Exhibit 4.16

 

EXECUTION VERSION

 

AMENDMENT NO. 3

 

Dated as of March 13, 2020

 

to

 

SEVENTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

 

Dated as of November 24, 2014

 

THIS AMENDMENT NO. 3 (this “Amendment”) dated as of March 13, 2020 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) THE BANK OF NOVA SCOTIA, 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 Seventh Amended and Restated Transfer and Administration Agreement dated as of November 24, 2014 (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          Applicable Margin. The definition of “Applicable Margin” in Section 1.1 of the TAA is hereby amended to delete and replace the table appearing in such definition with the following table:

 











 

	
Consolidated Leverage Ratio
    	
 
    	
Base Margin
    	
 
    
	
Greater than   4.45:1.0
    	
 
    	
1.500
    	
%
    
	
Greater than   3.95:1.0 but less than or equal to 4.45:1.0
    	
 
    	
1.375
    	
%
    
	
Greater than   3.45:1.0 but less than or equal to 3.95:1.0
    	
 
    	
1.250
    	
%
    
	
Greater than   2.95:1.0 but less than or equal to 3.45:1.0
    	
 
    	
1.125
    	
%
    
	
Less than or   equal to 2.95:1.0
    	
 
    	
1.000
    	
%
    


 

1.2          Capitalized Lease. The definition of “Capitalized Lease” in Section 1.1 of the TAA is hereby deleted.

 

1.3          Indebtedness. The definition of “Indebtedness” or “indebtedness” in Section 1.1 of the TAA is hereby deleted and replaced with the following:

 

“Indebtedness” or “indebtedness” means, with respect to any Person and without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations in respect of leases as determined under IFRS and (vi) obligations for which such Person is obligated pursuant to a Guaranty.

 

1.4          Each of Section 10.3 and Schedule I of the TAA is hereby amended to replace “1251 Avenue of the Americas” with “1221 Avenue of the Americas” in the notice addresses for the Related Group that includes MUFG in each place in which that address appears.

 

1.5          Exhibit Q is hereby replaced with the form of Exhibit Q attached as Exhibit A hereto.

 

SECTION 2.           Conditions Precedent. This Amendment shall become effective and be deemed effective as of March 13, 2020 (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)           an amendment to the Receivables Purchase Agreement, dated as of the date hereof, substantially in the form of Exhibit B hereto, duly executed and delivered

 

2











 

by each of the parties thereto (and each of the parties hereto, by its execution of this Amendment, hereby consents to such execution and delivery);

 

(c)           a fully executed amendment to the Parent Agreement, dated as of the date hereof, substantially in the form of Exhibit C attached hereto, duly executed and delivered by each of the parties thereto;

 

(d)           a Certificate of the Collection Agent certifying therein (i) a true and correct copy of the Account Schedule and (ii) a true and correct copy of the FI/MAC Schedule; and

 

(e)           such other documents, instruments, certificates and opinions as the Agent or any Administrative Agent shall reasonably request.

 

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.         Acknowledgements of the Amendment to Exhibit Q of the TAA.

 

Each of the parties hereto hereby acknowledges that the amendment to Exhibit Q of the TAA that is being effected pursuant to Section 1.5 of this Amendment is solely for the convenience of the parties and reflects the removal of Transferring Affiliates that occurred since December 20, 2018 pursuant to the second paragraph of Section 2.15(a) of the TAA.

 

SECTION 5.         Reference to and Effect on the TAA.

 

5.1          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.

 

5.2          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.

 

3











 

5.3          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.

 

5.4          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 6.         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 7.         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 electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.

 

SECTION 8.         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]

 

4











 

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:
    	
/s/ Mark Fawcett
    
	
 
    	
Name:
    	
Mark Fawcett
    
	
 
    	
Title:
    	
Senior Vice President & Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
NATIONAL MEDICAL CARE, INC., as
    
	
 
    	
Collection Agent
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mark Fawcett
    
	
 
    	
Name:
    	
Mark Fawcett
    
	
 
    	
Title:
    	
Senior Vice President & Treasurer
    


 

Signature Page

Amendment No. 3 to Seventh Amended and Restated

Transfer and Administration Agreement

 











 

	
 
    	
THE BANK OF NOVA SCOTIA, as Agent, as an
    
	
 
    	
Administrative Agent and as a Bank Investor
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Douglas Noe
    
	
 
    	
Name:
    	
Douglas Noe
    
	
 
    	
Title:
    	
Managing    Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
LIBERTY STREET FUNDING LLC, 
    
	
 
    	
as a Conduit Investor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jill A. Russo
    
	
 
    	
Name:
    	
Jill A. Russo
    
	
 
    	
Title:
    	
Vice President
    


 

Signature Page

Amendment No. 3 to Seventh Amended and Restated

Transfer and Administration Agreement

 











 

	
 
    	
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW   YORK, as an Administrative Agent and as a Bank Investor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Regan
    
	
 
    	
Name:
    	
Michael Regan
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Konstantina Kourmpetis
    
	
 
    	
Name:
    	
Konstantina Kourmpetis
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ATLANTIC ASSET SECURITIZATION LLC, as a Conduit   Investor
    
	
 
    	
 
    
	
 
    	
By: Credit Agricole Corporate and Investment Bank,   New York, its Attorney-in-Fact
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Regan
    
	
 
    	
Name:
    	
Michael Regan
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Konstantina Kourmpetis
    
	
 
    	
Name:
    	
Konstantina Kourmpetis
    
	
 
    	
Title:
    	
Managing Director
    


 

Signature Page

Amendment No. 3 to Seventh Amended and Restated

Transfer and Administration Agreement

 











 

	
 
    	
BARCLAYS BANK PLC, as an Administrative 

Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ David Hufnagel
    
	
 
    	
Name:
    	
David Hufnagel
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SHEFFIELD RECEIVABLES COMPANY, LLC, as a Conduit   Investor and as a Bank Investor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ David Hufnagel
    
	
 
    	
Name:
    	
David Hufnagel
    
	
 
    	
Title:
    	
Director
    


 

Signature Page

Amendment No. 3 to Seventh Amended and Restated

Transfer and Administration Agreement

 











 

	
 
    	
ROYAL BANK OF CANADA, as an Administrative Agent and   as a Bank Investor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Veronica L. Gallacher
    
	
 
    	
Name:
    	
Veronica L. Gallacher
    
	
 
    	
Title:
    	
Authorized Signatory
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
THUNDER BAY FUNDING, LLC, as a Conduit Investor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Veronica L. Gallacher
    
	
 
    	
Name:
    	
Veronica L. Gallacher
    
	
 
    	
Title:
    	
Authorized Signatory
    


 

Signature Page

Amendment No. 3 to Seventh Amended and Restated

Transfer and Administration Agreement

 











 

	
 
    	
PNC BANK, NATIONAL ASSOCIATION, as an Administrative   Agent, as a Bank Investor and as a Conduit Investor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eric Bruno
    
	
 
    	
Name:
    	
Eric Bruno
    
	
 
    	
Title:
    	
Senior Vice President
    


 

Signature Page

Amendment No. 3 to Seventh Amended and Restated

Transfer and Administration Agreement

 











 

	
 
    	
MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI   UFJ, LTD., NEW YORK BRANCH, as an Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eric Williams
    
	
 
    	
Name:
    	
Eric Williams
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI   UFJ, LTD., NEW YORK BRANCH, as a Bank Investor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eric Williams
    
	
 
    	
Name:
    	
Eric Williams
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
VICTORY RECEIVABLES CORPORATION, as a Conduit   Investor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin J. Corrigan
    
	
 
    	
Name:
    	
Kevin J. Corrigan
    
	
 
    	
Title:
    	
Vice President
    


 

Signature Page

Amendment No. 3 to Seventh Amended and Restated

Transfer and Administration Agreement

 









 

EXHIBIT A

 

Form of Exhibit Q to the

Seventh Amended and Restated

Transfer and Administration Agreement

 

[Attached]

 











 

EXHIBIT Q

 

to

 

SEVENTH AMENDED AND RESTATED

 

TRANSFER AND ADMINISTRATION AGREEMENT

 

LIST OF TRANSFERRING AFFILIATES

 


	
 
    	
 
    	
 
    	
 
    	
State of
    
	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
Incorporation
    
	
1.
    	
 
    	
Apheresis Care Group, Inc.
    	
 
    	
Delaware
    
	
2.
    	
 
    	
Bio-Medical Applications Management   Company, Inc.
    	
 
    	
Delaware
    
	
3.
    	
 
    	
Bio-Medical Applications of Alabama, Inc.
    	
 
    	
Delaware
    
	
4.
    	
 
    	
Bio-Medical Applications of Amarillo, Inc.
    	
 
    	
Delaware
    
	
5.
    	
 
    	
Bio-Medical Applications of Anacostia, Inc.
    	
 
    	
Delaware
    
	
6.
    	
 
    	
Bio-Medical Applications of Aquadilla, Inc.
    	
 
    	
Delaware
    
	
7.
    	
 
    	
Bio-Medical Applications of Arecibo, Inc.
    	
 
    	
Delaware
    
	
8.
    	
 
    	
Bio-Medical Applications of Arkansas, Inc.
    	
 
    	
Delaware
    
	
9.
    	
 
    	
Bio-Medical Applications of Bayamon, Inc.
    	
 
    	
Delaware
    
	
10.
    	
 
    	
Bio-Medical Applications of Blue Springs, Inc.
    	
 
    	
Delaware
    
	
11.
    	
 
    	
Bio-Medical Applications of Caguas, Inc.
    	
 
    	
Delaware
    
	
12.
    	
 
    	
Bio-Medical Applications of California, Inc.
    	
