Exhibit 10.1

EXECUTION VERSION

 

 

 

CREDIT AGREEMENT

Dated as of June 24, 2014

among

DaVita HealthCare Partners Inc.,

as Borrower,

The Guarantors Party Hereto,

The Lenders Party Hereto,

and

JPMorgan Chase Bank, N.A.,

as Administrative Agent and Collateral Agent

Barclays Bank PLC, and

Wells Fargo Bank, National Association

as

Co-Syndication Agents

Bank of America, N.A.,

Credit Suisse AG,

Goldman Sachs Bank USA

JPMorgan Chase Bank, N.A.,

Morgan Stanley Senior Funding, Inc., and

SunTrust Bank,

as

Co-Documentation Agents

 

 

Barclays Bank PLC,

Wells Fargo Securities, LLC,

Credit Suisse Securities (USA) LLC,

Goldman Sachs Bank USA,

J.P. Morgan Securities, LLC

Bank of America, N.A.,

Morgan Stanley Senior Funding, Inc., and

SunTrust Robinson Humphrey, Inc.

as

Joint Lead Arrangers and Joint Bookrunners

The Bank of Nova Scotia,

Credit Agricole Securities (USA) Inc.

The Bank of Tokyo-Mitsubishi UFJ, Ltd., and

Sumitomo Mitsui Banking Corporation,

as

Senior Managing Agents

HSBC Securities (USA) Inc.,

Fifth Third Bank, and

Compass Bank

as

Managing Agents

 

 

 

---

TABLE OF CONTENTS

 

						Page
SECTION 1 DEFINITIONS							1
		1.1		Defined Terms			1
		1.2		Classification of Loans			47
		1.3		Terms Generally			47
		1.4		Accounting Terms; GAAP			48
		1.5		Resolution of Drafting Ambiguities			48
		1.6		Exchange Rates; Currency Equivalents			48
		1.7		Additional Alternative Currencies			49
		1.8		Change of Currency			50
SECTION 2 AMOUNT AND TERMS OF COMMITMENTS							50
		2.1		Term Commitments			50
		2.2		Procedure for Term Loan Borrowing			51
		2.3		Repayment of Term Loans			51
		2.4		Revolving Commitments			52
		2.5		Procedure for Revolving Loan Borrowing			52
		2.6		Swingline Commitment			53
		2.7		Procedure for Swingline Borrowing; Refunding of Swingline Loans			53
		2.8		Commitment Fees, etc			55
		2.9		Termination or Reduction of Revolving Commitments			56
		2.10		Optional Prepayments			56
		2.11		Mandatory Prepayments and Commitment Reductions			56
		2.12		Conversion and Continuation Options			59
		2.13		Limitations on Eurodollar Tranches			59
		2.14		Interest Rates and Payment Dates			60
		2.15		Computation of Interest and Fees			60
		2.16		Inability to Determine Interest Rate			61
		2.17		Pro Rata Treatment and Payments			61
		2.18		Requirements of Law			63
		2.19		Taxes			65
		2.20		Indemnity			67
		2.21		Change of Lending Office			67
		2.22		Replacement of Lenders			67
		2.23		Repayment of Loans; Evidence of Debt			68
		2.24		Increase in Commitments			68
		2.25		Extensions of Term Loans and Revolving Commitments			71
		2.26		Defaulting Lenders			73
		2.27		Refinancing Amendments			75
SECTION 3 LETTERS OF CREDIT							76
		3.1		LC Commitment			76
		3.2		Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions			77
		3.3		Fees and Other Charges			77

 

-i-

---

						Page
		3.4		Participations			77
		3.5		Reimbursement			78
		3.6		Obligations Absolute			79
		3.7		Disbursement Procedures			79
		3.8		Interim Interest			79
		3.9		Replacement of the Issuing Lender			80
		3.10		Cash Collateralization			80
		3.11		Provisions Related to Extended Revolving Commitments			81
SECTION 4 REPRESENTATIONS AND WARRANTIES							81
		4.1		Organization; Power			81
		4.2		Capital Stock; Subsidiaries			81
		4.3		Authorization; No Conflicts			81
		4.4		No Approvals			82
		4.5		Enforceability			82
		4.6		Litigation			82
		4.7		Financial Statements; Projections			82
		4.8		Properties			83
		4.9		Intellectual Property			84
		4.10		No Material Misstatements			84
		4.11		Margin Stock			84
		4.12		Investment Company Act			84
		4.13		Solvency			84
		4.14		Employee Benefit Plans			84
		4.15		Environmental Laws			85
		4.16		Taxes			86
		4.17		Government Reimbursement Programs; Medicare/Medicaid/Tricare; Commercial Reimbursement Programs; Corporate Practice of Medicine			86
		4.18		Agreements			89
		4.19		Use of Proceeds			89
		4.20		Labor Matters			89
		4.21		Insurance			89
		4.22		Security Documents			89
		4.23		Anti-Terrorism Law			90
SECTION 5 CONDITIONS PRECEDENT							91
		5.1		Conditions to Initial Credit Extension			91
		5.2		Conditions to All Credit Extensions			93
SECTION 6 AFFIRMATIVE COVENANTS							94
		6.1		Reporting Requirements			94
		6.2		Compliance with Laws, Etc.			97
		6.3		Payment of Taxes, Etc.			97
		6.4		Compliance with Environmental Laws			97
		6.5		Insurance			97
		6.6		Preservation of Corporate Existence, Etc.			98
		6.7		Visitation Rights			98
		6.8		Keeping of Books			99

 

-ii-

---

						Page
		6.9		Maintenance of Properties, Etc			99
		6.10		Transactions with Affiliates			99
		6.11		Use of Proceeds			99
		6.12		Additional Collateral; Additional Guarantors			99
		6.13		Security Interests; Further Assurances			100
		6.14		Information Regarding Collateral			101
		6.15		Ratings			101
		6.16		Management Services Agreements			101
		6.17		Post-Closing Actions			102
SECTION 7 NEGATIVE COVENANTS							102
		7.1		Liens, Etc.			102
		7.2		Debt			104
		7.3		Change in Nature of Business			106
		7.4		Mergers, Etc.			107
		7.5		Sales, Etc., of Assets			107
		7.6		Investments in Other Persons			110
		7.7		Restricted Payments			113
		7.8		Accounting Changes			114
		7.9		Prepayments of Other Debt; Modifications of Constitutive Documents and Other Documents, etc			114
		7.10		Negative Pledge			115
		7.11		Payment Restrictions Affecting Subsidiaries			115
		7.12		Non-Guarantor Domestic Subsidiaries			116
		7.13		Issuance of Additional Stock			116
		7.14		Anti-Terrorism Law; Anti-Money Laundering			117
		7.15		Embargoed Person			117
		7.16		Financial Covenant			117
SECTION 8 EVENTS OF DEFAULT							118
		8.1		Events of Default			118
		8.2		Application of Proceeds			120
SECTION 9 THE AGENTS							121
		9.1		Appointment and Authority			121
		9.2		Rights as a Lender			122
		9.3		Exculpatory Provisions			122
		9.4		Reliance by Agent			123
		9.5		Delegation of Duties			123
		9.6		Resignation of Agent			123
		9.7		Non-Reliance on Agent and Other Lenders			124
		9.8		No Other Duties, etc			124
SECTION 10 GUARANTEE							124
		10.1		The Guarantee			124
		10.2		Obligations Unconditional			125
		10.3		Reinstatement			126

 

-iii-

---

						Page
		10.4		Subrogation; Subordination			126
		10.5		Remedies			126
		10.6		Instrument for the Payment of Money			126
		10.7		Continuing Guarantee			126
		10.8		General Limitation on Guaranteed Obligations			126
		10.9		Release of Guarantors			127
		10.10		Keepwell			127
SECTION 11 MISCELLANEOUS							127
		11.1		Amendments and Waivers			127
		11.2		Notices			130
		11.3		No Waiver; Cumulative Remedies			132
		11.4		Survival			132
		11.5		Expenses; Indemnity; Damage Waiver			132
		11.6		Successors and Assigns; Participations and Assignments			134
		11.7		Adjustments; Set-off			137
		11.8		Counterparts; Integration; Effectiveness			137
		11.9		Severability			138
		11.10		WAIVER OF JURY TRIAL			138
		11.11		GOVERNING LAW			138
		11.12		Submission to Jurisdiction; Waivers			138
		11.13		Acknowledgments			139
		11.14		Releases of Guarantees and Liens			139
		11.15		Confidentiality			140
		11.16		Headings			140
		11.17		USA PATRIOT Act			140
		11.18		Interest Rate Limitation			140
		11.19		Third Party Beneficiary			141

 

-iv-

---

SCHEDULES:
I		Commitments
II		Specified LC Sublimits
1.1		Existing Letters of Credit
4.2		Subsidiaries
4.4		Consents, Authorizations, Filings and Notices
4.8		Real Property
7.1(c)		Existing Liens
7.2(b)		Existing Debt
7.6		Investments
EXHIBITS:
A		[Reserved]
B		Form of Compliance Certificate
C		Form of Solvency Certificate
D		[Reserved]
E		Form of Assignment and Assumption
F		[Reserved]
G		Form of Prepayment Option Notice
H		Form of Borrowing Request
I		[Reserved]
J		Form of Exemption Certificate
K		[Reserved]
L		Form of Joinder Agreement
M		Form of Intercompany Note
N-1		Form of Revolving Loan Note
N-2		Form of Tranche A Term Loan Note
N-3		Form of Tranche B Term Loan Note
N-4		Form of Swingline Note
O		Form of LC Request
P		Form of Interest Election Request
Q		Form of First Lien Intercreditor Agreement

 

-v-

---

This CREDIT AGREEMENT, dated as of June 24, 2014 (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among DaVita HealthCare Partners Inc., a Delaware corporation (the “Borrower”), the Guarantors (as defined in Section 1.1) party hereto, the several banks and other financial institutions or entities from time to time lenders under this Agreement (the “Lenders”), Bank of America, N.A., Credit Suisse AG, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as co-documentation agents (in such capacity, the “Documentation Agents”), Barclays Bank PLC and Wells Fargo Bank, National Association, as co-syndication agents (in such capacity, the “Syndication Agents”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

WITNESSETH:

WHEREAS, the Borrower, the guarantors party thereto, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, are party to that certain credit agreement, dated as of October 10, 2010, (as amended, the “Existing Credit Agreement”);

WHEREAS, the Borrower has made a tender offer (the “Tender Offer”) for any and all of its outstanding 6.375% senior notes due 2018 (the “Existing Notes”);

WHEREAS, in connection with the Transactions, the Borrower has issued $1,750,000,000 aggregate principal amount of 5.125% Senior Notes due 2024 (the “New Senior Notes”) pursuant to the New Senior Notes Indenture;

WHEREAS, in connection with the consummation of the Transactions, the Borrower has requested the Lenders to extend credit in the form of (a) Tranche A Term Loans on the Closing Date, in an aggregate principal amount of $1,000,000,000, (b) Tranche B Term Loans on the Closing Date in an aggregate principal amount of $3,500,000,000, (c) Dollar Revolving Commitments in an aggregate principal amount of $700,000,000 and (d) Alternative Currency Revolving Commitments in an aggregate principal amount of $300,000,000; and

WHEREAS, the proceeds of the Loans are to be used in accordance with Section 4.19;

NOW, THEREFORE, the Lenders are willing to extend such credit to Borrower and the Issuing Lender is willing to issue letters of credit for the account of Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

SECTION 1

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“2020 Notes” shall mean the 6.625% Senior Notes due 2020 in an aggregate principal amount of $775,000,000 outstanding as of the Closing Date issued pursuant to the 2020 Senior Notes Indenture.

“2020 Senior Notes Documents” shall mean the 2020 Notes, the 2020 Senior Notes Indenture and the 2020 Senior Notes Guarantees.

---

“2020 Senior Notes Guarantees” shall mean the guarantees by the Guarantors of the 2020 Notes pursuant to the 2020 Senior Notes Indenture.

“2020 Senior Notes Indenture” shall mean the indenture dated as of October 20, 2010, as amended by the First Supplemental Indenture dated as of November 1, 2012, each by and among the Borrower, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the 2020 Notes were issued, as the same may be further amended or supplemented from time to time.

“2022 Notes” shall mean the 5.750% Senior Notes due 2022 in an aggregate principal amount of $1,250,000,000 outstanding as of the Closing Date issued pursuant to the 2022 Senior Notes Indenture.

“2022 Senior Notes Documents” shall mean the 2022 Notes, the 2022 Senior Notes Indenture and the 2022 Senior Notes Guarantees.

“2022 Senior Notes Guarantees” shall mean the guarantees by the Guarantors of the 2022 Notes pursuant to the 2022 Senior Notes Indenture.

“2022 Senior Notes Indenture” shall mean the indenture dated as of August 28, 2012, as amended by the First Supplemental Indenture dated as of November 1, 2012, each by and among the Borrower, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the 2022 Notes were issued, as the same may be further amended or supplemented from time to time.

“ABR” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  ¹⁄₂ of 1% and (c) the Eurodollar Base Rate applicable on such day (or, if such date is not a Business Day, the immediately preceding Business Day) if a Eurodollar Loan with an Interest Period of one month were being made on such day plus 1%. For purposes hereof: “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Person serving as Administrative Agent as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by the Person serving as Administrative Agent in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. Notwithstanding the foregoing, the ABR with respect to any Tranche B Term Loan will be deemed to be 1.75% per annum if the ABR calculated pursuant to this definition would otherwise be less than 1.75% per annum.

“ABR Loans” shall mean Loans the rate of interest applicable to which is based upon the ABR. ABR Loans shall be denominated in Dollars.

“Additional Excluded Taxes” shall have the meaning given to such term in Section 2.19(a).

“Additional Refinancing Lender” shall mean, at any time, any bank, financial institution or other institutional lender or investor (other than any such bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Credit Agreement Refinancing Debt pursuant to a Refinancing Amendment in accordance with Section 2.27; provided that

 

-2-

---

each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such approval not to be unreasonably withheld or delayed, to the extent that each such Additional Refinancing Lender is not then an existing Lender, an Affiliate of a then existing Lender or an Approved Fund, (ii) in the case of any Other Revolving Commitments, the Issuing Lender and the Swingline Lender and (iii) the Borrower.

“Adjustment Date” shall have the meaning given to such term in the definition of “Pricing Grid.”

“Administrative Agent” shall mean JPMorgan Chase Bank, N.A., together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person shall mean the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agents” shall mean, collectively, the Syndication Agents, the Documentation Agents, the Collateral Agent and the Administrative Agent.

“Aggregate Exposure” shall mean, with respect to any Lender at any time, an amount equal to the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“Aggregate Exposure Percentage” shall mean, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement” shall have the meaning given to such term in the preamble hereto.

“Alternative Currency” shall mean each of Dollars, Euro and Sterling and each other currency that is approved in accordance with Section 1.7.

“Alternative Currency Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, (i) if the applicable Alternative Currency is other than Dollars, the equivalent amount thereof in such Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars or (ii) if the applicable Alternative Currency is Dollars, such amount.

“Alternative Currency LC Obligations” shall mean, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Alternative Currency Letters of Credit and (b) the aggregate amount of all LC Disbursements in respect of Alternative Currency Letters of Credit that have not then been reimbursed pursuant to Section 3.5. The Alternative Currency LC Obligations of any Lender at any time shall be its Alternative Currency Revolving Percentage of the total Alternative Currency LC Obligations at such time.

 

 

-3-

---

“Alternative Currency Letter of Credit” shall mean each Letter of Credit issued under the Alternative Currency Revolving Facility.

“Alternative Currency Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender, if any, to make Alternative Currency Revolving Loans and participate in Swingline Loans and Alternative Currency Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth opposite such Lender’s name on Schedule II, in an Increase Joinder or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

“Alternative Currency Revolving Extensions of Credit” shall mean, as to any Alternative Currency Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Alternative Currency Revolving Loans held by such Lender then outstanding, (b) such Lender’s Alternative Currency Revolving Percentage of the LC Obligations then outstanding and (c) such Lender’s Alternative Currency Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Alternative Currency Revolving Facility” shall mean the Alternative Currency Revolving Commitments and the Alternative Currency Revolving Loans made thereunder.

“Alternative Currency Revolving Lender” shall mean each Lender that has an Alternative Currency Revolving Commitment or holds Alternative Currency Revolving Loans.

“Alternative Currency Revolving Loans” shall have the meaning given to such term in Section 2.4(a).

“Alternative Currency Revolving Percentage” shall mean, as to any Alternative Currency Revolving Lender at any time, the percentage which such Lender’s Alternative Currency Revolving Commitment then constitutes of the Total Alternative Currency Revolving Commitments or, at any time after the Alternative Currency Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Alternative Currency Revolving Loans then outstanding constitutes of the aggregate principal amount of the Alternative Currency Revolving Loans then outstanding; provided that, in the event that the Alternative Currency Revolving Loans are paid in full prior to the reduction to zero of the Total Alternative Currency Revolving Extensions of Credit, the Alternative Currency Revolving Percentages shall be the Alternative Currency Revolving Percentages in effect immediately prior to such payment in full.

“Anti-Terrorism Laws” shall have the meaning given to such term in Section 4.23.

“Applicable Margin” shall mean, for each Type of Loan, the rate per annum set forth under the relevant column heading below:

 

		ABR Loans				Eurodollar Loans
Revolving Loans and Swingline Loans			0.75	%			1.75	%
Tranche A Term Loans			0.75	%			1.75	%
Tranche B Term Loans			1.75	%			2.75	%

 

-4-

---

; provided that on and after the first Adjustment Date occurring after the completion of the Fiscal Quarter of the Borrower ending September 30, 2014, the Applicable Margin in respect of all Loans (other than the Tranche B Term Loans) will be determined pursuant to the Pricing Grid.

“Applicable Participants” shall mean (i) with respect to any Alternative Currency Letter of Credit, the Alternative Currency Revolving Lenders and (ii) with respect to any Dollar Letters of Credit, the Dollar Revolving Lenders.

“Application” shall mean an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

“Approved Fund” shall have the meaning given to such term in Section 11.6(b).

“Asset Sale” shall mean any Disposition of property (including sales and issuances of Capital Stock of any Subsidiary (other than sales and issuances that do not decrease the percentage ownership of the Borrower and its Subsidiaries in each class of Capital Stock of such Subsidiary)) or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (e), (i), (j)(ii) or (m) (solely with respect to an Investment pursuant to Section 7.6(e) or Section 7.6(f)) of Section 7.5) that yields Net Cash Proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $50,000,000 (provided that the issuance and sale of the Borrower’s stock by the Borrower shall not be deemed an “Asset Sale”).

“Assignee” shall have the meaning given to such term in Section 11.6(b).

“Assignment and Assumption” shall mean an Assignment and Assumption, substantially in the form of Exhibit E.

“Available Amount” shall mean, at any date of determination (the “Available Amount Reference Date”), an amount equal to (a) Cumulative Consolidated Net Income minus (b) the aggregate sum of (i) Investments made pursuant to Section 7.6(k)(ii), (ii) the amount of purchases, redemptions, acquisitions, dividends and distributions made pursuant to Section 7.7(d)(ii) and (iii) the amount of payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(y), in each case during the period from and including the Business Day immediately following the Closing Date through and including the Available Amount Reference Date (without taking into account the intended usage of the Available Amount on such Available Amount Reference Date). For the avoidance of doubt, if the Available Amount is a negative amount, it shall not reduce availability hereunder under any other exception or provision not based on the Available Amount.

“Available Alternative Currency Revolving Commitment” shall mean, as to any Alternative Currency Revolving Lender at any time, an amount equal to (a) such Lender’s Alternative Currency Revolving Commitment then in effect minus (b) such Lender’s Alternative Currency Revolving Extensions of Credit then outstanding; provided that in calculating any Lender’s Alternative Currency Revolving Extensions of Credit for the purpose of determining such Lender’s Available Alternative Currency Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“Available Dollar Revolving Commitment” shall mean, as to any Dollar Revolving Lender at any time, an amount equal to (a) such Lender’s Dollar Revolving Commitment then in effect minus (b) such Lender’s Dollar Revolving Extensions of Credit then outstanding.

 

-5-

---

“Available Revolving Commitment” shall mean, collectively, the Available Dollar Revolving Commitment and the Available Alternative Currency Revolving Commitment.

“Bankruptcy Event” shall mean, with respect to any Person, such Person has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof if such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benefitted Lender” shall have the meaning given to such term in Section 11.7(a).

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Board of Directors” shall mean, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

“Borrower” shall have the meaning given to such term in the preamble hereto.

“Borrowing Date” shall mean any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Borrowing Request” shall mean a Borrowing Request substantially in the form of Exhibit H.

“Business Associate Agreement” shall have the meaning given to such term in Section 6.17(b).

“Business Day” shall mean (i) with respect to Obligations denominated in Dollars, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (ii) with respect to Obligations denominated in an Alternative Currency (other than Dollars), a day on which banks are open for general business in London and, in each case,

(a) if such day relates to any interest rate settings as to a Eurodollar Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurodollar Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

 

-6-

---

(b) if such day relates to any interest rate settings as to a Eurodollar Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurodollar Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan, means (i) a TARGET Day and (ii) a day on which banks are open for general business in London;

(c) if such day relates to any interest rate settings as to a Eurodollar Loan denominated in Sterling, means any such day on which dealings in deposits in Sterling are conducted by and between banks in the London or other applicable offshore interbank market for Sterling; and

(d) if such day relates to any fundings, disbursements, settlements and payments in Sterling in respect of a Eurodollar Loan denominated in Sterling, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect of any such Eurodollar Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in London.

“Capital Assets” shall mean, with respect to any Person, all equipment, fixed assets and Real Property or improvements of such Person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such Person.

“Capital Expenditures” shall mean, with respect to any Person for any period, all expenditures made directly or indirectly by such Person during such period for Capital Assets related to maintaining, replacing or repairing existing property or assets (including any Dialysis Facility) of such Person (whether paid in cash or other consideration or accrued as a liability), but, for the avoidance of doubt, excluding any Investments permitted by Section 7.6(e), (f), (k) and (m) and development of the Denver Headquarters. For purposes of this definition, the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be.

“Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Capitalized Lease” shall mean any lease with respect to which the lessee is required to recognize concurrently the acquisition of property or an asset and the incurrence of a liability in accordance with GAAP (provided that, if there is a change in GAAP with respect to “Capitalized Leases” after the Closing Date and the Borrower shall deliver an irrevocable written notice electing to disregard such change, each reference in this Agreement to a “Capitalized Lease” shall be determined based on GAAP as in effect on the Closing Date; provided, further, that the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation between the calculation of any affected item in amounts required to be reported under Sections 6.1(b) and (c) (including any Compliance Certificate) before and after giving effect to such change in GAAP).

“Capitalized Lease Obligations” shall mean, with respect to any Capitalized Lease, the amount required to be capitalized in the financial statements of the lessee in accordance with GAAP (provided that, each reference in this Agreement to “Capitalized Lease Obligations” shall be determined based on GAAP as in effect on the Closing Date; provided that if there is a change in GAAP with respect to “Capitalized Lease Obligations” after the Closing Date, the Borrower shall provide to the Administrative

 

-7-

---

Agent and the Lenders a written reconciliation between the calculation of any affected item in amounts required to be reported under Sections 6.1(b) and (c) (including any Compliance Certificate) before and after giving effect to such change in GAAP).

“Cash Equivalents” shall mean (a) securities with maturities of one year or less from the date of acquisition, issued, fully guaranteed or insured by the United States of America (or any agency or instrumentality thereof), or any foreign government or supranational organization, in each case, rated AAA by S&P and Aaa by Moody’s, (b) securities with maturities of one year or less from the date of acquisition issued, fully guaranteed by any State of the United States of America or any political subdivision thereof either (i) rated at least AA- or SP1 by S&P or Aa3 or MIG1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments or (ii) fully collateralized by securities described in clause (a) and/or cash, (c) certificates of deposit, time deposits, overnight bank deposits, bankers’ acceptances and repurchase agreements issued by a Qualified Issuer or fully insured or guaranteed by the United States of America (or any agency or instrumentality thereof) to the extent the same are backed by the full faith and credit of the United States of America having maturities of one year or less from the date of acquisition, (d) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments, and having maturities of 270 days or less from the date of acquisition, (e) money market accounts or funds, a substantial portion of the assets of which constitute Cash Equivalents described in clauses (a) through (d) above, with, issued by or managed by Qualified Issuers, (f) money market accounts or funds, a substantial portion of the assets of which constitute Cash Equivalents described in clauses (a) through (d) above, which money market accounts or funds have net assets of not less than $500,000,000 and have the highest rating available of either S&P or Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments and (g) money market accounts or funds rated at least AA by S&P and at least Aa by Moody’s.

“Cash Flow from Operating Activities” shall mean the net cash provided by operating activities of the Borrower and its Subsidiaries, determined on a Consolidated basis in accordance with GAAP, as set forth on the financial statements delivered by the Borrower pursuant to Section 6.1(b).

“Cash Management Agreement” shall mean any agreement to provide cash management services, including treasury, depository, overdraft, purchasing card, travel and entertainment card, credit or debit card, electronic funds transfer and other cash management arrangements.

“Cash Management Bank” shall mean any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq., and all implementing regulations.

“CERCLIS” shall mean the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change in Law” shall have the meaning given to such term in Section 2.18(b).

 

-8-

---

“Change of Control” shall mean at any time:

(a) any “person” or “group” (each as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) (i) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of Voting Interests in the Borrower (including through securities convertible into or exchangeable for such Voting Interests) representing 35% or more of the combined voting power of all of the Voting Interests in the Borrower (on a fully diluted basis) or (ii) otherwise has the ability, directly or indirectly, to elect a majority of the Board of Directors of the Borrower;

(b) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Borrower (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of the Borrower, which members comprising such majority were either directors at the beginning of such period or were elected or nominated by such directors) have ceased for any reason to constitute a majority of the Board of Directors of the Borrower; or

(c) the occurrence of a Specified Change of Control;

provided that notwithstanding the foregoing the occurrence of a reorganization that results in all the Capital Stock of the Borrower being held by a Parent Entity shall not result in a Change of Control; provided, further, that the shareholders of the Parent Entity immediately after such reorganization are substantially the same as the shareholders of the Borrower (with substantially equivalent ownership percentages) immediately preceding such reorganization.

“Charges” shall have the meaning given to such term in Section 11.18.

“Class,” when used in reference to any Loan or borrowing, refers to whether such Loan, or the Loans comprising such borrowing, are Dollar Revolving Loans, Alternative Currency Revolving Loans, Tranche A Term Loans, Tranche B Term Loans, Incremental Term Loans, Extended Term Loans, Other Revolving Loans or Other Term Loans; when used in reference to any Commitment, refers to whether such Commitment is a Tranche A Term Commitment, Tranche B Term Commitment, Dollar Revolving Commitment, Alternative Currency Revolving Commitment, Incremental Term Loan Commitment, Incremental Revolving Commitment, Extended Revolving Commitment, Other Term Loan Commitment or Other Revolving Commitment; and, when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class.

“Closing Date” shall mean the date on which the conditions precedent set forth in Sections 5.1 and 5.2 shall have been satisfied.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Collateral Agent” shall mean JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Secured Parties and the Issuing Lender, and its successors.

 

-9-

---

“Commitment” shall mean, as to any Lender, the sum of the Tranche A Term Commitment, the Tranche B Term Commitment and the Revolving Commitment of such Lender and any Commitment extended by such Lender as provided in Section 2.24.

“Commitment Fee Rate” shall mean  ¹⁄₂ of 1% per annum; provided that on and after the first Adjustment Date occurring after the completion of the first Fiscal Quarter of the Borrower ending at least three months after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grid.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” shall have the meaning given to such term in Section 11.2(d).

“Compliance Certificate” shall mean a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Conduit Lender” shall mean any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.18, 2.19, 2.20 or 11.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Confidential Information Memorandum” shall mean the Confidential Information Memorandum dated June 2014, and furnished to certain Lenders.

“Consolidated” or “consolidated” shall mean the consolidation of accounts in accordance with GAAP; provided that, except for purposes of Consolidated financial statements delivered pursuant to Section 6.1, the Physician Groups (and their respective Subsidiaries) will not be Consolidated for any purpose under the Loan Documents.

“Consolidated Current Assets” shall mean at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date.

