AMENDMENT NO. 3 Dated as of August 9, 2011 to FIFTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 17, 2009
Exhibit 10.6
EXECUTION COPY
AMENDMENT NO. 3
Dated as of August 9, 2011
to
THIS AMENDMENT NO. 3 (this “Amendment”) dated as of August 9, 2011 is entered into by
and among (i) NMC FUNDING CORPORATION, a Delaware corporation (the “Transferor”), (ii)
NATIONAL MEDICAL CARE, INC., a Delaware corporation, as collection agent (the “Collection
Agent”), (iii) the “Conduit Investors,” “Bank Investors” and “Administrative Agents” identified
on the signature pages hereto and (iv) WESTLB AG, NEW YORK BRANCH, as agent (the “Agent”).
PRELIMINARY STATEMENTS
A. The Transferor, the Collection Agent, the Conduit Investors, the Bank Investors, the
Administrative Agents and the Agent are parties to that certain Fifth Amended and Restated Transfer
and Administration Agreement dated as of November 17, 2009 (as amended or otherwise modified prior
to the date hereof, the “TAA”). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the TAA.
B. In addition, the parties hereto have agreed to amend the TAA on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. Amendments to TAA. As of the Effective Date (as defined below), subject
to the conditions precedent set forth in Section 2 of this Amendment, the TAA is hereby
amended as follows:
1.1 Extension. The definition of “Commitment Termination Date” in Section 1.1
of the TAA is hereby amended to change the date set forth therein from “September 27, 2011” to
“July 31, 2014”.
1.2 Facility Limit. The definition of “Facility Limit” in Section 1.1 of the
TAA is hereby amended to change the dollar amount set forth therein from “$700,000,000” to
“$800,000,000”.
1.3 Allocations. Schedule II (Commitments of Bank Investors) of the TAA is
amended and restated in its entirety to be in the form of Exhibit I hereto.
1.4 Agreed Upon Procedures Report. Section 6.2(c) of the TAA is hereby
amended to change the date set forth therein from “September 30” to “June 30”.
1.5 Certain Termination Events. Section 7.1 of the TAA is hereby amended to
delete clauses (k) and (l) thereof in their entirety and to substitute the
following new clauses therefor:
(k) (i) any Liquidity Provider or Credit Support Provider shall have given
notice that an event of default has occurred and is continuing under any of its
respective agreements with a Conduit Investor in any Related Group and (ii)
Investors then holding not less than 66-2/3% of the aggregate Commitments in respect
of the unaffected Related Groups shall elect to declare such event a “Termination
Event”; or
(l) (i) the Commercial Paper issued by a Conduit Investor in any Related Group
or its Related Issuer shall not be rated at least “A-2” by Standard & Poor’s or at
least “P-2” by Moody’s or (if rated by Fitch) at least F2 by Fitch, unless any
rating of such Commercial Paper shall be lower than such level solely as a result of
the correspondingly lower rating of the Credit Support Provider for such Conduit
Investor and (ii) Investors holding not less than 66-2/3% of the aggregate
Commitments in respect of the unaffected Related Groups shall elect to declare such
event a “Termination Event”; or
1.6 Additional Amendments.
(a) Section 1.1 of the TAA is further amended to delete the definitions therein of
“Agent Fee Letter”, “Investor Fee Letter” and “Related Group” and to substitute the following new
definitions therefor:
“Agent Fee Letter” means the Second Amended and Restated Agent
Fee Letter dated August 9, 2011 between the Transferor and the Agent
relating to certain fees payable by the Transferor to the Agent hereunder,
as amended, restated, supplemented or otherwise modified from time to time.
“Investor Fee Letter” means the Seventh Amended and Restated
Investor Fee Letter dated August 9, 2011 among the Transferor and the
Administrative Agents relating to certain fees payable by the Transferor to
the Administrative Agents, for the account of the Investors in their
respective Related Groups, as amended, restated, supplemented or otherwise
modified from time to time.
“Related Group” means any of the following groups: (i) Compass,
as a Conduit Investor, and WestLB, as a Bank Investor and as an
Administrative Agent, together with their respective successors and
permitted assigns, (ii) Liberty Street, as a Conduit Investor, and
Scotiabank, as a Bank Investor and as Administrative Agent, together with
their respective successors and permitted assigns, (iii) Salisbury, as a
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Conduit Investor and a Bank Investor, and Barclays as an Administrative
Agent, together with their respective successors and permitted assigns, (iv)
Atlantic Securitization, as a Conduit Investor, and Credit Agricole, as a
Bank Investor and as an Administrative Agent, together with their respective
successors and permitted assigns and (vi) Old Line, as a Conduit Investor,
and RBC, as a Bank Investor and as an Administrative Agent, together with
their respective successors and permitted assigns.
(b) Each of the following Schedules and Exhibits to the TAA is amended and restated in its
entirety in the respective form identified below:
(i) Schedule I (Notice Addresses of Bank Investors), to be in
the form of Exhibit II hereto;
(ii) Exhibit H (List of Actions and Suits), to be in the form
of Exhibit III hereto;
(iii) Exhibit Q (List of Transferring Affiliates), to be in the
form of Exhibit IV hereto.
SECTION 2. Conditions Precedent. This Amendment shall become effective and be deemed
effective as of August 9, 2011 (the “Effective Date”) subject to the Agent’s receipt of the
following, each in form and substance satisfactory to each Administrative Agent:
(a) counterparts of this Amendment duly executed by the Transferor, the Collection Agent, the
Conduit Investors, the Bank Investors, the Administrative Agents and the Agent;
(b) a reaffirmation of the Parent Agreement, substantially in the form of Exhibit V
attached hereto, duly executed by each of FMCAG and FMCH;
(c) confirmation that all fees due and payable on or before the Effective Date have been paid
in full;
(d) to the extent requested by any Conduit Investor, such Conduit Investor shall have received
confirmation from each Rating Agency rating the Commercial Paper of such Conduit Investor or its
Related CP Issuer that the execution and delivery of this Amendment and the transactions
contemplated hereby will not result in the reduction or withdrawal of the then current rating of
the Commercial Paper issued by such Conduit Investor or its Related CP Issuer; and
(e) a report by a firm of independent public accountants approved by each Administrative Agent
prepared in accordance with the procedures set forth in Exhibit T to the TAA and dated a
date not earlier than thirty (30) days prior to the date hereof; and
(f) such other documents, instruments, certificates and opinions as the Agent or any
Administrative Agent shall reasonably request.