 
    	
Delaware
    
	
13.
    	
 
    	
Bio-Medical Applications of Camarillo, Inc.
    	
 
    	
Delaware
    
	
14.
    	
 
    	
Bio-Medical Applications of Carolina, Inc.
    	
 
    	
Delaware
    
	
15.
    	
 
    	
Bio-Medical Applications of Clinton, Inc.
    	
 
    	
Delaware
    
	
16.
    	
 
    	
Bio-Medical Applications of Columbia   Heights, Inc.
    	
 
    	
Delaware
    
	
17.
    	
 
    	
Bio-Medical Applications of Connecticut, Inc.
    	
 
    	
Delaware
    
	
18.
    	
 
    	
Bio-Medical Applications of Delaware, Inc.
    	
 
    	
Delaware
    
	
19.
    	
 
    	
Bio-Medical Applications of Dover, Inc.
    	
 
    	
Delaware
    
	
20.
    	
 
    	
Bio-Medical Applications of Eureka, Inc.
    	
 
    	
Delaware
    
	
21.
    	
 
    	
Bio-Medical Applications of Fayetteville, Inc.
    	
 
    	
Delaware
    
	
22.
    	
 
    	
Bio-Medical Applications of Florida, Inc.
    	
 
    	
Delaware
    
	
23.
    	
 
    	
Bio-Medical Applications of Fremont, Inc.
    	
 
    	
Delaware
    
	
24.
    	
 
    	
Bio-Medical Applications of Fresno, Inc.
    	
 
    	
Delaware
    
	
25.
    	
 
    	
Bio-Medical Applications of Georgia, Inc.
    	
 
    	
Delaware
    
	
26.
    	
 
    	
Bio-Medical Applications of Guayama, Inc.
    	
 
    	
Delaware
    
	
27.
    	
 
    	
Bio-Medical Applications of Humacao, Inc.
    	
 
    	
Delaware
    
	
28.
    	
 
    	
Bio-Medical Applications of Illinois, Inc.
    	
 
    	
Delaware
    
	
29.
    	
 
    	
Bio-Medical Applications of Indiana, Inc.
    	
 
    	
Delaware
    
	
30.
    	
 
    	
Bio-Medical Applications of Kansas, Inc.
    	
 
    	
Delaware
    
	
31.
    	
 
    	
Bio-Medical Applications of Kentucky, Inc.
    	
 
    	
Delaware
    
	
32.
    	
 
    	
Bio-Medical Applications of Los Gatos, Inc.
    	
 
    	
Delaware
    
	
33.
    	
 
    	
Bio-Medical Applications of Louisiana, LLC
    	
 
    	
Delaware
    
	
34.
    	
 
    	
Bio-Medical Applications of Maine, Inc.
    	
 
    	
Delaware
    




 











 


	
 
    	
 
    	
 
    	
 
    	
State of
    
	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
Incorporation
    
	
35.
    	
 
    	
Bio-Medical Applications of Manchester, Inc.
    	
 
    	
Delaware
    
	
36.
    	
 
    	
Bio-Medical Applications of Maryland, Inc.
    	
 
    	
Delaware
    
	
37.
    	
 
    	
Bio-Medical Applications of Massachusetts, Inc.
    	
 
    	
Delaware
    
	
38.
    	
 
    	
Bio-Medical Applications of Mayaguez, Inc.
    	
 
    	
Delaware
    
	
39.
    	
 
    	
Bio-Medical Applications of Michigan, Inc.
    	
 
    	
Delaware
    
	
40.
    	
 
    	
Bio-Medical Applications of Minnesota, Inc.
    	
 
    	
Delaware
    
	
41.
    	
 
    	
Bio-Medical Applications of Mississippi, Inc.
    	
 
    	
Delaware
    
	
42.
    	
 
    	
Bio-Medical Applications of Missouri, Inc.
    	
 
    	
Delaware
    
	
43.
    	
 
    	
Bio-Medical Applications of New Hampshire, Inc.
    	
 
    	
Delaware
    
	
44.
    	
 
    	
Bio-Medical Applications of New Jersey, Inc.
    	
 
    	
Delaware
    
	
45.
    	
 
    	
Bio-Medical Applications of New Mexico, Inc.
    	
 
    	
Delaware
    
	
46.
    	
 
    	
Bio-Medical Applications of North   Carolina, Inc.
    	
 
    	
Delaware
    
	
47.
    	
 
    	
Bio-Medical Applications of Northeast   D.C., Inc.
    	
 
    	
Delaware
    
	
48.
    	
 
    	
Bio-Medical Applications of Ohio, Inc.
    	
 
    	
Delaware
    
	
49.
    	
 
    	
Bio-Medical Applications of Oklahoma, Inc.
    	
 
    	
Delaware
    
	
50.
    	
 
    	
Bio-Medical Applications of Pennsylvania, Inc.
    	
 
    	
Delaware
    
	
51.
    	
 
    	
Bio-Medical Applications of Ponce, Inc.
    	
 
    	
Delaware
    
	
52.
    	
 
    	
Bio-Medical Applications of Puerto Rico, Inc.
    	
 
    	
Delaware
    
	
53.
    	
 
    	
Bio-Medical Applications of Rhode Island, Inc.
    	
 
    	
Delaware
    
	
54.
    	
 
    	
Bio-Medical Applications of Rio Piedras, Inc.
    	
 
    	
Delaware
    
	
55.
    	
 
    	
Bio-Medical Applications of San German, Inc.
    	
 
    	
Delaware
    
	
56.
    	
 
    	
Bio-Medical Applications of San Juan, Inc.
    	
 
    	
Delaware
    
	
57.
    	
 
    	
Bio-Medical Applications of South   Carolina, Inc.
    	
 
    	
Delaware
    
	
58.
    	
 
    	
Bio-Medical Applications of Southeast   Washington, Inc.
    	
 
    	
Delaware
    
	
59.
    	
 
    	
Bio-Medical Applications of Tennessee, Inc.
    	
 
    	
Delaware
    
	
60.
    	
 
    	
Bio-Medical Applications of Texas, Inc.
    	
 
    	
Delaware
    
	
61.
    	
 
    	
Bio-Medical Applications of the District of   Columbia, Inc.
    	
 
    	
Delaware
    
	
62.
    	
 
    	
Bio-Medical Applications of Virginia, Inc.
    	
 
    	
Delaware
    
	
63.
    	
 
    	
Bio-Medical Applications of West Virginia, Inc.
    	
 
    	
Delaware
    
	
64.
    	
 
    	
Bio-Medical Applications of Wisconsin, Inc.
    	
 
    	
Delaware
    
	
65.
    	
 
    	
Bio-Medical Applications of Wyoming, LLC
    	
 
    	
Delaware
    
	
66.
    	
 
    	
Brevard County Dialysis, LLC
    	
 
    	
Florida
    
	
67.
    	
 
    	
Clayton County Dialysis, LLC
    	
 
    	
Georgia
    
	
68.
    	
 
    	
Clermont Dialysis Center, LLC
    	
 
    	
Georgia
    
	
69.
    	
 
    	
College Park Dialysis, LLC
    	
 
    	
Georgia
    
	
70.
    	
 
    	
Columbus Area Renal Alliance, LLC
    	
 
    	
Delaware
    
	
71.
    	
 
    	
Conejo Valley Dialysis, Inc.
    	
 
    	
California
    
	
72.
    	
 
    	
Dialysis America Georgia, LLC
    	
 
    	
Delaware
    
	
73.
    	
 
    	
Dialysis Associates of Northern New Jersey, L.L.C.
    	
 
    	
New Jersey
    
	
74.
    	
 
    	
Dialysis Centers of America - Illinois, Inc.
    	
 
    	
Illinois
    
	
75.
    	
 
    	
Dialysis Management Corporation
    	
 
    	
Texas
    
	
76.
    	
 
    	
Dialysis Services of Atlanta, Inc.
    	
 
    	
Georgia
    
	
77.
    	
 
    	
Dialysis Services of Cincinnati, Inc.
    	
 
    	
Ohio
    
	
78.
    	
 
    	
Dialysis Specialists of Marietta, Ltd.
    	
 
    	
Ohio
    




 

Q-2











 


	
 
    	
 
    	
 
    	
 
    	
State of
    
	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
Incorporation
    
	
79.
    	
 
    	
Dialysis Specialists of Topeka, Inc.
    	
 
    	
Kansas
    
	
80.
    	
 
    	
Douglas County Dialysis, LLC
    	
 
    	
Georgia
    
	
81.
    	
 
    	
Du Page Dialysis Ltd.
    	
 
    	
Illinois
    
	
82.
    	
 
    	
Everest Healthcare Holdings, Inc.
    	
 
    	
Delaware
    
	
83.
    	
 
    	
Everest Healthcare Indiana, Inc.
    	
 
    	
Indiana
    
	
84.
    	
 
    	
Everest Healthcare Ohio, Inc.
    	
 
    	
Ohio
    
	
85.
    	
 
    	
Everest Healthcare Rhode Island, Inc.
    	
 
    	
Delaware
    
	
86.
    	
 
    	
Everest Healthcare Texas, L.P.
    	
 
    	
Delaware
    
	
87.
    	
 
    	
FMS Delaware Dialysis, LLC
    	
 
    	
Delaware
    
	
88.
    	
 
    	
FMS Philadelphia Dialysis, LLC
    	
 
    	
Delaware
    
	
89.
    	
 
    	
Fondren Dialysis Clinic, Inc.
    	
 
    	
Texas
    
	
90.
    	
 
    	
Fort Scott Regional Dialysis Center, Inc.
    	
 
    	
Missouri
    
	
91.
    	