“Consolidated Current Liabilities” shall mean at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Debt consisting of Revolving Loans or Swingline Loans to the extent otherwise included therein.

 

-10-

---

“Consolidated EBITDA” shall mean with respect to any Person for any period, the amount equal to the sum of (a) the Consolidated Net Income of such Person and its Subsidiaries for such period plus (b) the sum of each of the following expenses that have been deducted in the determination of the Consolidated Net Income of such Person and its Subsidiaries for such period: (i) the Consolidated Interest Expense of such Person and its Subsidiaries for such period and any cash charges for refinancing any of the Obligations, (ii) all income tax expense (whether federal, state, local, foreign or otherwise) of such Person and its Subsidiaries for such period, (iii) all depreciation expense of such Person and its Subsidiaries for such period, (iv) all amortization expense of such Person and its Subsidiaries for such period, (v) cash fees, expenses, charges, debt extinguishment costs and other costs incurred in connection with the Transactions, (vi) all non-cash charges otherwise deducted in determining the Consolidated Net Income of such Person and its Subsidiaries for such period (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation); provided that for any period, the amount of non-cash charges arising from the write-off of current assets shall not be included in this subclause (vi), (vii) consolidated expenses for valuation adjustments or impairment charges, (viii) all expenses and charges relating to non-controlling interests and equity income in Subsidiaries, (ix) all extraordinary losses subtracted in determining the Consolidated Net Income of such Person and its Subsidiaries for such period, (x) any losses of a Person (other than a Subsidiary) in which the Borrower or any of its Subsidiaries has an ownership interest that is accounted for using the equity method, (xi) cash fees, expenses, charges, debt extinguishment costs and other costs incurred in connection with any Investments permitted by Section 7.6(e), (f), (j), (k) or (m) and (xii) unusual or nonrecurring losses or charges for such period minus (c) all extraordinary gains added in determining the Consolidated Net Income of such Person and its Subsidiaries for such period, minus (d) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business)for such period, minus (e) unusual or nonrecurring gains for such period.

Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to Specified Transactions that have been made at any time on or after the first day of the Measurement Period thereof but prior to or contemporaneously with the event for which the calculation is made (such date, the “Reference Date”) as if each such Specified Transaction had been consummated on the day prior to the first day of such period. For purposes of Investments made pursuant to Section 7.6(m), Consolidated EBITDA shall be calculated to give effect to any Pro Forma Physician Group Adjustments. Notwithstanding anything to the contrary contained in this paragraph, when calculating the Leverage Ratio for purposes of (i) the Pricing Grid, (ii) the ECF Percentage and (iii) determining actual compliance (and not compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.16, (A) any Specified Transactions that occurred subsequent to the end of the applicable Measurement Period shall not be given pro forma effect and (B) such calculations shall be based on the financial statements delivered pursuant to Section 6.1(b) or (c), as applicable, for the relevant Measurement Period.

“Consolidated Interest Expense” shall mean, with respect to any Person for any period, the gross interest expense accrued on all Debt of such Person and its Subsidiaries during such period, determined on a Consolidated basis and in accordance with GAAP for such period, including, without limitation, (a) in the case of the Borrower, all fees paid or payable pursuant to Section 2.8, (b) commissions, discounts and other fees and charges paid or payable in connection with letters of credit (including, without limitation, the Letters of Credit), (c) all amortization of original issue discount in respect of all Debt of such Person and its Subsidiaries, (d) all dividends on Redeemable Preferred Interests, to the extent paid or payable in cash, (e) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing which are payable to any Person other than the Borrower or a Guarantor, (f) imputed interest on Capitalized Lease Obligations of the Borrower and its Subsidiaries for such period and (g) cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than such Person and its Subsidiaries) in connection with Debt incurred by such plan or trust, minus interest income of the Borrower and its Subsidiaries received upon cash and Cash Equivalents during such period.

 

-11-

---

Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to Specified Transactions that have been made during or after the relevant Measurement Period but prior to or contemporaneously with the Reference Date as if each such Specified Transaction had been effected on the first day of such period; it being understood that for purposes of such calculations (i) any Debt newly incurred during such Measurement Period that bears interest at a floating rate will be assumed to bear interest for the entire Measurement Period at the rate borne by such Debt on the date of incurrence and (ii) the amount of Debt under any revolving credit facility drawn for working capital purposes in the ordinary course of business outstanding on the Reference Date will be deemed to be (x) the average daily balance of such Debt during such Measurement Period or such shorter period for which such facility was outstanding or (y) if such facility was created after the end of such Measurement Period, the average daily balance of such Debt during the period from the date of creation of such facility to the Reference Date.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or net loss) of the Borrower and its Subsidiaries, determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries (provided that such income (or deficit) may be included in pro forma calculations as otherwise provided in this Agreement), (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“Consolidated Tangible Assets” shall mean, with respect to any Person, the consolidated assets of such Person and its Subsidiaries as determined in accordance with GAAP (and if applicable as appearing within the Required Financial Information) minus goodwill and other amortizable intangible assets.

“Constitutive Documents” shall mean, with respect to any Person, the certificate of incorporation or registration (including, if applicable, certificate of change of name), articles of incorporation or association, memorandum of association, charter, bylaws, certificate of limited partnership, partnership agreement, trust agreement, joint venture agreement, certificate of formation, articles of organization, limited liability company operating or members agreement, joint venture agreement or one or more similar agreements, instruments or documents constituting the organizational or governing documents of such Person.

“Contingent Obligation” shall mean, with respect to any Person, any obligation or arrangement of such Person to guarantee or intended to guarantee any Debt, (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the primary obligations of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of non-performance by any other party or parties to an agreement or (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or

 

-12-

---

payment of any such primary obligation or (B) to maintain working capital, equity capital, net worth or other balance sheet condition or any income statement condition of the primary obligor or otherwise to maintain the solvency of the primary obligor, (iii) to purchase, lease or otherwise acquire property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the agreement, instrument or other document evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Credit Agreement Refinancing Debt” shall mean (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Debt incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Debt) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans or existing Revolving Loans (or unused Revolving Commitments), or any then-existing Credit Agreement Refinancing Debt (“Refinanced Debt”); provided that (i) such Debt has a maturity no earlier than, and a Weighted Average Life to Maturity equal to or greater than, the Refinanced Debt, (ii) such Debt shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of such Debt (except as otherwise provided in clause (ii) above and with respect to pricing, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more materially favorable, taken as a whole, to the lenders or holders providing such Debt in the good faith determination of the Borrower than, those applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Debt), (iv) such Debt is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (v) such Debt does not have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment, sinking fund obligations or prepayments at the option of the holders thereof (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all other Obligations), in each case prior to the Latest Maturity Date at the time such Debt is incurred, (vi) to the extent secured, the security agreements relating to such Debt are substantially the same as or more favorable to the Loan Parties than the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (vii) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained.

 

-13-

---

“Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Lender.

“Credit Party” shall mean the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender.

“Cumulative Consolidated Net Income” shall mean, as of any date, 50% of the cumulative Consolidated Net Income (or, if such Cumulative Consolidated Net Income shall be a loss, 100% of such loss) of the Borrower and its Subsidiaries since the fiscal quarter beginning January 1, 2012 to the end of the last fiscal period (taken as one accounting period) for which financial statements have been provided to the Lenders pursuant to Section 6.1(b) or (c) prior to such date.

“Debt” shall mean, with respect to any Person (without duplication), (a) all indebtedness of such Person for borrowed money, (b) all Obligations of such Person for the deferred purchase price of property or services (other than current trade payables or other accrued liabilities incurred in the ordinary course of such Person’s business, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, or upon which interest payments are customarily made, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capitalized Lease Obligations of such Person, (f) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities (excluding reimbursement obligations thereunder to the extent issued in relation to trade payables and that are discharged within 30 days after they become due), (g) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Redeemable Preferred Interest, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) for purposes of Section 7.2 and 8.1(f) only, all net obligations of such Person in respect of Swap Agreements, take-or-pay agreements or other similar arrangements, (i) all obligations of such Person under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing if the transaction giving rise to such obligation is considered indebtedness for borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP, (j) all Contingent Obligations of such Person, and (k) all indebtedness and other payment obligations referred to in clauses (a) through (j) above of another Person secured by (or for which the holder of such indebtedness or other payment obligations has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment obligations; provided that for the purposes of this subclause (k) the amount thereof shall be equal to the lesser of (i) the amount of such indebtedness or other payment obligations and (ii) the fair market value of the property subject to such Lien. The Debt of any Person shall include the Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Debt expressly provide that such Person is not liable therefor. To the extent not otherwise included, Debt shall include the amount of any Permitted Receivables Financing. For the avoidance of doubt, and without any implication to the contrary, no Intercompany Receivables or any transactions giving rise thereto shall constitute Debt.

“Default” shall mean any Event of Default, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

 

-14-

---

“Defaulting Lender” shall mean any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, or, in the case of clause (iii) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith dispute concerning the amount of costs and expenses claimed by the Administrative Agent to be reimbursed pursuant to Section 11.5(c), (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent; or (d) has become the subject of a Bankruptcy Event.

“Denver Headquarters” shall mean that certain real property owned by the Borrower and located at 2000 16^th Street, Denver, Colorado.

“Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration as determined by the Borrower in good faith received by the Borrower or any of its Subsidiaries in connection with a lease, sale, transfer or other disposition of any assets pursuant to Section 7.5(f) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation.

“Designated Prepayment Amount” shall have the meaning given to such term in Section 2.11(e).

“Dialysis Facilities” shall have the meaning given to such term in Section 4.17(a).

“Disposition” shall mean, with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Lenders” shall mean those Persons who are competitors of the Borrower and who are identified in writing to the Administrative Agent for further distribution to the Lenders; provided that, with respect to any competitor identified in writing to the Administrative Agent after the Closing Date, if the Required Lenders instruct the Administrative Agent to object to such competitor within 60 days after receipt of such identification by the Borrower, such competitor shall not be a “Disqualified Lender” hereunder.

“Documentation Agents” shall have the meaning given to such term in the preamble hereto.

 

-15-

---

“Dollars” and “$” shall mean lawful currency of the United States.

“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency (other than Dollars), the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“Dollar LC Obligations” shall mean, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Dollar Letters of Credit and (b) the aggregate amount of all LC Disbursements in respect of Dollar Letters of Credit that have not then been reimbursed pursuant to Section 3.5. The Dollar LC Obligations of any Dollar Revolving Lender at any time shall be its Dollar Revolving Percentage of the total Dollar LC Obligations at such time.

“Dollar Letter of Credit” shall mean each Letter of Credit issued under the Dollar Revolving Facility.

“Dollar Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender, if any, to make Dollar Revolving Loans and to participate in Dollar Letters of Credit hereunder in an aggregate principal and/or face amount not to exceed the amount set forth opposite such Lender’s name on Schedule II, in an Increase Joinder or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

“Dollar Revolving Extensions of Credit” shall mean, as to any Dollar Revolving Lender at any time, an amount equal to the sum of (a) aggregate principal amount of all Dollar Revolving Loans held by such Lender then outstanding and (b) such Lender’s Dollar Revolving Percentage of the LC Obligations then outstanding.

“Dollar Revolving Facility” shall mean the Dollar Revolving Commitments and the Dollar Revolving Loans made thereunder.

“Dollar Revolving Lender” shall mean each Lender that has a Dollar Revolving Commitment or holds Dollar Revolving Loans.

“Dollar Revolving Loans” shall have the meaning given to such term in Section 2.4(a).

“Dollar Revolving Percentage” shall mean, as to any Dollar Revolving Lender at any time, the percentage which such Lender’s Dollar Revolving Commitment then constitutes of the Total Dollar Revolving Commitments or, at any time after the Dollar Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Dollar Revolving Loans then outstanding constitutes of the aggregate principal amount of the Dollar Revolving Loans then outstanding; provided that, in the event that the Dollar Revolving Loans are paid in full prior to the reduction to zero of the Total Dollar Revolving Extensions of Credit, the Dollar Revolving Percentages shall be the Dollar Revolving Percentages in effect immediately prior to such payment in full.

“Domestic Person” shall mean a Person that is organized under the laws of, or whose property is located in, a jurisdiction within the United States.

 

-16-

---

“Domestic Subsidiary” shall mean any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

“ECF Percentage” shall mean (i) with respect to any Fiscal Year at the end of which the Leverage Ratio is greater than 4.0 to 1.00, 25%; and (ii) with respect to any Fiscal Year at the end of which the Leverage Ratio is less than or equal to 4.0 to 1.00, 0%.

“Embargoed Person” shall have the meaning assigned to such term in Section 7.15.

“EMU” shall mean the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Action” shall mean any outstanding action, suit, demand, demand letter, claim, notice of noncompliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement, abatement order or other order or directive (conditional or otherwise) relating in any way to any Environmental Law, any Environmental Permit or any Hazardous Materials or arising from alleged injury or threat to health, safety, natural resources or the environment, including, (a) by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any applicable Governmental Authority or any other third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“Environmental Law” shall mean any Requirement of Law relating to (a) the generation, use, handling, transportation, treatment, storage, disposal or Release of Hazardous Materials, (b) pollution or the protection of the Environment or health or safety or (c) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, including, without limitation, CERCLA, in each case as amended from time to time, and including the regulations promulgated and the rulings issued from time to time thereunder.

“Environment” shall mean ambient air, indoor air, surface water, groundwater, drinking water, soil, land surface and subsurface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Group Member directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” shall mean any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

 

-17-

---

“ERISA Affiliate” shall mean any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Loan Party, or under common control with any Loan Party, within the meaning of Section 414 of the Code.

“ERISA Event” shall mean (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC under the regulations in effect on the Closing Date or (ii) the requirements of Section 4043(b) of ERISA are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA could reasonably be expected to occur with respect to such Plan within the following 30 days; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code and Section 302 of ERISA, whether or not waived, or the failure to make any required contribution to a Multiemployer Plan; (c) the application for a minimum funding waiver with respect to a Plan; (d) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (e) the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (f) the partial or complete withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan; (g) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA, that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan; or (i) the occurrence of a nonexempt prohibited transaction with respect to an employee benefit plan maintained or contributed to by a Group Member (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in material liability to any Loan Party.

“Euro” and “€” shall mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Eurodollar Loans” shall mean Loans the rate of interest applicable to which is based upon the Eurodollar Rate. Eurodollar Loans may be denominated in Dollars or an Alternative Currency (other than Dollars).

“Eurodollar Rate” shall mean, for any Interest Period with respect to a LIBOR Loan of any currency, the LIBOR Screen Rate as of approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in such currency for such Interest Period; provided that if a LIBOR Screen Rate shall not be available at the applicable time for the applicable Interest Period, then the Eurodollar Rate for such currency and Interest Period shall be the Interpolated Rate; provided, further, that in no event shall the Eurodollar Rate for any Interest Period for any Tranche B Term Loan at any time be less than 0.75% per annum.

“Eurodollar Tranche” shall mean, collectively, Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Events of Default” shall have the meaning given to such term in Section 8.1.

“Excess Cash Flow” shall mean, for any Fiscal Year of the Borrower, the excess, if any, of (a) Cash Flow from Operating Activities over (b) the sum, without duplication, of (i) the aggregate amount (A) actually paid by the Borrower and its Subsidiaries during such Fiscal Year and (B) expected

 

-18-

---

as of the last day of such Fiscal Year to be paid in the first Fiscal Quarter following such Fiscal Year, on account of Capital Expenditures or any other expenditures for Capital Assets (excluding the principal amount of Debt incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount); provided that (I) any amount deducted on account of such committed expenditure pursuant to clause (B) shall not be deducted in the calculation of Excess Cash Flow for the following Fiscal Year to the extent such amount is actually paid in the first Fiscal Quarter of the following Fiscal Year, and (II) to the extent any such committed amount is not actually paid in the first Fiscal Quarter of the following Fiscal Year, such unspent amount shall not be deducted in the calculation of Excess Cash Flow for the preceding Fiscal Year, (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such Fiscal Year to the extent of accompanying permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such Fiscal Year, (iii) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries made during such Fiscal Year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (iv) the aggregate amount actually paid during such Fiscal Year, or expected to be paid in the first Fiscal Quarter of the following Fiscal Year pursuant to letters of intent or acquisition agreements, on Investments pursuant to Section 7.6(e), (f), (j), (k) or (m) pursuant to this clause (iv) without giving effect to any part of an Investment that was permitted by utilizing the Available Amount; provided that (I) any amount deducted on account of such letter of intent or acquisition agreement shall not be deducted in the calculation of Excess Cash Flow for the following Fiscal Year to the extent such amount is actually paid in the first Fiscal Quarter of the following Fiscal Year and (II) to the extent any such committed amount is not actually paid in the first Fiscal Quarter of the following Fiscal Year, such unspent amount shall not be deducted in the calculation of Excess Cash Flow for the preceding Fiscal Year and (v) the aggregate amount of distributions on account of non-controlling interests in Subsidiaries.

“Excess Cash Flow Application Date” shall have the meaning given to such term in Section 2.11(c).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“Executive Order” shall have the meaning given to such term in Section 4.23(a).

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.10 and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Existing Credit Agreement” shall have the meaning given to such term in the recitals hereto.

 

-19-

---

“Existing Issuing Bank” shall mean each bank which issued Existing Letters of Credit.

“Existing Letters of Credit” shall mean all letters of credit outstanding on the Closing Date, as more fully described on Schedule 1.1 hereto.

“Existing Notes” shall have the meaning given to such term in the recitals hereto.

“Extended Revolving Commitment” shall have the meaning given to such term in Section 2.25(a).

“Extended Term Loans” shall have the meaning given to such term in Section 2.25(a).

“Extending Revolving Lender” shall have the meaning given to such term in Section 2.25(a).

“Extending Term Lender” shall have the meaning given to such term in Section 2.25(a).

“Extension” shall have the meaning given to such term in Section 2.25(a).

“Extension Offer” shall have the meaning given to such term in Section 2.25(a).

“Facility” shall mean each of (a) the Tranche A Term Commitments and the Tranche A Term Loans made thereunder (the “Tranche A Term Facility”), (b) the Tranche B Term Commitments and the Tranche B Term Loans made thereunder (the “Tranche B Term Facility”), (c) the Revolving Facility, (d) the Extended Term Loans, if any, and (e) the Extended Revolving Commitments, if any, as the case may be.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Payment Date” shall mean (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.

“FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Lien Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit Q hereto (in such form or with immaterial changes thereto which the Administrative Agent is hereby authorized to enter into) together with any material changes thereto requested by Borrower in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than five (5) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five (5) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s execution thereof.

 

-20-

---

“Fiscal Quarter” shall mean, with respect to the Borrower or any of its Subsidiaries, the period commencing January 1 in any Fiscal Year and ending on the next succeeding March 31, the period commencing April 1 in any Fiscal Year and ending on the next succeeding June 30, the period commencing July 1 in any Fiscal Year and ending on the next succeeding September 30 or the period commencing October 1 in any Fiscal Year and ending on the next succeeding December 31, as the context may require, or, if any such Subsidiary was not in existence on the first day of any such period, the period commencing on the date on which such Subsidiary is incorporated, organized, formed or otherwise created and ending on the last day of such period.

“Fiscal Year” shall mean, with respect to the Borrower or any of its Subsidiaries, the period commencing on January 1 in any calendar year and ending on the next succeeding December 31 or, if any such Subsidiary was not in existence on January 1 in any calendar year, the period commencing on the date on which such Subsidiary is incorporated, organized, formed or otherwise created and ending on the next succeeding December 31.

“Foreign Subsidiary” shall mean any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Funded Debt” of any Person shall mean all Debt as set forth on the balance sheet of such Person determined on a Consolidated basis in accordance with GAAP, including, without limitation, (i) the aggregate amount of Government Reimbursement Program Costs (exclusive of, with respect to the determination of Funded Debt in any period, the portion of Government Reimbursement Program Costs paid in such period), (ii) in the case of the Borrower, the Loans, (iii) any Receivables Transaction Amount and (iv) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any preferred Capital Stock in such Person or any other Person; provided, however, that the term “Funded Debt” shall not include any Contingent Obligations of such Person (if and to the extent such Contingent Obligations would otherwise be included in such term on any date of determination) that are incurred solely to support any obligations, Debt or Government Reimbursement Program Costs of the Borrower or one or more Subsidiaries of the Borrower to the extent such Contingent Obligations are otherwise expressly permitted to be incurred under Section 7.2.

“Funding Office” shall mean, with respect to any currency, the office of the Administrative Agent specified in Section 11.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“GAAP” shall mean generally accepted accounting principles in the United States as in effect from time to time applied on a consistent basis, subject to Section 1.4.

“Government Reimbursement Program Costs” shall mean, with respect to any payable of the Borrower and its Subsidiaries, the sum of:

(i) all amounts (including punitive and other similar amounts) agreed to be paid in settlement or payable as a result of a final, non-appealable judgment, award or similar order relating to participation in Medical Reimbursement Programs;

(ii) all final, non-appealable fines, penalties, forfeitures or other amounts rendered pursuant to criminal indictments or other criminal proceedings relating to participation in Medical Reimbursement Programs; and

 

-21-

---

(iii) the amount of final, non-appealable recovery, damages, awards, penalties, forfeitures or similar amounts rendered in any litigation, suit, arbitration, investigation or other legal or administrative proceeding of any kind relating to participation in Medical Reimbursement Programs.

“Government Reimbursement Programs” shall have the meaning given to such term in Section 4.17(a).

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supranational authority such as the European Union or the European Central Bank), any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Governmental Authorization” shall mean any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

“Group Members” shall mean the Borrower and its Subsidiaries.

“Guaranteed Obligations” shall have the meaning given to such term in Section 10.1.

“Guarantor” shall mean, except as permitted by Section 6.12 or Section 7.12, each Subsidiary of the Borrower (other than any Special Purpose Receivables Subsidiary and any Regulated Subsidiary, including, without limitation, and for so long as such Subsidiary remains a Regulated Subsidiary, DaVita HealthCare Partners Plan, Inc.).

“Hazardous Materials” shall mean (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials, asbestos, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials, substances, wastes (including medical and human waste), constituents, pollutants or contaminants subject to regulation or which can give rise to liability under any Environmental Law.

“HCP LLC” shall mean HealthCare Partners, LLC.

“HCPAMG” shall mean HealthCare Partners Affiliates Medical Group, a California general partnership.

“HPMGI” shall mean HealthCare Partners Medical Group, Inc.

“HIPAA” shall have the meaning given to such term in Section 4.17(b).

“Impacted Interest Period” shall mean, with respect to a LIBOR Screen Rate, an Interest Period which shall not be available at the applicable time.

“Increase Effective Date” shall have the meaning given to such term in Section 2.24(a).

“Increase Joinder” shall have the meaning given to such term in Section 2.24(c).

 

-22-

---

“Incremental Term Loan Commitment” shall have the meaning given to such term in Section 2.24(a).

“Incremental Term A Loans” shall have the meaning given to such term in Section 2.24(c).

“Incremental Term B Loans” shall have the meaning given to such term in Section 2.24(c).

“Incremental Term Loans” shall have the meaning given to such term in Section 2.24(c).

“Indemnitee” shall have the meaning given to such term in Section 11.5(b).

“Information” shall have the meaning given to such term in Section 11.15.

“Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 6.5 and all renewals and extensions thereof.

“Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“Intellectual Property” shall mean, collectively, all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, trade names, service marks, domain names, trade secrets, proprietary information, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Note” shall mean a promissory note substantially in the form of Exhibit M.

“Intercompany Receivables” shall mean any debits or credits by and among the Borrower and its Subsidiaries arising in connection with any centralized purchasing, payment or other cash management or treasury services, in each case, in the ordinary course of business.

“Intercreditor Agreements” shall mean the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, collectively, in each case to the extent in effect.

“Interest Election Request” shall mean an Interest Election Request, substantially in the form of Exhibit P.

“Interest Payment Date” shall mean (a) as to any ABR Loan (other than any Swingline Loan), the last day of each March, June, September and December to occur while such Loan is outstanding and the final Maturity Date of the Facility under which such Loan was made, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period and the Maturity Date of the Facility under which such Loan was made, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first

 

-23-

---

day of such Interest Period, the last day of such Interest Period and the Maturity Date of the Facility under which such Loan was made, (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” shall mean, as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending (x) one week thereafter or (y) one, two, three or six or (if available to all Lenders under the relevant Facility) twelve months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six or (if available to all Lenders under the relevant Facility) or twelve months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., Local Time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(b) the Borrower may not select an Interest Period under a particular Facility that would extend beyond the Maturity Date of such Facility; and

(c) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“Interpolated Rate” shall mean, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBOR Screen Rates) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen Rate is available) that exceeds the Impacted Interest Period, in each case, as of 11:00 a.m., London Time, two Business Days prior to the commencement of such Interest Period. When determining the rate for a period which is less than the shortest period for which the LIBOR Screen Rate is available, the LIBOR Screen Rate for purposes of paragraph (a) above shall be deemed to be the overnight screen rate where “overnight screen rate” means the overnight rate determined by the Administrative Agent from such service as the Administrative Agent may select.

“Investment” shall mean, with respect to any Person, any loan or advance to such Person, any purchase or other acquisition of Capital Stock or Debt of, or the property and assets comprising a division or business unit or all or a substantial part of the business of, such Person, any capital contribution to such Person or any other investment in such Person, including, without limitation, any acquisition by way of a merger or consolidation (or similar transaction) and any arrangement pursuant to which the investor incurs Debt of the types referred to in clause (j) or (k) of the definition of “Debt” set forth in this Section 1.1 in respect of such Person, but excluding advances or extensions of credit to customers and receivables arising in the ordinary course of business and in connection with any Physician Group. For the avoidance of doubt, without any implication to the contrary, no Intercompany Receivables or any transactions giving rise thereto shall constitute Investments.

 

-24-

---

“Issuing Lender” shall mean any of (i) JPMorgan Chase Bank, N.A., (ii) Wells Fargo Bank, National Association, (iii) Barclays Bank PLC, or in each case, any affiliate thereof, in its capacity as issuer of any Letter of Credit, (iv) any other Lender reasonably satisfactory to the Administrative Agent that from time to time agrees in writing to issue Letters of Credit hereunder; provided that, if any Extension or Extensions of Revolving Commitments is or are effected in accordance with Section 2.25, then on the occurrence of the Revolving Termination Date and on each later date which is or was at any time a Maturity Date with respect to Revolving Commitments (each, an “Issuing Lender/Swingline Termination Date”), each Issuing Lender at such time shall have the right to resign as an Issuing Lender on, or on any date within twenty (20) Business Days after, the respective Issuing Lender/Swingline Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the respective entity so resigning shall retain all of its rights hereunder and under the other Loan Documents as an Issuing Lender with respect to all Letters of Credit theretofore issued by it (which Letters of Credit shall remain outstanding in accordance with the terms hereof until their respective expirations) but shall not be required to issue any further Letters of Credit hereunder, and (v) solely with respect to the Existing Letters of Credit, each Existing Issuing Bank. If at any time and for any reason (including as a result of resignations as contemplated by the proviso to the preceding sentence), each Issuing Lender has resigned in such capacity in accordance with the preceding sentence, then no Person shall be an Issuing Lender hereunder obligated to issue Letters of Credit unless and until (and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as Issuing Lender hereunder.

“Issuing Lender/Swingline Termination Date” shall have the meaning given to such term in the definition of “Issuing Lender.”

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit L.

“Junior Lien Intercreditor Agreement” shall mean an intercreditor agreement by and among the Collateral Agent and the collateral agents or other representatives for the holders of Indebtedness secured by Liens on the Collateral that are intended to rank junior to the Liens securing the Obligations and that are otherwise Liens permitted pursuant to Section 7.1, providing that all proceeds of Collateral shall first be applied to repay the Obligations in full prior to being applied to any obligations under the Indebtedness secured by such junior Liens and that until the termination of the Commitments and the repayment in full (or cash collateralization of outstanding Letters of Credit) of all Obligations (other than contingent obligations not then due and payable), the Collateral Agent shall have the sole right to exercise remedies against the Collateral (subject to customary exceptions and the expiration of any standstill periods) and otherwise in form and substance reasonably satisfactory to the Collateral Agent.