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SECTION 3. Covenants, Representations and Warranties of the Transferor and the Collection
Agent.
3.1 Upon the effectiveness of this Amendment, each of the Transferor and the Collection Agent
hereby reaffirms all covenants, representations and warranties made by it in the TAA and agrees
that all such covenants, representations and warranties shall be deemed to have been remade as of
the Effective Date.
3.2 Each of the Transferor and the Collection Agent hereby represents and warrants that (i)
this Amendment constitutes the legal, valid and binding obligation of such party, enforceable
against it in accordance with its terms and (ii) upon the effectiveness of this Amendment, no
Termination Event or Potential Termination Event shall exist under the TAA.
SECTION 4. Reference to and Effect on the TAA.
4.1 Unless otherwise indicated, all references in this Amendment to a specific “Section”,
“Schedule”, “Exhibit” and other subdivision are to such Section, Schedule, Exhibit or other
subdivision of the TAA.
4.2 Upon the effectiveness of this Amendment, each reference in the TAA to “this Agreement,”
“hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to
the TAA as amended hereby, and each reference to the TAA in any other document, instrument and
agreement executed and/or delivered in connection with the TAA shall mean and be a reference to the
TAA as amended hereby.
4.3 Except as specifically amended hereby, the TAA and all other documents, instruments and
agreements executed and/or delivered in connection therewith shall remain in full force and effect
and are hereby ratified and confirmed.
4.4 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of any Investor, any Administrative Agent or the Agent under the TAA
or any other document, instrument, or agreement executed in connection therewith, nor constitute a
waiver of any provision contained therein.
SECTION 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW PROVISIONS) AND DECISIONS OF
THE STATE OF NEW YORK.
SECTION 6. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment
by facsimile shall be equally as effective as delivery of an original executed counterpart of this
Amendment. Any party delivering an executed counterpart of this
Amendment by facsimile shall also deliver an original executed counterpart of this Amendment
but the failure to deliver an original executed counterpart shall not affect the validity,
enforceability and binding effect of this Amendment.
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SECTION 7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.
[The remainder of this page intentionally left blank]
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the date first written above.
| NMC FUNDING CORPORATION, | ||||
| as Transferor | ||||
| By: Name: |
/s/ Xxxx Xxxxxxx
|
|||
| Title: | Vice President & Treasurer | |||
| NATIONAL MEDICAL CARE, INC., as | ||||
| Collection Agent | ||||
| By: Name: |
/s/ Xxxx Xxxxxxx
|
|||
| Title: | Vice President & Treasurer | |||
| WESTLB AG, NEW YORK BRANCH, as Agent, an | ||||
| Administrative Agent and as a Bank Investor | ||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxx
|
|||
| Title: | Executive Director | |||
| By: Name: |
/s/ Xxxxxxxxx Xxxxxx
|
|||
| Title: | Director | |||
| COMPASS US ACQUISITION LLC, | ||||
| as a Conduit Investor | ||||
| By: Name: |
/s/ Xxxxx X. Xxxxx
|
|||
| Title: | Vice President | |||
| THE BANK OF NOVA SCOTIA, as an | ||||
| Administrative Agent and as a Bank Investor | ||||
| By: Name: Title: |
/s/ Xxxx Xxxxxxx
Director |
|||
| LIBERTY STREET FUNDING LLC, | ||||
| as a Conduit Investor | ||||
| By: Name: |
/s/ Xxxx X. Xxxxx
|
|||
| Title: | Vice President | |||
CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, NEW YORK (f/k/a Calyon
New York Branch), as an Administrative Agent
and as a Bank Investor
INVESTMENT BANK, NEW YORK (f/k/a Calyon
New York Branch), as an Administrative Agent
and as a Bank Investor
| By: Name: |
/s/ Xxx Xxxxxx
|
|||
| Title: | Managing Director | |||
| By: Name: |
/s/ Xxxxxxxxxxx Xxxxxxxxxx
|
|||
| Title: | Managing Director |
ATLANTIC ASSET SECURITIZATION LLC,
as a Conduit Investor
as a Conduit Investor
By: Credit Agricole Corporate and Investment Bank,
New York (f/k/a Calyon New York Branch), its
Attorney-in-Fact
New York (f/k/a Calyon New York Branch), its
Attorney-in-Fact
| By: Name: |
/s/ Xxx Xxxxxx
|
|||
| Title: | Managing Director | |||
| By: Name: |
/s/ Xxxxxxxxxxx Xxxxxxxxxx
|
|||
| Title: | Managing Director |
| BARCLAYS BANK PLC, as an Administrative Agent | ||||
| By: Name: Title: |
/s/ Xxxxx Xxxxx
Director |
|||
| SALISBURY RECEIVABLES COMPANY, LLC, | ||||
| as a Conduit Investor and a Bank Investor | ||||
| By: Name: |
/s/ Xxxx XxXxxxxx
|
|||
| Title: | Vice President | |||
| ROYAL BANK OF CANADA, as an | ||||
| Administrative Agent and as a Bank Investor | ||||
| By: Name: |
/s/ Xxxxxx X. Xxxxxxx
|
|||
| Title: | Authorized Signatory | |||
| By: Name: |
/s/ Xxxxxx X. Xxxxxxxxx
|
|||
| Title: | Authorized Signatory | |||
| OLD LINE FUNDING, LLC, | ||||
| as a Conduit Investor | ||||
| By: Name: |
/s/ Xxxxxx X. Xxxxxxx
|
|||
| Title: | Authorized Signatory | |||
EXHIBIT I
Amended and Restated
Schedule II to the
Fifth Amended and Restated
Transfer and Administration Agreement
Schedule II to the
Fifth Amended and Restated
Transfer and Administration Agreement
COMMITMENTS OF BANK INVESTORS
AND
RELATED GROUP LIMITS
AND
RELATED GROUP LIMITS
COMMITMENTS OF BANK INVESTORS
| Bank Xxxxxxxx | Xxxxxxxxxx | |||
XxxxXX XX, Xxx Xxxx Branch |
$ | 189,600,000.00 | ||
The Bank of Nova Scotia |
$ | 164,000,000.00 | ||
Credit Agricole Corporate and Investment Bank, New York |