 
    	
Four State Regional Dialysis Center, Inc.
    	
 
    	
Missouri
    
	
92.
    	
 
    	
Fresenius Kidney Care Pittsburgh, LLC
    	
 
    	
Delaware
    
	
93.
    	
 
    	
Fresenius Management Services, Inc.
    	
 
    	
Delaware
    
	
94.
    	
 
    	
Fresenius Medical Care — South Texas Kidney, LLC
    	
 
    	
Delaware
    
	
95.
    	
 
    	
Fresenius Medical Care Dialysis Services Colorado,   LLC
    	
 
    	
Delaware
    
	
96.
    	
 
    	
Fresenius Medical Care Dialysis Services-Oregon, LLC
    	
 
    	
Oregon
    
	
97.
    	
 
    	
Fresenius Medical Care Harston Hall, LLC
    	
 
    	
Delaware
    
	
98.
    	
 
    	
Fresenius Medical Care Holdings, Inc.
    	
 
    	
New York
    
	
99.
    	
 
    	
Fresenius Medical Care of Illinois, LLC
    	
 
    	
Delaware
    
	
100.
    	
 
    	
Fresenius Medical Care of Montana, LLC
    	
 
    	
Delaware
    
	
101.
    	
 
    	
Fresenius Medical Care Ventures, LLC
    	
 
    	
Delaware
    
	
102.
    	
 
    	
Fresenius Medical Care West Bexar, LLC
    	
 
    	
Delaware
    
	
103.
    	
 
    	
Fresenius Medical Care-OSUIM Kidney Centers, LLC
    	
 
    	
Delaware
    
	
104.
    	
 
    	
Fresenius USA Manufacturing, Inc.
    	
 
    	
Delaware
    
	
105.
    	
 
    	
Fresenius USA Marketing, Inc.
    	
 
    	
Delaware
    
	
106.
    	
 
    	
Fresenius USA, Inc.
    	
 
    	
Massachusetts
    
	
107.
    	
 
    	
Gulf Region Mobile Dialysis, Inc.
    	
 
    	
Delaware
    
	
108.
    	
 
    	
Haemo-Stat, Inc.
    	
 
    	
California
    
	
109.
    	
 
    	
Hauppauge Dialysis Center, LLC
    	
 
    	
New York
    
	
110.
    	
 
    	
Henry Dialysis Center, LLC
    	
 
    	
Georgia
    
	
111.
    	
 
    	
Holton Dialysis Clinic, LLC
    	
 
    	
Georgia
    
	
112.
    	
 
    	
Home Dialysis of Muhlenberg County, Inc.
    	
 
    	
Kentucky
    
	
113.
    	
 
    	
Homestead Artificial Kidney Center, Inc.
    	
 
    	
Florida
    
	
114.
    	
 
    	
Inland Northwest Renal Care Group, LLC
    	
 
    	
Washington
    
	
115.
    	
 
    	
Jefferson County Dialysis, Inc.
    	
 
    	
Arkansas
    
	
116.
    	
 
    	
KDCO, Inc.
    	
 
    	
Missouri
    
	
117.
    	
 
    	
Kentucky Renal Care Group, LLC
    	
 
    	
Delaware
    
	
118.
    	
 
    	
Little Rock Dialysis, Inc.
    	
 
    	
Arkansas
    
	
119.
    	
 
    	
Maumee Dialysis Services, LLC
    	
 
    	
Delaware
    
	
120.
    	
 
    	
Metro Dialysis Center - Normandy, Inc.
    	
 
    	
Missouri
    
	
121.
    	
 
    	
Metro Dialysis Center - North, Inc.
    	
 
    	
Missouri
    
	
122.
    	
 
    	
National Medical Care, Inc.
    	
 
    	
Delaware
    




 

Q-3











 


	
 
    	
 
    	
 
    	
 
    	
State of
    
	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
Incorporation
    
	
123.
    	
 
    	
National Nephrology Associates of Texas, L.P.
    	
 
    	
Texas
    
	
124.
    	
 
    	
New York Dialysis Services, Inc.
    	
 
    	
New York
    
	
125.
    	
 
    	
NNA of Alabama, Inc.
    	
 
    	
Alabama
    
	
126.
    	
 
    	
NNA of East Orange, L.L.C.
    	
 
    	
New Jersey
    
	
127.
    	
 
    	
NNA of Georgia, Inc.
    	
 
    	
Delaware
    
	
128.
    	
 
    	
NNA of Harrison, L.L.C.
    	
 
    	
New Jersey
    
	
129.
    	
 
    	
NNA of Louisiana, LLC
    	
 
    	
Louisiana
    
	
130.
    	
 
    	
NNA of Oklahoma, Inc.
    	
 
    	
Nevada
    
	
131.
    	
 
    	
NNA of Oklahoma, L.L.C.
    	
 
    	
Oklahoma
    
	
132.
    	
 
    	
NNA of Rhode Island, Inc.
    	
 
    	
Rhode Island
    
	
133.
    	
 
    	
NNA of Toledo, Inc.
    	
 
    	
Ohio
    
	
134.
    	
 
    	
NNA-Saint Barnabas-Livingston, L.L.C.
    	
 
    	
New Jersey
    
	
135.
    	
 
    	
NNA-Saint Barnabas, L.L.C.
    	
 
    	
New Jersey
    
	
136.
    	
 
    	
Northeast Alabama Kidney Clinic, Inc.
    	
 
    	
Alabama
    
	
137.
    	
 
    	
Northern New Jersey Dialysis, L.L.C.
    	
 
    	
Delaware
    
	
138.
    	
 
    	
NRA-Ada, Oklahoma, LLC
    	
 
    	
Delaware
    
	
139.
    	
 
    	
NRA-Augusta, Georgia, LLC
    	
 
    	
Georgia
    
	
140.
    	
 
    	
NRA-Bamberg, South Carolina, LLC
    	
 
    	
Tennessee
    
	
141.
    	
 
    	
NRA-Crossville, Tennessee, LLC
    	
 
    	
Tennessee
    
	
142.
    	
 
    	
NRA-Farmington, Missouri, LLC
    	
 
    	
Delaware
    
	
143.
    	
 
    	
NRA-Georgetown, Kentucky, LLC
    	
 
    	
Delaware
    
	
144.
    	
 
    	
NRA-Hogansville, Georgia, LLC
    	
 
    	
Delaware
    
	
145.
    	
 
    	
NRA-Holly Hill, South Carolina, LLC
    	
 
    	
Tennessee
    
	
146.
    	
 
    	
NRA-Hollywood, South Carolina, LLC
    	
 
    	
Delaware
    
	
147.
    	
 
    	
NRA-Inpatient Dialysis, LLC
    	
 
    	
Tennessee
    
	
148.
    	
 
    	
NRA-LaGrange, Georgia, LLC
    	
 
    	
Delaware
    
	
149.
    	
 
    	
NRA-Mt. Pleasant, South Carolina, LLC
    	
 
    	
Tennessee
    
	
150.
    	
 
    	
NRA-New Castle, Indiana, LLC
    	
 
    	
Delaware
    
	
151.
    	
 
    	
NRA-Newnan Acquisition, LLC
    	
 
    	
Tennessee
    
	
152.
    	
 
    	
NRA-Orangeburg, South Carolina, LLC
    	
 
    	
Tennessee
    
	
153.
    	
 
    	
NRA-Palmetto, Georgia, LLC
    	
 
    	
Delaware
    
	
154.
    	
 
    	
NRA-Princeton, Kentucky, LLC
    	
 
    	
Tennessee
    
	
155.
    	
 
    	
NRA-Roanoke, Alabama, LLC
    	
 
    	
Tennessee
    
	
156.
    	
 
    	
NRA-South City, Missouri, LLC
    	
 
    	
Delaware
    
	
157.
    	
 
    	
NRA-St. Louis (Home Therapy Center), Missouri, LLC
    	
 
    	
Delaware
    
	
158.
    	
 
    	
NRA-St. Louis, Missouri, LLC
    	
 
    	
Delaware
    
	
159.
    	
 
    	
NRA-Talladega, Alabama, LLC
    	
 
    	
Tennessee
    
	
160.
    	
 
    	
NRA-Valdosta (North), Georgia, LLC
    	
 
    	
Delaware
    
	
161.
    	
 
    	
NRA-Valdosta, Georgia, LLC
    	
 
    	
Delaware
    
	
162.
    	
 
    	
NRA-Varnville, South Carolina, LLC
    	
 
    	
Tennessee
    
	
163.
    	
 
    	
NRA-Washington County, Missouri, LLC
    	
 
    	
Delaware
    
	
164.
    	
 
    	
NRA-Winchester, Indiana, LLC
    	
 
    	
Delaware
    
	
165.
    	
 
    	
Physicians Dialysis Company, Inc.
    	
 
    	
Pennsylvania
    
	
166.
    	
 
    	
QualiCenters Albany, Ltd.
    	
 
    	
Colorado
    




 

Q-4











 


	
 
    	
 
    	
 
    	
 
    	
State of
    
	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
Incorporation
    
	
167.
    	
 
    	
QualiCenters Bend LLC
    	
 
    	
Colorado
    
	
168.
    	
 
    	
QualiCenters Coos Bay, Ltd.
    	
 
    	
Colorado
    
	
169.
    	
 
    	
QualiCenters Eugene-Springfield, Ltd.
    	
 
    	
Colorado
    
	
170.
    	
 
    	
QualiCenters Inland Northwest L.L.C.
    	
 
    	
Colorado
    
	
171.
    	
 
    	
QualiCenters Pueblo LLC
    	
 
    	
Colorado
    
	
172.
    	