“Latest Maturity Date” shall mean, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Refinancing Term Loan, any Refinancing Term Commitment, any Extended Term Loan, any Extended Revolving Commitment, any Incremental Term Loans, any Increased Revolving Commitments or any Other Revolving Commitments, in each case as extended in accordance with this Agreement from time to time.

 

-25-

---

“LC Commitment” shall mean $325,000,000, which amount shall be allocated among the Issuing Lenders in the respective amounts set forth beside each Issuing Lender in Schedule II hereto.

“LC Disbursement” shall mean a payment by the Issuing Lender pursuant to a Letter of Credit.

“LC Obligations” shall mean, at any time, the aggregate Alternative Currency LC Obligations and Dollar LC Obligations.

“LC Request” shall mean an LC Request, substantially in the form of Exhibit O.

“Lenders” shall have the meaning given to such term in the preamble hereto; provided that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

“Lending Office” shall mean, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letters of Credit” shall have the meaning given to such term in Section 3.1(a).

“Leverage Ratio” shall mean, at any date of determination, the ratio of (a) (i) all Funded Debt of the Borrower and its Subsidiaries, including Debt in respect of Specified Letters of Credit outstanding as of such date (assuming that the maximum amount of each such Specified Letter of Credit is fully drawn) plus (ii) to the extent not otherwise included in subclause (a)(i) of this definition, the face amount of all Letters of Credit issued for the account of the Borrower or any of its Subsidiaries minus (iii) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on a Consolidated basis to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently completed Measurement Period prior to such date.

The Leverage Ratio shall be calculated on a Pro Forma Basis to give effect to any Debt incurred, assumed or permanently repaid or extinguished after the relevant Measurement Period but prior to or contemporaneously with the Reference Date as if such incurrence, assumption, repayment or extinguishment had been effected on the last day of such period. Notwithstanding anything to the contrary contained in this paragraph, when calculating the Leverage Ratio for purposes of (i) the Pricing Grid (ii) the ECF Percentage and (iii) determining actual compliance (and not compliance on a Pro Forma Basis) with Section 7.16(a), (A) any Debt incurred, assumed or permanently repaid or extinguished subsequent to the end of the applicable Measurement Period shall not be given pro forma effect and (B) such calculations shall be based on the financial statements delivered pursuant to Section 6.1(b) or (c), as applicable, for the relevant Measurement Period.

“LIBOR Screen Rate” shall mean the London interbank offered rate administered by the ICE Benchmark Administration Limited (or any other Person that takes over the administration of such rate) for the applicable currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion; provided, that, if any LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

 

-26-

---

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan” shall mean any loan made by any Lender pursuant to this Agreement (including pursuant to Section 2.24).

“Loan Documents” shall mean this Agreement, the Security Documents and the Notes.

“Loan Parties” shall mean each Group Member that is a party to a Loan Document.

“Local Time” shall mean the local time in (i) London with respect to Obligations denominated in an Alternative Currency and (ii) New York City, otherwise.

“Majority Facility Lenders” shall mean, with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans, Extended Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Dollar Revolving Facility or the Alternative Currency Revolving Facility, prior to any termination, respectively, of the Dollar Revolving Commitments or the Alternative Currency Revolving Commitments, the holders of more than 50% of the Total Dollar Revolving Commitments or Total Alternative Currency Revolving Commitments, respectively).

“Management Services Agreement” shall mean each of those certain agreements by and between a Group Member (or any Physician Group with an existing agreement with a Group Member for the provision of management services) and any Physician Group pursuant to which such Group Member (or Physician Group) provides management services to such Physician Group; provided that each Management Services Agreement (i) existing on the Closing Date and (ii) entered into in connection with an acquisition of a Physician Group pursuant to Section 7.2(m) shall, in each case, provide that a substantial portion of the management fees (which, for the avoidance of doubt and without any implication to the contrary, shall not include any fees for reimbursement of expenses and other cost sharing arrangements) payable thereunder shall be paid to a Loan Party (or any Physician Group with an existing agreement to pay fees to a Loan Party for the provision of management services).

“Mandatory Prepayment Date” shall have the meaning given to such term in Section 2.11(e).

“Margin Stock” shall mean “margin stock” as defined in Regulation U of the Board, as the same may be amended or supplemented from time to time.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, property, operations, or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent, the Collateral Agent or the Lenders hereunder or thereunder or (c) the Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or on the priority of such Liens.

 

-27-

---

“Material Subsidiary” shall mean, as of any date, (a) any Subsidiary of the Borrower that accounted for more than 5% of Consolidated Net Income of the Borrower and its Subsidiaries for the most recently completed Fiscal Quarter on or prior to such date as reflected in the Required Financial Information most recently delivered to the Administrative Agent and the Lenders on or prior to such date and determined in accordance with GAAP for such period and (b) each other Subsidiary of the Borrower that, when combined with any other Subsidiary, each of which at the time of determination is the subject of an Event of Default under Section 8.1(g), would constitute a Material Subsidiary under clause (a) above.

“Maturity Date” shall mean (i) with respect to the Tranche A Term Loans that have not been extended pursuant to Section 2.25, the Tranche A Term Loan Maturity Date, (ii) with respect to the Tranche B Term Loans that have not been extended pursuant to Section 2.25, the Tranche B Term Loan Maturity Date, (iii) with respect to the Revolving Commitments that have not been extended pursuant to Section 2.25, the Revolving Termination Date and (iv) with respect to any Class of Extended Term Loans or Extended Revolving Commitments, the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender or Lenders; provided that if any such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.

“Maximum Rate” shall have the meaning given to such term in Section 11.18.

“Measurement Period” shall mean, at any date of determination, the most recently completed four consecutive Fiscal Quarters ended prior to such date for which financial information is (or is required to be) available.

“Medicaid” shall mean that means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria (Social Security Act of 1965, Title XIX, P.L. 89-87, as amended; 42 U.S.C. § 1396 et seq.).

“Medical Reimbursement Programs” shall mean the Medicare, Medicaid and Tricare programs and any other health care program operated by or financed in whole or in part by any federal, state or local government.

“Medicare” shall mean that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled individuals (Social Security Act of 1965, Title XVIII, P.L. 89-87, as amended; 42 U.S.C. § 1395 et seq.).

“Minimum Extension Condition” shall have the meaning given to such term in Section 2.25(b).

“Minority Investment” shall have the meaning given to such term in Section 7.6(f).

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgaged Properties” shall mean each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 6.12(c).

“Mortgages” shall mean each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, in a form reasonably satisfactory to the Collateral Agent.

 

-28-

---

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any Group Member or ERISA Affiliate is required to contribute or could otherwise have liability.

“Net Cash Proceeds” shall mean (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Debt secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred (or estimated by the Borrower in good faith) in connection therewith, and net of (i) taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (ii) amounts reserved in accordance with GAAP against liabilities relating to breaches of representations and warranties and indemnification obligations, liabilities related to environmental matters or other liabilities associated with the property and liabilities relating to assets subject to such sale, lease, transfer or other disposition that are not assumed by the purchaser in such Asset Sale and (iii) in the case of any Asset Sale by a Subsidiary, the amount of any payments or distributions required to be made in respect of such transaction to owners of Capital Stock in such Subsidiary other than the Borrower or any other Subsidiary and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Debt, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“New Senior Notes” shall mean the 5.125% Senior Notes due 2024 in an aggregate principal amount of $1,750,000,000 outstanding as of the Closing Date issued pursuant to the New Senior Notes Indenture.

“New Senior Notes Documents” shall mean the New Senior Notes, the New Senior Notes Indenture and the New Senior Notes Guarantees.

“New Senior Notes Guarantees” shall mean the guarantees by the Guarantors of the New Senior Notes pursuant to the New Senior Notes Indenture.

“New Senior Notes Indenture” shall mean the indenture dated as of June 13, 2014 by and among the Borrower, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the New Senior Notes were issued, as the same may be amended or supplemented from time to time.

“NMTC” shall mean a new market tax credit as defined in Section 45D of the Code.

“NMTC Documents” shall mean any credit, loan or finance agreement and any other document, agreement or instrument governing or otherwise relating to any NMTC Indebtedness.

“NMTC Indebtedness” shall mean any Debt incurred by a NMTC Subsidiary, including in the form of an intercompany loan from the Borrower or another Subsidiary in connection with an NMTC financing, the proceeds of which such NMTC Subsidiary will substantially concurrently use to acquire real property, renovate real property or construct improvements on real property, in each case after the Closing Date (any such acquisition, renovation or construction, an “NMTC Investment”).

 

-29-

---

“NMTC Property” shall mean any fixed assets which are acquired, renovated or improved with the proceeds of NMTC Indebtedness and any related capital contributions.

“NMTC Subsidiary” shall mean a Domestic Subsidiary that receives an intercompany loan in the form of NMTC Indebtedness or any related capital contributions.

“Nominee Agreement” shall mean, with respect to any Physician Group, any agreement pursuant to which the Borrower or one of its Subsidiaries has the right, or has the right to appoint another party (a “designated physician”) with the right, to require the owners of a Physician Group to transfer all of their interests in the Physician Group to a Person, who may be required to have certain qualifications, designated by the Borrower or one of its Subsidiaries or a designating physician, as the case may be.

“Non-Excluded Taxes” shall have the meaning given to such term in Section 2.19(a).

“Non-Guarantor Domestic Subsidiary” shall mean a Domestic Subsidiary of the Borrower that is not a Guarantor.

“Non-Guarantor Subsidiary” shall mean a Subsidiary of the Borrower that is not a Guarantor.

“Non-U.S. Lender” shall have the meaning given to such term in Section 2.19(e).

“Notes” shall mean, collectively, each promissory note in the form of Exhibit N-1, N-2, N-3 or N-4, as applicable, evidencing Loans.

“NPL” shall mean the National Priorities List under CERCLA.

“Obligations” shall mean (a) obligations of the Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower and the other Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents; provided that Obligations shall exclude any Excluded Swap Obligations.

“OFAC” shall have the meaning given to such term in Section 4.23(b)(v).

“OID” shall have the meaning given to such term in Section 2.24(c)(vi).

“Other Revolving Commitments” shall mean one or more Classes of revolving credit commitments hereunder that result from a Refinancing Amendment.

 

-30-

---

“Other Revolving Loans” shall mean one or more Classes of Revolving Loans that result from a Refinancing Amendment.

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Other Term Loan Commitments” shall mean one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment.

“Other Term Loans” shall mean one or more Classes of Term Loans that result from a Refinancing Amendment.

“Parent” shall mean, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a Subsidiary.

“Parent Entity” shall mean, for purposes of the provisos to the definition of “Change of Control,” a newly created entity having, at the time of consummation of a reorganization transaction permitted by such provisos, no assets with a fair market value in excess of $1.0 million (other than Capital Stock of the Borrower and its Subsidiaries) and no liabilities with a fair market value in excess of $1.0 million, in each case that would be reflected on an unconsolidated balance sheet of such entity at such time.

“Participant” shall have the meaning given to such term in Section 11.6(c)(i).

“Participant Register” shall have the meaning given to such term in Section 11.6(c)(iii).

“Participating Member State” shall mean each state so described in any EMU Legislation.

“Patriot Act” shall have the meaning given to such term in Section 4.23(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted First Priority Refinancing Debt” shall mean any secured Debt (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of senior secured notes; provided that (i) such Debt otherwise constitutes Credit Agreement Refinancing Debt, (ii) such Debt is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, and (iii) a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a First Lien Intercreditor Agreement; provided that if such Debt is the initial Permitted First Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Senior Representative for such Debt shall have executed and delivered a First Lien Intercreditor Agreement. Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Liens” shall mean the following types of Liens (excluding any such Lien imposed pursuant to Section 430(k) of the Code or by ERISA or any such Lien relating to or imposed in connection with any Environmental Action): (a) Liens for taxes, assessments and governmental charges

 

-31-

---

or levies to the extent not otherwise required to be paid under Section 6.3; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, landlords’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations (other than Debt for borrowed money) (i) that are not overdue for a period of more than 60 days or (ii) the amount, applicability or validity of which are being contested in good faith and with respect to which the Borrower or any of its Subsidiaries, as the case may be, has established reserves in accordance with GAAP; (c) pledges or deposits to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA) or to secure public, regulatory or statutory obligations; (d) Liens, pledges and deposits securing the performance of, or payment in respect of, bids, tenders, leases, contracts (other than for the repayment of borrowed money), surety and appeal bonds, letters of credit, and other obligations of a similar nature incurred in the ordinary course of business; (e) any interest or title of a lessor or sublessor and any restriction or encumbrance to which the interest or title of such lessor or sublessor may be subject that is incurred in the ordinary course of business and, either individually or when aggregated with all other Permitted Liens in effect on any date of determination, could not be reasonably expected to have a Material Adverse Effect; (f) Liens in favor of customs and revenue authorities arising as a matter of law or pursuant to a bond to secure payment of customs duties in connection with the importation of goods; (g) Liens arising out of judgments or awards that do not constitute an Event of Default under Section 8.1(i) and in respect of which the Borrower or any of its Subsidiaries subject thereto shall be prosecuting an appeal or proceedings for review in good faith and, pending such appeal or proceedings, shall have secured within 30 days after the entry thereof a subsisting stay of execution and shall be maintaining reserves, in accordance with GAAP, with respect to any such judgment or award; (h) unperfected Liens of suppliers and vendors to secure the purchase price of the property or assets sold; (i) protective UCC filings by lessors under operating leases; (j) any easements, rights of way, restrictions, defects, encroachments and other encumbrances on title to Real Property which either individually or when aggregated with all other Permitted Liens, would not be reasonably expected to have a Material Adverse Effect; and (k) bankers’ Liens, rights of setoff and other similar Liens with respect to cash and Cash Equivalents.

“Permitted Other Debt” shall mean Debt of the Borrower or any other Loan Party; provided that immediately after giving pro forma effect thereto and to the use of the proceeds thereof, (i) no Event of Default shall be continuing or result therefrom, (ii) if such Debt is unsecured, the Borrower and the Subsidiaries will be in compliance on a Pro Forma Basis (as of the date of such incurrence), after giving effect to any such incurrence, with the covenant set forth in Section 7.16, (iii) if such Debt is secured by a Lien on the Collateral that is junior to the Lien on the Collateral securing the Obligations, the Borrower and the Subsidiaries will be in compliance on a Pro Forma Basis (as of the date of such incurrence), after giving effect to any such incurrence, with a Leverage Ratio that is no greater than 0.25x less than the then applicable Leverage Ratio pursuant to the covenant set forth in Section 7.16 (e.g., if the applicable Leverage Ratio under Section 7.16 is 5.00:1.00, then compliance with this provision would require a Leverage Ratio of no greater than 4.75:1.00), (iv) if such Debt is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations, such Debt shall not exceed the sum of (x) the Shared Incremental Amount and (y) an additional amount such that the Senior Secured Leverage Ratio, on a Pro Forma Basis (as of the date of such incurrence), after giving effect to such incurrence, is no greater than 3.50:1.00, (v) such Debt does not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Debt is incurred or the maturity date of such Debt can be extended subject to any customary conditions to a date that is ninety-one (91) days after the Latest Maturity Date at the time such Debt is incurred, (vi) such Debt shall be in the form of debt securities or junior lien or unsecured credit facility, (vii) if such Debt is secured, (x) such Debt is secured by the Collateral on a pari passu or junior basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral and (y) such Debt is subject to an Intercreditor Agreement, (viii) such Debt shall not be guaranteed by any Subsidiaries that are not

 

-32-

---

Guarantors hereunder and (ix) such Debt shall have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole).

“Permitted Physician Group Loans” shall mean loans or advances to any Physician Group which funds may be used contemporaneously to finance the acquisition of the equity interests or assets of one or more additional Physician Groups and any Subsidiaries thereof (excluding Subsidiaries organized or acquired in contemplation of such transaction); provided that (1) immediately before and immediately after giving pro forma effect to any such loan or advance, no Default shall have occurred and be continuing, (2) immediately after giving effect to such loan or advance and any incurrence of Debt by the Borrower or any Subsidiary made to fund such loan or advance, the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.12 and Section 7.16, (3) any such loan or advance shall be evidenced by a Physician Group Note that, if such loan or advance is greater than $5,000,000, will be delivered to the Collateral Agent for the benefit of the Secured Parties, (4) any additional Physician Group acquired as an entity pursuant to the foregoing shall enter into a Management Services Agreement with a Group Member (or a Physician Group with a Management Services Agreement with a Group Member) and Nominee Agreements, (5) any acquisition of an additional Physician Group shall be consummated in compliance with all applicable laws in all material respects and (6) the Borrower shall deliver a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying in the corporate capacity of such Responsible Officer that all of the requirements set forth in clauses (1) through (4) and, to its knowledge based on advice of counsel, (5) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition.

“Permitted Receivables Documents” shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing.

“Permitted Receivables Financing” shall mean one or more transactions pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more Special Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries finance their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against such Receivables Assets; provided that (A) recourse to Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) and any obligations or agreements of Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by Borrower or any Subsidiary (other than a Special Purpose Receivables Subsidiary), and (B) the sum of (x) the aggregate Receivables Transaction Amount outstanding at any time pursuant to clause (a) of the definition of Receivables Transaction Amount and (y) the aggregate Receivables Transaction Amount since the Closing Date pursuant to clause (b) of the definition of “Receivables Transaction Amount” shall not exceed $500,000,000.

“Permitted Refinancing” shall mean, with respect to any Debt, any modification, refinancing, refunding, renewal or extension of such Debt; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Debt so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder; (b) the Debt resulting from such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of

 

-33-

---

the Indebtedness being modified, refinanced, refunded, renewed or extended; (c) immediately after giving effect thereto, no Default shall have occurred and be continuing; (d) if the Debt being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, the Debt resulting from such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being modified, refinanced, refunded, renewed or extended; and (e) no Person that is not an obligor under the Debt being modified, refinanced, refunded, renewed or extended shall be an obligor under such modification, refinancing, refunding, renewal or extension.

“Permitted Second Priority Refinancing Debt” shall mean secured Debt (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided that (i) such Debt otherwise constitutes Credit Agreement Refinancing Debt, (ii) such Debt is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral and (iii) a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a Junior Lien Intercreditor Agreement; provided that if such Debt is the initial Permitted Second Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Senior Representative for such Debt shall have executed and delivered a Junior Lien Intercreditor Agreement. Permitted Second Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Unsecured Refinancing Debt” shall mean unsecured Debt (including any Registered Equivalent Notes) which constitutes Credit Agreement Refinancing Debt, incurred by the Borrower in the form of one or more series of senior unsecured notes or loans.

“Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Physician Groups” shall mean HealthCare Partners Affiliates Medical Group, Seismic Medical Group, PC, HealthCare Partners Medical Group (Bacchus), Ltd., JSA Professional Association, Healthcare Partners Medical Group, Inc., Physician Associates of the Greater San Gabriel Valley, a Medical Group Inc., Northridge Medical Group, Inc., Talbert Medical Group, Inc. and any other professional corporation, limited liability company, partnership or other entity that, directly or indirectly, provides or arranges medical services and (i) provides or arranges such services in a state that only permits the equity interests of such entity to be held by one or more licensed physicians or licensed professionals or professional entities and (ii) has entered into and remains party to a Management Services Agreement and a Nominee Agreement.

“Physician Group Note” shall mean a note issued by a Physician Group to the Borrower or a Guarantor that (i) is issued in connection with a Permitted Physician Group Loan, (ii) contains covenants restricting the Physician Group from incurring financial indebtedness (other than financial indebtedness existing upon acquisition of such Physician Group and not incurred in contemplation of such acquisition(s) and other customary exceptions) and paying dividends or distributions, and (iii) to the extent (x) not prohibited by a Requirement of Law and (y) that such capital stock or membership interest is actually owned by the Physician Group issuing the note, is secured by a pledge of the capital stock or membership interests of each Physician Group acquired by the Physician Group issuing the note.

 

-34-

---

“Plan” shall mean at a particular time, any employee benefit plan that is covered by Title IV of ERISA or Section 412 of the Code and in respect of which the Borrower or ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, other than any Multiemployer Plan.

“Platform” shall have the meaning given to such term in Section 11.2(d).

“Post-Increase Revolving Lenders” shall have the meaning given to such term in Section 2.24(d).

“Pre-Increase Revolving Lenders” shall have the meaning given to such term in Section 2.24(d).

“Premises” shall have the meaning given to such term in the applicable Mortgage.

“Prepayment Option Notice” shall have the meaning given to such term in Section 2.11(e).

“Pricing Grid” shall mean the table set forth below.

For all Loans (other than Tranche B Term Loans) and the Commitment Fee Rate:

 

Leverage Ratio		Applicable Margin for Eurodollar Loans		Applicable Margin for ABR Loans		Commitment Fee Rate
>3.0 to 1.0		2.00%		1.00%		0.500%
<3.0 to 1.0 but >2.25 to 1.0		1.75%		0.75%		0.500%
<2.25 to 1.0		1.50%		0.50%		0.375%

For the purposes of the Pricing Grid, changes in the Applicable Margin resulting from changes in the Leverage Ratio shall become effective on the date (the “Adjustment Date”) that is (x) in the case of calculation of the Leverage Ratio as of the last day of the first three Fiscal Quarters of any Fiscal Year, one Business Day after the date on which financial statements are delivered to the Lenders pursuant to Section 6.1(c) and (y) in the case of calculation of the Leverage Ratio as of the last day of any Fiscal Year, one Business Day after the date on which the annual financial statements are delivered to Lenders setting forth such financial information and accompanied by such certifications as are required with respect to annual financial information pursuant to Section 6.1(b). Such Applicable Margin shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 6.1, then, until the date that is one Business Day after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply. In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the Pricing Grid shall apply. Each determination of the Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 7.16(a).

“primary obligations” shall have the meaning given to such term in the definition of “Contingent Obligation” set forth in this Section 1.1.

“primary obligor” shall have the meaning given to such term in the definition of “Contingent Obligation” set forth in this Section 1.1.

 

-35-

---

“Prime Rate” shall have the meaning given to such term in the definition of “ABR.”

“Pro Forma Basis” shall mean on a pro forma basis in accordance with GAAP and Regulation S-X; provided that notwithstanding the provisions of Regulation S-X, (i) pro forma adjustments may include operating expense reductions for such period resulting from the transaction which is being given pro forma effect which are identified and factually supported in a certificate in which a Responsible Officer of the Borrower certifies that such reductions are reasonably expected to be sustainable and have been realized or the steps necessary for such realization have been taken or are reasonably expected to be taken within twelve months following any such transaction and (ii) pro forma adjustments may include Pro Forma Physician Group Adjustments.

“Pro Forma Physician Group Adjustments” shall mean pro forma adjustments arising out of (i) the entering into of Management Services Agreements in connection with Investments made pursuant to Section 7.6(m) and (ii) the termination of Management Services Agreements in connection with the sale of a Physician Group. In the case of clauses (i) and (ii) of the preceding sentence, pro forma effect shall be given to the revenue that would have been expected to be received or that will no longer be received, as the case may be, and the expenses that would have been expected to be incurred or that will no longer be incurred, as the case may be, by the Borrower or a Subsidiary in connection with such Management Services Agreement. Pro Forma Physician Group Adjustments shall be identified and factually supported in a certificate in which a Responsible Officer of the Borrower certifies that such adjustments are made in good faith and based on assumptions believed to be reasonable.

“Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Issuer” shall mean any commercial bank that has a combined capital and surplus in excess of $500,000,000.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Receivables Assets” shall mean a right to receive payment arising from a sale or lease of goods or the performance of services by the Borrower or any of its Subsidiaries pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and all proceeds thereof and rights (contractual or otherwise) and collateral related thereto and shall include, in any event, any items of property that would be classified as an account receivable of the Borrower or any of its Subsidiaries or an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” or “proceeds” as so defined of any such items.

“Receivables Transaction Amount” shall mean (a) in the case of any Receivables Assets securitization, the amount of obligations outstanding under the legal documents entered into as part of such Receivables Assets securitization on any date of determination that would be characterized as principal

 

-36-

---

if such Receivables Assets securitization were structured as a secured lending transaction rather than as a purchase and (b) in the case of any sale or factoring of Receivables Assets (but excluding any transaction included under clause (a) hereof), the cash purchase price paid by the buyer in connection with its purchase of Receivables Assets (including any bills of exchange) less the amount of collections received in respect of such Receivables Assets and paid to such buyer, excluding any amounts applied to purchase fees or discount or in the nature of interest, in each case as determined in good faith and in a consistent and commercially reasonable manner by the Borrower.

“Recovery Event” shall mean any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

“Redeemable Preferred Interest” shall mean, with respect to any Person, (a) any Capital Stock of such Person that, by its terms or by the terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time or both would be, required to be redeemed or repurchased (including at the option of the holder thereof) by such Person or any of its Subsidiaries, in whole or in part, earlier than six months after the Latest Maturity Date; provided, however, that (i) any Capital Stock that would constitute a Redeemable Preferred Interest solely because the holders thereof have the right to require the issuer to repurchase such a Redeemable Preferred Interest upon the occurrence of a change of control shall not be so treated if the terms thereof (a) do not trigger any rights upon any circumstance constituting a change of control under such Redeemable Preferred Interest that would not constitute a Change of Control under this Agreement and (b) do not permit either any repurchase by such Person or any rights of the holder of such Capital Stock to assert any claim in respect of such failure to purchase as long as any Event of Default exists hereunder and (ii) any Capital Stock in any Subsidiary or Minority Investment that the Borrower or any Subsidiary may be required to repurchase from any joint venture partner or other investor in such Subsidiary or Minority Investment shall not constitute Redeemable Preferred Interest.

“Refinanced Debt” shall have the meaning given to such term in the definition of Credit Agreement Refinancing Debt.

“Refinanced Term Loans” shall have the meaning given to such term in Section 11.1.

“Refinancing” shall mean (i) the repayment in full and the termination of any commitment to make extensions of credit under the Existing Credit Agreement and (ii)(A)(x) the consummation of the Tender Offer and (y) with respect to any Existing Notes not purchased by the Company pursuant to the Tender Offer, the Borrower having irrevocably called such Existing Notes for redemption and having deposited the full payment price therefor pursuant to the terms of the indenture governing the Existing Notes and (B) in the absence of the consummation of the Tender Offer, the Borrower having irrevocably called all Existing Notes for redemption and having deposited the full payment price therefor pursuant to the terms of the indenture governing the Existing Notes.

“Refinancing Amendment” shall mean an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that agrees to provide any portion of Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans incurred pursuant thereto, in accordance with Section 2.27.

“Refinancing Series” shall mean all Refinancing Term Loans or Refinancing Term Commitments that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term Loans or Refinancing Term Commitments provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same effective yield and amortization schedule.

 

-37-

---

“Refinancing Term Commitments” shall mean one or more term loan commitments hereunder that fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

“Refinancing Term Loans” shall mean one or more term loans hereunder that result from a Refinancing Amendment.

“Refunded Swingline Loans” shall have the meaning given to such term in Section 2.7(b).

“Register” shall have the meaning given to such term in Section 11.6(b)(iv).

“Registered Equivalent Notes” shall mean, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Regulated Subsidiary” shall mean each future direct and indirect Subsidiary of the Borrower regulated by a state health, insurance or human services agency in the United States.

“Reimbursement Obligation” shall mean the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

“Reinvestment Deferred Amount” shall mean, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay the Term Loans the Revolving Loans pursuant to Section 2.11(b) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event” shall mean any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice” shall mean a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

“Reinvestment Prepayment Amount” shall mean, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair assets useful in the Borrower’s business.

“Reinvestment Prepayment Date” shall mean, with respect to any Reinvestment Event, the earliest of (a) the date occurring on the second anniversary of such Reinvestment Event, (b) if the Borrower shall not have entered into a binding commitment to reinvest the Net Cash Proceeds received in connection with such Reinvestment Event, the date occurring 540 days after such Reinvestment Event and (c) the date on which the Borrower shall have determined not to acquire or repair assets useful in the Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.

 

-38-

---

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” shall mean any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injecting or leaching into the Environment, or into, from or through any structure or facility.

“Replacement Term Loans” shall have the meaning given to such term in Section 11.1.