$ | 164,000,000.00 | ||
Salisbury Receivables Company, LLC |
$ | 141,200,000.00 | ||
Royal Bank of Canada |
$ | 141,200,000.00 | ||
TOTAL |
$ | 800,000,000.00 | ||
RELATED GROUP LIMITS
| Conduit Investor | Related Group Limit | |||
Compass US Acquisition LLC |
$ | 189,600,000.00 | ||
Liberty Street Funding LLC |
$ | 164,000,000.00 | ||
Atlantic Asset Securitization LLC |
$ | 164,000,000.00 | ||
Salisbury Receivables Company, LLC |
$ | 141,200,000.00 | ||
Old Line Funding, LLC |
$ | 141,200,000.00 | ||
TOTAL |
$ | 800,000,000.00 | ||
EXHIBIT II
Amended and Restated
Schedule I to the
Fifth Amended and Restated
Transfer and Administration Agreement
Schedule I to the
Fifth Amended and Restated
Transfer and Administration Agreement
NOTICE ADDRESSES OF BANK INVESTORS
WESTLB AG, NEW YORK BRANCH
7 World Trade Center
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Asset Securitization Group
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
7 World Trade Center
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Asset Securitization Group
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
With a copy to:
WESTLB AG, NEW YORK BRANCH
7 World Trade Center
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: CMO Group
Telephone: (000) 000-0000
Fax: (000) 000-0000
Group Email: XXX_XXX@XxxxXX.xxx
7 World Trade Center
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: CMO Group
Telephone: (000) 000-0000
Fax: (000) 000-0000
Group Email: XXX_XXX@XxxxXX.xxx
THE BANK OF NOVA SCOTIA
Scotia Capital
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
Main: 000-000-0000
E-mail: xxxx_xxxxxxx@xxxxxxxxxxxxx.xxx
Scotia Capital
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
Main: 000-000-0000
E-mail: xxxx_xxxxxxx@xxxxxxxxxxxxx.xxx
with a copy to:
The Bank of Nova Scotia
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxx
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxx
Tel: 212/000-0000
Fax: 212/000-0000
E-mail: xxxxxx_xxxx@xxxxxxxxxxxxx.xxx
Fax: 212/000-0000
E-mail: xxxxxx_xxxx@xxxxxxxxxxxxx.xxx
and
The Bank of Nova Scotia
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Tel: 212/000-0000
Fax: 212/000-0000
E-mail: xxxxx_xxxxxxx@xxxxxxxxxxxxx.xxx
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Tel: 212/000-0000
Fax: 212/000-0000
E-mail: xxxxx_xxxxxxx@xxxxxxxxxxxxx.xxx
SALISBURY RECEIVABLES COMPANY, LLC
c/o Barclays Capital
000 0xx Xxxxxx, 00 Xxxxx
Xxx Xxxx, XX, 00000
Attention: Xxxx Xxxxx, Director, US Asset Securitization Group
Tel: 212/000-0000
E-mail: xxxx.xxxxx@xxxxxx.xxx
c/o Barclays Capital
000 0xx Xxxxxx, 00 Xxxxx
Xxx Xxxx, XX, 00000
Attention: Xxxx Xxxxx, Director, US Asset Securitization Group
Tel: 212/000-0000
E-mail: xxxx.xxxxx@xxxxxx.xxx
Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor
Reports should be sent to xxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx and
xxxxxxxxxx@xxxxxxxxxxxxxxx.xxx
ROYAL BANK OF CANADA
0 Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
E-mail: xxxxxxx.xxxxxxx@xxxxx.xxx
0 Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
E-mail: xxxxxxx.xxxxxxx@xxxxx.xxx
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK
1301 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxxx.xxxx@xx-xxx.xxx
1301 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxxx.xxxx@xx-xxx.xxx
with a copy to:
Credit Agricole Corporate and Investment Bank, New York
1301 Avenue of the Xxxxxxxx
1301 Avenue of the Xxxxxxxx
0
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxx.xxxx@xx-xxx.xxx
Attention: Xxxx Xxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxx.xxxx@xx-xxx.xxx
2
EXHIBIT III
Amended and Restated
Exhibit H to the
Fifth Amended and Restated
Transfer and Administration Agreement
Exhibit H to the
Fifth Amended and Restated
Transfer and Administration Agreement
LIST OF ACTIONS AND SUITS
Such actions and suits as are identified in the “Legal Proceedings” section of the most recent
annual report as of the date hereof on Form 20-F or report on Form 6-K for the quarter most
recently ended prior to the date hereof, as applicable, filed by Fresenius Medical Care AG & Co.
KGaA with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of
1934, which sections are hereby incorporated by reference as if fully set forth herein.
Such filings can be found on the SEC website at the following link:
xxxx://xxx.xxx.xxx/xxx-xxx/xxxxxx-xxxxx?xxxxxxxxxxxxxxxxx&XXXx0000000000&xxxxxxxxxxxxx&xxxxxx00
EXHIBIT IV
Amended and Restated
Exhibit Q to the
Fifth Amended and Restated
Transfer and Administration Agreement
Exhibit Q to the
Fifth Amended and Restated
Transfer and Administration Agreement
LIST OF TRANSFERRING AFFILIATES
APHERESIS CARE GROUP, INC.
BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.
BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.
BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.
BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.
BIO-MEDICAL APPLICATIONS OF AQUADILLA, INC.
BIO-MEDICAL APPLICATIONS OF ARECIBO, INC.
BIO-MEDICAL APPLICATIONS OF ARKANSAS, INC.
BIO-MEDICAL APPLICATIONS OF BAYAMON, INC.
BIO-MEDICAL APPLICATIONS OF BLUE SPRINGS, INC
BIO-MEDICAL APPLICATIONS OF CAGUAS, INC.
BIO-MEDICAL APPLICATIONS OF CALIFORNIA, INC.
BIO-MEDICAL APPLICATIONS OF CAMARILLO, INC.
BIO-MEDICAL APPLICATIONS OF CAPITOL HILL, INC.
BIO-MEDICAL APPLICATIONS OF CAROLINA, INC.
BIO-MEDICAL APPLICATIONS OF XXXXXX, INC.
BIO-MEDICAL APPLICATIONS OF CLINTON, INC.
BIO-MEDICAL APPLICATIONS OF COLUMBIA HEIGHTS, INC.
BIO-MEDICAL APPLICATIONS OF CONNECTICUT, INC.
BIO-MEDICAL APPLICATIONS OF DELAWARE, INC.
BIO-MEDICAL APPLICATIONS OF DOVER, INC.
BIO-MEDICAL APPLICATIONS OF EUREKA, INC.
BIO-MEDICAL APPLICATIONS OF FAYETTEVILLE, INC.