 
    	
QualiCenters Salem LLC
    	
 
    	
Colorado
    
	
173.
    	
 
    	
RAI Care Centers of Alabama, LLC
    	
 
    	
Delaware
    
	
174.
    	
 
    	
RAI Care Centers of Florida I, LLC
    	
 
    	
Delaware
    
	
175.
    	
 
    	
RAI Care Centers of Florida II, LLC
    	
 
    	
Delaware
    
	
176.
    	
 
    	
RAI Care Centers of Georgia I, LLC
    	
 
    	
Delaware
    
	
177.
    	
 
    	
RAI Care Centers of Illinois I, LLC
    	
 
    	
Delaware
    
	
178.
    	
 
    	
RAI Care Centers of Illinois II, LLC
    	
 
    	
Delaware
    
	
179.
    	
 
    	
RAI Care Centers of Maryland I, LLC
    	
 
    	
Delaware
    
	
180.
    	
 
    	
RAI Care Centers of Michigan I, LLC
    	
 
    	
Delaware
    
	
181.
    	
 
    	
RAI Care Centers of Michigan II, LLC
    	
 
    	
Delaware
    
	
182.
    	
 
    	
RAI Care Centers of Nebraska II, LLC
    	
 
    	
Delaware
    
	
183.
    	
 
    	
RAI Care Centers of North Carolina II, LLC
    	
 
    	
Delaware
    
	
184.
    	
 
    	
RAI Care Centers of Northern California I, LLC
    	
 
    	
Delaware
    
	
185.
    	
 
    	
RAI Care Centers of Northern California II, LLC
    	
 
    	
Delaware
    
	
186.
    	
 
    	
RAI Care Centers of Oakland II, LLC
    	
 
    	
Delaware
    
	
187.
    	
 
    	
RAI Care Centers of South Carolina I, LLC
    	
 
    	
Delaware
    
	
188.
    	
 
    	
RAI Care Centers of Southern California I, LLC
    	
 
    	
Delaware
    
	
189.
    	
 
    	
RAI Care Centers of Southern California II, LLC
    	
 
    	
Delaware
    
	
190.
    	
 
    	
RAI Care Centers of Virginia I, LLC
    	
 
    	
Delaware
    
	
191.
    	
 
    	
RCG Bloomington, LLC
    	
 
    	
Delaware
    
	
192.
    	
 
    	
RCG East Texas, LLP
    	
 
    	
Delaware
    
	
193.
    	
 
    	
RCG Indiana, L.L.C.
    	
 
    	
Delaware
    
	
194.
    	
 
    	
RCG Irving, LLP
    	
 
    	
Delaware
    
	
195.
    	
 
    	
RCG Martin, LLC
    	
 
    	
Delaware
    
	
196.
    	
 
    	
RCG Memphis East, LLC
    	
 
    	
Delaware
    
	
197.
    	
 
    	
RCG Mississippi, Inc.
    	
 
    	
Delaware
    
	
198.
    	
 
    	
RCG Pensacola, LLC
    	
 
    	
Delaware
    
	
199.
    	
 
    	
RCG Robstown, LLP
    	
 
    	
Delaware
    
	
200.
    	
 
    	
RCG University Division, Inc.
    	
 
    	
Tennessee
    
	
201.
    	
 
    	
Renal Care Group, Inc.
    	
 
    	
Delaware
    
	
202.
    	
 
    	
Renal Care Group Alaska, Inc.
    	
 
    	
Alaska
    
	
203.
    	
 
    	
Renal Care Group East, Inc.
    	
 
    	
Pennsylvania
    
	
204.
    	
 
    	
Renal Care Group Maplewood, LLC
    	
 
    	
Delaware
    
	
205.
    	
 
    	
Renal Care Group Northwest, Inc.
    	
 
    	
Delaware
    
	
206.
    	
 
    	
Renal Care Group of the Midwest, Inc.
    	
 
    	
Kansas
    
	
207.
    	
 
    	
Renal Care Group of the Ozarks, LLC
    	
 
    	
Delaware
    
	
208.
    	
 
    	
Renal Care Group of the Rockies, LLC
    	
 
    	
Delaware
    
	
209.
    	
 
    	
Renal Care Group of the South, Inc.
    	
 
    	
Delaware
    
	
210.
    	
 
    	
Renal Care Group of the Southeast, Inc.
    	
 
    	
Florida
    




 

Q-5











 


	
 
    	
 
    	
 
    	
 
    	
State of
    
	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
Incorporation
    
	
211.
    	
 
    	
Renal Care Group South New Mexico, LLC
    	
 
    	
Delaware
    
	
212.
    	
 
    	
Renal Care Group Southwest Michigan, LLC
    	
 
    	
Delaware
    
	
213.
    	
 
    	
Renal Care Group Southwest, L.P.
    	
 
    	
Delaware
    
	
214.
    	
 
    	
Renal Care Group Terre Haute, LLC
    	
 
    	
Delaware
    
	
215.
    	
 
    	
Renal Care Group Texas, Inc.
    	
 
    	
Texas
    
	
216.
    	
 
    	
Renal Care Group Toledo, LLC
    	
 
    	
Delaware
    
	
217.
    	
 
    	
Renal Care Group-Harlingen, L.P.
    	
 
    	
Delaware
    
	
218.
    	
 
    	
RenalPartners, Inc.
    	
 
    	
Delaware
    
	
219.
    	
 
    	
Renex Dialysis Clinic of Bloomfield, Inc.
    	
 
    	
New Jersey
    
	
220.
    	
 
    	
Renex Dialysis Clinic of Bridgeton, Inc.
    	
 
    	
Missouri
    
	
221.
    	
 
    	
Renex Dialysis Clinic of Creve Coeur, Inc.
    	
 
    	
Missouri
    
	
222.
    	
 
    	
Renex Dialysis Clinic of Maplewood, Inc.
    	
 
    	
Missouri
    
	
223.
    	
 
    	
Renex Dialysis Clinic of Orange, Inc.
    	
 
    	
New Jersey
    
	
224.
    	
 
    	
Renex Dialysis Clinic of Pittsburgh, Inc.
    	
 
    	
Pennsylvania
    
	
225.
    	
 
    	
Renex Dialysis Clinic of South Georgia, Inc.
    	
 
    	
Georgia
    
	
226.
    	
 
    	
Renex Dialysis Clinic of St. Louis, Inc.
    	
 
    	
Missouri
    
	
227.
    	
 
    	
Renex Dialysis Clinic of Tampa, Inc.
    	
 
    	
Florida
    
	
228.
    	
 
    	
Renex Dialysis Clinic of University City, Inc.
    	
 
    	
Missouri
    
	
229.
    	
 
    	
Renex Dialysis Facilities, Inc.
    	
 
    	
Mississippi
    
	
230.
    	
 
    	
Saint Louis Renal Care, LLC
    	
 
    	
Delaware
    
	
231.
    	
 
    	
San Diego Dialysis Services, Inc.
    	
 
    	
Delaware
    
	
232.
    	
 
    	
Santa Barbara Community Dialysis Center, Inc.
    	
 
    	
California
    
	
233.
    	
 
    	
Smyrna Dialysis Center, LLC
    	
 
    	
Georgia
    
	
234.
    	
 
    	
SSKG, Inc.
    	
 
    	
Illinois
    
	
235.
    	
 
    	
St. Louis Regional Dialysis Center, Inc.
    	
 
    	
Missouri
    
	
236.
    	
 
    	
STAT Dialysis Corporation
    	
 
    	
Delaware
    
	
237.
    	
 
    	
Stone Mountain Dialysis Center, LLC
    	
 
    	
Georgia
    
	
238.
    	
 
    	
Stuttgart Dialysis, LLC
    	
 
    	
Arkansas
    
	
239.
    	
 
    	
Tappahannock Dialysis Center, Inc.
    	
 
    	
Virginia
    
	
240.
    	
 
    	
Terrell Dialysis Center, L.L.C.
    	
 
    	
Delaware
    
	
241.
    	
 
    	
Warrenton Dialysis Facility, Inc.
    	
 
    	
Virginia
    
	
242.
    	
 
    	
West End Dialysis Center, Inc.
    	
 
    	
Virginia
    
	
243.
    	
 
    	
WSKC Dialysis Services, Inc.
    	
 
    	
Illinois
    




 

Q-6









 

EXHIBIT B

 

Form of Amendment No. 4 to the Receivables Purchase Agreement

 

[Attached]

 











 

EXECUTION VERSION

 

AMENDMENT NO. 4

 

Dated as of March 13, 2020

 

to

 

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

 

Dated as of January 17, 2013

 

THIS AMENDMENT No. 3 (this “Amendment”) dated as of March 13, 2020 is entered into by and between NMC FUNDING CORPORATION, a Delaware corporation, as Purchaser (the “Purchaser”) and NATIONAL MEDICAL CARE, INC., a Delaware corporation, as Seller (the “Seller”).

 

PRELIMINARY STATEMENTS

 

A. The Purchaser and the Seller are parties to that certain Second Amended and Restated Receivables Purchase Agreement dated as of January 17, 2013 (as amended or otherwise modified prior to the date hereof, the “RPA”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the RPA.

 

B. The Purchaser and the Seller have agreed to amend the RPA 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.

 

1.1 Capitalized Lease. The definition of “Capitalized Lease” in Section 1.1 of the RPA is hereby deleted.

 

1.2 Indebtedness. The definition of “Indebtedness” or “indebtedness” in Section 1.1 of the RPA is hereby deleted and replaced with the following:

 

“Indebtedness” or “indebtedness” means, with respect to any Person and without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations in respect of leases as determined under IFRS and (vi) obligations for which such Person is obligated pursuant to a Guaranty.