“Repricing Transaction” shall mean the prepayment, refinancing, substitution or replacement of all or a portion of the Tranche B Term Loans with the incurrence by any Group Member of any debt financing having an effective interest cost or weighted average yield (with the comparative determinations to be made by the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, interest rate floors, upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Eurodollar Rate (other than due to the last sentence of the definition thereof)) that is less than the effective interest cost or weighted average yield (as determined by the Administrative Agent on the same basis) of such Tranche B Term Loans so repaid, refinanced, substituted or replaced, including without limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, such Tranche B Term Loans.

“Required Financial Information” shall mean, at any date of determination, the Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lenders on or prior to such date pursuant to, and satisfying all of the requirements of, Section 6.1(b) or 6.1(c) and accompanied by the certificates and other information required to be delivered therewith.

“Required Lenders” shall mean, at any time, the holders of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

“Requirement of Law” shall mean, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” shall mean, with respect to the Borrower or any of its Subsidiaries, the chief executive officer, the president, the chief financial officer, the principal accounting officer or the treasurer (or the equivalent of any of the foregoing) or any other officer, partner or member (or Person performing similar functions) of the Borrower or any such Subsidiary responsible for overseeing the administration of, or reviewing compliance with, all or any portion of this Agreement or any of the other Loan Documents.

“Revaluation Date” shall mean (a) with respect to Alternative Currency Revolving Loans, each of the following: (i) each Borrowing Date of a Eurodollar Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurodollar Loan denominated in an Alternative Currency pursuant to Section 2.12(b), (iii) the date of any partial reduction of the Alternative Currency Revolving

 

-39-

---

Commitments pursuant to Section 2.11(f)(ii) and (iv) after a Default has occurred and is continuing, such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to an Alternative Currency Letter of Credit, each of the following: (i) each date of issuance of an Alternative Currency Letter of Credit, (ii) each date of an amendment of any Alternative Currency Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by an Issuing Lender under any Alternative Currency Letter of Credit and (iv) such additional dates as the Administrative Agent or an Issuing Lender shall reasonably determine or the Required Lenders shall require.

“Revolving Commitment” shall mean, as to any Revolving Lender, collectively, the Dollar Revolving Commitment and the Alternative Currency Revolving Commitment of such Revolving Lender.

“Revolving Commitment Period” shall mean the period from and including the Closing Date to but excluding the Business Day preceding the latest Maturity Date applicable to the Revolving Facility.

“Revolving Extensions of Credit” shall mean, collectively, the Dollar Revolving Extensions of Credit and the Alternative Currency Revolving Extensions of Credit.

“Revolving Facility” shall mean, collectively, the Dollar Revolving Facility and the Alternative Currency Revolving Facility.

“Revolving Lenders” shall mean, collectively, the Dollar Revolving Lenders and Alternative Currency Revolving Lenders.

“Revolving Loans” shall mean, collectively, the Dollar Revolving Loans and Alternative Currency Revolving Loans.

“Revolving Percentage” shall mean, as to any Revolving Lender, collectively, the Dollar Revolving Percentage and the Alternative Currency Revolving Percentage of such Revolving Lender.

“Revolving Termination Date” shall mean June 24, 2019.

“S&P” shall mean Standard & Poor’s Financial Services, LLC.

“Sale and Leaseback Transaction” with respect to any Person shall mean an arrangement to sell or transfer any property, real or personal, used or useful in such Person’s business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanctions Authorities” shall have the meaning given to such term in Section 4.23(b)(v).

“SEC” shall mean the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and between the Borrower or any Subsidiary and any Cash Management Bank; provided that the aggregate amount of Debt under all Secured Cash Management Agreements shall not exceed $25,000,000 at any time outstanding.

 

-40-

---

“Secured Obligations” shall mean (a) the Obligations and (b) the due and punctual payment and performance of all obligations of the Borrower and the other Loan Parties under or in respect of each Specified Swap Agreement and each Secured Cash Management Agreement and each Specified Letter of Credit, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any bankruptcy, insolvency, receivership or other similar proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Lenders, each Cash Management Bank, each party to a Specified Swap Agreement (other than any Group Member) and each issuing lender of a Specified Letter of Credit, if, in the case of any Person not already a party to this Agreement, such Person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such Person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 11.5, 11.11 and 11.12 as if it were a Lender and as if the fair market value of its Secured Obligations constituted Loans hereunder.

“Security Agreement” shall mean that certain Security Agreement, dated as of the Closing Date, by and among the Loan Parties and the Administrative Agent.

“Security Agreement Collateral” shall mean all property pledged or granted as collateral pursuant to the Security Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 6.12.

“Security Documents” shall mean, collectively, the Security Agreement, the Mortgages (if any) and all other security documents hereafter delivered to the Collateral Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Senior Secured Leverage Ratio” shall mean, at any date of determination, the ratio of (a) (i) all Funded Debt of the Borrower and its Subsidiaries that is secured by a Lien on any asset or property of the Borrower or any Subsidiary (other than any Lien that is junior to the Lien securing the Obligations pursuant to the Junior Lien Intercreditor Agreement), including Debt in respect of Specified Letters of Credit outstanding as of such date (assuming that the maximum amount of each such Specified Letter of Credit is fully drawn) plus (ii) to the extent not otherwise included in subclause (a)(i) of this definition, the face amount of all Letters of Credit issued for the account of the Borrower or any of its Subsidiaries minus (iii) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on a Consolidated basis to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently completed Measurement Period prior to such date.

The Senior Secured Leverage Ratio shall be calculated on a Pro Forma Basis to give effect to any Debt incurred, assumed or permanently repaid or extinguished after the relevant Measurement Period but prior to or contemporaneously with the Reference Date as if such incurrence, assumption, repayment or extinguishment had been effected on the last day of such period.

“Senior Representative” shall mean, with respect to any series of Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Other Debt or any Indebtedness incurred pursuant to Section 7.2(v), the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Debt is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

 

-41-

---

“Shared Incremental Amount” shall mean (x) $1,500,000,000 minus (y) the aggregate outstanding principal amount of all Incremental Term Loans and/or Permitted Other Debt incurred or issued in reliance on the Shared Incremental Amount.

“Solvent” shall mean, when used with respect to any Person, that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” shall mean liability on a “claim,” and (ii) “claim” shall mean any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Special Purpose Licensed Entity” shall mean any Person in a related business of the Borrower and its Subsidiaries that (i) the Borrower and its Subsidiaries are prohibited from engaging in directly under applicable law, including provisions of state law (a) prohibiting the ownership of healthcare facilities by public companies, (b) prohibiting the corporate practice of medicine or (c) otherwise restricting the ability of the Borrower or one of its Subsidiaries to acquire directly a required license to operate a healthcare facility, and (ii) has entered into a transaction or series of transactions with the Borrower or any of its Subsidiaries under which:

(x) the Borrower or any of its Subsidiaries provides management, administrative or consulting services to the Special Purpose Licensed Entity,

(y) the owners of the Special Purpose Licensed Entity are prohibited from transferring any of their interests in the Special Purpose Licensed Entity without the consent of the Borrower or one of its Subsidiaries, and

(z) the Borrower or one of its Subsidiaries has the right to require the owners of the Special Purpose Licensed Entity to transfer all of their interests in the Special Purpose Licensed Entity to a Person designated by the Borrower or one of its Subsidiaries.

“Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Borrower or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law).

“Specified Alternative Currency LC Sublimit” shall mean, with respect to any Issuing Lender, the amount set forth beside each Issuing Lender on Schedule II hereto with respect to Alternative Currency Letters of Credit or in each case such other amount as is specified in the agreement pursuant to which such Person becomes an Issuing Lender hereunder.

 

-42-

---

“Specified Change of Control” shall mean a “Change of Control” (or any other defined term having a similar purpose) as defined in the 2020 Senior Notes Indenture, in the 2022 Senior Notes Indenture or the New Senior Notes Indenture.

“Specified Dollar LC Sublimit” shall mean, with respect to any Issuing Lender, the amount set forth beside such Issuing Lender on Schedule II hereto with respect to Dollar Letters of Credit or in each case such other amount as is specified in the agreement pursuant to which such Person becomes an Issuing Lender hereunder.

“Specified Letter of Credit” shall mean any letter of credit issued by any Lender (at the time of the issuance of such letter of credit) or affiliate thereof for the account of the Borrower or any Subsidiary, which the Borrower designates as a “Specified Letter of Credit” by notice in writing to the Administrative Agent.

“Specified Loan Party” shall mean any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.10.

“Specified Swap Agreement” shall mean any Swap Agreement entered into by the Borrower or any Subsidiary and any Lender (at the time of the execution of such Swap Agreement) or affiliate thereof in respect of interest rates or currency exchange rates.

“Specified Transaction” shall mean (a) the acquisition of any Subsidiary permitted under Section 7.6(e) or (k) , (b) the consummation of any Asset Sale and (c) the incurrence, assumption, permanent repayment or extinguishment of any Debt.

“Spot Rate” for a currency shall mean the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

“Sterling” and “£” shall mean the lawful currency of the United Kingdom.

“Subsidiary” shall mean, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other business entity (a) (i) of which securities or other ownership interests representing more than 50% of the voting power of all Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, Controlled or held by the parent and/or one or more subsidiaries of the parent and (ii) that is, as of such date, otherwise Controlled by the parent and/or one or more subsidiaries of the parent; or (b) designated as a “Subsidiary” by the Borrower by written notice to the Administrative Agent and (i) of which securities or other ownership interests representing more than 50% of the voting power of all Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, Controlled or held by the parent and/or one or more subsidiaries of the parent, (ii) that is, as of such date, otherwise Controlled by the parent and/or one or more subsidiaries of the parent or (iii) the accounts of which would be consolidated with

 

-43-

---

those of the parent in the parent’s Consolidated financial statements; provided, however, that (i) entities shall not be deemed Subsidiaries so long as the assets of each such entity do not exceed $25,000 (unless the Borrower shall elect to include such entity as a Guarantor) and (ii) California Medical Group Insurance Company, Risk Retention Group, HealthCare Partners Institute for Applied Research and Education, the Physician Groups and their respective subsidiaries shall not be deemed Subsidiaries of the Borrower for any purpose under the Loan Documents, except that such entities may be included in the Borrower’s Consolidated financial statements. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of the Borrower.

“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of a type reasonably requested by the Collateral Agent or (b) otherwise acceptable to the Collateral Agent.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap Agreement.”

“Swap Obligations” shall mean with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Commitment” shall mean the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $100,000,000.

“Swingline Lender” shall mean JPMorgan Chase Bank, N.A., in its capacity as the lender of Swingline Loans; provided that, if any Extension or Extensions of Alternative Currency Revolving Commitments is or are effected in accordance with Section 2.25, then on the occurrence of each Issuing Lender/Swingline Termination Date, the Swingline Lender at such time shall have the right to resign as Swingline Lender on, or on any date within twenty (20) Business Days after, the respective Issuing Lender/Swingline Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the

 

-44-

---

effectiveness thereof, the Borrower shall repay any outstanding Swingline Loans made by the respective entity so resigning and such entity shall not be required to make any further Swingline Loans hereunder. If at any time and for any reason (including as a result of resignations as contemplated by the proviso to the preceding sentence), the Swingline Lender has resigned in such capacity in accordance with the preceding sentence, then no Person shall be the Swingline Lender hereunder or obligated to make Swingline Loans unless and until (and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as the Swingline Lender hereunder.

“Swingline Loans” shall have the meaning given to such term in Section 2.6(a).

“Swingline Participation Amount” shall have the meaning given to such term in Section 2.7(c).

“Syndication Agents” shall have the meaning given to such term in the preamble hereto.

“TARGET Day” shall mean any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” shall mean (i) all present or future income, stamp or other taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, and (ii) all transferee, successor, joint and several, contractual or other liability (including, without limitation, liability pursuant to Treas. Reg. §1.1502-6 (or any similar state, local or foreign provision)) in respect of any items described in clause (i).

“Tender Offer” shall have the meaning given to such term in the recitals hereto.

“Term Lenders” shall mean, collectively, the Tranche A Term Lenders and the Tranche B Term Lenders.

“Term Loans” shall mean, collectively, the Tranche A Term Loans and the Tranche B Term Loans.

“Title Company” shall mean any title insurance company as shall be retained by the Borrower and reasonably acceptable to the Administrative Agent.

“Total Alternative Currency Revolving Commitments” shall mean, at any time, the aggregate amount of the Alternative Currency Revolving Commitments then in effect. The original amount of the Total Alternative Currency Revolving Commitments is the Alternative Currency Equivalent of $300,000,000.

“Total Alternative Currency Revolving Extensions of Credit” shall mean, at any time, the aggregate amount of the Alternative Currency Revolving Extensions of Credit of the Alternative Currency Revolving Lenders outstanding at such time.

“Total Dollar Revolving Commitments” shall mean, at any time, the aggregate amount of the Dollar Revolving Commitments then in effect. The original amount of the Total Dollar Revolving Commitments is $700,000,000.

 

-45-

---

“Total Dollar Revolving Extensions of Credit” shall mean, at any time, the aggregate amount of the Dollar Revolving Extensions of Credit of the Dollar Revolving Lenders outstanding at such time.

“Total Revolving Commitments” shall mean, at any time, the aggregate amount of the Revolving Commitments then in effect.

“Total Revolving Extensions of Credit” shall mean, at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“Tranche A Term Commitment” shall mean, as to any Lender, the obligation of such Lender, if any, to make a Tranche A Term Loan to the Borrower in a principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule I. The original aggregate amount of the Tranche A Term Commitments is $1,000,000,000.

“Tranche A Term Facility” shall have the meaning given to such term in the definition of “Facility.”

“Tranche A Term Lender” shall mean each Lender that has a Tranche A Term Commitment or that holds a Tranche A Term Loan.

“Tranche A Term Loan” shall have the meaning given to such term in Section 2.1.

“Tranche A Term Loan Maturity Date” shall mean June 24, 2019.

“Tranche A Term Percentage” shall mean, as to any Tranche A Term Lender at any time, the percentage which such Lender’s Tranche A Term Commitment then constitutes of the aggregate Tranche A Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Tranche A Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche A Term Loans then outstanding).

“Tranche B Term Commitment” shall mean, as to any Lender, the obligation of such Lender, if any, to make a Tranche B Term Loan to the Borrower in a principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule I or in an Increase Joinder. The original aggregate amount of the Tranche B Term Commitments is $3,500,000,000.

“Tranche B Term Facility” shall have the meaning given to such term in the definition of “Facility.”

“Tranche B Term Lender” shall mean each Lender that has a Tranche B Term Commitment or that holds a Tranche B Term Loan.

“Tranche B Term Loan” shall have the meaning given to such term in Section 2.1.

“Tranche B Term Loan Maturity Date” shall mean June 24, 2021.

“Tranche B Term Percentage” shall mean, as to any Tranche B Term Lender at any time, the percentage which such Lender’s Tranche B Term Commitment then constitutes of the aggregate Tranche B Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Tranche B Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B Term Loans then outstanding).

 

-46-

---

“Transaction Documents” shall mean the New Senior Notes Documents and the Loan Documents.

“Transactions” shall mean, collectively, (a) the execution, delivery and performance of the Loan Documents and the initial borrowings hereunder; (b) the Refinancing; (c) the issuance of the New Senior Notes and (d) the payment of all fees and expenses owing in connection with the foregoing.

“Transferred Guarantor” shall have the meaning given to such term in Section 10.9.

“Tricare” shall mean the managed health care program that is established by the Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. §1071 et seq.) for members of the military, military retirees, and their dependents, and includes the competitive selection of contractors to financially underwrite the delivery of health care services under the Civilian Health and Medical Program of the Uniformed Services.

“Type” shall mean, as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“United States” shall mean the United States of America.

“Voting Interests” shall mean shares of Capital Stock issued by a corporation, or equivalent Capital Stock of any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“Weighted Average Life to Maturity” shall mean, when applied to any Debt at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Debt.

“Wholly Owned Subsidiary” shall mean, as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Withdrawal Liability” shall have the meaning specified in Part I of Subtitle E of Title IV of ERISA.

1.2 Classification of Loans. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).

1.3 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein

 

-47-

---

shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, unless otherwise indicated, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) “on,” when used with respect to the Mortgaged Property or any property adjacent to the Mortgaged Property, shall mean “on, in, under, above or about.”

1.4 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change in GAAP occurring after the Closing Date or in the application thereof on such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided that the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, between calculations of the affected item in amounts required to be reported under Sections 6.1(b) and (c) (including in any Compliance Certificate) before and after giving effect to such change in GAAP.

For the avoidance of doubt, Persons that are not Subsidiaries shall not be included in any calculation relevant to Section 7.16.

1.5 Resolution of Drafting Ambiguities. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

1.6 Exchange Rates; Currency Equivalents.

(a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Alternative Currency Revolving Loans or Alternative Currency Letters of Credit, as applicable, outstanding. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.

(b) Wherever in this Agreement in connection with an Alternative Currency Revolving Loan, an Alternative Currency Letter of Credit, or a conversion, continuation or prepayment of an Alternative Currency Revolving Loan, an amount, such as a required minimum or multiple amount, is

 

-48-

---

expressed in Dollars, but such Alternative Currency Revolving Loan or Alternative Currency Letter of Credit, as applicable, is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.

1.7 Additional Alternative Currencies.

(a) The Borrower may from time to time request that Alternative Currency Revolving Loans be made and/or Alternative Currency Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Alternative Currency Revolving Loans, such request shall be subject to the approval of the Administrative Agent and the Alternative Currency Revolving Lenders; and in the case of any such request with respect to the issuance of Alternative Currency Letters of Credit, such request shall be subject to the approval of the Administrative Agent and an Issuing Lender.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., Local Time, 20 Business Days prior to the date of the desired extension of credit (or, in the case of any such request pertaining to Alternative Currency Letters of Credit, the Issuing Lender, in its or their sole discretion). In the case of any such request pertaining to Alternative Currency Revolving Loans, the Administrative Agent shall promptly notify each Alternative Currency Revolving Lender of any request pursuant to this Section 1.7 and in the case of any such request pertaining to Alternative Currency Letters of Credit, the Administrative Agent shall promptly notify the Issuing Lender thereof. Each Alternative Currency Revolving Lender (in the case of any such request pertaining to Alternative Currency Revolving Loans) or Issuing Lender (in the case of a request pertaining to Alternative Currency Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., Local Time, ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternative Currency Revolving Loans or the issuance of Alternative Currency Letters of Credit , as the case may be, denominated in such currency.

(c) Any failure by an Alternative Currency Revolving Lender or Issuing Lender, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Alternative Currency Revolving Lender or Issuing Lender, as the case may be, to permit Alternative Currency Revolving Loans to be made or Alterative Currency Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Alternative Currency Revolving Lenders consent to making Alternative Currency Revolving Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Alternative Currency Revolving Loans; and if the Administrative Agent and an Issuing Lender consent to the issuance of Alternative Currency Letters of Credit in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances by such consenting Issuing Lender. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.7, the Administrative Agent shall promptly so notify the Borrower.

 

-49-

---

1.8 Change of Currency.

(a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Closing Date shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Alternative Currency Revolving Loans in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Alternative Currency Revolving Loans, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

SECTION 2

AMOUNT AND TERMS OF COMMITMENTS

2.1 Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan denominated in Dollars (a “Tranche A Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche A Term Commitment of such Lender, (b) each Tranche B Term Lender severally agrees to make a term loan denominated in Dollars (a “Tranche B Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche B Term Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12. Amounts borrowed under this Section 2.1 and repaid may not be reborrowed.

2.2 Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice in the form of a Borrowing Request (which notice must be received by the Administrative Agent prior to 1:00 P.M., New York City time, (a) in the case of any Tranche A Term Loans and Tranche B Term Loans, three Business Days prior to the anticipated Closing Date, in the case of Eurodollar Loans, or (b) in the case of any Tranche A Term Loans and Tranche B Term Loans, one Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed under each Class. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan to be made by such Term Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

 

-50-

---

2.3 Repayment of Term Loans.

(a) The Tranche A Term Loan of each Tranche A Term Lender shall mature in 20 consecutive quarterly installments and on the Tranche A Term Loan Maturity Date, in an amount equal to such Lender’s Tranche A Term Percentage multiplied by the amount set forth below opposite such installment:

 

Installment Due Date		Principal Amount
September 30, 2014		$	12,500,000
December 31, 2014		$	12,500,000
March 31, 2015		$	12,500,000
June 30, 2015		$	12,500,000
September 30, 2015		$	12,500,000
December 31, 2015		$	12,500,000
March 31, 2016		$	12,500,000
June 30, 2016		$	12,500,000
September 30, 2016		$	18,750,000
December 31, 2016		$	18,750,000
March 31, 2017		$	18,750,000
June 30, 2017		$	18,750,000
September 30, 2017		$	25,000,000
December 31, 2017		$	25,000,000
March 31, 2018		$	25,000,000
June 30, 2018		$	25,000,000
September 30, 2018		$	25,000,000
December 31, 2018		$	25,000,000
March 31, 2019		$	25,000,000
Tranche A Term Loan Maturity Date		$	650,000,000

(b) The Tranche B Term Loan of each Tranche B Term Lender shall mature (i) in 27 consecutive quarterly installments on the last day of each September, December, March and June (commencing on September 30, 2014), each in an amount equal to such Lender’s Tranche B Term Percentage multiplied by 0.25% of the aggregate principal amount of the Tranche B Term Loans outstanding on the Closing Date immediately after funding the Tranche B Term Facility and (ii) on the Tranche B Term Loan Maturity Date in an amount equal to all remaining outstanding Tranche B Term Loans of such Tranche B Term Lender.

2.4 Revolving Commitments.

(a) Subject to the terms and conditions hereof, (1) each Dollar Revolving Lender severally agrees to make revolving credit loans in Dollars (“Dollar Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Dollar Revolving Percentage of the LC Obligations then outstanding, does not exceed the amount of such Lender’s Dollar Revolving Commitment and (2) each Alternative Currency Revolving Lender severally agrees to make revolving credit loans in one or more Alternative Currencies (“Alternative Currency Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Alternative Currency Revolving Percentage of the sum of (i) the LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Alternative Currency Revolving Commitment.

 

-51-

---

During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans and Alternative Currency Revolving Loans denominated in Dollars may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. The Alternative Currency Revolving Loans denominated in an Alternative Currency other than Dollars shall be Eurodollar Loans.

(b) The Borrower shall repay all outstanding Revolving Loans on the applicable Maturity Date.

2.5 Procedure for Revolving Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Borrowing Request (which notice must be received by the Administrative Agent prior to 2:00 P.M., New York City time, (a)(i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans denominated in Dollars or (ii) four Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans denominated in Alternative Currencies (other than Dollars), or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (provided that any such notice of a borrowing of ABR Loans under the Alternative Currency Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount of Revolving Loans to be borrowed, (ii) the requested Borrowing Date, (iii) the Revolving Facility pursuant to which such Loan is to be made, (iv) the currency of the Revolving Loans to be borrowed, (v) if the Revolving Loans to be borrowed are denominated in Dollars, the Type of Revolving Loans to be borrowed and (vi) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Dollar Revolving Commitments and each borrowing under the Alternative Currency Revolving Commitments denominated in Dollars shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that the Swingline Lender may request, on behalf of the Borrower, borrowings denominated in Dollars under the Alternative Currency Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7. Each borrowing under the Alternative Currency Revolving Commitments (other than a borrowing denominated in Dollars) shall be in an amount equal to the Alternative Currency Equivalent of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office for the applicable currency prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

2.6 Swingline Commitment.

(a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Alternative Currency Revolving Commitments from time to time after the Closing Date and during the Revolving Commitment Period by making swing line loans denominated in Dollars (“Swingline Loans”) to the Borrower; provided that (i)

 

-52-

---

the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect and (ii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Alternative Currency Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.

(b) The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the applicable Maturity Date in accordance with Section 2.7(f) and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that an Alternative Currency Revolving Loan denominated in Dollars is borrowed, the Borrower shall repay all Swingline Loans then outstanding.

2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans.

(a) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy of a Borrowing Request), not later than 2:00 P.M., New York City time, on the day (which shall be a Business Day during the Revolving Commitment Period) of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 3.5, by remittance to the Issuing Lender) by 4:00 P.M., New York City time, on the requested date of such Swingline Loan. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof.

(b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than 2:00 P.M., New York City time, request each Alternative Currency Revolving Lender to make, and each Alternative Currency Revolving Lender hereby agrees to make, an Alternative Currency Revolving Loan denominated in Dollars, in an amount equal to such Alternative Currency Revolving Lender’s Alternative Currency Revolving Percentage of the aggregate amount of the Swingline Loans; provided that, notwithstanding the foregoing, no Alternative Currency Revolving Lender shall be obligated to make any Alternative Currency Revolving Loan if after giving effect to the making of such Alternative Currency Revolving Loan the outstanding amount of Alternative Currency Revolving Extensions of Credit of such Lender exceed such Lender’s Alternative Currency Revolving Commitment (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Each Alternative Currency Revolving Lender shall make the amount of such Alternative Currency Revolving Loan available to the Administrative Agent at the Funding Office for Dollar-denominated payments in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Alternative Currency Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Alternative Currency Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans.

 

-53-

---

(c) If prior to the time an Alternative Currency Revolving Loan denominated in Dollars would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8.1(g) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Alternative Currency Revolving Loans may not be made as contemplated by Section 2.7(b), each Alternative Currency Revolving Lender shall, on the date such Alternative Currency Revolving Loan was to have been made pursuant to the notice referred to in Section 2.7(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Alternative Currency Revolving Lender’s Alternative Currency Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Alternative Currency Revolving Loans.

(d) Whenever, at any time after the Swingline Lender has received from any Alternative Currency Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Alternative Currency Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(e) Each Alternative Currency Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Alternative Currency Revolving Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the financial condition of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Alternative Currency Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(f) If the Maturity Date shall have occurred in respect of any tranche of Alternative Currency Revolving Commitments at a time when another tranche or tranches of Alternative Currency Revolving Commitments is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swingline Loans shall be repaid in full (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Maturity Date); provided, however, that if on the occurrence of such earliest Maturity Date (after giving effect to any repayments of Alternative Currency Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.10), there shall exist sufficient unutilized Extended Revolving Commitments that are the Alternative Currency Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to such Extended Revolving Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the Swingline Participation Amounts of each Alternative Currency Revolving Lender that is an Extending Revolving Lender and such outstanding Swingline Loans shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest Maturity Date.

 

-54-

---

2.8 Commitment Fees, etc.

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Dollar Revolving Commitment and/or Available Alternative Currency Revolving Commitment, as applicable, of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the Closing Date and on the Maturity Date for the Revolving Facility.

(b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent.

(c) The Borrower will pay to the Administrative Agent for the account of each Applicable Participant in accordance with its Alternative Currency Revolving Percentage or Dollar Revolving Percentage, as applicable, a fee for each Letter of Credit with respect to which it is an Applicable Participant equal to the product of (i) the Dollar Equivalent of the daily maximum amount then available to be drawn on such Letters of Credit and (ii) a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.

(d) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses (including issuance fees) as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

(e) The Borrower agrees to pay on the Closing Date (w) to each Tranche A Term Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Tranche A Term Lender’s Tranche A Term Loan, a funding fee in an amount agreed between such Tranche A Term Lender and the Borrower, (x) to each Tranche B Term Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Tranche B Term Lender’s Tranche B Term Loan, a funding fee in an amount equal to 0.50% of the stated principal amount of such Tranche B Term Lender’s Tranche B Term Loan funded on the Closing Date, (y) to each Dollar Revolving Lender party to this Agreement on the Closing Date, as compensation for the Dollar Revolving Commitment of such Dollar Revolving Lender, a commitment fee in the amount agreed between such Dollar Revolving Lender and the Borrower and (z) to each Alternative Currency Revolving Lender party to this Agreement on the Closing Date, as compensation for the Alternative Currency Revolving Commitment of such Alternative Currency Revolving Lender, a commitment fee in the amount agreed between such Alternative Currency Revolving Lender and the Borrower.