BIO-MEDICAL APPLICATIONS OF FLORIDA, INC.
BIO-MEDICAL APPLICATIONS OF FREMONT, INC.
BIO-MEDICAL APPLICATIONS OF FRESNO, INC.
BIO-MEDICAL APPLICATIONS OF GEORGIA, INC.
BIO-MEDICAL APPLICATIONS OF GUAYAMA, INC.
BIO-MEDICAL APPLICATIONS OF HUMACAO, INC.
BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC.
BIO-MEDICAL APPLICATIONS OF INDIANA, INC.
BIO-MEDICAL APPLICATIONS OF KANSAS, INC.
BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC.
BIO-MEDICAL APPLICATIONS OF LONG BEACH, INC.
BIO-MEDICAL APPLICATIONS OF LOS GATOS, INC.
BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.
BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.
BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.
BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.
BIO-MEDICAL APPLICATIONS OF AQUADILLA, INC.
BIO-MEDICAL APPLICATIONS OF ARECIBO, INC.
BIO-MEDICAL APPLICATIONS OF ARKANSAS, INC.
BIO-MEDICAL APPLICATIONS OF BAYAMON, INC.
BIO-MEDICAL APPLICATIONS OF BLUE SPRINGS, INC
BIO-MEDICAL APPLICATIONS OF CAGUAS, INC.
BIO-MEDICAL APPLICATIONS OF CALIFORNIA, INC.
BIO-MEDICAL APPLICATIONS OF CAMARILLO, INC.
BIO-MEDICAL APPLICATIONS OF CAPITOL HILL, INC.
BIO-MEDICAL APPLICATIONS OF CAROLINA, INC.
BIO-MEDICAL APPLICATIONS OF XXXXXX, INC.
BIO-MEDICAL APPLICATIONS OF CLINTON, INC.
BIO-MEDICAL APPLICATIONS OF COLUMBIA HEIGHTS, INC.
BIO-MEDICAL APPLICATIONS OF CONNECTICUT, INC.
BIO-MEDICAL APPLICATIONS OF DELAWARE, INC.
BIO-MEDICAL APPLICATIONS OF DOVER, INC.
BIO-MEDICAL APPLICATIONS OF EUREKA, INC.
BIO-MEDICAL APPLICATIONS OF FAYETTEVILLE, INC.
BIO-MEDICAL APPLICATIONS OF FLORIDA, INC.
BIO-MEDICAL APPLICATIONS OF FREMONT, INC.
BIO-MEDICAL APPLICATIONS OF FRESNO, INC.
BIO-MEDICAL APPLICATIONS OF GEORGIA, INC.
BIO-MEDICAL APPLICATIONS OF GUAYAMA, INC.
BIO-MEDICAL APPLICATIONS OF HUMACAO, INC.
BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC.
BIO-MEDICAL APPLICATIONS OF INDIANA, INC.
BIO-MEDICAL APPLICATIONS OF KANSAS, INC.
BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC.
BIO-MEDICAL APPLICATIONS OF LONG BEACH, INC.
BIO-MEDICAL APPLICATIONS OF LOS GATOS, INC.
BIO-MEDICAL APPLICATIONS OF LOUISIANA, LLC
BIO-MEDICAL APPLICATIONS OF MAINE, INC.
BIO-MEDICAL APPLICATIONS OF MANCHESTER, INC.
BIO-MEDICAL APPLICATIONS OF MARYLAND, INC.
BIO-MEDICAL APPLICATIONS OF MASSACHUSETTS, INC.
BIO-MEDICAL APPLICATIONS OF MAYAGUEZ, INC.
BIO-MEDICAL APPLICATIONS OF MICHIGAN, INC.
BIO-MEDICAL APPLICATIONS OF MINNESOTA, INC.
BIO-MEDICAL APPLICATIONS OF MISSION HILLS, INC.
BIO-MEDICAL APPLICATIONS OF MISSISSIPPI, INC.
BIO-MEDICAL APPLICATIONS OF MISSOURI, INC.
BIO-MEDICAL APPLICATIONS OF NEVADA, INC
BIO-MEDICAL APPLICATIONS OF NEW HAMPSHIRE, INC.
BIO-MEDICAL APPLICATIONS OF NEW JERSEY, INC.
BIO-MEDICAL APPLICATIONS OF NEW MEXICO, INC.
BIO-MEDICAL APPLICATIONS OF NORTH CAROLINA, INC.
BIO-MEDICAL APPLICATIONS OF NORTHEAST, D.C., INC.
BIO-MEDICAL APPLICATIONS OF OAKLAND, INC.
BIO-MEDICAL APPLICATIONS OF OHIO, INC.
BIO-MEDICAL APPLICATIONS OF OKLAHOMA, INC.
BIO-MEDICAL APPLICATIONS OF PENNSYLVANIA, INC.
BIO-MEDICAL APPLICATIONS OF PONCE, INC.
BIO-MEDICAL APPLICATIONS OF PUERTO RICO, INC.
BIO-MEDICAL APPLICATIONS OF RHODE ISLAND, INC.
BIO-MEDICAL APPLICATIONS OF RIO PIEDRAS, INC.
BIO-MEDICAL APPLICATIONS OF SAN ANTONIO, INC.
BIO-MEDICAL APPLICATIONS OF SAN GERMAN, INC.
BIO-MEDICAL APPLICATIONS OF SAN XXXX, INC.
BIO-MEDICAL APPLICATIONS OF SOUTH CAROLINA, INC.
BIO-MEDICAL APPLICATIONS OF SOUTHEAST WASHINGTON, INC.
BIO-MEDICAL APPLICATIONS OF TENNESSEE, INC.
BIO-MEDICAL APPLICATIONS OF TEXAS, INC.
BIO-MEDICAL APPLICATIONS OF THE DISTRICT OF COLUMBIA, INC.
BIO-MEDICAL APPLICATIONS OF UKIAH, INC.
BIO-MEDICAL APPLICATIONS OF VIRGINIA, INC.
BIO-MEDICAL APPLICATIONS OF WEST VIRGINIA, INC.
BIO-MEDICAL APPLICATIONS OF WISCONSIN, INC.
BIO-MEDICAL APPLICATIONS OF WOONSOCKET, INC.
BIO-MEDICAL APPLICATIONS OF WYOMING, LLC
BREVARD COUNTY DIALYSIS, LLC
XXXXXXX COUNTY DIALYSIS, LLC
CLERMONT DIALYSIS CENTER, LLC
COLUMBUS AREA RENAL ALLIANCE, LLC
CONEJO VALLEY DIALYSIS, INC.