 











 

1.3 Exhibit J. Exhibit J (List of Transferring Affiliates, Chief Executive Offices of Transferring Affiliates and Tradenames) of the RPA is hereby deleted and replaced with the new Exhibit J attached hereto as Exhibit 1.

 

SECTION 2. Conditions Precedent. This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Purchaser of counterparts of this Amendment duly executed by the Purchaser and the Seller, and (ii) the effectiveness of Amendment No. 3 to the Seventh Amended and Restated Transfer and Administration Agreement of even date herewith among the Seller, the Purchaser, the Transferor, the Collection Agent, the Administrative Agents, the Conduit Investors, the Bank Investors and the Agent.

 

SECTION 3. Covenants, Representations and Warranties of the Seller.

 

3.1 Upon the effectiveness of this Amendment, the Seller hereby reaffirms all covenants, representations and warranties made by it in the RPA and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

 

3.2 Upon the effectiveness of this Amendment, the Seller 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) no Seller Default or Potential Seller Default shall exist under the RPA.

 

SECTION 4. Acknowledgements of the Amendment to Exhibit J of the RPA.

 

Each of the Purchaser and the Seller hereby acknowledges that the amendment to Exhibit J of the RPA that is being effected pursuant to Section 1.3 of this Amendment is solely for the convenience of the parties and reflects the removal of Transferring Affiliates that occurred since December 20, 2018 pursuant to Section 2.7(b) of the RPA.

 

SECTION 5. Reference to and Effect on the RPA.

 

5.1 Upon the effectiveness of this Amendment, each reference in the RPA to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the RPA as amended hereby, and each reference to the RPA in any other document, instrument and agreement executed and/or delivered in connection with the RPA shall mean and be a reference to the RPA as amended hereby.

 

5.2 Except as specifically amended hereby, the RPA 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.

 

5.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Purchaser or any of its assignees under the RPA or any other document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

 

2











 

SECTION 6. 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 7. 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 via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

 

SECTION 8. 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]

 

3











 

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   Purchaser
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
Mark   Fawcett
    
	
 
    	
Title:
    	
Senior   Vice President & Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
NATIONAL   MEDICAL CARE, INC.,
    
	
 
    	
as   Seller
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
Mark   Fawcett
    
	
 
    	
Title:
    	
Senior   Vice President & Treasurer
    


 

Signature Page

Amendment No. 4 to Second Amended and Restated Receivables Purchase Agreement

 









 

Exhibit 1
 to Amendment

 

EXHIBIT J

 

to

 

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

 

LIST OF TRANSFERRING AFFILIATES, CHIEF EXECUTIVE

 

OFFICES OF TRANSFERRING AFFILIATES AND TRADENAMES

 

SECTIONS 2.7(b), 3.1(i) and 3.1(k)(iv)

 


	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
State of
   Incorporation
    
	
1.
    	
 
    	
Apheresis Care Group, Inc.
    	
 
    	
Delaware
    
	
2.
    	
 
    	
Bio-Medical Applications Management   Company, Inc.
    	
 
    	
Delaware
    
	
3.
    	
 
    	
Bio-Medical Applications of Alabama, Inc.
    	
 
    	
Delaware
    
	
4.
    	
 
    	
Bio-Medical Applications of Amarillo, Inc.
    	
 
    	
Delaware
    
	
5.
    	
 
    	
Bio-Medical Applications of Anacostia, Inc.
    	
 
    	
Delaware
    
	
6.
    	
 
    	
Bio-Medical Applications of Aquadilla, Inc.
    	
 
    	
Delaware
    
	
7.
    	
 
    	
Bio-Medical Applications of Arecibo, Inc.
    	
 
    	
Delaware
    
	
8.
    	
 
    	
Bio-Medical Applications of Arkansas, Inc.
    	
 
    	
Delaware
    
	
9.
    	
 
    	
Bio-Medical Applications of Bayamon, Inc.
    	
 
    	
Delaware
    
	
10.
    	
 
    	
Bio-Medical Applications of Blue Springs, Inc.
    	
 
    	
Delaware
    
	
11.
    	
 
    	
Bio-Medical Applications of Caguas, Inc.
    	
 
    	
Delaware
    
	
12.
    	
 
    	
Bio-Medical Applications of California, Inc.
    	
 
    	
Delaware
    
	
13.
    	
 
    	
Bio-Medical Applications of Camarillo, Inc.
    	
 
    	
Delaware
    
	
14.
    	
 
    	
Bio-Medical Applications of Carolina, Inc.
    	
 
    	
Delaware
    
	
15.
    	
 
    	
Bio-Medical Applications of Clinton, Inc.
    	
 
    	
Delaware
    
	
16.
    	
 
    	
Bio-Medical Applications of Columbia   Heights, Inc.
    	
 
    	
Delaware
    
	
17.
    	
 
    	
Bio-Medical Applications of Connecticut, Inc.
    	
 
    	
Delaware
    
	
18.
    	
 
    	
Bio-Medical Applications of Delaware, Inc.
    	
 
    	
Delaware
    
	
19.
    	
 
    	
Bio-Medical Applications of Dover, Inc.
    	
 
    	
Delaware
    
	
20.
    	
 
    	
Bio-Medical Applications of Eureka, Inc.
    	
 
    	
Delaware
    
	
21.
    	
 
    	
Bio-Medical Applications of Fayetteville, Inc.
    	
 
    	
Delaware
    
	
22.
    	
 
    	
Bio-Medical Applications of Florida, Inc.
    	
 
    	
Delaware
    
	
23.
    	
 
    	
Bio-Medical Applications of Fremont, Inc.
    	
 
    	
Delaware
    
	
24.
    	
 
    	
Bio-Medical Applications of Fresno, Inc.
    	
 
    	
Delaware
    
	
25.
    	
 
    	
Bio-Medical Applications of Georgia, Inc.
    	
 
    	
Delaware
    
	
26.
    	
 
    	
Bio-Medical Applications of Guayama, Inc.
    	
 
    	
Delaware
    
	
27.
    	
 
    	
Bio-Medical Applications of Humacao, Inc.
    	
 
    	
Delaware
    
	
28.
    	
 
    	
Bio-Medical Applications of Illinois, Inc.
    	
 
    	
Delaware
    
	
29.
    	
 
    	
Bio-Medical Applications of Indiana, Inc.
    	
 
    	
Delaware
    




 

J-1











 


	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
State of
   Incorporation
    
	
30.
    	
 
    	
Bio-Medical Applications of Kansas, Inc.
    	
 
    	
Delaware
    
	
31.
    	
 
    	
Bio-Medical Applications of Kentucky, Inc.
    	
 
    	
Delaware
    
	
32.
    	
 
    	
Bio-Medical Applications of Los Gatos, Inc.
    	
 
    	
Delaware
    
	
33.
    	
 
    	
Bio-Medical Applications of Louisiana, LLC
    	
 
    	
Delaware
    
	
34.
    	
 
    	
Bio-Medical Applications of Maine, Inc.
    	
 
    	
Delaware
    
	
35.
    	
 
    	
Bio-Medical Applications of Manchester, Inc.
    	
 
    	
Delaware
    
	
36.
    	
 
    	
Bio-Medical Applications of Maryland, Inc.
    	
 
    	
Delaware
    
	
37.
    	
 
    	
Bio-Medical Applications of Massachusetts, Inc.
    	
 
    	
Delaware
    
	
38.
    	
 
    	
Bio-Medical Applications of Mayaguez, Inc.
    	
 
    	
Delaware
    
	
39.
    	
 
    	
Bio-Medical Applications of Michigan, Inc.
    	
 
    	
Delaware
    
	
40.
    	
 
    	
Bio-Medical Applications of Minnesota, Inc.
    	
 
    	
Delaware
    
	
41.
    	
 
    	
Bio-Medical Applications of Mississippi, Inc.
    	
 
    	
Delaware
    
	
42.
    	
 
    	
Bio-Medical Applications of Missouri, Inc.
    	
 
    	
Delaware
    
	
43.
    	
 
    	
Bio-Medical Applications of New Hampshire, Inc.
    	
 
    	
Delaware
    
	
44.
    	
 
    	
Bio-Medical Applications of New Jersey, Inc.
    	
 
    	
Delaware
    
	
45.
    	
 
    	
Bio-Medical Applications of New Mexico, Inc.
    	
 
    	
Delaware
    
	
46.
    	
 
    	
Bio-Medical Applications of North   Carolina, Inc.
    	
 
    	
Delaware
    
	
47.
    	
 
    	
Bio-Medical Applications of Northeast   D.C., Inc.
    	
 
    	
Delaware
    
	
48.
    	
 
    	
Bio-Medical Applications of Ohio, Inc.
    	
 
    	
Delaware
    
	
49.
    	
 
    	
Bio-Medical Applications of Oklahoma, Inc.
    	
 
    	
Delaware
    
	
50.
    	
 
    	
Bio-Medical Applications of Pennsylvania, Inc.
    	
 
    	
Delaware
    
	
51.
    	
 
    	
Bio-Medical Applications of Ponce, Inc.
    	
 
    	
Delaware
    
	
52.
    	
 
    	
Bio-Medical Applications of Puerto Rico, Inc.
    	
 
    	
Delaware
    
	
53.
    	
 
    	
Bio-Medical Applications of Rhode Island, Inc.
    	
 
    	
Delaware
    
	
54.
    	
 
    	
Bio-Medical Applications of Rio Piedras, Inc.
    	
 
    	
Delaware
    
	
55.
    	
 
    	
Bio-Medical Applications of San German, Inc.
    	
 
    	
Delaware
    
	
56.
    	