(f) All fees payable hereunder (subject to Section 2.26) shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

 

-55-

---

2.9 Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate, or from time to time to reduce the amount of, the Revolving Commitments under one or more Revolving Facilities; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, (i) the Total Alternative Currency Revolving Extensions of Credit would exceed the Total Alternative Currency Revolving Commitments, (ii) the Total Dollar Revolving Extensions of Credit would exceed the Total Dollar Revolving Commitments or (iii) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to (i) with respect to the Alternative Currency Revolving Commitments, $1,000,000, a whole multiple thereof, or the remaining aggregate amount of the Alternative Currency Revolving Commitments, and shall reduce permanently the Alternative Currency Revolving Commitments then in effect and (ii) with respect to the Dollar Revolving Commitments, $1,000,000, a whole multiple thereof, or the remaining aggregate amount of the Dollar Revolving Commitments, and shall reduce permanently the Dollar Revolving Commitments then in effect. The Revolving Commitment (other than any Extended Revolving Commitment) of each Revolving Lender shall automatically and permanently terminate on the Revolving Termination Date. On the respective Maturity Date applicable thereto, the Extended Revolving Commitment of each Extending Revolving Commitment shall automatically and permanently terminate.

2.10 Optional Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium (except as set forth in Section 2.11(h)) or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 P.M., New York City time, (i) three Business Days prior thereto, in the case of Eurodollar Loans denominated in Dollars and (ii) four Business Days prior thereto in the case of Eurodollar Loans denominated in Alternative Currencies (other than Dollars), and no later than 2:00 P.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment, the installment or installments of the respective Classes of the Loans to be repaid and whether the prepayment is of Eurodollar Loans or ABR Loans (it being understood that the Borrower may elect to prepay one Class of Term Loans without prepaying another); provided that in the case of Swingline Loans notice may be given no later than 2:00 P.M. New York City time on the date of prepayment; and provided, further, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of a Class of Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in an Alternative Currency (other than Dollars) shall be in an aggregate principal amount of the Alternative Currency Equivalent of $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in Dollars shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

2.11 Mandatory Prepayments and Commitment Reductions.

(a) If any Redeemable Preferred Interests or Debt shall be issued or incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Credit Agreement Refinancing Debt) or Capital Stock issued in compliance with Section 7) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d).

 

-56-

---

(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event and such Net Cash Proceeds are not prohibited under any Requirements of Law to be distributed or otherwise transferred without the consent or approval of a Governmental Authority then, to the extent a Reinvestment Notice shall not have been delivered in respect thereof, such Net Cash Proceeds shall be applied within ten days after the date that all post-closing adjustments associated therewith have been completed toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d) ; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d).

(c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending December 31, 2015, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(b), for the Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent (for distribution to the Agents and the Lenders) and (ii) the date such financial statements are actually delivered.

(d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, to reduce the Swingline Loans and then Revolving Loans without a permanent reduction of the Revolving Commitments. The application of any prepayment pursuant to this Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

(e) Notwithstanding anything to the contrary in Section 2.11(d) or 2.17, with respect to the amount of any mandatory prepayment described in Section 2.11 that is allocated to Tranche B Term Loans (such amount, the “Designated Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans, as provided in Section 2.11(d) above, on the date specified in Section 2.11 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit G, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is 10 Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Designated Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans as described above in respect of which such Lenders have accepted prepayment (it being understood that a failure to respond to a Prepayment Option Notice shall be deemed an acceptance of the prepayment referenced therein) and (ii) the Borrower shall pay to the Tranche A Term Lenders an amount equal to the portion of the Designated Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; provided that if after the application of amounts pursuant to clause (ii), any portion of the Designated Prepayment Amount not accepted by the Tranche B Term Lenders shall remain, such amount shall be used to prepay the Tranche B Term Loans on a pro rata basis.

 

-57-

---

(f) Revolving Loan Prepayments.

(i) In the event of the termination of all the Alternative Currency Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Alternative Currency Revolving Loans and all outstanding Swingline Loans and replace all outstanding Alternative Currency Letters of Credit or cash collateralize all outstanding Alternative Currency Letters of Credit in accordance with the procedures set forth in Section 3.10. In the event of the termination of all the Dollar Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Dollar Revolving Loans and replace all outstanding Dollar Letters of Credit or cash collateralize all outstanding Dollar Letters of Credit in accordance with the procedures set forth in Section 3.10.

(ii) In the event of any partial reduction of the Alternative Currency Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Alternative Currency Revolving Lenders of the sum of the Alternative Currency Revolving Extensions of Credit after giving effect thereto and (y) if the sum of the Alternative Currency Revolving Extensions of Credit would exceed the aggregate amount of Alternative Currency Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Alternative Currency Revolving Loans and third, replace outstanding Alternative Currency Letters of Credit or cash collateralize outstanding Alternative Currency Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess. In the event of any partial reduction of the Dollar Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Dollar Revolving Lenders of the sum of the Dollar Revolving Extensions of Credit after giving effect thereto and (y) if the sum of the Dollar Revolving Extensions of Credit would exceed the aggregate amount of Dollar Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Dollar Revolving Loans and second, replace outstanding Dollar Letters of Credit or cash collateralize outstanding Dollar Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess.

(iii) In the event that the sum of all Alternative Currency Revolving Lenders’ Alternative Currency Revolving Extensions of Credit exceeds the Alternative Currency Revolving Commitments then in effect (including, without limitation, as a result of any Revaluation Date or as a result of currency fluctuations), the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Alternative Currency Revolving Loans, and third, replace outstanding Alternative Currency Letters of Credit or cash collateralize outstanding Alternative Currency Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess. In the event that the sum of all Dollar Revolving Lenders’ Dollar Revolving Extensions of Credit exceeds the Dollar Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Dollar Revolving Loans, and second, replace outstanding Dollar Letters of Credit or cash collateralize outstanding Dollar Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess.

(iv) In the event that the aggregate LC Obligations exceed the LC Commitment then in effect, the Borrower shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess.

 

-58-

---

(g) [Reserved].

(h) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces any Tranche B Term Loan pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.11(a) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Tranche B Term Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B Term Loan so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B Term Loan outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

2.12 Conversion and Continuation Options.

(a) The Borrower may elect from time to time to convert Eurodollar Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election pursuant to an Interest Election Request no later than 2:00 P.M., Local Time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans denominated in Dollars to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 2:00 P.M., Local Time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined by written notice in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent pursuant to an Interest Election Request, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that the Borrower may not elect to continue a Eurodollar Loan under a particular Facility as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined by written notice in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso (i) if such Loans are denominated in Dollars, such shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (ii) if such Loans are denominated in an Alternative Currency (other than Dollars), such Loans shall be automatically continued as Eurodollar Loans with an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.13 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar

 

-59-

---

Tranche shall be equal to (i) with respect to Eurodollar Loans denominated in Dollars, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Eurodollar Loans denominated in an Alternative Currency (other than Dollars), the Alternative Currency Equivalent of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than fifteen Eurodollar Tranches shall be outstanding at any one time.

2.14 Interest Rates and Payment Dates.

(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c) Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a), (b) or (g), if all or a portion of the principal amount of any Loan or Reimbursement Obligation or any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the greater of (i) the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus 2%) and (ii) the actual rate applicable to such amount plus 2%, from the date of such non-payment until such amount is paid in full (after as well as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.15 Computation of Interest and Fees.

(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurodollar Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.14(a).

 

-60-

---

2.16 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (and until such notice is withdrawn), (w) any Eurodollar Loans denominated in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any Loans denominated in Dollars under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans denominated in Dollars under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any outstanding Eurodollar Loans denominated in an Alternative Currency (other than Dollars) shall be continued with an interest applicable thereto equal to the sum of (I) the Applicable Margin for such Eurodollar Loans and (II) the rate for each day during such Interest Period reasonably determined by the Administrative Agent to be the cost of funds of representative participating members in the interbank eurodollar market selected by the Administrative Agent (which may include Lenders) for maintaining loans similar to the relevant Loans (provided that any change in the rate determined pursuant to this clause (II) shall be effective as of the opening of business on the effective day of any change in the relevant component of such rate). Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans denominated in Dollars under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans denominated in Dollars under the relevant Facility to Eurodollar Loans.

2.17 Pro Rata Treatment and Payments.

(a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Tranche A Term Percentages, Tranche B Term Percentages, Dollar Revolving Percentages or Alternative Currency Revolving Percentages, as the case may be, of the relevant Lenders in the Class subject to reduction.

(b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (except (i) as otherwise provided in Section 2.11(e), (ii) that an optional prepayment pursuant to Section 2.10 need only be made pro rata according to the respective outstanding principal amounts of the Term Loans of the applicable Class being prepaid then held by the Term Lenders, (iii) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Debt shall be applied solely to each applicable Class of Refinanced Debt and (iv) any prepayment of Term Loans with the Net Cash Proceeds of Debt pursuant to Section 2.11(a) may be applied to a Class or Classes of Term Loans as directed by the Borrower). The amount of

 

-61-

---

each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Tranche A Term Loans and Tranche B Term Loans, as the case may be, pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. Notwithstanding any other provision of this Section 2.17(b), a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Term Loans pursuant to Section 2.10 or Section 2.11, exchange such Lender’s portion of the Term Loan to be repaid for Debt of the Borrower, in lieu of such Lender’s pro ratio portion of such prepayment (and any such Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).

(c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the relevant Revolving Lenders.

(d) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office for the applicable currency, in the currency in which the applicable Loan was made and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to (i) with respect to borrowings under the Dollar Revolving Facility, ABR Loans under the Dollar Revolving Facility or (ii) with respect to borrowings under the Alternative Currency Revolving Facility, Eurodollar Loans under the Alternative Currency Revolving Facility, in each case, on demand, from the Borrower.

(f) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is

 

-62-

---

making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

(g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.5, Section 2.7(c), Section 3.4, Section 3.5 or Section 11.5(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) until such failure to make payment has been cured, hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

2.18 Requirements of Law. If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender or Issuing Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Closing Date:

(i) shall subject any Lender or Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or Issuing Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.19 and Taxes imposed on the overall net income of such Lender or Issuing Lender);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender or Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate; or

(iii) shall impose on such Lender or Issuing Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender or Issuing Lender, by an amount that such Lender or Issuing Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

 

-63-

---

(b) If any Lender or Issuing Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or Issuing Lender or any corporation Controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the Closing Date (each, a “Change in Law”); provided, however, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued) shall have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or Issuing Lender or such corporation could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s or such corporation’s policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender or Issuing Lender to be material, then from time to time, after submission by such Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c) Each request by a Lender or Issuing Lender for the payment of an additional amount under this Section 2.18 shall be accompanied by a certificate showing in reasonable detail the method of calculation and the allocation (which shall be reasonable) thereof. Such certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided that, if the change in law giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(d) If at any time any Lender shall have determined that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order, or any Governmental Authority has imposed material restrictions on the authority of a Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then such Lender shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter the Borrower shall either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to this Section 2.18(d) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a ABR Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.18(d).

 

-64-

---

2.19 Taxes.

(a) All payments made by any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, excluding overall net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender by a jurisdiction as a result of the recipient being organized or having its principal office or, in the case of any Lender, having its applicable lending office in such jurisdiction or as a result of any present or former connection between the Administrative Agent or any Lender and the jurisdiction imposing such Taxes (other than a connection arising solely from the Administrative Agent or such Lender having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, any Loan Document), including branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located. If any such non-excluded Taxes (“Non-Excluded Taxes”) or Other Taxes are required to be withheld or deducted from any amounts payable (which shall include deductions applicable to additional sums payable under this Section) to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (e) or (f) of this Section, (ii) that are United States federal withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph; provided that this subclause (ii) shall not apply to any Tax imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 11.7 or (iii) that are imposed pursuant to Sections 1471 through 1474 of the Code other than by reason of a change in law after the Closing Date (such Non-Excluded Taxes referred to in clauses (i) through (iii), “Additional Excluded Taxes”).

(b) In addition, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower and the Guarantors shall indemnify the Administrative Agent, or the affected Lender, as applicable, within 10 days after demand therefor, for the full amount of any Non-Excluded Taxes or Other Taxes, but excluding Additional Excluded Taxes (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section, but excluding Additional Excluded Taxes) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Non-Excluded Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

 

-65-

---

(e) Each Lender that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit J and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

(f) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s sole judgment such completion, execution or submission would not be materially disadvantageous to such Lender and would not materially prejudice the legal position of such Lender.

(g) If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.19, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.19 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to the Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Non-Excluded Taxes or Other Taxes had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(h) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

 

-66-

---

2.20 Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) minus (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.21 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.18 or 2.19(a) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.18 or 2.19(a).

2.22 Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.18 or 2.19(a), (b) is a Defaulting Lender or (c) is replaced pursuant to the third paragraph of Section 11.1 with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) if applicable, prior to any such replacement, such Lender shall not have taken appropriate action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.18 or 2.19(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and by its execution of this Agreement each Lender hereby authorizes the Administrative Agent to act as its agent in executing any documents to replace such Lender in accordance with this Section 2.22, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.18 or 2.19(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. Notwithstanding the foregoing, this Section 2.22 may only be utilized with respect to a replaced Lender in respect of any amendment to this Agreement after the

 

-67-

---

Closing Date and prior to the date that is six months after the Closing Date that constitutes a Repricing Transaction pursuant to Section 2.11(h) if such replaced Tranche B Term Lender is paid a fee equal to 1.0% of the principal amount of such Tranche B Term Lender’s Tranche B Term Loans being replaced and repaid.

2.23 Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Revolving Termination Date (or with respect to any Revolving Loans outstanding with respect to an Extended Revolving Commitment, the Maturity Date applicable thereto), (ii) to the Administrative Agent for the account of each Lender the Term Loans in accordance with Section 2.3; provided that, to the extent specified in the respective Extension Offer, amortization payments with respect to Extended Term Loans for periods prior to the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, as applicable, may be reduced (but not increased) and amortization payments required with respect to Extended Term Loans for periods after the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, as applicable, shall be as specified in the respective Extension Offer and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan in accordance with Section 2.6(b).

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility, Type and currency thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

2.24 Increase in Commitments.

(a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments under one or more of the Revolving Facilities (“Increased Revolving Commitment”) and/or (y) the establishment

 

-68-

---

of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) in an amount not less than $100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (B) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment.

(b) The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that:

(i) each of the conditions set forth in Section 5.2 shall be satisfied;

(ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

(iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Debt resulting from the consummation of any acquisition permitted by this Agreement concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 6.1(b) or (c), the Borrower shall be in compliance with each of the covenants set forth in Section 7.16;

(iv) the Borrower shall make any payments required pursuant to Section 2.20 in connection with any adjustment of Revolving Loans pursuant to Section 2.24(d); and

(v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(c) The terms and provisions of Loans made pursuant to the new Commitments shall be as follows:

(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Tranche B Term Loans (“Incremental Term B Loans”) or (ii) the Tranche A Term Loans (“Incremental Term A Loans”, and together with any Incremental Term B Loans, the “Incremental Term Loans”)

 

-69-

---

(it being understood that Incremental Term Loans may be part of an existing Class of Term Loans); provided that the aggregate principal amount of all Incremental Term A Loans shall not exceed (A) $1,000,000,000 plus (B) an amount equal to the excess, if any, of (x) the amount of Tranche A Term Loans outstanding on the Closing Date less (y) the amount of Tranche A Term Loans outstanding on the applicable Increase Effective Date;

(ii) any Loans made pursuant to Incremental Term Loan Commitments shall rank pari passu in right of payment and of security with the Term Loans;

(iii) all terms and provisions (including Maturity Date) of Revolving Loans made pursuant to new Commitments shall be identical to the existing Revolving Loans; provided that in connection with any such new Commitments for additional Revolving Loans, the Borrower may pay to the Lenders providing such Commitments a fee in an amount not to exceed the highest upfront fee paid to Revolving Lenders of the applicable Revolving Facility on the Closing Date;

(iv) the weighted average life to maturity of all (x) Incremental Term B Loans shall be no shorter than the weighted average life to maturity of the existing Tranche B Term Loans and (y) Incremental Term A Loans shall be no shorter than the weighted average life to maturity of the existing Tranche A Term Loans;

(v) the maturity date of (x) all Incremental Term B Loans shall not be earlier than the latest Maturity Date with respect to the Tranche B Term Loans as then in effect and (y) all Incremental Term A Loans shall not be earlier than the latest Maturity Date with respect to the Tranche A Term Loans as then in effect; and

(vi) the interest rate margins for (x) the new Incremental Term A Loans shall be determined by Borrower and the applicable new Lenders and (y) the new Incremental Term B Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the interest rate margins for the new Incremental Term B Loans, shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to any Tranche B Term Loans plus 50 basis points (and the interest rate margins applicable to the Tranche B Term Loans shall be increased to the extent necessary to achieve the foregoing); provided, further, that in determining the interest rate margins applicable to the existing Tranche B Term Loans, and the Incremental Term B Loans, as applicable, (x) original issue discount or upfront or similar fees (collectively, “OID”) payable by the Borrower to the Lenders of the existing Tranche B Term Loans or the Incremental Term B Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to arrangers (or their respective affiliates) shall be excluded and (z) if the Incremental Term B Loans include an interest rate floor greater than the interest rate floor applicable to the Tranche B Term Loans, such increased amount shall be equated to interest rate margins for purposes of determining whether an increase in the interest rate margins for the Tranche B Term Loans shall be required, to the extent an increase in the interest rate floor in the Tranche B Term Loans would cause an increase in the interest rate margins, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Tranche B Term Loans shall be increased by such increased amount.

The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.24.

 

-70-

---

(d) To the extent the Commitments being increased on the relevant Increase Effective Date are Revolving Commitments, then each of the Revolving Lenders having a Revolving Commitment under the applicable Revolving Facility prior to such Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolving Commitment under the applicable Revolving Facility on the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans under the applicable Revolving Facility (which purchases shall be deemed prepayments of such Revolving Loans for purposes of Section 2.20) and, in the case of Alternative Currency Revolving Commitments, participation interests in LC Obligations and Swingline Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans under the applicable Revolving Facility and, in the case of Alternative Currency Revolving Commitments, participation interests in LC Obligations and Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Revolving Commitments under the applicable Revolving Facility after giving effect to such Increased Revolving Commitments under the applicable Revolving Facility.

(e) On any Increase Effective Date on which new Commitments for term loans under Incremental Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a new Term Loan to the Borrower in an amount equal to its new Commitment.

(f) The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from Section 10 hereof and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Class of Term Loans or any such new Commitments.

2.25 Extensions of Term Loans and Revolving Commitments.

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term Loans with a like Maturity Date or Revolving Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower may from time to time offer to extend the maturity date of any Term Loans and/or Revolving Commitments under any Revolving Facility and otherwise modify the terms of such Term Loans and/or such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or such Revolving Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Term Loans or Revolving Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Commitments (in each case not so extended), being a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans

 

-71-

---

from which they were converted, and any Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity, the Revolving Commitment under any Revolving Facility of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment under such Revolving Facility (or related outstandings, as the case may be) with the same terms as the applicable original Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Section 2.7(f) and Section 3.10 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Commitments with a longer Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Alternative Currency Revolving Lenders in accordance with their pro rata share of the Alternative Currency Revolving Facility (and except as provided in Section 2.7(f) or Section 3.10, without giving effect to changes thereto on an earlier Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Alternative Currency Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non-extending Alternative Currency Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates, (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Class of Term Loans subject to such Extension Offer, (iv) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date hereunder and the amortization schedule applicable to Term Loans pursuant to Section 2.3 for periods prior to the Tranche A Term Loan Maturity Date or the Tranche B Term Loan Maturity Date, as applicable, may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or applicable Revolving Commitments, as the case may be, in respect of which applicable Term Lenders or applicable Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer (as hereinafter provided) shall exceed the maximum aggregate principal amount of applicable Term Loans or applicable Revolving Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the applicable Term Loans or applicable Revolving Loans, as the case may be, of the applicable Term Lenders or applicable Revolving Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or such Revolving Lenders, as the case may be, have accepted such Extension Offer (as hereinafter provided), (viii) all documentation in respect of such Extension shall be consistent with the foregoing, and (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. Following any such Extension Offer, the Administrative Agent shall notify the applicable Lenders thereof, each of whom shall, in its sole discretion, determine whether or not to accept such Extension Offer.

 

-72-

---

(b) With respect to all Extensions accepted by the relevant Lenders and consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.10 and 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or Revolving Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.10, 2.11 and 2.17) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25.

(c) The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes or sub-Classes in respect of Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.25. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.25(c) and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).

(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.25.

(e) Notwithstanding the foregoing provisions of this Section 2.25 and, for the avoidance of doubt, no Lender shall have such Lender’s Commitment or Loans extended without the written consent of such Lender.

2.26 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender hereunder, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.8(a);

 

-73-

---

(b) the Commitments and the Total Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of each Lender or each Lender affected thereby;

(c) if any Swingline Loan or Letter of Credit is outstanding at the time such Lender becomes a Defaulting Lender then:

(i) unless a Default shall have occurred and be continuing, all or any part of the Swingline Participation Amount and LC Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Alternative Currency Revolving Percentages but only to the extent the sum of all non-Defaulting Lenders’ Alternative Currency Revolving Extensions of Credit plus such Defaulting Lender’s Swingline Participation Amount and LC Obligations do not exceed the total of all non-Defaulting Lenders’ Alternative Currency Revolving Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Participation Amount and (y) second, cash collateralize for the benefit of the Issuing Lender only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 3.10 for so long as such LC Obligations are outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s Alternative Currency Revolving Percentage of the LC Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.8(c) with respect to such Defaulting Lender’s Alternative Currency Revolving Percentage of the LC Obligations during the period such Defaulting Lender’s LC Obligations are cash collateralized;

(iv) if the LC Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.8(a) and Section 2.8(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Alternative Currency Revolving Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Obligations is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all letter of credit fees payable under Section 2.8(c) with respect to such Defaulting Lender’s LC Obligations shall be payable to the Issuing Lender until and to the extent that such LC Obligations are reallocated and/or cash collateralized; and

(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Obligations will be 100% covered by the Alternative Currency Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by

 

-74-

---

the Borrower in accordance with Section 2.26(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Alternative Currency Revolving Lenders in a manner consistent with Section 2.26(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the Closing Date and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Lender, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Participation Amount and LC Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Alternative Currency Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Percentage.

2.27 Refinancing Amendments.

(a) At any time after the Closing Date, the Borrower may obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of any Other Revolving Commitments, the Administrative Agent, the Swingline Lender and the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender”) Credit Agreement Refinancing Debt in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Commitments (including the corresponding portion of the Revolving Loans) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of (x) Other Term Loans or Other Term Loan Commitments in the case of clause (a) or (y) Other Revolving Loans or Other Revolving Commitments in the case of clauses (a) and (b), in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Debt (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) have such pricing, interest, fees, premiums and optional prepayment terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) not be secured by any assets that do not constitute Collateral and (iv) except as permitted in clause (ii), will otherwise be treated hereunder no more materially favorably taken as a whole, including with respect to covenants and events of default, in the good faith determination of the Borrower than the Refinanced Debt; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Debt may provide for additional or different financial or other covenants or other provisions that are agreed by the Borrower and the applicable Additional Refinancing Lenders to the extent applicable only after the Latest Maturity Date as determined on the date such Credit Agreement Refinancing Debt is incurred or obtained.

(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2 and, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions,

 

-75-

---

board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents.

(c) Each issuance of Credit Agreement Refinancing Debt under Section 2.27(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof.

(d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Debt incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.27, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

SECTION 3

LETTERS OF CREDIT

3.1 LC Commitment.

(a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Applicable Participants set forth in Section 3.4, agrees to issue letters of credit (x) denominated in Dollars, in the case of Dollar Letters of Credit or (y) denominated in Dollars or in any other Alternative Currency, in the case of Alternative Currency Letters of Credit (collectively, “Letters of Credit”), in each case for the account of the Borrower or a Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Obligations would exceed the LC Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is fifteen Business Days prior to the Revolving Termination Date (or with respect to any Letters of Credit outstanding with respect to an Extended Revolving Commitment, the Maturity Date applicable thereto); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any Applicable Participant to exceed any limits imposed by, any applicable Requirement of Law. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(c) All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

 

-76-

---

(d) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit.

3.2 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice pursuant to an LC Request requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 3.1(a)), the amount of such Letter of Credit, whether such Letter of Credit is to be a Dollar Letter of Credit or an Alternative Currency Letter of Credit, the currency in which such Letter of Credit is to be denominated (which, in the case of a Dollar Letter of Credit, shall be in Dollars, and, in the case of an Alternative Currency Letter of Credit, shall be in Dollars or any other Alternative Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Lender, the Borrower also shall submit an Application on the Issuing Lender’s standard form in connection with any request for a Letter of Credit. A Dollar Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Obligations shall not exceed the LC Commitment, (ii) the Available Dollar Revolving Commitments would not be less than zero and (iii) the Dollar LC Obligations with respect to any Issuing Lender would not exceed the applicable Specified Dollar LC Sublimit of such Issuing Lender then in effect. An Alternative Currency Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Obligations shall not exceed the LC Commitment, (ii) the Available Alternative Currency Revolving Commitments would not be less than zero and (iii) the Alternative Currency LC Obligations with respect to any Issuing Lender would not exceed the applicable Specified Alternative Currency LC Sublimit of such Issuing Lender then in effect Upon request of an Issuing Lender, the Administrative Agent will provide written confirmation to such Issuing Lender of (i) the amount available under the Alternative Currency LC Commitment or Dollar LC Commitment, as applicable, as of such date and (ii) the aggregate Total Alternative Currency Revolving Extensions of Credit or Total Dollar Revolving Extensions of Credit, as applicable, then outstanding.

3.3 Fees and Other Charges. The Borrower shall pay the fees specified in Section 2.8.

3.4 Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Lenders, the Issuing Lender hereby grants to each Applicable Participant, and each Applicable Participant hereby acquires from the Issuing Lender, a participation in such Letter of Credit equal to such Lender’s Alternative Currency Revolving Percentage or Dollar Revolving Percentage, as applicable, of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, (x) each Alternative Currency Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s Alternative Currency Revolving Percentage of (i) each LC Disbursement in respect of any Alternative Currency Letter of Credit made by the Issuing Lender in Dollars and (ii) the Dollar Equivalent, using the

 

-77-

---

Spot Rate on the date such payment is required, of each LC Disbursement in respect of any Alternative Currency Letter of Credit made by the Issuing Lender in an Alternative Currency other than Dollars and, in each case, not reimbursed by the Borrower on the date due as provided in Section 3.5, or of any reimbursement payment required to be refunded to the Borrower for any reason and (y) each Dollar Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s Dollar Revolving Percentage of each LC Disbursement in respect of any Dollar Letter of Credit made by the Issuing Lender in Dollars and not reimbursed by the Borrower on the date due as provided in Section 3.5, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Applicable Participant acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

3.5 Reimbursement. If the Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to the Dollar Equivalent (for Letters of Credit denominated in Alternative Currencies, calculated using the Spot Rate when such payment is due), of such LC Disbursement, in Dollars, or at the option of the Borrower with respect to any Alternative Currency Letter of Credit, in the applicable Alternative Currency other than Dollars to the extent such LC Disbursement is made in such Alternative Currency, in each case, not later than 1:00 P.M., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon, New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 12:00 noon, New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.5 or 2.6 that such payment be financed with a Revolving Loan of the same Class denominated in Dollars that is an ABR Loan or Swingline Loan in an amount equal to the Dollar Equivalent of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan denominated in Dollars that is an ABR Loan or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Applicable Participant of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Alternative Currency Revolving Percentage or Dollar Revolving Percentage, as applicable, thereof. Promptly following receipt of such notice, each Applicable Participant shall pay to the Administrative Agent its Alternative Currency Revolving Percentage or Dollar Revolving Percentage, as applicable, of the Dollar Equivalent of the payment then due from the Borrower, in the same manner as provided in Section 2.5 (without regard to minimum amounts) and Section 2.17(e) with respect to Loans made by such Applicable Participant (and such Sections shall apply, mutatis mutandis, to the payment obligations of the Applicable Participants), and the Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from the Applicable Participants. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent that Applicable Participants have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Applicable Participants and the Issuing Lender as their interests may appear. Any payment made by an Applicable Participant pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

 

-78-

---

3.6 Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 3.5 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; provided that the foregoing shall not be construed to excuse the Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Lender (as finally determined by a court of competent jurisdiction), the Issuing Lender shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

3.7 Disbursement Procedures. The Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Lender shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Lender has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Lender and the Applicable Participants with respect to any such LC Disbursement.