DIALYSIS AMERICA GEORGIA, LLC
DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.
BIO-MEDICAL APPLICATIONS OF MAINE, INC.
BIO-MEDICAL APPLICATIONS OF MANCHESTER, INC.
BIO-MEDICAL APPLICATIONS OF MARYLAND, INC.
BIO-MEDICAL APPLICATIONS OF MASSACHUSETTS, INC.
BIO-MEDICAL APPLICATIONS OF MAYAGUEZ, INC.
BIO-MEDICAL APPLICATIONS OF MICHIGAN, INC.
BIO-MEDICAL APPLICATIONS OF MINNESOTA, INC.
BIO-MEDICAL APPLICATIONS OF MISSION HILLS, INC.
BIO-MEDICAL APPLICATIONS OF MISSISSIPPI, INC.
BIO-MEDICAL APPLICATIONS OF MISSOURI, INC.
BIO-MEDICAL APPLICATIONS OF NEVADA, INC
BIO-MEDICAL APPLICATIONS OF NEW HAMPSHIRE, INC.
BIO-MEDICAL APPLICATIONS OF NEW JERSEY, INC.
BIO-MEDICAL APPLICATIONS OF NEW MEXICO, INC.
BIO-MEDICAL APPLICATIONS OF NORTH CAROLINA, INC.
BIO-MEDICAL APPLICATIONS OF NORTHEAST, D.C., INC.
BIO-MEDICAL APPLICATIONS OF OAKLAND, INC.
BIO-MEDICAL APPLICATIONS OF OHIO, INC.
BIO-MEDICAL APPLICATIONS OF OKLAHOMA, INC.
BIO-MEDICAL APPLICATIONS OF PENNSYLVANIA, INC.
BIO-MEDICAL APPLICATIONS OF PONCE, INC.
BIO-MEDICAL APPLICATIONS OF PUERTO RICO, INC.
BIO-MEDICAL APPLICATIONS OF RHODE ISLAND, INC.
BIO-MEDICAL APPLICATIONS OF RIO PIEDRAS, INC.
BIO-MEDICAL APPLICATIONS OF SAN ANTONIO, INC.
BIO-MEDICAL APPLICATIONS OF SAN GERMAN, INC.
BIO-MEDICAL APPLICATIONS OF SAN XXXX, INC.
BIO-MEDICAL APPLICATIONS OF SOUTH CAROLINA, INC.
BIO-MEDICAL APPLICATIONS OF SOUTHEAST WASHINGTON, INC.
BIO-MEDICAL APPLICATIONS OF TENNESSEE, INC.
BIO-MEDICAL APPLICATIONS OF TEXAS, INC.
BIO-MEDICAL APPLICATIONS OF THE DISTRICT OF COLUMBIA, INC.
BIO-MEDICAL APPLICATIONS OF UKIAH, INC.
BIO-MEDICAL APPLICATIONS OF VIRGINIA, INC.
BIO-MEDICAL APPLICATIONS OF WEST VIRGINIA, INC.
BIO-MEDICAL APPLICATIONS OF WISCONSIN, INC.
BIO-MEDICAL APPLICATIONS OF WOONSOCKET, INC.
BIO-MEDICAL APPLICATIONS OF WYOMING, LLC
BREVARD COUNTY DIALYSIS, LLC
XXXXXXX COUNTY DIALYSIS, LLC
CLERMONT DIALYSIS CENTER, LLC
COLUMBUS AREA RENAL ALLIANCE, LLC
CONEJO VALLEY DIALYSIS, INC.
DIALYSIS AMERICA GEORGIA, LLC
DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.
2
DIALYSIS ASSOCIATES, LLC
DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.
DIALYSIS MANAGEMENT CORPORATION
DIALYSIS SERVICES OF ATLANTA, INC.
DIALYSIS SERVICES OF CINCINNATI, INC.
DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC
DIALYSIS SERVICES, INC.
DIALYSIS SPECIALISTS OF MARIETTA, LTD.
DIALYSIS SPECIALISTS OF TOPEKA, INC.
DIALYSIS SPECIALISTS OF TULSA, INC.
XXXXXXX COUNTY DIALYSIS, LLC
DOYLESTOWN ACUTE RENAL SERVICES, L.L.C.
DU PAGE DIALYSIS, LTD.
EVEREST HEALTHCARE HOLDINGS, INC.
EVEREST HEALTHCARE INDIANA, INC.
EVEREST HEALTHCARE OHIO, INC.
EVEREST HEALTHCARE RHODE ISLAND, INC.
EVEREST HEALTHCARE TEXAS HOLDING CORP.
EVEREST HEALTHCARE TEXAS, L.P.
FMS DELAWARE DIALYSIS, LLC
FMS PHILADELPHIA DIALYSIS, LLC
XXXXXXX DIALYSIS CLINIC, INC.
FORT XXXXX REGIONAL DIALYSIS CENTER, INC.
FOUR STATE REGIONAL DIALYSIS CENTER, INC.
FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC. (F/K/A RENAISSANCE HEALTH CARE, INC.)
FRESENIUS HEALTH PARTNERS, INC. (F/K/A FRESENIUS MEDICAL CARE HEALTH PLAN, INC.)
FRESENIUS MANAGEMENT SERVICES, INC.
FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC
FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.
FRESENIUS MEDICAL CARE XXXXXXX HALL, LLC
FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC
FRESENIUS MEDICAL CARE HOLDINGS, INC.
FRESENIUS MEDICAL CARE OF ILLINOIS, LLC
FRESENIUS MEDICAL CARE OF MONTANA, LLC
FRESENIUS MEDICAL CARE — OSUIM KIDNEY CENTERS, LLC
FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.
FRESENIUS MEDICAL CARE PSO, LLC
FRESENIUS MEDICAL CARE RX, LLC
FRESENIUS MEDICAL CARE — SOUTH TEXAS KIDNEY, LLC
FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.
FRESENIUS MEDICAL CARE VENTURES, LLC
FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC (F/K/A BIO MEDICAL APPLICATIONS OF COLORADO, INC.
FRESENIUS MEDICAL CARE DIALYSIS SERVICES OREGON, LLC
DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.
DIALYSIS MANAGEMENT CORPORATION
DIALYSIS SERVICES OF ATLANTA, INC.