 
    	
Bio-Medical Applications of San Juan, Inc.
    	
 
    	
Delaware
    
	
57.
    	
 
    	
Bio-Medical Applications of South   Carolina, Inc.
    	
 
    	
Delaware
    
	
58.
    	
 
    	
Bio-Medical Applications of Southeast   Washington, Inc.
    	
 
    	
Delaware
    
	
59.
    	
 
    	
Bio-Medical Applications of Tennessee, Inc.
    	
 
    	
Delaware
    
	
60.
    	
 
    	
Bio-Medical Applications of Texas, Inc.
    	
 
    	
Delaware
    
	
61.
    	
 
    	
Bio-Medical Applications of the District of   Columbia, Inc.
    	
 
    	
Delaware
    
	
62.
    	
 
    	
Bio-Medical Applications of Virginia, Inc.
    	
 
    	
Delaware
    
	
63.
    	
 
    	
Bio-Medical Applications of West Virginia, Inc.
    	
 
    	
Delaware
    
	
64.
    	
 
    	
Bio-Medical Applications of Wisconsin, Inc.
    	
 
    	
Delaware
    
	
65.
    	
 
    	
Bio-Medical Applications of Wyoming, LLC
    	
 
    	
Delaware
    
	
66.
    	
 
    	
Brevard County Dialysis, LLC
    	
 
    	
Florida
    
	
67.
    	
 
    	
Clayton County Dialysis, LLC
    	
 
    	
Georgia
    
	
68.
    	
 
    	
Clermont Dialysis Center, LLC
    	
 
    	
Georgia
    
	
69.
    	
 
    	
College Park Dialysis, LLC
    	
 
    	
Georgia
    
	
70.
    	
 
    	
Columbus Area Renal Alliance, LLC
    	
 
    	
Delaware
    
	
71.
    	
 
    	
Conejo Valley Dialysis, Inc.
    	
 
    	
California
    
	
72.
    	
 
    	
Dialysis America Georgia, LLC
    	
 
    	
Delaware
    
	
73.
    	
 
    	
Dialysis Associates of Northern New Jersey, L.L.C.
    	
 
    	
New Jersey
    




 

J-2











 


	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
State of
   Incorporation
    
	
74.
    	
 
    	
Dialysis Centers of America - Illinois, Inc.
    	
 
    	
Illinois
    
	
75.
    	
 
    	
Dialysis Management Corporation
    	
 
    	
Texas
    
	
76.
    	
 
    	
Dialysis Services of Atlanta, Inc.
    	
 
    	
Georgia
    
	
77.
    	
 
    	
Dialysis Services of Cincinnati, Inc.
    	
 
    	
Ohio
    
	
78.
    	
 
    	
Dialysis Specialists of Marietta, Ltd.
    	
 
    	
Ohio
    
	
79.
    	
 
    	
Dialysis Specialists of Topeka, Inc.
    	
 
    	
Kansas
    
	
80.
    	
 
    	
Douglas County Dialysis, LLC
    	
 
    	
Georgia
    
	
81.
    	
 
    	
Du Page Dialysis Ltd.
    	
 
    	
Illinois
    
	
82.
    	
 
    	
Everest Healthcare Holdings, Inc.
    	
 
    	
Delaware
    
	
83.
    	
 
    	
Everest Healthcare Indiana, Inc.
    	
 
    	
Indiana
    
	
84.
    	
 
    	
Everest Healthcare Ohio, Inc.
    	
 
    	
Ohio
    
	
85.
    	
 
    	
Everest Healthcare Rhode Island, Inc.
    	
 
    	
Delaware
    
	
86.
    	
 
    	
Everest Healthcare Texas, L.P.
    	
 
    	
Delaware
    
	
87.
    	
 
    	
FMS Delaware Dialysis, LLC
    	
 
    	
Delaware
    
	
88.
    	
 
    	
FMS Philadelphia Dialysis, LLC
    	
 
    	
Delaware
    
	
89.
    	
 
    	
Fondren Dialysis Clinic, Inc.
    	
 
    	
Texas
    
	
90.
    	
 
    	
Fort Scott Regional Dialysis Center, Inc.
    	
 
    	
Missouri
    
	
91.
    	
 
    	
Four State Regional Dialysis Center, Inc.
    	
 
    	
Missouri
    
	
92.
    	
 
    	
Fresenius Kidney Care Pittsburgh, LLC
    	
 
    	
Delaware
    
	
93.
    	
 
    	
Fresenius Management Services, Inc.
    	
 
    	
Delaware
    
	
94.
    	
 
    	
Fresenius Medical Care — South Texas Kidney, LLC
    	
 
    	
Delaware
    
	
95.
    	
 
    	
Fresenius Medical Care Dialysis Services Colorado,   LLC
    	
 
    	
Delaware
    
	
96.
    	
 
    	
Fresenius Medical Care Dialysis Services-Oregon, LLC
    	
 
    	
Oregon
    
	
97.
    	
 
    	
Fresenius Medical Care Harston Hall, LLC
    	
 
    	
Delaware
    
	
98.
    	
 
    	
Fresenius Medical Care Holdings, Inc.
    	
 
    	
New York
    
	
99.
    	
 
    	
Fresenius Medical Care of Illinois, LLC
    	
 
    	
Delaware
    
	
100.
    	
 
    	
Fresenius Medical Care of Montana, LLC
    	
 
    	
Delaware
    
	
101.
    	
 
    	
Fresenius Medical Care Ventures, LLC
    	
 
    	
Delaware
    
	
102.
    	
 
    	
Fresenius Medical Care West Bexar, LLC
    	
 
    	
Delaware
    
	
103.
    	
 
    	
Fresenius Medical Care-OSUIM Kidney Centers, LLC
    	
 
    	
Delaware
    
	
104.
    	
 
    	
Fresenius USA Manufacturing, Inc.
    	
 
    	
Delaware
    
	
105.
    	
 
    	
Fresenius USA Marketing, Inc.
    	
 
    	
Delaware
    
	
106.
    	
 
    	
Fresenius USA, Inc.
    	
 
    	
Massachusetts
    
	
107.
    	
 
    	
Gulf Region Mobile Dialysis, Inc.
    	
 
    	
Delaware
    
	
108.
    	
 
    	
Haemo-Stat, Inc.
    	
 
    	
California
    
	
109.
    	
 
    	
Hauppauge Dialysis Center, LLC
    	
 
    	
New York
    
	
110.
    	
 
    	
Henry Dialysis Center, LLC
    	
 
    	
Georgia
    
	
111.
    	
 
    	
Holton Dialysis Clinic, LLC
    	
 
    	
Georgia
    
	
112.
    	
 
    	
Home Dialysis of Muhlenberg County, Inc.
    	
 
    	
Kentucky
    
	
113.
    	
 
    	
Homestead Artificial Kidney Center, Inc.
    	
 
    	
Florida
    
	
114.
    	
 
    	
Inland Northwest Renal Care Group, LLC
    	
 
    	
Washington
    
	
115.
    	
 
    	
Jefferson County Dialysis, Inc.
    	
 
    	
Arkansas
    
	
116.
    	
 
    	
KDCO, Inc.
    	
 
    	
Missouri
    
	
117.
    	
 
    	
Kentucky Renal Care Group, LLC
    	
 
    	
Delaware
    




 

J-3











 


	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
State of
   Incorporation
    
	
118.
    	
 
    	
Little Rock Dialysis, Inc.
    	
 
    	
Arkansas
    
	
119.
    	
 
    	
Maumee Dialysis Services, LLC
    	
 
    	
Delaware
    
	
120.
    	
 
    	
Metro Dialysis Center - Normandy, Inc.
    	
 
    	
Missouri
    
	
121.
    	
 
    	
Metro Dialysis Center - North, Inc.
    	
 
    	
Missouri
    
	
122.
    	
 
    	
National Medical Care, Inc.
    	
 
    	
Delaware
    
	
123.
    	
 
    	
National Nephrology Associates of Texas, L.P.
    	
 
    	
Texas
    
	
124.
    	
 
    	
New York Dialysis Services, Inc.
    	
 
    	
New York
    
	
125.
    	
 
    	
NNA of Alabama, Inc.
    	
 
    	
Alabama
    
	
126.
    	
 
    	
NNA of East Orange, L.L.C.
    	
 
    	
New Jersey
    
	
127.
    	
 
    	
NNA of Georgia, Inc.
    	
 
    	
Delaware
    
	
128.
    	
 
    	
NNA of Harrison, L.L.C.
    	
 
    	
New Jersey
    
	
129.
    	
 
    	
NNA of Louisiana, LLC
    	
 
    	
Louisiana
    
	
130.
    	
 
    	
NNA of Oklahoma, Inc.
    	
 
    	
Nevada
    
	
131.
    	
 
    	
NNA of Oklahoma, L.L.C.
    	
 
    	
Oklahoma
    
	
132.
    	
 
    	
NNA of Rhode Island, Inc.
    	
 
    	
Rhode Island
    
	
133.
    	
 
    	
NNA of Toledo, Inc.
    	
 
    	
Ohio
    
	
134.
    	
 
    	
NNA-Saint Barnabas-Livingston, L.L.C.
    	
 
    	
New Jersey
    
	
135.
    	
 
    	
NNA-Saint Barnabas, L.L.C.
    	
 
    	
New Jersey
    
	
136.
    	
 
    	
Northeast Alabama Kidney Clinic, Inc.
    	
 
    	
Alabama
    
	
137.
    	
 
    	
Northern New Jersey Dialysis, L.L.C.
    	
 
    	
Delaware
    
	
138.
    	