3.8 Interim Interest. If the Issuing Lender shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Alternative Currency Revolving Loans denominated in the applicable Alternative Currency which are ABR Loans or Dollar Revolving Loans which are ABR Loans, as applicable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to

 

-79-

---

Section 3.5, then Section 2.14(c) shall apply. Interest accrued pursuant to this Section shall be for the account of the Issuing Lender, except that interest accrued on and after the date of payment by any Applicable Participant pursuant to Section 3.5 to reimburse the Issuing Lender shall be for the account of such Applicable Participant to the extent of such payment.

3.9 Replacement of the Issuing Lender. The Issuing Lender may be replaced at any time with another party eligible to become the Issuing Lender as provided herein, by written notice given by the Borrower (with the approval of the successor Issuing Lender and the Administrative Agent) to the replaced Issuing Lender; provided that prior to such replacement all Letters of Credit issued by the replaced Issuing Lender are terminated or cash collateralized on terms satisfactory to the replaced Issuing Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 3.3). From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

3.10 Cash Collateralization. (i) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Obligations representing greater than 50% of the total LC Obligations) demanding the deposit of cash collateral pursuant to this Section, or (ii) if required by Section 2.26(d), on the Business Day the Borrower receives the notice contemplated by Section 2.26(c)(ii), the Borrower shall deposit in an account with the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Secured Parties, an amount in cash equal to 105% of the Dollar Equivalent of the LC Obligations as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 8.1(g). Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the Issuing Lender for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Obligations representing greater than 50% of the total LC Obligations), be applied to satisfy other obligations of the Borrower under this Agreement, and any surplus remaining shall be returned to the Borrower after all Events of Default triggering such deposit cease to exist. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

 

-80-

---

3.11 Provisions Related to Extended Revolving Commitments. If the Maturity Date in respect of any Class of Alternative Currency Revolving Commitments occurs prior to the expiration of any Alternative Currency Letter of Credit or any Class of Dollar Revolving Commitments occurs prior to the expiration of any Dollar Letter of Credit, then (i) if one or more other Classes of Revolving Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letter of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 3.5) under (and ratably participated in by Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated and no Letter of Credit denominated in an Alternative Currency may be reallocated to Revolving Commitments that do not permit Borrowings in such currency) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 3.10. Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given Class of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Applicable Participants in any Letter of Credit issued before such Maturity Date.

SECTION 4

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Lender and each of the Lenders that:

4.1 Organization; Power. Each Loan Party and each of its Subsidiaries (i)(x) is duly organized and validly existing and (y) in good standing (if such concept is applicable) under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign business enterprise (if such concept is applicable) in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed and (iii) has all requisite power and authority (including, without limitation, all material Governmental Authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted, except in the case of the foregoing clauses (i)(y), (ii) and (iii), where the failure to be so qualified or licensed would not, individually or in the aggregate, result in a Material Adverse Effect.

4.2 Capital Stock; Subsidiaries. As of the Closing Date, the Borrower and its Subsidiaries do not have any Subsidiaries other than those specifically disclosed on Schedule 4.2. All of the outstanding Capital Stock of each such Subsidiary (A) (in the case of Subsidiaries that are corporations) has been validly issued, is fully paid and non-assessable and (B) to the extent owned by the Borrower or one or more of its Subsidiaries, is free and clear of all Liens, except those created under the Security Documents or Liens permitted pursuant to Section 7.1.

4.3 Authorization; No Conflicts. The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the Transactions, are within such Loan Party’s corporate, partnership or limited liability company powers, as applicable, have been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, do not (i) contravene such Loan Party’s Constitutive Documents, (ii) violate any Requirements of Law, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or

 

-81-

---

other instrument binding on or affecting any Loan Party or any of its properties that would reasonably be likely to have a Material Adverse Effect or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party. No Loan Party is in violation of any such Requirements of Law, the violation of which would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

4.4 No Approvals. No Governmental Authorization, and no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the Transactions, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, (iii) the perfection or maintenance of the Liens created under the Security Documents on such of the Collateral located in the United States in which a Lien may be perfected by the filing of financing statements, the recordation of security agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office or the delivery of Collateral (including the first priority nature thereof) or (iv) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except for (A) the authorizations, approvals, filings and actions described on Schedule 4.4 hereto, all of which either (i) have been duly obtained and are in full force and effect or will be obtained and in full force and effect prior to the Closing Date or (ii) the failure to obtain could not reasonably be expected to result in a Material Adverse Effect, (B) filings, notices, recordings and other similar actions necessary for the creation or perfection of the Liens and security interests contemplated by the Loan Documents and (C) the actions required by laws generally with respect to the exercise by secured creditors of their rights and remedies.

4.5 Enforceability. This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.6 Litigation. There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of the Loan Parties, threatened before any Governmental Authority or arbitrator (i) that, if adversely determined, would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect or (ii) that purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transactions, except as disclosed prior to the Closing Date in the Borrower’s filings made with the SEC.

4.7 Financial Statements; Projections.

(a) Historical Financial Statements. Borrower has heretofore delivered to the Lenders the Consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower (i) as of and for the Fiscal Years ended December 31, 2011, December 31, 2012 and December 31, 2013, audited by and accompanied by the unqualified opinion of KPMG LLP, independent public accountants, and (ii) as of and for the three-month period ended March 31, 2014 and for the comparable period of the preceding Fiscal Year, in each case, certified by the chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to Sections 6.1(b) and (c) have been prepared in accordance with GAAP and present fairly in all material respects the financial condition

 

-82-

---

and results of operations and cash flows of Borrower as of the dates and for the periods to which they relate except, in the case of interim financial statements, for the absence of footnotes and the same being subject to year-end audit adjustments.

(b) No Liabilities. Except as set forth in the financial statements referred to in Section 4.7(a), there are no liabilities of any Group Member of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents, the 2020 Senior Notes Documents and the 2022 Senior Notes Documents. Since December 31, 2013, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (excluding the Borrower’s entering into the Loan Documents, the 2020 Senior Notes Documents, the 2022 Senior Notes Documents, the New Senior Notes Documents and the Acquisition).

(c) Forecasts. The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable.

4.8 Properties.

(a) Generally. Each Group Member has good title to, or valid leasehold interests in, all its property material to its business, free and clear of all Liens except for Liens permitted pursuant to Section 7.1 and minor irregularities or deficiencies in title that, individually and in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose.

(b) Real Property. Schedule 4.8 contains a true and complete list of each interest in Real Property (i) owned by a Loan Party as of the Closing Date and describes the type of interest therein held by such Loan Party and whether such owned Real Property is leased and (ii) leased, subleased or otherwise occupied or utilized by any Loan Party, as lessee, sublessee, franchisee or licensee, as of the Closing Date and describes the type of interest therein held by such Loan Party.

(c) Collateral. Each Group Member owns or has rights to use all of the Collateral and all rights with respect to any of the foregoing used in, necessary for or material to each Group Member’s business as currently conducted. (i) To the knowledge of the Loan Parties, the use by each Group Member of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any Person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (ii) no claim has been made and remains outstanding that any Group Member’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

 

-83-

---

4.9 Intellectual Property. Except to the extent the same would not be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted, (ii) to the knowledge of such Loan Party, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim and (iii) to the knowledge of such Loan Party, the use of such Intellectual Property by each Loan Party does not infringe the rights of any Person.

4.10 No Material Misstatements. Neither the Confidential Information Memorandum nor any other information, exhibit or report furnished by any Loan Party to any Agent or any Lender in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents taken as a whole in combination with the Borrower’s most recent Form 10-K, and each Form 10-Q and Form 8-K subsequent to such Form 10-K, in each case, filed or furnished with the SEC, contained, as of the date such information exhibit or report was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading, except with respect to any projections or forecasts contained in such materials, the Group Members represent only that the same were prepared in good faith on the basis of assumptions believed to be reasonable, at the time made and at the time furnished, it being recognized by the Lenders that such projections and forecasts as they relate to future events are not to be viewed as fact and that actual results during the period or periods covered by such projections and forecasts may differ from such projections and forecasts.

4.11 Margin Stock. No Group Member is engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Loan or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, except for purchases of the Borrower’s Capital Stock permitted by Section 7.7.

4.12 Investment Company Act. Neither any Loan Party nor any of its Subsidiaries is an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Loans, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents and Transaction Documents, will violate any provision of any such Act or any rule, regulation or order of the SEC thereunder.

4.13 Solvency. As of the Closing Date, and after giving effect to the incurrence of all indebtedness and obligations being incurred on the Closing Date in connection herewith, each Loan Party is, individually and together with its Subsidiaries, Solvent.

4.14 Employee Benefit Plans.

(i) No ERISA Event has occurred or is reasonably expected to occur that has resulted in or is reasonably expected to result in a material liability of any Loan Party.

(ii) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Lenders, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.

 

-84-

---

(iii) Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability exceeding $10,000,000 to any Multiemployer Plan.

(iv) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.

(v) Each Loan Party is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan.

(vi) The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to have a Material Adverse Effect.

(vii) The Loan Parties do not maintain or contribute to any plan, program, policy, arrangement or agreement with respect to employees (or former employees) employed outside the United States or Puerto Rico.

(viii) Each Loan Party is in compliance in all material respects with the provisions of applicable law with respect to each employee benefit plan maintained or contributed to with respect to employees (or former employees) employed in Puerto Rico. No Loan Party has incurred, or reasonably expects to incur, any material obligation in connection with the termination of, or withdrawal from, any employee benefit plan maintained or contributed to with respect to employees (or former employees) employed in Puerto Rico.

4.15 Environmental Laws.

(i) The operations and properties of each Loan Party comply with all applicable Environmental Laws and Environmental Permits, except where any such failure to comply would not be reasonably expected to have a Material Adverse Effect; any past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, except where any such failure to comply would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect; no Environmental Action is pending or, to the Loan Parties’ knowledge threatened, against any Loan Party; and no circumstances exist that, in each case, could be reasonably likely to (A) form the basis of an Environmental Action against any Loan Party or any of properties currently owned or operated by any of them that could, individually or in the aggregate, have a Material Adverse Effect or (B) cause any such property owned by any Loan Party to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could, individually or in the aggregate, have a Material Adverse Effect.

(ii) To Borrower’s knowledge, none of the properties currently or formerly owned or operated by any Loan Party is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list; and except to the extent that any of the following would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) there are no and, to the Loan Parties’ knowledge, never have been any underground or aboveground storage tanks or related piping or any surface impoundments, land disposal areas, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently

 

-85-

---

owned or operated by any Loan Party or, to their knowledge, on any property formerly owned or operated by any Loan Party, (B) there is no asbestos or asbestos-containing material on or at any facility or property currently owned or operated by any Loan Party, and (C) there has been no Release of Hazardous Materials on, at, under or from any property currently or, to Borrower’s knowledge formerly owned or operated by any Loan Party.

(iii) (A) No Loan Party is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or remedial or response action relating to any actual or threatened Release of Hazardous Materials at any location; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party have been disposed of in a manner that could not reasonably be expected to result in liability to any Loan Party that, in the case of (A) and (B), either individually or in the aggregate, would have a Material Adverse Effect.

4.16 Taxes. Each Loan Party has duly filed, has caused to be duly filed or has been included in all material tax returns (Federal, state, local and foreign) required to be filed and has paid all material Taxes whether or not shown to be due on a tax return, together with applicable interest and penalties. Each Loan Party has made adequate provision in accordance with GAAP for all Taxes not yet due and payable. Each Loan Party is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. No Loan Party has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6662(d)(2)(C)(iii) of the Code or within the meaning of Section 6111(c) or Section 6111(d) of the Code as in effect immediately prior to the enactment of the American Jobs Creation Act of 2004, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

4.17 Government Reimbursement Programs; Medicare/Medicaid/Tricare; Commercial Reimbursement Programs; Corporate Practice of Medicine.

(a) The dialysis facilities operated by each Group Member (the “Dialysis Facilities”), the Physician Groups and the Regulated Subsidiaries (i) are qualified for participation in the Medicare programs and the Medicaid programs and Tricare programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”), (ii) are entitled to reimbursement under Government Reimbursement Programs for services rendered to qualified beneficiaries of Government Reimbursement Programs in which the Borrower and its Subsidiaries participate, and with respect to the Physician Groups and Regulated Subsidiaries those Government Reimbursement Programs in which they participate, and (iii) comply in all respects with the conditions of participation in all Government Reimbursement Programs in which they participate, except, in each case of clauses (i), (ii) and (iii), to the extent any such failure would not reasonably be expected to (x) have a Material Adverse Effect or (y) result in Consolidated net operating revenues for any (including any future) four Fiscal Quarter period of the Borrower constituting less than 95% of Consolidated net operating revenues for the immediately preceding four Fiscal Quarter period of the Borrower, and except for the fact that Dialysis Facilities (i) newly developed by Group Members may from time to time be awaiting an initial Medicare certification and/or initial Medicare or Medicaid provider number in accordance with normal business practice because of standard waiting times between the proper timely filing of the relevant documents therefor and the receipt of such certification and/or provider number and (ii) acquired by Group Members may from time to time be awaiting a Medicare certification and/or Medicare or Medicaid provider number issued in the name of such Group Member in accordance with normal business practice because of standard waiting times between the proper timely filing of the relevant documents therefor and the receipt

 

-86-

---

of such provider number. There is no pending or, to the Loan Parties’ knowledge, threatened proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) any Group Member’s, Physician Group’s or Regulated Subsidiary’s qualification or right to participate in any Government Reimbursement Program in which it participates or has participated, (ii) the compliance or non-compliance by any Group Member, Physician Group or Regulated Subsidiary with the terms or provisions of any Government Reimbursement Program in which it participates or has participated, or (iii) the right of any Group Member, Physician Group or Regulated Subsidiary to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which it participates or has participated, in each case of clauses (i), (ii) and (iii), which proceeding or investigation, together with all other such proceedings and investigations, would reasonably be expected to (x) have a Material Adverse Effect or (y) result in Consolidated net operating revenues for any (including any future) four Fiscal Quarter period of the Borrower constituting less than 95% of Consolidated net operating revenues for the immediately preceding four Fiscal Quarter period of the Borrower.

(b) No Group Member nor any of their respective officers, directors, managers or partners on behalf of any Group Member, and no Physician Group or Regulated Subsidiary nor any of their respective officers, directors, managers or partners on behalf of any Physician Group or Regulated Subsidiary has (A) committed any act that would cause any of them to incur a civil monetary penalty under or violated 42 U.S.C. § 1320a-7a or § 1320a-7b or knowingly or willfully violated any of the other federal statutes applicable to Government Reimbursement Programs or the regulations promulgated pursuant to such statutes or related state or local statutes or regulations, including but not limited to the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (a) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid or other applicable government payers, or (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid or other applicable government payers, (B) knowingly and willfully presented or caused to be presented a claim for a medical or other item or service that was not provided as claimed, or was for a medical or other item or service and the Person knew or should have known the claim was false or fraudulent or (C) in violation of 42 U.S.C. § 1395nn, presented or caused to be presented a claim to any individual, third party payor or other entity for a designated health service furnished pursuant to a referral by a physician if the physician (or an immediate family member) had a financial relationship with the Borrower or any of its Subsidiaries or any Physician Group or Regulated Subsidiary for which there was no permissible exception, except in the case of each of (A), (B) and (C) as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries, nor any of their respective officers, directors, managers or partners, on behalf of the Borrower or any of its Subsidiaries, and no Physician Group or Regulated Subsidiary nor any of their respective officers, directors, managers or partners on behalf of any Physician Group or Regulated Subsidiary, has violated the federal false claims act, 31 U.S.C. §3729, including, but not limited to, by (i) knowingly and willfully presenting or causing to be presented to a government official a false claim for payment or approval, (ii) knowingly and willfully making, using or causing to be made or used, a false record or statement to get a false or fraudulent claim paid or approved by the government or (iii) conspiring to defraud the government by knowingly and willfully getting a false or fraudulent claim paid, except as would

 

-87-

---

not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. With respect to this Section, knowledge of an individual director, officer, manager or partner of a Group Member, Physician Group or Regulated Subsidiary or any of any of the events described in this Section shall not be imputed to a Group Member, Physician Group or Regulated Subsidiary unless such knowledge was obtained or learned by the director, officer, manager or partner in his or her official capacity as a director , officer, manager or partner of a Group Member, Physician Group or Regulated Subsidiary. Except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, the Borrower and each of its Subsidiaries and each Physician Group and Regulated Subsidiary is in compliance with the privacy and security rules promulgated under the Health Insurance Portability and Accountability Act of 1996 found at 45 C.F.R. parts 160-164 (collectively, “HIPAA”) and the amendments to HIPAA made under the Health Information Technology for Economic and Clinical Health Act amendments to the American Recovery and Reinvestment Act of 2009. To the knowledge of the Borrower, neither the Borrower nor any of its Subsidiaries nor any Physician Group or Regulated Subsidiary has violated 18 U.S.C. § 1347 including, but not limited to, knowingly and willfully executing or attempting to execute a scheme or artifice by means of false or fraudulent pretenses (i) to defraud any health care benefit program, or (ii) to obtain any money or property owned by, or under the custody or control of, any health benefit program, except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

(c) The Physician Groups and the Regulated Subsidiaries (i) are qualified for participation in the Medicare managed care programs (including, without limitation, the Medicare Advantage program) and Medicaid managed care programs and all other non-Governmental Reimbursement Programs in which they participate (together with their respective intermediaries, carriers, and third party administrators, the “Commercial Plans”) and (ii) are entitled to reimbursement under Commercial Plans for services rendered to qualified beneficiaries of Commercial Plans in which the Physician Groups and Regulated Subsidiaries participate, and (iii) comply in all material respects with the requirements of all Commercial Plans in which they participate except, in each case of clauses (i), (ii) and (iii), to the extent any such failure would not reasonably be expected to (x) have a Material Adverse Effect or (y) result in Consolidated net operating revenues for any (including any future) four Fiscal Quarter period of the Borrower constituting less than 95% of Consolidated net operating revenues for the immediately preceding four Fiscal Quarter period of the Borrower. There is no pending or, to the Loan Parties’ knowledge, threatened proceeding, audit or investigation by any of the Commercial Plans with respect to (i) any Physician Group’s or Regulated Subsidiary’s qualification or right to participate in any Commercial Plan in which it participates or has participated, (ii) the compliance or non-compliance by any Physician Group or Regulated Subsidiary with the terms or provisions of any Commercial Plan in which it participates or has participated, or (iii) the right of any Physician Group or Regulated Subsidiary to receive or retain amounts received or due or to become due from any Commercial Plan in which it participates or has participated, which proceeding or investigation, together with all other such proceedings, audits and investigations, would reasonably be expected to (x) have a Material Adverse Effect or (y) result in Consolidated net operating revenues for any (including any future) four Fiscal Quarter period of the Borrower constituting less than 95% of Consolidated net operating revenues for the immediately preceding four Fiscal Quarter period of the Borrower.

(d) HCP LLC, HPMGI, HCPAMG and each other Physician Group and Regulated Subsidiary is operated in compliance with the corporate practice of medicine laws (whether statutory or common law) of each state in which it does business, except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. There is no pending or, to the Loan Parties’ knowledge, threatened proceeding or investigation by any Governmental Authority with regard to the compliance of HCP LLC, HPMGI, HCPAMG or any other Physician Group or Regulated Subsidiary with corporate practice of medicine laws, except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

 

-88-

---

4.18 Agreements. No Group Member is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. No Loan Party is in default in any manner under any provision of any agreement or instrument to which it is a party or by which it or any of its property is or may be bound, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default, in each case where such default could reasonably be expected to result in a Material Adverse Effect.

4.19 Use of Proceeds. Borrower will use the proceeds of (a) the Tranche A Term Loans and Tranche B Term Loans (i) to finance the Refinancing, (ii) for general corporate purposes, including, without limitation, stock repurchases, acquisitions and investments, and (iii) to pay related fees, commissions and expenses and (b) the Revolving Loans and Swingline Loans on and after the Closing Date for working capital and general corporate purposes (including, without limitation, stock repurchases, acquisitions and investments).

4.20 Labor Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the Closing Date, (i) there are no strikes, lockouts or slowdowns against any Group Member pending or, to the knowledge of any Group Member, threatened, (ii) the hours worked by and payments made to employees of any Group Member have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable Requirement of Law dealing with such matters and (iii) all payments due from any Group Member on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Group Member. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Group Member is bound.

4.21 Insurance. All insurance maintained by the Group Members is in full force and effect, all premiums have been duly paid, no Group Member has received notice of violation or cancellation thereof, the Premises, and the use, occupancy and operation thereof, comply in all material respects with all Insurance Requirements, and there exists no default under any Insurance Requirement. Each Group Member has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

4.22 Security Documents.

(a) Security Agreement. The Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) the financing statements and other filings in appropriate form are filed in the jurisdictions of organization or formation of the Loan Parties and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction) in each case subject to no Liens other than Liens permitted pursuant to Section 7.1.

 

-89-

---

(b) Copyright Office Filing. When the Security Agreement or a short form thereof is filed in the United States Copyright Office, the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Registered Copyrights and Registered Copyright Licenses (each as defined in the Security Agreement), in each case subject to no Liens other than Liens permitted pursuant to Section 7.1.

(c) Mortgages. Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted pursuant to Section 7.1 or other Liens acceptable to the Collateral Agent, and when any Mortgage executed and delivered after the Closing Date in accordance with the provisions of Sections 6.12 and 6.13 is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.12 and 6.13, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage.

(d) Valid Liens. Each Security Document delivered after the Closing Date pursuant to Sections 6.12 and 6.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than Liens permitted pursuant to Section 7.1.

4.23 Anti-Terrorism Law.

(a) No Loan Party and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Requirement of Law relating to terrorism, corruption, bribery or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”).

(b) No Loan Party and to the knowledge of the Loan Parties, no Affiliate of any Loan Party acting or benefiting in any capacity in connection with the Loans is any of the following:

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a Person owned or Controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

 

-90-

---

(v) a Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

(c) No Loan Party knowingly (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(d) No part of the proceeds of the Loans will be used, directly or indirectly, by any Loan Party or any of its subsidiaries (i) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended or (ii) for the purpose of financing the activities of any Person subject to U.S. sanctions administered by OFAC in violation of OFAC.

SECTION 5

CONDITIONS PRECEDENT

5.1 Conditions to Initial Credit Extension. The obligation of each Lender and, if applicable, the Issuing Lender to fund the initial Credit Extension requested to be made by it shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.1.

(a) Loan Documents. There shall have been delivered to the Administrative Agent an executed counterpart of each of the Loan Documents.

(b) Corporate Documents. The Administrative Agent shall have received:

(i) a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of each Constitutive Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i));

(ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and

 

-91-

---

(iii) such other documents as the Lenders, the Issuing Lender or the Administrative Agent may reasonably request (including bring-down good standing certificates).

(c) Officers’ Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by two Responsible Officers of the Borrower, confirming compliance with the conditions precedent set forth in Sections 5.2(b) and (c).

(d) Financings and Other Transactions, Etc.

(i) The Refinancing shall have been consummated or shall be consummated on the Closing Date, in each case in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent.

(ii) All Liens in favor of the existing lenders under the Existing Credit Agreement shall simultaneously with the consummation of the Refinancing be unconditionally released; and the Administrative Agent shall have received from any Person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

(e) Opinions of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Lenders and the Issuing Lender, a favorable written opinion of (i) Sidley Austin, LLP, special counsel for the Loan Parties, (ii) Kim Rivera, Chief Legal Officer of the Borrower and (iii) Cole, Scott & Kissane, P.A, special Florida counsel for the Loan Parties, and (iv) Lionel Sawyer & Collins, special Nevada counsel for the Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the Agents, the Issuing Lender and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent.

(f) Solvency Certificate. The Administrative Agent shall have received a solvency certificate in the form of Exhibit C, dated the Closing Date and signed by the chief financial officer of the Borrower.

(g) Fees. The arrangers, Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the invoiced legal fees and expenses of Cahill Gordon & Reindel LLP, special counsel to the Agents) required to be reimbursed or paid by the Borrower on or prior to the Closing Date hereunder or under any other Loan Document.

(h) Personal Property Requirements. The Collateral Agent shall have received:

(i) all certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest, for the benefit of the Secured Parties, in all Pledged Collateral (as defined in the Security Agreement), in each case, with the exception of those items permitted to be delivered after the Closing Date pursuant to the terms of the Security Agreement;

(ii) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary

 

-92-

---

or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and with respect to all UCC financing statements required to be filed pursuant to the Loan Documents;

(iii) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens permitted pursuant to Section 7.1 or any other Liens acceptable to the Collateral Agent); and

(iv) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

(i) USA Patriot Act. The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, including, without limitation, the information described in Section 11.17.

5.2 Conditions to All Credit Extensions. The obligation of each Lender and each Issuing Lender to make any Credit Extension (including the initial Credit Extension) shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

(a) Notice. The Administrative Agent shall have received a notice as required by Section 2.2 or 2.5 if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Lender and the Administrative Agent shall have received an Application or notice as required by Section 3.2 or, in the case of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice as required by Section 2.7.

(b) No Default. At the time of and immediately after giving effect to such Credit Extension and the application of the proceeds thereof, no Default shall have occurred and be continuing on such date.

(c) Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in Section 4 or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(d) In the case of an Alternative Currency Revolving Loan, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such extension of credit to be denominated in the relevant Alternative Currency.

 

-93-

---

Each notice of borrowing or an Application and the acceptance by the Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by the Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in Sections 5.2(b) and (c) have been satisfied. The Borrower shall provide such information including calculations in reasonable detail of the covenants in Section 7.16 as the Administrative Agent may reasonably request to confirm that the conditions in Sections 5.2(b) and (c) have been satisfied.

SECTION 6

AFFIRMATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full or have been cash collateralized at 105% of the face amount thereof, unless the Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries to:

6.1 Reporting Requirements. The Borrower will furnish to the Administrative Agent (for distribution to the Agents and Lenders):

(a) Default Notice. As soon as possible and in any event within five days after the Borrower knows of the occurrence of a Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect continuing on the date of such statement, a statement of the chief financial officer of the Borrower setting forth details of such Default or other event, development or occurrence and the action that the Borrower has taken and proposes to take with respect thereto.

(b) Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year (or such earlier date on which Borrower is required to file Form 10-K under the Exchange Act), a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion of KPMG LLP or other independent public accountants of recognized national standing, together with (i) a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a Compliance Certificate and (iii) a certificate of the Chief Financial Officer of the Borrower stating that to the best of such officer’s knowledge, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

 

-94-

---

(c) Quarterly Financials. As soon as available and in any event within 45 days (or such earlier date on which the Borrower is required to file form 10-Q under the Exchange Act) after the end of each of the first three Fiscal Quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income for the period commencing at the end of the previous Fiscal Quarter and ending with the end of such Fiscal Quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles (except that such financial statements may not contain all required notes and may be subject to year-end audit adjustments) and having been subject to a SAS 100 or equivalent review by KPMG LLP or other independent public accountants of recognized national standing, together with (i) a certificate of said officer stating that to the best of such officer’s knowledge, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a Compliance Certificate.

(d) Annual Forecasts. As soon as available and in any event no later than 90 days after the end of each Fiscal Year, a reasonably detailed forecast for such Fiscal Year, in form and substance reasonably satisfactory to the Administrative Agent.

(e) Litigation. Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings by on behalf of or before any Governmental Authority or arbitrator affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.6, and include with such notice a copy of any relevant citation, summons, subpoena, order to show cause or other document.

(f) Securities Reports. Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports that any Loan Party or any of its Subsidiaries sends to its stockholders, and copies of all regular, periodic and special reports, and all registration statements, that any Loan Party or any of its Subsidiaries files with the SEC or any governmental authority that may be substituted therefor, or with any national securities exchange.

(g) ERISA.

(i) ERISA Events and ERISA Reports. (A) Promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, that such Loan Party or such ERISA Affiliate has taken and proposes to take with respect thereto and (B) on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information.

(ii) Plan Terminations. Promptly and in any event within two Business Days after receipt thereof by any Loan Party or any ERISA Affiliate, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan.

 

-95-

---

(iii) Plan Annual Reports. Promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan.

(iv) Multiemployer Plan Notices. Promptly and in any event within five Business Days after receipt thereof by any Loan Party or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of each notice concerning (A) the imposition of Withdrawal Liability by any such Multiemployer Plan, (B) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the amount of liability incurred, or that may be incurred, by such Loan Party or any ERISA Affiliate in connection with any event described in clause (A) or (B).