DIALYSIS SERVICES OF CINCINNATI, INC.
DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC
DIALYSIS SERVICES, INC.
DIALYSIS SPECIALISTS OF MARIETTA, LTD.
DIALYSIS SPECIALISTS OF TOPEKA, INC.
DIALYSIS SPECIALISTS OF TULSA, INC.
XXXXXXX COUNTY DIALYSIS, LLC
DOYLESTOWN ACUTE RENAL SERVICES, L.L.C.
DU PAGE DIALYSIS, LTD.
EVEREST HEALTHCARE HOLDINGS, INC.
EVEREST HEALTHCARE INDIANA, INC.
EVEREST HEALTHCARE OHIO, INC.
EVEREST HEALTHCARE RHODE ISLAND, INC.
EVEREST HEALTHCARE TEXAS HOLDING CORP.
EVEREST HEALTHCARE TEXAS, L.P.
FMS DELAWARE DIALYSIS, LLC
FMS PHILADELPHIA DIALYSIS, LLC
XXXXXXX DIALYSIS CLINIC, INC.
FORT XXXXX REGIONAL DIALYSIS CENTER, INC.
FOUR STATE REGIONAL DIALYSIS CENTER, INC.
FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC. (F/K/A RENAISSANCE HEALTH CARE, INC.)
FRESENIUS HEALTH PARTNERS, INC. (F/K/A FRESENIUS MEDICAL CARE HEALTH PLAN, INC.)
FRESENIUS MANAGEMENT SERVICES, INC.
FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC
FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.
FRESENIUS MEDICAL CARE XXXXXXX HALL, LLC
FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC
FRESENIUS MEDICAL CARE HOLDINGS, INC.
FRESENIUS MEDICAL CARE OF ILLINOIS, LLC
FRESENIUS MEDICAL CARE OF MONTANA, LLC
FRESENIUS MEDICAL CARE — OSUIM KIDNEY CENTERS, LLC
FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.
FRESENIUS MEDICAL CARE PSO, LLC
FRESENIUS MEDICAL CARE RX, LLC
FRESENIUS MEDICAL CARE — SOUTH TEXAS KIDNEY, LLC
FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.
FRESENIUS MEDICAL CARE VENTURES, LLC
FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC (F/K/A BIO MEDICAL APPLICATIONS OF COLORADO, INC.
FRESENIUS MEDICAL CARE DIALYSIS SERVICES OREGON, LLC
2
FRESENIUS USA MANUFACTURING, INC.
FRESENIUS USA MAKETING, INC.
FRESENIUS USA, INC
FRESENIUS VASCULAR CARE, INC. (F/K/A NATIONAL VASCULAR CARE, INC.
GULF REGION MOBILE DIALYSIS, INC.
HAEMO-STAT, INC.
HEALTH IT SERVICES GROUP, LLC
XXXXX DIALYSIS CENTER, LLC
XXXXXX DIALYSIS CLINIC, LLC
HOME DIALYSIS OF AMERICA, INC.
HOME DIALYSIS OF MUHLENBERG COUNTY, INC.
HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.
INLAND NORTHWEST RENAL CARE GROUP, LLC
INTEGRATED RENAL CARE OF THE PACIFIC, LLC
JEFFERSON COUNTY DIALYSIS, INC.
KDCO, INC.
KENTUCKY RENAL CARE GROUP, LLC
XXXXXX DIALYSIS, INC.
LITTLE ROCK DIALYSIS, INC.
MAUMEE DIALYSIS SERVICES, LLC
METRO DIALYSIS CENTER — NORMANDY, INC.
METRO DIALYSIS CENTER — NORTH, INC.
MIAMI REGIONAL DIALYSIS CENTER, INC.
MICHIGAN HOME DIALYSIS CENTER, INC.
NATIONAL MEDICAL CARE, INC.
NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF TEXAS, INC
NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.
NEPHROMED LLC
NEW YORK DIALYSIS SERVICES, INC.
NMC SERVICES, INC.
NNA MANAGEMENT COMPANY OF KENTUCKY, INC.
NNA MANAGEMENT COMPANY OF LOUISIANA, INC.
NNA OF ALABAMA, INC.
NNA OF EAST ORANGE, L.L.C.
NNA OF FLORIDA, LLC
NNA OF GEORGIA, INC.
NNA OF XXXXXXXX, L.L.C.
NNA OF LOUISIANA, LLC
NNA OF NEVADA, INC.
NNA OF OKLAHOMA, INC.
NNA OF OKLAHOMA, L.L.C.
NNA OF RHODE ISLAND, INC.
NNA OF TOLEDO, INC.
NNA-SAINT XXXXXXXX XXXXXXXXXX, L.L.C.
NNA-SAINT BARNABAS, L.L.C.
NORCROSS DIALYSIS CENTER, LLC
FRESENIUS USA MAKETING, INC.
FRESENIUS USA, INC
FRESENIUS VASCULAR CARE, INC. (F/K/A NATIONAL VASCULAR CARE, INC.
GULF REGION MOBILE DIALYSIS, INC.
HAEMO-STAT, INC.
HEALTH IT SERVICES GROUP, LLC
XXXXX DIALYSIS CENTER, LLC
XXXXXX DIALYSIS CLINIC, LLC
HOME DIALYSIS OF AMERICA, INC.
HOME DIALYSIS OF MUHLENBERG COUNTY, INC.
HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.
INLAND NORTHWEST RENAL CARE GROUP, LLC
INTEGRATED RENAL CARE OF THE PACIFIC, LLC
JEFFERSON COUNTY DIALYSIS, INC.
KDCO, INC.
KENTUCKY RENAL CARE GROUP, LLC
XXXXXX DIALYSIS, INC.
LITTLE ROCK DIALYSIS, INC.
MAUMEE DIALYSIS SERVICES, LLC
METRO DIALYSIS CENTER — NORMANDY, INC.
METRO DIALYSIS CENTER — NORTH, INC.
MIAMI REGIONAL DIALYSIS CENTER, INC.
MICHIGAN HOME DIALYSIS CENTER, INC.
NATIONAL MEDICAL CARE, INC.
NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF TEXAS, INC
NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.
NEPHROMED LLC
NEW YORK DIALYSIS SERVICES, INC.
NMC SERVICES, INC.
NNA MANAGEMENT COMPANY OF KENTUCKY, INC.
NNA MANAGEMENT COMPANY OF LOUISIANA, INC.
NNA OF ALABAMA, INC.