 
    	
NRA-Ada, Oklahoma, LLC
    	
 
    	
Delaware
    
	
139.
    	
 
    	
NRA-Augusta, Georgia, LLC
    	
 
    	
Georgia
    
	
140.
    	
 
    	
NRA-Bamberg, South Carolina, LLC
    	
 
    	
Tennessee
    
	
141.
    	
 
    	
NRA-Crossville, Tennessee, LLC
    	
 
    	
Tennessee
    
	
142.
    	
 
    	
NRA-Farmington, Missouri, LLC
    	
 
    	
Delaware
    
	
143.
    	
 
    	
NRA-Georgetown, Kentucky, LLC
    	
 
    	
Delaware
    
	
144.
    	
 
    	
NRA-Hogansville, Georgia, LLC
    	
 
    	
Delaware
    
	
145.
    	
 
    	
NRA-Holly Hill, South Carolina, LLC
    	
 
    	
Tennessee
    
	
146.
    	
 
    	
NRA-Hollywood, South Carolina, LLC
    	
 
    	
Delaware
    
	
147.
    	
 
    	
NRA-Inpatient Dialysis, LLC
    	
 
    	
Tennessee
    
	
148.
    	
 
    	
NRA-LaGrange, Georgia, LLC
    	
 
    	
Delaware
    
	
149.
    	
 
    	
NRA-Mt. Pleasant, South Carolina, LLC
    	
 
    	
Tennessee
    
	
150.
    	
 
    	
NRA-New Castle, Indiana, LLC
    	
 
    	
Delaware
    
	
151.
    	
 
    	
NRA-Newnan Acquisition, LLC
    	
 
    	
Tennessee
    
	
152.
    	
 
    	
NRA-Orangeburg, South Carolina, LLC
    	
 
    	
Tennessee
    
	
153.
    	
 
    	
NRA-Palmetto, Georgia, LLC
    	
 
    	
Delaware
    
	
154.
    	
 
    	
NRA-Princeton, Kentucky, LLC
    	
 
    	
Tennessee
    
	
155.
    	
 
    	
NRA-Roanoke, Alabama, LLC
    	
 
    	
Tennessee
    
	
156.
    	
 
    	
NRA-South City, Missouri, LLC
    	
 
    	
Delaware
    
	
157.
    	
 
    	
NRA-St. Louis (Home Therapy Center), Missouri, LLC
    	
 
    	
Delaware
    
	
158.
    	
 
    	
NRA-St. Louis, Missouri, LLC
    	
 
    	
Delaware
    
	
159.
    	
 
    	
NRA-Talladega, Alabama, LLC
    	
 
    	
Tennessee
    
	
160.
    	
 
    	
NRA-Valdosta (North), Georgia, LLC
    	
 
    	
Delaware
    
	
161.
    	
 
    	
NRA-Valdosta, Georgia, LLC
    	
 
    	
Delaware
    




 

J-4











 


	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
State of
   Incorporation
    
	
162.
    	
 
    	
NRA-Varnville, South Carolina, LLC
    	
 
    	
Tennessee
    
	
163.
    	
 
    	
NRA-Washington County, Missouri, LLC
    	
 
    	
Delaware
    
	
164.
    	
 
    	
NRA-Winchester, Indiana, LLC
    	
 
    	
Delaware
    
	
165.
    	
 
    	
Physicians Dialysis Company, Inc.
    	
 
    	
Pennsylvania
    
	
166.
    	
 
    	
QualiCenters Albany, Ltd.
    	
 
    	
Colorado
    
	
167.
    	
 
    	
QualiCenters Bend LLC
    	
 
    	
Colorado
    
	
168.
    	
 
    	
QualiCenters Coos Bay, Ltd.
    	
 
    	
Colorado
    
	
169.
    	
 
    	
QualiCenters Eugene-Springfield, Ltd.
    	
 
    	
Colorado
    
	
170.
    	
 
    	
QualiCenters Inland Northwest L.L.C.
    	
 
    	
Colorado
    
	
171.
    	
 
    	
QualiCenters Pueblo LLC
    	
 
    	
Colorado
    
	
172.
    	
 
    	
QualiCenters Salem LLC
    	
 
    	
Colorado
    
	
173.
    	
 
    	
RAI Care Centers of Alabama, LLC
    	
 
    	
Delaware
    
	
174.
    	
 
    	
RAI Care Centers of Florida I, LLC
    	
 
    	
Delaware
    
	
175.
    	
 
    	
RAI Care Centers of Florida II, LLC
    	
 
    	
Delaware
    
	
176.
    	
 
    	
RAI Care Centers of Georgia I, LLC
    	
 
    	
Delaware
    
	
177.
    	
 
    	
RAI Care Centers of Illinois I, LLC
    	
 
    	
Delaware
    
	
178.
    	
 
    	
RAI Care Centers of Illinois II, LLC
    	
 
    	
Delaware
    
	
179.
    	
 
    	
RAI Care Centers of Maryland I, LLC
    	
 
    	
Delaware
    
	
180.
    	
 
    	
RAI Care Centers of Michigan I, LLC
    	
 
    	
Delaware
    
	
181.
    	
 
    	
RAI Care Centers of Michigan II, LLC
    	
 
    	
Delaware
    
	
182.
    	
 
    	
RAI Care Centers of Nebraska II, LLC
    	
 
    	
Delaware
    
	
183.
    	
 
    	
RAI Care Centers of North Carolina II, LLC
    	
 
    	
Delaware
    
	
184.
    	
 
    	
RAI Care Centers of Northern California I, LLC
    	
 
    	
Delaware
    
	
185.
    	
 
    	
RAI Care Centers of Northern California II, LLC
    	
 
    	
Delaware
    
	
186.
    	
 
    	
RAI Care Centers of Oakland II, LLC
    	
 
    	
Delaware
    
	
187.
    	
 
    	
RAI Care Centers of South Carolina I, LLC
    	
 
    	
Delaware
    
	
188.
    	
 
    	
RAI Care Centers of Southern California I, LLC
    	
 
    	
Delaware
    
	
189.
    	
 
    	
RAI Care Centers of Southern California II, LLC
    	
 
    	
Delaware
    
	
190.
    	
 
    	
RAI Care Centers of Virginia I, LLC
    	
 
    	
Delaware
    
	
191.
    	
 
    	
RCG Bloomington, LLC
    	
 
    	
Delaware
    
	
192.
    	
 
    	
RCG East Texas, LLP
    	
 
    	
Delaware
    
	
193.
    	
 
    	
RCG Indiana, L.L.C.
    	
 
    	
Delaware
    
	
194.
    	
 
    	
RCG Irving, LLP
    	
 
    	
Delaware
    
	
195.
    	
 
    	
RCG Martin, LLC
    	
 
    	
Delaware
    
	
196.
    	
 
    	
RCG Memphis East, LLC
    	
 
    	
Delaware
    
	
197.
    	
 
    	
RCG Mississippi, Inc.
    	
 
    	
Delaware
    
	
198.
    	
 
    	
RCG Pensacola, LLC
    	
 
    	
Delaware
    
	
199.
    	
 
    	
RCG Robstown, LLP
    	
 
    	
Delaware
    
	
200.
    	
 
    	
RCG University Division, Inc.
    	
 
    	
Tennessee
    
	
201.
    	
 
    	
Renal Care Group, Inc.
    	
 
    	
Delaware
    
	
202.
    	
 
    	
Renal Care Group Alaska, Inc.
    	
 
    	
Alaska
    
	
203.
    	
 
    	
Renal Care Group East, Inc.
    	
 
    	
Pennsylvania
    
	
204.
    	
 
    	
Renal Care Group Maplewood, LLC
    	
 
    	
Delaware
    
	
205.
    	
 
    	
Renal Care Group Northwest, Inc.
    	
 
    	
Delaware
    




 

J-5











 


	
 
    	
 
    	
Transferring Affiliate
    	
 
    	
State of
   Incorporation
    
	
206.
    	
 
    	
Renal Care Group of the Midwest, Inc.
    	
 
    	
Kansas
    
	
207.
    	
 
    	
Renal Care Group of the Ozarks, LLC
    	
 
    	
Delaware
    
	
208.
    	
 
    	
Renal Care Group of the Rockies, LLC
    	
 
    	
Delaware
    
	
209.
    	
 
    	
Renal Care Group of the South, Inc.
    	
 
    	
Delaware
    
	
210.
    	
 
    	
Renal Care Group of the Southeast, Inc.
    	
 
    	
Florida
    
	
211.
    	
 
    	
Renal Care Group South New Mexico, LLC
    	
 
    	
Delaware
    
	
212.
    	
 
    	
Renal Care Group Southwest Michigan, LLC
    	
 
    	
Delaware
    
	
213.
    	
 
    	
Renal Care Group Southwest, L.P.
    	
 
    	
Delaware
    
	
214.
    	
 
    	
Renal Care Group Terre Haute, LLC
    	
 
    	
Delaware
    
	
215.
    	
 
    	
Renal Care Group Texas, Inc.
    	
 
    	
Texas
    
	
216.
    	
 
    	
Renal Care Group Toledo, LLC
    	
 
    	
Delaware
    
	
217.
    	
 
    	
Renal Care Group-Harlingen, L.P.
    	
 
    	
Delaware
    
	
218.
    	
 
    	
RenalPartners, Inc.
    	
 
    	
Delaware
    
	
219.
    	
 
    	
Renex Dialysis Clinic of Bloomfield, Inc.
    	
 
    	
New Jersey
    
	
220.
    	
 
    	
Renex Dialysis Clinic of Bridgeton, Inc.
    	
 
    	
Missouri
    
	
221.
    	
 
    	
Renex Dialysis Clinic of Creve Coeur, Inc.
    	