(h) Environmental Conditions. Promptly after the assertion or occurrence thereof, notice of any Environmental Action against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect.

(i) Financial Officer’s Certificate Regarding Collateral. Concurrently with any delivery of financial statements under Section 6.1(b), a certificate of the chief financial officer setting forth any updates or supplements to certified disclosure required pursuant to the Security Agreement or confirming that there has been no change in such information since the date of the certified disclosure or most recent certification.

(j) Regulatory Notice. Promptly provide notice that any Loan Party knows or has reason to know (A) that Dialysis Facilities have lost their qualification to participate in Government Reimbursement Programs as would have a Material Adverse Effect, (B) of an investigation described in Section 4.17(a) or (C) of any violation described in Section 4.17(b) that would have a Material Adverse Effect.

(k) Other Information. Such other information respecting the business, financial condition, operations or properties of any Loan Party or any of its Subsidiaries as any Agent or any Lender, through the Administrative Agent, may from time to time reasonably request.

(l) Physician Group. With each set of Consolidated financial statements referred to in Sections 6.1(b) and 6.1(c) above, a reconciliation reflecting the adjustments necessary to eliminate the accounts of the Physician Groups and their respective Subsidiaries (which may be in footnote form only) from such Consolidated financial statements.

Documents required to be delivered pursuant to Section 6.1(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website or www.sec.gov, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its reasonable request until a written notice to cease delivering paper copies is given by the Administrative Agent, (B) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and upon its reasonable request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents and (iii) the Lenders shall be deemed to have received such information on the date such

 

-96-

---

information is posted on the applicable website pursuant to clause (i) or (ii) above. The Administrative Agent shall have no obligation to request the delivery of or maintain paper copies of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

6.2 Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable Requirements of Law, such compliance to include, without limitation, compliance with (x) ERISA, the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and all applicable laws and regulations under the federal Social Security Act and all other applicable federal and state healthcare laws, except to the extent that non-compliance could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect and (y) the Patriot Act and all other laws and regulations relating to money-laundering and terrorist activities.

6.3 Payment of Taxes, Etc.

(a) Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all Taxes imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such Tax, assessment, charge or claim (A) the non-payment or non-discharge of which could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect or (B) that is being contested in good faith and (in the case of clause (a)(i)) by proper proceedings and as to which appropriate reserves are being maintained in accordance with GAAP, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors and subjects the property to a substantial risk of forfeiture.

(b) File or cause to be filed all material tax returns required to be filed by it by the due dates (including any proper extensions) therefor.

6.4 Compliance with Environmental Laws. Except as could not reasonably be expected to result in a Material Adverse Effect, comply, and cause each of its Subsidiaries and all lessees and other Persons operating or occupying its properties to comply, with all applicable Environmental Laws and Environmental Permits; obtain and renew and cause each of its Subsidiaries to obtain and renew all Environmental Permits necessary for its operations and properties that are the legal responsibility of the Borrower or such Subsidiary; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action required under Environmental Laws to address the presence, or Release or threatened Release of Hazardous Materials at, on, under or from any of its properties, in accordance with the requirements of all applicable Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained in accordance with GAAP requirements with respect to such circumstances.

6.5 Insurance.

(a) Generally. Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to Mortgaged Properties and other properties material to the business

 

-97-

---

of the Group Members against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations; provided that with respect to physical hazard insurance, neither the Collateral Agent nor the applicable Group Member shall agree to the adjustment of any claim thereunder in excess of $250,000 without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Group Member shall be required during an Event of Default.

(b) Requirements of Insurance. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (ii) name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or additional loss payee (in the case of property insurance), as applicable and (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause.

(c) Flood Insurance. With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time require, if at any time the area in which any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

(d) Broker’s Report. Deliver to the Administrative Agent and the Collateral Agent and the Lenders a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Administrative Agent or the Collateral Agent may from time to time reasonably request.

(e) Mortgaged Properties. No Loan Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Premises, and each Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 6.5 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 6.5.

6.6 Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Material Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory) and material franchises except, in each case, as otherwise permitted by Section 7.4.

6.7 Visitation Rights. At any reasonable time and from time to time, and, unless a Default shall have occurred and be continuing, not more than two times during any calendar year and upon reasonable notice, permit any of the Agents or any of the Lenders, or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their officers or directors and with their independent certified public accountants (provided that representatives of the Borrower shall be entitled to notice of and to participate in any such discussion).

 

-98-

---

6.8 Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions sufficient to permit the preparation of financial statements based thereon in accordance with GAAP.

6.9 Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, absent events or circumstances leading to a Recovery Event, all of its properties that are material in the conduct of its business in good working order and condition, ordinary wear and tear excepted.

6.10 Transactions with Affiliates. Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary (with respect to any Physician Group and its Subsidiaries, taking into account all transactions with such Physician Group and its Subsidiaries as a whole) than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate (it being understood that the Transactions are deemed to be on such terms) except (a) transactions between or among the Borrower and its Subsidiaries, (b) any transaction permitted by Section 7.6(f) or (m) or Section 7.7 and (c) notional pooling cash management arrangements in the ordinary course of business.

6.11 Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in Section 4.19.

6.12 Additional Collateral; Additional Guarantors.

(a) Subject to this Section 6.12, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, within 15 Business Days following the end of the Fiscal Quarter in which such acquisition occurs (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 7.1, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties.

(b) With respect to any Person that is or becomes a Subsidiary after the Closing Date required to become a Guarantor in order for the Loan Parties to remain in compliance with Section 7.12 as of the end of the Fiscal Quarter in which such Person becomes a Subsidiary, within 15 Business Days following the end of such Fiscal Quarter (i) deliver to the Collateral Agent the certificates, if any, representing all of the Capital Stock of such Subsidiary to the extent held by a Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock, and all intercompany notes owing from such Subsidiary to any Loan Party that together with undated instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party; provided that Capital Stock of Foreign Subsidiaries required to be delivered shall be limited to (A) Voting Interests of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 65% of the total voting

 

-99-

---

power of all outstanding Voting Interests of such Subsidiary and (B) 100% of the Capital Stock not constituting Voting Interests of any such Subsidiary, except that any such Capital Stock constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Interests for purposes of this Section 6.12(b) and (ii) cause such new Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Guarantor and a joinder agreement to the applicable Security Agreement, substantially in the form annexed thereto, (B) to execute a Business Associate Agreement and (C) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided that, if any Subsidiary that is not a Guarantor is a guarantor of or shall guarantee Debt of a Loan Party or Debt of a Loan Party is or shall otherwise become a Contingent Obligation of any Subsidiary that is not a Guarantor, such Subsidiary shall become a Guarantor hereunder and comply with Section 6.12 and Section 6.13 and all other applicable provisions hereof.

(c) Other than with respect to the Denver Headquarters, promptly grant to the Collateral Agent, within 15 Business Days of the end of the Fiscal Quarter in which the acquisition thereof occurred, a security interest in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $20.0 million as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 7.1). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Liens permitted by Section 7.1, or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a title insurance policy, a Survey, a life of loan flood hazard determination (together with a notice regarding the special flood hazard area status and flood disaster assistance with respect to such after-acquired Real Property executed by the Borrower) and a local counsel opinion (each in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).

6.13 Security Interests; Further Assurances. Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at the Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by

 

-100-

---

the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may reasonably require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent.

6.14 Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

6.15 Ratings. Use commercially reasonable efforts to cause (x) S&P and Moody’s to continue to issue ratings for the Facilities, (y) Moody’s to continue to issue a corporate family rating (or the equivalent thereof) and (z) S&P to continue to issue a corporate credit rating (or the equivalent thereof) (it being understood, in each case, that such obligation shall not require the Borrower to maintain a specific rating).

6.16 Management Services Agreements. The Borrower shall, and shall cause each of its Subsidiaries to cause, (i) with respect to each Management Services Agreement with a Loan Party to which it is party as of the Closing Date, within thirty (30) days after the Closing Date, and (ii) with respect to each Management Services Agreement with a Loan Party that it enters into after the Closing Date, to contain provisions providing for the assignability of such agreement to the Collateral Agent or any Person designated by the Collateral Agent in connection with its enforcement of its rights and exercise of its remedies, for the benefit of the Secured Parties, upon the enforcement of its rights and exercise of its remedies under the Loan Documents.

 

-101-

---

6.17 Post-Closing Actions. To the extent not satisfied on the Closing Date and unless such requirement is waived or extended, in the reasonable discretion of the Administrative Agent, the Borrower shall, and shall cause each of its Subsidiaries to:

(a) Master Intercompany Note. The Borrower shall deliver to the Collateral Agent, within 10 days after the Closing Date, the Intercompany Note executed by and among the Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank.

(b) HIPAA. Within 5 days after the Closing Date, each Group Member shall enter into a Business Associate Agreement (a “Business Associate Agreement”) defined under the privacy regulations promulgated pursuant to HIPAA reasonably acceptable to the Administrative Agent and the Collateral Agent that permits disclosure to the Administrative Agent and the Collateral Agent of any protected health information (as defined in HIPAA) that may be associated with the Collateral.

(c) Insurance. Within 10 days after the Closing Date, the Administrative Agent shall receive a copy of, or a certificate as to coverage under (including endorsements thereto), the insurance policies required by Section 6.5 and the applicable provisions of the Security Documents, each of which shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent.

SECTION 7

NEGATIVE COVENANTS

Each Loan Party covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full or have been cash collateralized at 105% of the face amount thereof, unless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

7.1 Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character whether now owned or hereafter acquired or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except:

(a) Liens created under the Loan Documents;

(b) Permitted Liens;

(c) Liens existing on the Closing Date and described on Schedule 7.1(c) hereto;

(d) Liens upon or in an asset acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such asset to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing; provided, however, that (i) such Liens shall be created not more than 180 days after the date of acquisition or completion of construction or improvement and (ii) no such Lien shall extend to or cover any asset other than the asset being acquired, constructed or improved and any attachments thereto and proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any asset not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (d) shall not exceed the amount permitted under Section 7.2(e) at any time outstanding;

 

-102-

---

(e) Liens arising in connection with Capitalized Leases permitted under Section 7.2(f); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases;

(f) Liens arising in connection with Debt permitted under Section 7.2(l); provided that no such Lien shall extend to or cover any assets other than the assets of the relevant borrowing entity;

(g) the replacement, extension or renewal of any Lien permitted by clause (c) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount (except by an amount equal to accrued and unpaid interest and premium thereon plus fees, original issue discount and expenses incurred in connection with such replacement, extension or renewal) or change in any direct or contingent obligor) of the Debt secured thereby;

(h) Liens on assets of the Borrower or any of its Subsidiaries arising in connection with Sale and Leaseback Transactions permitted under Section 7.5(h);

(i) Liens on assets that are the subject of, or are customarily subject to Liens relating to, Permitted Receivables Financings;

(j) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of the Borrower, in each case after the Closing Date; provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of the Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property to the extent included in the grant of such Lien), and (C) the Debt secured thereby is permitted under Section 7.2(p);

(k) customary Liens and setoff rights securing obligations in respect of notional pooling cash management arrangements in the ordinary course of business;

(l) other Liens not otherwise permitted by the foregoing clauses of this Section 7.1 securing an aggregate principal amount at any time outstanding not to exceed $100,000,000;

(m) Liens on the Collateral to secure Debt permitted under Section 7.2(r); provided that a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a (i) a First Lien Intercreditor Agreement if such Debt is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, or (ii) a Junior Lien Intercreditor Agreement if such Debt is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations;

(n) Liens on the Collateral securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and any Permitted Refinancing of any of the foregoing; provided that a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a (i) a First Lien

 

-103-

---

Intercreditor Agreement if such Debt is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, or (ii) a Junior Lien Intercreditor Agreement if such Debt is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations;

(o) Liens on the Collateral to secure Debt permitted under Section 7.2(v) on a pari passu basis (but without regard to the control of remedies) with the Obligations; provided that a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a First Lien Intercreditor Agreement;

(p) Liens on Collateral to secure Debt permitted under Section 7.2(s); provided that such Debt constitutes a Secured Obligation; and

(q) Liens on NMTC Property securing the NMTC Indebtedness the proceeds of which are (or will be) used to acquire, renovate or improve such NMTC Property; provided that if such Liens are on property that is (or is required to be) Collateral then such Liens are subordinated to the Liens securing the Obligations pursuant to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent.

7.2 Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:

(a) Debt under the Loan Documents;

(b) (i) the 2020 Senior Notes and the 2020 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed $775,000,000, (ii) the 2022 Senior Notes and the 2022 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(ii) shall not exceed $1,250,000,000, (iii) the New Senior Notes and the New Senior Notes Guarantees, and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(iii) shall not exceed $1,750,000,000, and (iv) Debt existing on the Closing Date and described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof;

(c) Debt of the Borrower in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided that, in all cases under this clause (c), all such Swap Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof);

(d) Debt of (A) the Borrower owing to any Subsidiary, and (B) any of the Subsidiaries owing to the Borrower or any other Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 7.6;

 

-104-

---

(e) Debt incurred and secured by Liens expressly permitted under Section 7.1(d) (or with respect to NMTC Indebtedness) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f), shall not exceed the greater of $325,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries;

(f) Capitalized Leases incurred and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $325,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries;

(g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Subsidiary and (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6;

(h) (i) Debt in an aggregate amount not to exceed $150,000,000 at any time outstanding and (ii) any Permitted Refinancing thereof;

(i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(j) Debt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition;

(k) Debt comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition;

(l) secured and unsecured Debt of Non-Guarantor Subsidiaries and Foreign Subsidiaries in an aggregate amount not to exceed $1,000,000,000 at any time outstanding;

(m) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding;

(n) Debt under Cash Management Agreements and similar arrangements in each case in connection with cash management and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements in the ordinary course of business;

 

-105-

---

(o) Debt in connection with Permitted Receivables Financings;

(p) Debt of any Person that becomes a Subsidiary of the Borrower (or of any Person not previously a Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Subsidiaries) after the Closing Date as a result of an Investment pursuant to Section 7.6(e) or (j) or Debt of any Person that is assumed by the Borrower or any of its Subsidiaries in connection with an acquisition of assets by the Borrower or such Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not incurred in contemplation of such Investment and (B) the Borrower and the Subsidiaries will be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.16; and

(q) Debt incurred in the ordinary course of business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries or in connection with judgments that do not result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public or statutory obligations or payment of customs duties in connection with the importation of goods.

(r) Permitted Other Debt and any Permitted Refinancing thereof;

(s) Debt (other than Debt for borrowed money) incurred by the Borrower or any of its Subsidiaries supported by any Specified Letter of Credit and any Permitted Refinancing thereof; provided that on a Pro Forma Basis, on the date such Specified Letter of Credit is issued, after giving effect to any such incurrence (and assuming that the maximum amount of any such Specified Letters of Credit are fully drawn), the Senior Secured Leverage Ratio is no more than 3.50:1.00;

(t) Credit Agreement Refinancing Debt;

(u) Debt incurred by the Borrower or any of its Subsidiaries in connection with the Acquisition, or any other Investment permitted by Section 7.6, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments;

(v) Debt incurred by a Group Member under a letter of credit facility in an aggregate amount not to exceed $100,000,000 at any time outstanding; and

(w) NMTC Indebtedness, so long as the Borrower and the Subsidiaries will be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.16.

7.3 Change in Nature of Business. Engage or permit any of its Subsidiaries to engage in any business other than healthcare services and any businesses incidental, complementary, ancillary or related thereto; provided that a Special Purpose Receivables Subsidiary may engage in any Permitted Receivables Financing.

 

-106-

---

7.4 Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that:

(a) any of the Subsidiaries may merge into or consolidate with the Borrower; provided that the Borrower is the surviving corporation;

(b) any Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation involving a Wholly Owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be a Wholly Owned Subsidiary of the Borrower; provided, further, that, in the case of any such merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor;

(c) in connection with any purchase or other acquisition of Capital Stock of, or property and assets of, any Person permitted under Section 7.6(e), the Borrower may permit any other Person to merge into or consolidate with it (provided that (i) the Borrower is the surviving entity or (ii) the surviving entity (x) is a Domestic Person and (y) simultaneously with such merger or consolidation agrees to be bound by the terms hereof and of the Loan Documents and assume the Borrower’s obligations hereunder and thereunder pursuant to an agreement or instrument satisfactory in form and substance to the Administrative Agent (and shall thereafter be the Borrower hereunder), and any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person with which such Subsidiary is merging or consolidating (i) shall be engaged in a business permitted by Section 7.3, (ii) shall take all actions required under Section 6.12 and (iii) shall be a Guarantor if the merging Subsidiary was a Guarantor prior to such transaction; and

(d) in connection with any sale, transfer or other disposition of all or substantially all of the Capital Stock of, or the property and assets of, any Person permitted under Sections 7.5(c) or (f), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;

provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default.

7.5 Sales, Etc., of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell (including sales and issuances of Capital Stock of any Subsidiary (other than sales and issuances that do not decrease the percentage ownership of the Borrower and its Subsidiaries in each class of Capital Stock of such Subsidiary)), lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except (provided that the issuance and sale of stock by the Borrower shall not be subject to this Section 7.5):

(a) the Borrower and its Subsidiaries may sell inventory in the ordinary course of business;

(b) (A) the Borrower may sell, lease, transfer or otherwise dispose of any of its property or assets to any of the Subsidiaries, and (B) any of the Subsidiaries may sell, lease, transfer or otherwise dispose of any of its property or assets to the Borrower or any of the other Subsidiaries; provided that, in each case (other than in connection with Intercompany Receivables), (x) if the transferor in such transaction is a Domestic Subsidiary and the transferee in such transaction is a Domestic Subsidiary, on a pro forma basis, the Borrower and its Subsidiaries would be in compliance with Section 7.12 and Section 7.16 and (y) if the transferee in such transaction is a Foreign Subsidiary, such transaction is permitted by Section 7.6;

 

-107-

---

(c) any Subsidiary of the Borrower that is no longer actively engaged in any business or activities and does not have property and assets with an aggregate book value in excess of $1,000,000 may be wound up, liquidated or dissolved so long as such winding up, liquidation or dissolution is determined in good faith by management of the Borrower to be in the best interests of the Borrower and its Subsidiaries;

(d) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of any obsolete, damaged or worn out equipment thereof or any other equipment that is otherwise no longer useful in the conduct of their businesses;

(e) the Borrower and its Subsidiaries may lease or sublease Real Property to the extent required for their respective businesses and operations in the ordinary course so long as such lease or sublease is not otherwise prohibited under the terms of the Loan Documents;

(f) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of property and assets not otherwise permitted to be sold, leased, transferred or disposed of pursuant to this Section 7.5 so long as the aggregate book value of all of the property and assets of the Borrower and its Subsidiaries sold, leased, transferred or otherwise disposed of pursuant to this clause (f) does not exceed $625,000,000 in the aggregate since the Closing Date; provided that:

(A) the gross proceeds received from any such sale, lease, transfer or other disposition shall be at least equal to the fair market value of the property and assets so sold, leased, transferred or otherwise disposed of, determined at the time of such sale, lease, transfer or other disposition;

(B) at least 75% of the value of the aggregate consideration received from any such sale, lease, transfer or other disposition shall be in cash; provided that (i) up to one-third of such 75% may consist of notes or other obligations received by the Borrower or such Subsidiary that are due and payable or otherwise converted by the Borrower or such Subsidiary into cash within 365 days of receipt, which cash (to the extent received) shall constitute Net Cash Proceeds attributable to the original transaction; (ii) any unsubordinated Debt of the Borrower or any of its Subsidiaries (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet) that is assumed by the transferee of any such assets shall constitute cash for purposes of this Section 7.5(f), so long as the Borrower and all of its Subsidiaries are fully and unconditionally released therefrom; and (iii) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries, having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (B) after the Closing Date not to exceed $100,000,000 at the time of receipt of such Designated Non-Cash Consideration shall be deemed to be cash for purposes of this Section 7.5(f) (it being understood that the fair market value of each item of Designated Non-Cash Consideration is measured at the time of receipt without giving effect to subsequent changes in value); provided that if such Designated Non-Cash Consideration is sold for, or otherwise converted into, cash, such cash shall constitute Net Cash Proceeds attributable to the original transaction;

(C) immediately before and immediately after giving pro forma effect to any such sale, lease, transfer or other disposition, no Default shall have occurred and be continuing;

 

-108-

---

(D) with respect to any disposition under this subsection that exceeds $50,000,000, within five Business Days prior to such disposition, and with respect to any other disposition under this subsection, within 15 Business Days after such disposition, the Borrower shall deliver to the Administrative Agent, on behalf of the Lenders, a certificate identifying the property disposed of and stating (a) that immediately before and after giving effect thereto, no Default existed or will exist, (b) that the consideration received or to be received by the Borrower or such Subsidiary for such property has been determined by the Borrower or the applicable Subsidiary to be not less than the fair market value of such property, (c) the total expected consideration to be paid in respect of such disposition and (d) the expected Net Cash Proceeds resulting from such disposition; and

(E) if and to the extent that the Net Cash Proceeds of any transaction effected pursuant to this Section 7.5(f) shall not have been reinvested (pursuant to a Reinvestment Notice), such Net Cash Proceeds shall be applied to prepay Loans to the extent, and in accordance with, Section 2.11;

(g) the Borrower and its Subsidiaries may exchange assets and properties with another Person; provided that:

(A) the assets or properties received by the Borrower or its Subsidiaries shall be used in a business permitted by Section 7.3 as conducted immediately prior to such transaction, or in an incidental or related business;

(B) the total consideration received by the Borrower or such Subsidiary for such assets or property shall have been determined by the Borrower or such Subsidiary to be not less than the fair market value of the assets or property exchanged;

(C) immediately before and immediately after giving pro forma effect to any such exchange, no Default shall have occurred and be continuing;

(D) any cash received by the Borrower or any such Subsidiary in connection with such exchange shall be treated as Net Cash Proceeds subject to Section 2.11 and any cash paid by the Borrower or any Subsidiary in connection with such exchange shall be treated as an acquisition expenditure under Section 7.6(e);

(E) with respect to any exchange under this subsection that involves assets and/or property with a value in excess of $50,000,000, within five Business Days prior to such exchange, and with respect to any other exchange under this Section 7.5(g), within fifteen Business Days after such exchange, the Borrower shall deliver to the Administrative Agent, on behalf of the Lenders, a certificate identifying the assets or property disposed of and acquired in such exchange, and stating (a) that immediately before and after giving effect thereto, no Default existed or will exist, (b) that the total consideration received by or expected to be received by the Borrower or such Subsidiary for such assets or property has been determined by the Borrower or such Subsidiary to be not less than the fair market value of the assets or property exchanged, and (c) the amount, if any, of the expected cash to be paid or Net Cash Proceeds to be received in connection with such exchange;

 

-109-

---

(F) if Collateral is exchanged the assets and properties received in exchange shall constitute Collateral and Sections 6.12 and 6.13 shall be complied with;

(h) the Borrower and its Subsidiaries may enter into Sale and Leaseback Transactions (i) with respect to the Denver Headquarters and (ii) with respect to any other property; provided that the aggregate value of property sold or transferred under this subclause (ii) shall not exceed $225,000,000 since the Closing Date; provided that the Net Cash Proceeds from such transaction are applied in accordance with Section 2.11(b);

(i) the Borrower and its Subsidiaries may purchase, sell or otherwise transfer (including by capital contribution) Receivables Assets pursuant to Permitted Receivables Financings;

(j) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of assets or property (i) in anticipation of any Investment pursuant to Section 7.6(e), (f), (h), (i), (k), (l) and (m) (including as a result of discussion with antitrust regulators in connection with such Investment) or (ii) as required pursuant to any consent decree or similar order or agreement, which decree, order or agreement is issued or entered into prior to the consummation of such Investment and in connection therewith by the Antitrust Division of the U.S. Department of Justice, the Bureau of Competition of the U.S. Federal Trade Commission and/or any similar state or foreign regulatory agency or body;

(k) within 180 days of the acquisition by the Borrower or any Subsidiary of any Real Property after the Closing Date the Borrower or such Subsidiary may sell or otherwise transfer such Real Property in connection with a Sale and Leaseback Transaction so long as the Borrower shall be in compliance with Section 7.2 after giving effect to such Sale and Leaseback Transaction; provided that the Net Cash Proceeds from such transaction are applied in accordance with Section 2.11(b);

(l) any Subsidiary of the Borrower may issue additional Capital Stock to management or employees and physicians under contract with the Borrower or any of its Subsidiaries in an amount not in excess of $15,000,000 in the aggregate in any twelve month period; and

(m) The Borrower and its Subsidiaries may enter into any transfer or disposition of property or assets constituting an Investment pursuant to Section 7.6(e), (f), (h), (i), (k), (l) , (m) or (n).

7.6 Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except:

(a) Investments by the Borrower and its Subsidiaries in Cash Equivalents;

(b) Investments existing on the Closing Date and described on Schedule 7.6 hereto;

(c) Investments by the Borrower in Swap Agreements permitted under Section 7.2(c);

(d) Investments in accounts receivable in the ordinary course of business or notes received in transactions permitted by Sections 7.5(f) and (j);

 

-110-

---

(e) the purchase or other acquisition of (1) Capital Stock of any Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e):

(A) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be permitted by Section 7.3;

(B)(1) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.12 and Section 7.16;

(C) the aggregate amount of consideration paid or provided by the Borrower and its Subsidiaries after the Closing Date pursuant to this Section 7.6(e)(C) (under clause (i) below) for the purchase or acquisition for Persons that will be Foreign Subsidiaries, when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(h)(ii)(y)(A), shall not exceed (i) $2,000,000,000 or (ii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), consideration in an unlimited amount; provided that if the amount of all such cash payments exceeds the limitation set forth in clause (i) of this clause (C) during any period during which the Leverage Ratio test in clause (ii) of this clause (C) is met, such excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period;

(D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition in which the total cash consideration is more than $50,000,000 is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition and containing a copy of any existing financial statements of the business to be acquired in the Borrower’s possession; and

(E) Sections 6.12 and 6.13 are complied with;

(f) Investments by the Borrower or any Subsidiary in 50% or less of the Capital Stock of another Person (the “Minority Investment”); provided that (i) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and outstanding Capital Stock of such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $350,000,000 at any one time outstanding, (iii) the Borrower or any Subsidiary shall have full control over all bank accounts of such Person if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership and if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, and (v) immediately before and after giving effect thereto, no Default shall exist;

 

-111-

---

(g) notes from employees issued to the Borrower representing payment for Capital Stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock of the Borrower, and employee relocation expenses incurred in the ordinary course of business, in an aggregate amount at any time outstanding not to exceed $30,000,000;

(h) Investments by (i) any Subsidiary of the Borrower in the Borrower and (ii) the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; provided that (x) no Investment in any Non-Guarantor Domestic Subsidiary shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries shall be in compliance with Section 7.12 and Section 7.16 and (y) no Investment in any Foreign Subsidiary shall be made unless the aggregate amount of Investments by the Borrower and its Subsidiaries in Foreign Subsidiaries after the Closing Date pursuant to this Section 7.6(h)(ii)(y) (under clause (A) below), when taken together with any Investments made in Foreign Subsidiaries pursuant to Section 7.6(e)(C)(i) shall not exceed (A) $2,000,000,000 or (B) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (as of the date of such Investment (or, with respect to Investments in existence on the Closing Date, as of the Closing Date)), both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), an unlimited amount; provided that if the amount of all such cash payments exceeds the limitation set forth in clause (x) of this clause (ii) during any period during which the Leverage Ratio test in clause (y)(B) of this clause (ii) is met, such excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period;

(i) Investments of the Borrower or any of its Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 7.2(m), shall not exceed $150,000,000 at any time;

(j) Investments arising as a result of Permitted Receivables Financings;

(k) Investments by the Borrower or any of its Subsidiaries (i) in an aggregate amount outstanding not to exceed the sum of (x) $250,000,000 plus (y) $750,000,000 minus the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(x) since the Closing Date, (ii) in an aggregate amount not to exceed the Available Amount on the date of such Investment or (iii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (as of the date of such Investment (or, with respect to Investments in existence on the Closing Date, as of the Closing Date)), both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), in an unlimited amount; provided that if the amount of all such Investments exceeds the limitation set forth in clauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iii) of this Section is met, such excess Investments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; provided, further, in the case of each transaction under this Section 7.6(k)(iii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000;

(l) [Reserved];

(m) Investments pursuant to any Permitted Physician Group Loan; and

 

-112-

---

(n) (i) Investments by the Borrower or any Domestic Subsidiary in an NMTC Subsidiary in the form of NMTC Indebtedness and any related capital contribution and (ii) NMTC Investments by an NMTC Subsidiary in an aggregate amount not to exceed the portion of the related NMTC Indebtedness and any related capital contribution received by such NMTC Subsidiary.