NNA OF EAST ORANGE, L.L.C.
NNA OF FLORIDA, LLC
NNA OF GEORGIA, INC.
NNA OF XXXXXXXX, L.L.C.
NNA OF LOUISIANA, LLC
NNA OF NEVADA, INC.
NNA OF OKLAHOMA, INC.
NNA OF OKLAHOMA, L.L.C.
NNA OF RHODE ISLAND, INC.
NNA OF TOLEDO, INC.
NNA-SAINT XXXXXXXX XXXXXXXXXX, L.L.C.
NNA-SAINT BARNABAS, L.L.C.
NORCROSS DIALYSIS CENTER, LLC
2
NORTH XXXXXXX DIALYSIS CENTER, INC.
NORTHEAST ALABAMA KIDNEY CLINIC, INC.
NORTHERN NEW JERSEY DIALYSIS, L.L.C.
PHYSICIANS DIALYSIS COMPANY, INC.
QUALICENTERS, INC.
QUALICENTERS ALBANY, LTD.
QUALICENTERS BEND, LLC
QUALICENTERS COOS BAY, LTD.
QUALICENTERS XXXXXX-SPRINGFIELD LTD.
QUALICENTERS INLAND NORTHWEST LLC
QUALICENTERS PUEBLO, LLC
QUALICENTERS SALEM, LLC
QUALICENTERS SIOUX CITY LLC
RCG BLOOMINGTON, LLC
RCG EAST TEXAS, LLP
RCG INDIANA, L.L.C.
RCG IRVING, LLP
RCG XXXXXX, LLC
RCG MEMPHIS EAST, LLC
RCG MEMPHIS, LLC
RCG MISSISSIPPI, INC.
RCG PENSACOLA, LLC
RCG ROBSTOWN, LLP
RCG UNIVERSITY DIVISION, IN.
RCG WEST HEALTH SUPPLY, L.C
RENAL CARE GROUP ALASKA, INC.
RENAL CARE GROUP EAST, INC.
RENAL CARE GROUP MICHIGAN, INC.
RENAL CARE GROUP NORTHWEST, INC.
RENAL CARE GROUP OF THE MIDWEST, INC.
RENAL CARE GROUP OF THE OZARKS, LLC
RENAL CARE GROUP OF THE ROCKIES, LLC
RENAL CARE GROUP OF THE SOUTH, INC.
RENAL CARE GROUP OF THE SOUTHEAST, INC.
RENAL CARE GROUP OHIO, INC.
RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC
RENAL CARE GROUP SOUTH NEW MEXICO, LLC
RENAL CARE GROUP SOUTHWEST HOLDINGS, INC.
RENAL CARE GROUP SOUTHWEST, L.P.
RENAL CARE GROUP TERRE HAUTE, LLC
RENAL CARE GROUP TEXAS, INC.
RENAL CARE GROUP TOLEDO, LLC
RENAL CARE GROUP WESTLAKE, LLC
RENAL CARE GROUP, INC.
RENAL CARE GROUP-HARLINGEN, L.P.
RENAL SOLUTIONS, INC.
NORTHEAST ALABAMA KIDNEY CLINIC, INC.
NORTHERN NEW JERSEY DIALYSIS, L.L.C.
PHYSICIANS DIALYSIS COMPANY, INC.
QUALICENTERS, INC.
QUALICENTERS ALBANY, LTD.
QUALICENTERS BEND, LLC
QUALICENTERS COOS BAY, LTD.
QUALICENTERS XXXXXX-SPRINGFIELD LTD.
QUALICENTERS INLAND NORTHWEST LLC
QUALICENTERS PUEBLO, LLC
QUALICENTERS SALEM, LLC
QUALICENTERS SIOUX CITY LLC
RCG BLOOMINGTON, LLC
RCG EAST TEXAS, LLP
RCG INDIANA, L.L.C.
RCG IRVING, LLP
RCG XXXXXX, LLC
RCG MEMPHIS EAST, LLC
RCG MEMPHIS, LLC
RCG MISSISSIPPI, INC.
RCG PENSACOLA, LLC
RCG ROBSTOWN, LLP
RCG UNIVERSITY DIVISION, IN.
RCG WEST HEALTH SUPPLY, L.C
RENAL CARE GROUP ALASKA, INC.
RENAL CARE GROUP EAST, INC.
RENAL CARE GROUP MICHIGAN, INC.
RENAL CARE GROUP NORTHWEST, INC.
RENAL CARE GROUP OF THE MIDWEST, INC.
RENAL CARE GROUP OF THE OZARKS, LLC
RENAL CARE GROUP OF THE ROCKIES, LLC
RENAL CARE GROUP OF THE SOUTH, INC.
RENAL CARE GROUP OF THE SOUTHEAST, INC.
RENAL CARE GROUP OHIO, INC.
RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC
RENAL CARE GROUP SOUTH NEW MEXICO, LLC
RENAL CARE GROUP SOUTHWEST HOLDINGS, INC.
RENAL CARE GROUP SOUTHWEST, L.P.
RENAL CARE GROUP TERRE HAUTE, LLC
RENAL CARE GROUP TEXAS, INC.
RENAL CARE GROUP TOLEDO, LLC
RENAL CARE GROUP WESTLAKE, LLC
RENAL CARE GROUP, INC.
RENAL CARE GROUP-HARLINGEN, L.P.
RENAL SOLUTIONS, INC.
2
RENALPARTNERS, INC.
RENEX CORP.
RENEX DIALYSIS CLINIC OF BLOOMFIELD, INC.
RENEX DIALYSIS CLINIC OF BRIDGETON, INC.
RENEX DIALYSIS CLINIC OF CREVE COEUR, INC.
RENEX DIALYSIS CLINIC OF DOYLESTOWN, INC.
RENEX DIALYSIS CLINIC OF MAPLEWOOD, INC.
RENEX DIALYSIS CLINIC OF ORANGE, INC.
RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.
RENEX DIALYSIS CLINIC OF PITTSBURGH, INC.
RENEX DIALYSIS CLINIC OF SOUTH GEORGIA, INC.
RENEX DIALYSIS CLINIC OF ST. LOUIS, INC.
RENEX DIALYSIS CLINIC OF TAMPA, INC.
RENEX DIALYSIS CLINIC OF UNION, INC.
RENEX DIALYSIS CLINIC OF UNIVERSITY CITY, INC.
RENEX DIALYSIS CLINIC OF WOODBURY, INC.