 
    	
Missouri
    
	
222.
    	
 
    	
Renex Dialysis Clinic of Maplewood, Inc.
    	
 
    	
Missouri
    
	
223.
    	
 
    	
Renex Dialysis Clinic of Orange, Inc.
    	
 
    	
New Jersey
    
	
224.
    	
 
    	
Renex Dialysis Clinic of Pittsburgh, Inc.
    	
 
    	
Pennsylvania
    
	
225.
    	
 
    	
Renex Dialysis Clinic of South Georgia, Inc.
    	
 
    	
Georgia
    
	
226.
    	
 
    	
Renex Dialysis Clinic of St. Louis, Inc.
    	
 
    	
Missouri
    
	
227.
    	
 
    	
Renex Dialysis Clinic of Tampa, Inc.
    	
 
    	
Florida
    
	
228.
    	
 
    	
Renex Dialysis Clinic of University City, Inc.
    	
 
    	
Missouri
    
	
229.
    	
 
    	
Renex Dialysis Facilities, Inc.
    	
 
    	
Mississippi
    
	
230.
    	
 
    	
Saint Louis Renal Care, LLC
    	
 
    	
Delaware
    
	
231.
    	
 
    	
San Diego Dialysis Services, Inc.
    	
 
    	
Delaware
    
	
232.
    	
 
    	
Santa Barbara Community Dialysis Center, Inc.
    	
 
    	
California
    
	
233.
    	
 
    	
Smyrna Dialysis Center, LLC
    	
 
    	
Georgia
    
	
234.
    	
 
    	
SSKG, Inc.
    	
 
    	
Illinois
    
	
235.
    	
 
    	
St. Louis Regional Dialysis Center, Inc.
    	
 
    	
Missouri
    
	
236.
    	
 
    	
STAT Dialysis Corporation
    	
 
    	
Delaware
    
	
237.
    	
 
    	
Stone Mountain Dialysis Center, LLC
    	
 
    	
Georgia
    
	
238.
    	
 
    	
Stuttgart Dialysis, LLC
    	
 
    	
Arkansas
    
	
239.
    	
 
    	
Tappahannock Dialysis Center, Inc.
    	
 
    	
Virginia
    
	
240.
    	
 
    	
Terrell Dialysis Center, L.L.C.
    	
 
    	
Delaware
    
	
241.
    	
 
    	
Warrenton Dialysis Facility, Inc.
    	
 
    	
Virginia
    
	
242.
    	
 
    	
West End Dialysis Center, Inc.
    	
 
    	
Virginia
    
	
243.
    	
 
    	
WSKC Dialysis Services, Inc.
    	
 
    	
Illinois
    




 

J-6











 

3.1(i) Place of Business: For each Transferring Affiliate, the principal place of business, chief executive office, and the offices where each Transferring Affiliate keeps substantially all its Records is 920 Winter Street, Waltham, MA 02451 and such other locations listed in Exhibit G.

 

	
3.1(k)(iv)
    	
Tradenames:
    	
Renal Care Group
    	
Fresenius Renal   Technologies
    
	
 
    	
 
    	
National Nephrology   Associates
    	
Fresenius Renal   Therapies
    
	
 
    	
 
    	
TruBlu Logistics (FUSA   Mfg)
    	
Fresenius Kidney Care
    
	
 
    	
 
    	
Fresenius Renal   Pharmaceuticals
    	
Fresenius USA
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Merger:
    	
On September 25,   2018, Mercy Dialysis Center, Inc. merged into Bio-Medical Applications   of Wisconsin, Inc.
    


 

J-7









 

EXHIBIT C

 

Form of Amendment No. 1 to the Third Amended and Restated Parent Agreement

 

[Attached]

 











 

EXECUTION VERSION

 

AMENDMENT NO. 1

 

Dated as of March 13, 2020

 

to

 

Third Amended and Restated Parent Agreement

 

Dated as of December 20, 2018

 

THIS AMENDMENT NO. 1 (this “Amendment”) dated as of March 13, 2020 is entered into by and among (i) FRESENIUS MEDICAL CARE AG & Co. KGaA, a German partnership limited by shares (“FMC KGaA”), (ii) FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York corporation (collectively with FMC KGaA, the “ Companies”), (iii) NMC FUNDING CORPORATION (“NMC Funding”) and (iv) THE BANK OF NOVA SCOTIA, as Agent (the “Agent”) for the Investors under (as defined in) the TAA.

 

PRELIMINARY STATEMENTS

 

A. The Companies entered into a Third Amended and Restated Parent Agreement dated as of December 20, 2018 in favor of NMC Funding and the Agent (the “Parent Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Parent Agreement.

 

B. The parties hereto have agreed to amend the Parent Agreement 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. AMENDMENT TO PARENT AGREEMENT.

 

Effective as of the Effective Date (as defined below),

 

(A) Section 6(a)(v)(A) of the Parent Agreement is hereby deleted in its entirety and replaced with the following:

 

(A) Consolidated Leverage Ratio. Ensure that as of the end of each fiscal quarter, the Consolidated Leverage Ratio will not exceed 4.45:1:00; provided that this limit may be increased, from time to time, by notice from FME KGaA in connection with one or a series of acquisitions and investments in any period of four consecutive fiscal quarters for which financial statements are available (plus the period extending until the next quarterly or annual financial statements shall be due) where the acquisition consideration (including assumed

 

1











 

indebtedness) is in excess of €1,000 million, to 4.95:1.0 for a period of up to four consecutive fiscal quarters (the “Covenant Holiday”). Thereafter, the Covenant Holiday will not be available again until the original financial covenant level has been complied with for at least one fiscal quarter;

 

SECTION 2. Effective Date.

 

This Amendment shall become effective and be deemed effective as of the date hereof (the “Effective Date”) subject to (i) the Agent’s receipt of counterparts of this Amendment duly executed by each Company, NMC Funding, the Agent and each of the Administrative Agents referred to in the introductory paragraph hereof and (ii) the effectiveness of Amendment No. 3, dated the date hereof, to the Seventh Amended and Restated Transfer and Administration Agreement, dated as of November 24, 2014 (the “TAA Amendment”), among the Seller, the Purchaser, the Transferor, the Collection Agent, the Administrative Agents, the Conduit Investors, the Bank Investors and the Agent.

 

SECTION 3. Acknowledgments, Consents, Covenants, Representations and Warranties of the Companies.

 

3.1 Each of the Companies hereby acknowledges, and consents to, the execution of the TAA Amendment, together with all the other instruments, documents and agreements referenced in Section 2 of the TAA Amendment (collectively, the “Amendment Documents”).

 

3.2  Upon the effectiveness of this Amendment, each of the Companies hereby

 

(i)    reaffirms all of its obligations under the Parent Agreement (as amended hereby) and (ii) reaffirms that all covenants, representations and warranties made by it in the Parent Agreement (as amended hereby) or otherwise in connection with the Transaction Documents are true and correct and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment and (iii) further acknowledges and agrees that, after giving effect to this Amendment and the Amendment Documents, such Parent Agreement remains in full force and effect and such Parent Agreement is hereby ratified and confirmed.

 

3.3 Upon the effectiveness of this Amendment, each of the Companies 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) no Termination Event or Potential Termination Event shall exist under the Transfer and Administration Agreement.

 

SECTION 4. Reference to and Effect on the Parent Agreement.

 

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 Parent Agreement.

 

4.2 Upon the effectiveness of this Amendment, each reference in the Parent Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like

 

2











 

import shall mean and be a reference to the Parent Agreement as amended hereby, and each reference to the Parent Agreement in any other document, instrument and agreement executed and/or delivered in connection with the Parent Agreement shall mean and be a reference to the Parent Agreement as amended hereby.

 

4.3 Except as specifically amended hereby, the Parent Agreement 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 the Agent under the Parent Agreement 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 electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.

 

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.

 

[Signature page to follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the date first written above.

 

	
 
    	
 
    	
FRESENIUS MEDICAL CARE AG & Co. KGaA,
   represented by
    
	
 
    	
 
    	
FRESENIUS MEDICAL CARE
   MANAGEMENT AG, its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
FRESENIUS MEDICAL CARE HOLDINGS, INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
Mark Fawcett
    
	
 
    	
 
    	
Title:
    	
Senior Vice President and Treasurer
    
	
 
    	
 
    	
 
    
	
Accepted and Agreed as of the date first above   written:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
NMC FUNDING CORPORATION
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Name:
    	
Mark Fawcett
    	
 
    	
 
    
	
Title:
    	
Senior Vice President and Treasurer
    	
 
    	
 
    


 

Signature Page to Amendment No. 1 to Third Amended and Restated Parent Agreement

 











 

	
THE BANK OF NOVA   SCOTIA,
    	
 
    	
 
    
	
as Agent
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Acknowledged by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
THE BANK OF NOVA   SCOTIA,
    	
 
    	
 
    
	
as an   Administrative Agent
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
BARCLAYS BANK   PLC,
    	
 
    	
 
    
	
as an   Administrative Agent
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW   YORK,
    	
 
    	
 
    
	
as an Administrative   Agent
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    


 

Signature Page to Amendment No. 1 to Third Amended and Restated Parent Agreement

 











 

	
ROYAL BANK OF CANADA,
    	
 
    	
 
    
	
as an   Administrative Agent
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
PNC BANK,   NATIONAL ASSOCIATION,
    	
 
    	
 
    
	
as an   Administrative Agent
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
   NEW YORK BRANCH,
    	
 
    	
 
    
	
as an Administrative   Agent
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    


 

Signature Page to Amendment No. 1 to Third Amended and Restated Parent Agreement