RENEX DIALYSIS FACILITIES, INC.
XXXX DIALYSIS — ENGLEWOOD, LLC
S.A.K.D.C., INC.
SAINT LOUIS RENAL CARE, LLC
SAN DIEGO DIALYSIS SERVICES, INC.
SANTA XXXXXXX COMMUNITY DIALYSIS CENTER
SMYRNA DIALYSIS CENTER, LLC
SORB TECHNOLOGY, INC.
SPECTRA DIAGNOSTICS, LLC
SPECTRA EAST, INC.
SPECTRA LABORATORIES, INC.
SPECTRA MEDICAL DATA PROCESSING, LLC
SPECTRA RENAL RESEARCH, LLC
SSKG, INC.
ST. LOUIS REGIONAL DIALYSIS CENTER, INC.
STAT DIALYSIS CORPORATION
STONE MOUNTAIN DIALYSIS CENTER, LLC
STUTTGART DIALYSIS, LLC
TAPPAHANNOCK DIALYSIS CENTER, INC
XXXXXXX DIALYSIS CENTER, L.L.C.
THREE RIVERS DIALYSIS SERVICES, LLC
U.S. VASCULAR ACCESS HOLDINGS, LLC
WARRENTON DIALYSIS FACILITY, INC.
WEST END DIALYSIS CENTER, INC.
WEST PALM DIALYSIS, LLC
XXXXXXX DIALYSIS, INC.
WSKC DIALYSIS SERVICES, INC.
RENEX CORP.
RENEX DIALYSIS CLINIC OF BLOOMFIELD, INC.
RENEX DIALYSIS CLINIC OF BRIDGETON, INC.
RENEX DIALYSIS CLINIC OF CREVE COEUR, INC.
RENEX DIALYSIS CLINIC OF DOYLESTOWN, INC.
RENEX DIALYSIS CLINIC OF MAPLEWOOD, INC.
RENEX DIALYSIS CLINIC OF ORANGE, INC.
RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.
RENEX DIALYSIS CLINIC OF PITTSBURGH, INC.
RENEX DIALYSIS CLINIC OF SOUTH GEORGIA, INC.
RENEX DIALYSIS CLINIC OF ST. LOUIS, INC.
RENEX DIALYSIS CLINIC OF TAMPA, INC.
RENEX DIALYSIS CLINIC OF UNION, INC.
RENEX DIALYSIS CLINIC OF UNIVERSITY CITY, INC.
RENEX DIALYSIS CLINIC OF WOODBURY, INC.
RENEX DIALYSIS FACILITIES, INC.
XXXX DIALYSIS — ENGLEWOOD, LLC
S.A.K.D.C., INC.
SAINT LOUIS RENAL CARE, LLC
SAN DIEGO DIALYSIS SERVICES, INC.
SANTA XXXXXXX COMMUNITY DIALYSIS CENTER
SMYRNA DIALYSIS CENTER, LLC
SORB TECHNOLOGY, INC.
SPECTRA DIAGNOSTICS, LLC
SPECTRA EAST, INC.
SPECTRA LABORATORIES, INC.
SPECTRA MEDICAL DATA PROCESSING, LLC
SPECTRA RENAL RESEARCH, LLC
SSKG, INC.
ST. LOUIS REGIONAL DIALYSIS CENTER, INC.
STAT DIALYSIS CORPORATION
STONE MOUNTAIN DIALYSIS CENTER, LLC
STUTTGART DIALYSIS, LLC
TAPPAHANNOCK DIALYSIS CENTER, INC
XXXXXXX DIALYSIS CENTER, L.L.C.
THREE RIVERS DIALYSIS SERVICES, LLC
U.S. VASCULAR ACCESS HOLDINGS, LLC
WARRENTON DIALYSIS FACILITY, INC.
WEST END DIALYSIS CENTER, INC.
WEST PALM DIALYSIS, LLC
XXXXXXX DIALYSIS, INC.
WSKC DIALYSIS SERVICES, INC.
2
EXHIBIT V
FORM OF
REAFFIRMATION OF PARENT AGREEMENT
REAFFIRMATION OF PARENT AGREEMENT
August 9, 2011
WestLB, AG, New York Branch, as Administrative Agent and Agent 7 World Trade Center 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 |
Barclays Bank PLC as Administrative Agent 000 0xx Xxxxxx, 00 Xxxxx Xxx Xxxx, XX, 00000 |
|
Credit Agricole Corporate and Investment Bank, New York, as Administrative Agent 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
Royal Bank of Canada as Administrative Agent 0 Xxxxxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 |
|
The Bank of Nova Scotia as Administrative Agent 000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 |
Each of the undersigned, Fresenius Medical Care AG & Co. KGaA and FRESENIUS MEDICAL CARE HOLDINGS,
INC. (i) acknowledges, and consents to, the execution of that certain Amendment No. 3, dated as of
August 9, 2011 (the “TAA Amendment”) with respect to the Fifth Amended and Restated
Transfer and Administration Agreement, dated as of November 17, 2009, in each case among NMC
Funding Corporation, National Medical Care, Inc., the entities parties thereto as “Conduit
Investors”, the financial institutions parties thereto as “Bank Investors”, the
financial institutions parties thereto as “Administrative Agents” and WestLB AG, New York
Branch, as “Agent”, together with the other instruments, documents and agreements
referenced in Section 2 of the TAA Amendment (collectively, the “Amendment Documents”),
(iii) reaffirms all of its obligations under that certain Amended and Restated Parent Agreement
dated as of October 16, 2008 made by the undersigned (as amended or otherwise modified from time to
time, the “Parent Agreement”), and (iv) acknowledges and agrees that, after giving effect
to the TAA Amendment and the other Amendment Documents, such Parent Agreement remains in full force
and effect and such Parent Agreement is hereby ratified and confirmed.
2
| FRESENIUS | MEDICAL CARE HOLDINGS, INC. | FRESENIUS MEDICAL CARE AG | ||||
| & Co. KGaA | ||||||
| represented by | ||||||
| Fresenius Medical Care Management AG | ||||||
| (General Partner) | ||||||
By: Name: |
/s/ Xxxx Xxxxxxx
|
By: Name: |
/s/ Xx. Xxx Xxxxx
|
|||
Title:
|
Vice President &Asst. Treasurer | Title: | Member of the Management Board CEO | |||
| By: Name: |
/s/ Xx. Xxxxxx Xxxxx
|
|||||
| Title: | Member of the Management Board CAO | |||||
2