7.7 Restricted Payments. Declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Capital Stock now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Capital Stock, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of its Subsidiaries to do any of the foregoing, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Capital Stock of the Borrower, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a) the Borrower may (A) declare and pay dividends and distributions payable in its common Capital Stock, (B) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.11, purchase, redeem, retire, defease or otherwise acquire Capital Stock with the proceeds received contemporaneously from the issue of new Capital Stock with equal or inferior voting powers, designations, preferences and rights, and (C) repurchase its Capital Stock owned by management or employees and physicians under contract with the Borrower or any of its Subsidiaries in an amount not in excess of $25,000,000 in the aggregate in any twelve month period;

(b) any Subsidiary of the Borrower may (A) declare and pay cash dividends to the Borrower, and (B) declare and pay cash dividends to any other Loan Party of which it is a Subsidiary;

(c) any of the non-Wholly Owned Subsidiaries of the Borrower may declare and pay or make dividends and other distributions to its shareholders, partners or members (or the equivalent Persons thereof) generally so long as the Borrower and each of the Subsidiaries that own any of the Capital Stock thereof receive at least their respective proportionate shares of any such dividend or distribution (based upon their relative holdings of the Capital Stock thereof and taking into account the relative preferences, if any, of the various classes of the Capital Stock thereof);

(d) so long as no Default is continuing or will be continuing after such transaction, the Borrower may (A) purchase, redeem or otherwise acquire for value any of its Capital Stock or (B) declare and pay dividends and distributions payable in either (i) cash (in the aggregate for both clauses (A) and (B)), when taken together with the aggregate amount of payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(x) and Investments pursuant to Section 7.6(k)(i)(y) not to exceed $750,000,000, (ii) cash (in the aggregate for both clauses (A) and (B)), in an amount not to exceed the Available Amount on the date of each such purchase, redemption, acquisition, dividend and distribution or (iii) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (as of the date of such transaction, both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), cash in any amount; provided that if the amount of all such cash payments exceeds the limitation set forth in clauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iii) of this Section is met, such excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; provided further, in the case of each transaction under this Section 7.7(d)(iii), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000;

 

-113-

---

(e) the Borrower may consummate the Refinancing on the Closing Date; and

(f) so long as no Default is continuing or will be continuing after such transaction, the Borrower may repurchase its common stock from its then existing shareholders in one or more transactions for an aggregate purchase price not to exceed $1,200,000,000.

7.8 Accounting Changes. Make or permit any change in (i) accounting policies or reporting practices, except as allowed by GAAP (or as otherwise provided pursuant to Section 1.4), or (ii) Fiscal Year.

7.9 Prepayments of Other Debt; Modifications of Constitutive Documents and Other Documents, etc. Directly or indirectly:

(a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Debt outstanding under the 2020 Senior Notes, the 2022 Senior Notes, the New Senior Notes, any Debt that is secured on second priority (or other junior priority) basis (including any Permitted Second Priority Refinancing Debt or any Permitted Other Debt that is secured on second priority (or other junior priority) basis), any unsecured Permitted Other Debt or any subordinated Debt (collectively, “Junior Financing”); except for (i) any Permitted Refinancing of any Junior Financing and (ii) so long as no Default is continuing or will be continuing after such transaction, the voluntary or optional payment or prepayment or redemption or acquisition for value of Junior Financing (x) in an aggregate amount for this clause (ii), when taken together with the aggregate amount of purchases, redemptions, acquisitions, dividends and distributions pursuant to Section 7.7(d)(i) and Investments pursuant to Section 7.6(k)(i)(y), not to exceed $750,000,000, (y) in an aggregate amount not to exceed the Available Amount, on the date of each such payment, prepayment, redemption or acquisition of Debt or (z) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (as of the date of such transaction, both before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), cash in any amount; provided that if the amount of all such cash payments exceeds the limitation set forth in clause (ii)(x) and (y) of this Section during any period during which the Leverage Ratio test in clause (ii)(z) of this Section is met, such excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; provided, further, in the case of each transaction under this Section 7.9(a)(ii)(z), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000;

(b) amend or modify, or permit the amendment or modification of, any provision of any Junior Financing, any NMTC Indebtedness or any Permitted Receivables Documents in any manner that is adverse in any material respect to the interests of the Lenders;

(c) terminate, amend, modify or change any of its Constitutive Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Capital Stock (including any stockholders’ agreement), or enter into any new agreement with respect to its Capital Stock, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests

 

-114-

---

of the Lenders or are pursuant to Requirements of Law; provided that the Loan Parties may issue such Capital Stock, so long as such issuance is not prohibited by Section 7.13 or any other provision of this Agreement, and may amend their Constitutive Documents to authorize any such Capital Stock;

(d) except as may be required to comply with any law, regulation or court or administrative decision, terminate, amend or modify a Business Associate Agreement without the consent of the parties thereto; or

(e) amend or modify, or permit the amendment or modification of, any provision of any Management Services Agreement entered into with a Loan Party in any manner that would require a substantial portion of the management fees (which, for the avoidance of doubt and without any implication to the contrary, shall not include any fees for reimbursement of expenses and other cost sharing arrangements) payable thereunder to be paid to any entity other than a Loan Party.

7.10 Negative Pledge. Enter into or suffer to exist, or permit any Loan Party to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (i) in favor of the Secured Parties, (ii) in connection with (A) any Debt permitted by Section 7.2(e) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, or (B) any Capitalized Lease permitted by Section 7.2(f) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (C) any Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower), or (D) any Debt permitted by Section 7.2(l) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property of the relevant borrowing entity or (E) the 2020 Senior Notes, (F) the 2022 Senior Notes, (G) the New Senior Notes, (H) Permitted Other Debt , (I) any Debt permitted by Section 7.2(o) or (J) any NMTC Documents; provided that any such restriction relates only to related NMTC Property or (iii) pursuant to any Requirements of Law.

7.11 Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents; (ii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 7.2(e) and (f); provided that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to any Permitted Refinancing, replacements of restrictions that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Debt so refinanced; (v) restrictions contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary; (vi) solely with respect to Subsidiaries that are not Guarantors, restrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, existing on the Closing Date; and (B) with respect to Subsidiaries created or acquired after the Closing Date: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or another Subsidiary; (2) restricting dividend payments and other distributions solely to permit pro rata dividends and other

 

-115-

---

distributions in respect of any Capital Stock of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm’s length transaction with an unrelated third party; and (4) limiting such Subsidiary’s ability to transfer assets or incur Debt without the consent of the holders of the Capital Stock of such Subsidiary; provided that all restrictions permitted by this clause (vi) shall no longer be permitted in the event any such Subsidiary becomes a Guarantor; (vii) restrictions contained in Debt incurred pursuant to Section 7.2(l) with respect to the borrowers thereunder; (viii) encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract entered into in the ordinary course of business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business, (B) arising by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Subsidiary and (ix) restrictions imposed by any agreement governing Debt entered into on or after the Closing Date and permitted under Section 7.2 (including, without limitation, the New Senior Notes and any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Debt of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder and (C) pursuant to any Requirement of Law.

7.12 Non-Guarantor Domestic Subsidiaries. Permit at any time the aggregate Consolidated Tangible Assets (calculated without duplication) at such time of all Non-Guarantor Domestic Subsidiaries (whether or not any such Subsidiary is existing on the Closing Date but not including any Special Purpose Receivables Subsidiary nor any Regulated Subsidiary (nor the value of any Investment therein)) to exceed 29% of the Consolidated Tangible Assets of the Borrower and its Domestic Subsidiaries (excluding any Special Purpose Receivables Subsidiary and any Regulated Subsidiary but including the value of any Investment therein held by the Borrower or any other Domestic Subsidiary).

7.13 Issuance of Additional Stock. Permit any of its Subsidiaries to issue any additional Capital Stock, except, subject to Section 6.12, as follows:

(i) in connection with a permitted Investment or to employees or consultants in the ordinary course of business;

(ii) the Borrower and any Subsidiary thereof may organize new Subsidiaries and any Subsidiary may issue additional Capital Stock to (x) any Loan Party, (y) any Non-Guarantor Domestic Subsidiary, if on a pro forma basis, the Borrower and its Subsidiaries would be in compliance with Section 7.12 and Section 7.16 and (z) any Foreign Subsidiary in a transaction permitted by Sections 7.6(e), (f), (h) or (k); or

(iii) subject to compliance with the provisions this Agreement, including Section 7.6, Section 7.12 and Section 7.16, any Subsidiary of the Borrower may (i) issue additional Capital Stock or (ii) sell outstanding Capital Stock thereof, in each case to any Subsidiary of the Borrower or any Persons other than Affiliates of the Borrower or its Subsidiaries (it being understood that any such sales and issuances that decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of Capital Stock of such Subsidiary shall be subject to Section 7.5).

 

-116-

---

7.14 Anti-Terrorism Law; Anti-Money Laundering.

(a) Directly or indirectly, (i) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 4.23, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 7.14).

(b) Cause or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Requirement of Law.

7.15 Embargoed Person. Knowingly cause or permit (a) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any Person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law promulgated thereunder, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law, or the Loans made by the Lenders would be in violation of a Requirement of Law, or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders, (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law or the Loans are in violation of a Requirement of Law or (c) all or any part of the proceeds of the Loans to fund or finance any business activities or transactions of any Embargoed Person.

7.16 Financial Covenant.

(a) Maximum Leverage Ratio. Permit the Leverage Ratio, measured as of the end of any Measurement Period ending during any period set forth in the set forth in the table below, to exceed the ratio set forth opposite such period in the table below:

 

Test Period		Leverage Ratio
September 30, 2014 - June 30, 2016		5.00 to 1.00
September 30, 2016 and thereafter		4.50 to 1.00

 

-117-

---

SECTION 8

EVENTS OF DEFAULT

8.1 Events of Default. If any of the following events (“Events of Default”) shall occur on or after the Closing Date:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph (a) of this Section) payable under this Agreement when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made or deemed made by or on behalf of any Group Member in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Sections 6.1, 6.6 (with respect to the Borrower’s existence), 6.10 or 6.11 or in Section 7;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraph (a), (b) or (d) of this Section), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f) any Group Member shall (i) default in making any payment of any principal of any Debt (including any Contingent Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Debt beyond the period of grace, if any, provided in the instrument or agreement under which such Debt was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Debt (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Debt to become due prior to its stated maturity or (in the case of any such Debt constituting a Contingent Obligation) to become payable; provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (f) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (f) shall have occurred and be continuing with respect to Debt the outstanding principal amount of which exceeds in the aggregate $75,000,000;

 

-118-

---

(g) (i) the Borrower or any Material Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Material Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any Material Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any Material Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any Material Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any Material Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;

(h) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, has resulted or could reasonably be expected to result in liabilities of the Loan Parties in an aggregate amount exceeding $75,000,000 or in the imposition of a Lien or security interest on any assets of a Loan Party;

(i) (A) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $75,000,000 or more, and such judgments or decrees are not paid, discharged or stayed for a period of 60 consecutive days, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Group Member to enforce any such judgment or (B) any Group Member shall enter into any settlement of a claim (including claims by Governmental Authorities for violations or alleged violations of Requirements of Law) which settlements, individually or in the aggregate, amount to $75,000,000 or more and any Group Member fails to make any payment required to be made thereunder or any action shall be legally taken by a creditor to attach or levy upon any assets of any Group Member to enforce any such settlement;

(j) any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby, except, in the case of any such cessation that is attributable to an event of a type contemplated by Section 8.1(g), this provision shall apply only to the Borrower or a Material Subsidiary;

(k) the guarantee pursuant to Section 10 of any Guarantor shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert, except, in the case of any such cessation that is attributable to an event of a type contemplated by Section 8.1(g), this provision shall apply only to the Borrower or a Material Subsidiary;

 

-119-

---

(l) a Change of Control shall occur;

(m) the Borrower or any Subsidiary, in each case to the extent it is engaged in the business of providing services for which Medicare or Medicaid reimbursement is sought, shall for any reason, including, without limitation, as the result of any finding, designation or decertification, lose its right or authorization, or otherwise fail to be eligible, to participate in Medicaid or Medicare programs or to accept assignments or rights to reimbursements under Medicaid regulations or Medicare regulations, or the Borrower or any Subsidiary has, for any reason, had its right to receive reimbursements under Medicaid or Medicare regulations suspended, and such loss, failure or suspension (together with all such other losses, failures and suspensions continuing at such time) shall have resulted in (x) a Material Adverse Effect or (y) Consolidated net operating revenues for the immediately preceding four Fiscal Quarter period of the Borrower constituting less than 95% of Consolidated net operating revenues for any preceding four Fiscal Quarter period of the Borrower; or

(n) the Borrower or any Subsidiary of the Borrower shall for any reason terminate a Business Associate Agreement between such entity and the Collateral Agent;

then, and in every such event (other than an event with respect to the Borrower described in paragraph (g) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may with the consent of the Required Lenders, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in paragraph (g) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

8.2 Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:

(a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

 

-120-

---

(b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest, premium and other amounts constituting Obligations (other than principal and Reimbursement Obligations), any fees, premiums and scheduled periodic payments due under Specified Swap Agreements constituting Secured Obligations and any interest accrued thereon and any fees and interest due under any Secured Cash Management Agreements constituting Secured Obligations and any reimbursement or other payment obligations, interest and obligations to provide cash collateral in respect of any Specified Letter of Credit constituting Secured Obligations (provided if more than $25,000,000 of Debt is outstanding under Cash Management Agreements that would be Secured Cash Management Agreements but for the dollar limitation contained in the definition of “Secured Cash Management Agreement,” each Cash Management Bank shall be deemed to be holding Secured Obligations on a pro rata basis when taken together with the amount of Debt under all Cash Management Agreements held by Cash Management Banks) , in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Specified Swap Agreements constituting Secured Obligations and any interest accrued thereon and the principal amount owing under Secured Cash Management Agreements constituting Secured Obligations (provided if more than $25,000,000 of Debt is outstanding under Cash Management Agreements that would be Secured Cash Management Agreements but for the dollar limitation contained in the definition of “Secured Cash Management Agreement,” each Cash Management Bank shall be deemed to be holding Secured Obligations on a pro rata basis when taken together with the amount of Debt under all Cash Management Agreements held by Cash Management Banks); and

(e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (e) of this Section 8.2, the Loan Parties shall remain liable, jointly and severally, for any deficiency.

SECTION 9

THE AGENTS

9.1 Appointment and Authority. Each of the Lenders and the Issuing Lender hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. With the exception of the second and fifth sentences of Section 9.6, the provisions of this Section are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lender, and neither the Borrower

 

-121-

---

nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Lenders hereby authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and any such intercreditor agreement is binding upon the Lenders. The Administrative Agent may effect any amendment or supplement to any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding the holders of Permitted First Priority Refinancing Debt, or Permitted Second Priority Refinancing Debt or Permitted Other Debt permitted to be incurred under this Agreement, as expressly contemplated by the terms of such First Lien Intercreditor Agreement, such Junior Lien Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable.

9.2 Rights as a Lender. Each Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Person serving as an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

9.3 Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

(i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law; and

(iii) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.1) or (y) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by the Borrower, a Lender or the Issuing Lender.

 

-122-

---

No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

9.4 Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.5 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

9.6 Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender and

 

-123-

---

the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

9.7 Non-Reliance on Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the bookmanagers, arrangers, Syndication Agents or Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, a Lender or the Issuing Lender hereunder.

SECTION 10

GUARANTEE

10.1 The Guarantee. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under or in respect of any Loan Document, Specified Swap Agreement, Specified Letter of Credit or Secured Cash Management Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude any Excluded Swap Obligations). The Guarantors hereby jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

 

-124-

---

10.2 Obligations Unconditional. The obligations of the Guarantors under Section 10.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder, which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of, the Issuing Lender or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected;

(v) the release of any other Guarantor pursuant to Section 10.9;

(vi) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party; or

(vii) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder

 

-125-

---

shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time since the Closing Date there may be no Guaranteed Obligations outstanding.

10.3 Reinstatement. The obligations of the Guarantors under this Section 10 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

10.4 Subrogation; Subordination. Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not assert or exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 10.1, whether by subrogation or otherwise, against Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Debt of any Loan Party permitted pursuant to Section 7.2(d) shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Note evidencing such Debt.

10.5 Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.1 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.1) for purposes of Section 10.1, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 10.1.

10.6 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Section 10 constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

10.7 Continuing Guarantee. Subject to Section 11.14, the guarantee in this Section 10 is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

10.8 General Limitation on Guaranteed Obligations. If in any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer law or regulation, or other law affecting the rights of creditors generally, the obligations of any Guarantor under Section 10.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 10.1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors.

 

-126-

---

10.9 Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Capital Stock or property of any Guarantor is sold or otherwise transferred from such Guarantor (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under this Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requested.

10.10 Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the guaranty or the grant of the security interest hereunder and under the other Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.10 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 10.10 to constitute, and this Section 10.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

SECTION 11

MISCELLANEOUS

11.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 11.1. Amendments prior to the completion of the syndication of the Commitments (as determined by the Administrative Agent) shall, in addition to the other consents required by this Section 11.1, require the consent of the Administrative Agent. Subject to the preceding sentence, the Required Lenders and each Loan Party to the relevant Loan Document may, or, with the written consent

 

-127-

---

of the Required Lenders, the Administrative Agent or the Collateral Agent, as applicable, and each Loan Party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent or Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default and its consequences; provided, however, pursuant to Section 2.25, the Commitments and the Total Revolving Extensions of Credit of a Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder; provided, further, that no such waiver and no such amendment, supplement or modification shall (i) reduce or forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest, premium or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment under the applicable Revolving Facility or increase the maximum duration of Interest Periods hereunder or alter the provisions of Section 8.2 (it being understood that if additional Classes of Term Loans or additional Loans under this Agreement consented to by the Required Lenders or additional Loans pursuant to Section 2.24 are made, such new Loans being included on a pro rata basis within Section 8.2 shall not be considered an alteration thereof), in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 11.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of “Required Lenders,” consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guarantee under Section 10, in each case without the written consent of all Lenders (it being understood that lenders added pursuant to Section 2.24 or lenders under additional Classes of Term Loans or additional Loans under this Agreement consented to by the Required Lenders being included in such definition shall not be deemed to require the written consent of all Lenders); (iv) amend, modify or waive any provision of Section 2.17 without the written consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; (v) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility; (vi) change the application of prepayments as among or between Facilities under Section 2.11(d), without the written consent of the Majority Facility Lenders of each Facility that is being allocated a lesser prepayment as a result thereof (it being understood that if additional Classes of Term Loans or additional Loans under this Agreement consented to by the Required Lenders or additional Loans pursuant to Section 2.24 are made, such new Loans may be included on a pro rata basis in the various prepayments required pursuant to Section 2.11(d)); (vii) expressly change or waive any condition precedent in Section 5.2 to any borrowing under the Revolving Facility without the written consent of the Majority Facility Lenders with respect to the applicable Revolving Facility; (viii) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (ix) amend, modify or waive any provision of Section 2.6 or 2.7 without the written consent of the Swingline Lender; (x) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (xi) amend Section 1.7 or the definition of “Alternative Currency” without the written consent of each Alternative Currency Revolving Lender, or (xii) amend, modify or waive any provision of this Section 11.1 without the written consent of each Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative

 

-128-

---

Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon. Notwithstanding the foregoing, amendments to or waivers of any other terms or provisions relating solely to the Revolving Facility (including, without limitation, the waiver of conditions to borrowings, amendments and waivers related to pricing and other modifications affecting only the Revolving Facility, but not increases in the amount of Revolving Commitments) will require only the written approval of the Majority Facility Lenders with respect to the Revolving Facility (or each Revolving Lender to the extent the applicable amendment, waiver or modification would otherwise require more than the consent of the Required Lenders), the Administrative Agent, the Swingline Lender (if applicable pursuant to clause (x) of this paragraph), the Issuing Lender (if applicable pursuant to clause (xi) of this paragraph) and the Borrower.

Without the consent of any other Person, the applicable Loan Party or Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law.

If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by this Section that requires the consent of all of the Lenders affected, the consent of more than 50% of the Lenders whose consent is required is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Persons pursuant to Section 2.22 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) solely with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as such term is defined below) to permit the refinancing of all or any portion of any Class of Term Loans outstanding as of the applicable date of determination (the “Refinanced Term Loans”) with a replacement term loan tranche hereunder (the “Replacement Term Loans”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus premiums, accrued interest, fees and expenses in connection therewith, (ii) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, unless any such higher Applicable Margin applies after the Maturity Date for the Refinanced Term Loans, (iii) the Weighted Average Life to Maturity and final maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity and final maturity of such Refinanced Term Loans at the time of such refinancing (without giving effect to nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Refinanced Term Loans), (iv) the mandatory prepayment and optional prepayment provisions of the Replacement Term Loans shall not require more than pro rata payments and may permit optional prepayments and mandatory prepayments to be paid in respect of the Term Loans not constituting Refinanced Term Loans and (v) the covenants, events of default and guarantees shall be not materially more restrictive (taken as a whole) (as determined in good faith by the Borrower) to the Lenders providing such Replacement Term Loans than the covenants, events of default and guarantees applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants, events of default and guarantees applicable to any period after the maturity date in respect of the Refinanced Term Loans in effect immediately prior to such refinancing.

 

-129-

---

11.2 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to a Loan Party, to the Borrower at DaVita Inc., 1551 Wewatta Street, Denver, Colorado 80202, Attention of Vice President - Finance (Telecopy No. 866-845-2762), with a copy to DaVita Inc., 1551 Wewatta Street, Denver, Colorado 80202, Attention of Chief Legal Officer (Telecopy No. 310-536-2701);

(ii) if to the Administrative Agent or the Collateral Agent, to JPMorgan Chase Bank, Loan and Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Agency Services (Telecopy No. (713) 750-2782), with a copy to (a) JPMorgan Chase Bank, 383 Madison Avenue, New York 10179, Attention of Dawn Lee Lum (Telecopy No. 212-270-3279) and (b) J.P. Morgan Europe Ltd., Loan and Agency Department, 125 London Wall, London EC2Y 5 AJ, Attention: Sue Dalton (Telecopy No. 44 207 7777 2360), with respect to Alternative Currency Revolving Facility;

(iii) if to the Issuing Lender, to it at Letter of Credit Department, 10420 Highland Manor Drive, Floor 4, Tampa, FL 33610-9128, Attention of James Alonzo (Telecopy No. (813) 432-5162), with a copy to JPMorgan Chase Bank, 383 Madison Avenue, New York, NY 10179, Attention of Dawn Lee Lum (Telecopy No. 212-270-3279);

(iv) if to the Swingline Lender, to it at Loan and Agency Services Group, 11111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Agency Services (Telecopy No. (713) 750-2782), with a copy to JPMorgan Chase Bank, 383 Madison Avenue, New York, NY 10179, Attention of Dawn Lee Lum (Telecopy No. 212-270-3279); and

(v) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

(c) Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may (subject to Section 11.2(d)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender pursuant to Section 2 if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent, the Collateral Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including as set forth in Section 11.2(d)); provided that approval of such procedures may be limited to particular notices or communications.

 

-130-

---

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(d) Posting. Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Loan or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at dawn.leelum@jpmorgan.com or at such other e-mail address(es) provided to the Borrower from time to time or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. Nothing in this Section 11.2 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

To the extent consented to by the Administrative Agent in writing from time to time, Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents; provided that the Borrower shall also deliver to the Administrative Agent an executed original of each Compliance Certificate required to be delivered hereunder.

Each Loan Party further agrees that Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties have any liability to the Loan Parties, any Lender or any other Person for damages of any kind, including direct or indirect, special, incidental or consequential

 

-131-

---

damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through the Internet, except to the extent the liability of such Person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s gross negligence or willful misconduct.

11.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

11.4 Survival. All covenants, agreements, representations and warranties made by the Loan Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.18, 2.19, 2.20 and 11.5 and Section 9 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

11.5 Expenses; Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement, the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be obligated to pay legal fees and expenses incurred pursuant to clauses (i) and (ii) above in connection with the syndication of the credit facilities or the preparation of the Loan Documents prior to the initial Credit Extension.

 

-132-

---

(b) The Borrower shall indemnify the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), the Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials at, on, under or from any property owned or operated by any Group Member, any Environmental Liability related in any way to any Group Member or any violation of healthcare laws related in any way to any Group Member, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by a Loan Party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have arisen from the material breach by such Indemnitee of this Agreement or to have been incurred primarily by reason of the gross negligence or willful misconduct of such Indemnitee and that if any Indemnitee shall receive indemnification that is later disallowed by this proviso, it shall promptly repay to the Borrower any such funds.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), the Issuing Lender or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be, such Lender’s Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

 

-133-

---

11.6 Successors and Assigns; Participations and Assignments.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than the Borrower or a natural person) (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.1(a), 8.1(b) or 8.1(g) has occurred and is continuing, any other Person (other than a Disqualified Lender); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund; and

(C) the Issuing Lender and the Swingline Lender; provided that no consent of the Issuing Lender or the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, in the case of the Tranche B Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consents; provided that (1) no such consent of the Borrower shall be required if an Event of Default under Sections 8.1(a), (b) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Facility;

 

-134-

---

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (provided that the Administrative Agent may waive such fee in its sole discretion); and

(D) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

For the purposes of this Section 11.6, the term “Approved Fund” has the following meaning:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 11.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Agents, the Borrower, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.7(b) or (c), 3.4, 3.5, 2.17(e) or 11.5, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

 

-135-

---

(c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Lender or the Swingline Lender, sell participations to one or more banks or other entities (other than a Disqualified Lender) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the second proviso to the third sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19 and 2.20, and shall be subject to Section 2.21, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender; provided such Participant shall be subject to Section 11.7(a) as though it were a Lender. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility to determine the compliance of any Lender with the requirements of this Section 11.6(c) (it being understood that each Lender shall be responsible for ensuring its own compliance with the requirements of this Section).

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent, which shall not be unreasonably withheld or delayed. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.19 unless such Participant agrees to comply with Section 2.19(e).

(iii) Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a register on which it enters the names and addresses of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

 

-136-

---

(e) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 11.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

(f) The Borrower, at its sole expense and upon receipt of written notice from the relevant Lender, agrees to issue Note(s) to any Lender requiring Note(s) to facilitate transactions of the type described in this Section 11.6.

11.7 Adjustments; Set-off.

(a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

(c) Notwithstanding the provisions of this Agreement, if at any time any Lender, any Issuing Lender or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any Guarantor into which Medicare and/or Medicaid receivables are deposited, such Lender or Issuing Lender or their applicable Affiliate hereby waives the right of setoff set forth herein.

11.8 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any

 

-137-

---

separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

11.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF).

11.12 Submission to Jurisdiction; Waivers. Each party hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, New York County, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law;

 

-138-

---

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

11.13 Acknowledgments. Each of the Loan Parties hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) neither the Administrative Agent or the Collateral Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent, the Collateral Agent and Lenders, on one hand, and the Loan Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders.

11.14 Releases of Guarantees and Liens.

(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Collateral Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any Collateral or any Guarantor (i) (A) subject to compliance with Section 7.12 and Section 10.9, if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder or (B) at any time that such release would not cause a breach of Section 7.12; provided that, in the case of clauses (A) and (B) no such release shall occur if such Guarantor continues to be a guarantor in respect of the 2020 Senior Notes, the 2022 Senior Notes, the New Senior Notes, any Permitted Other Debt or any Credit Agreement Refinancing Debt, (ii) with (A) the sale of such Collateral or the sale of all or substantially all of Capital Stock of such Guarantor, in each case, to a Person or Persons, none of which is the Borrower or a Subsidiary in compliance with the terms and provisions of the Loan Documents or (B) a transaction that has been consented to in accordance with Section 11.1 or (iii) under the circumstances described in paragraph (b) below.

(b) At such time as the Loans, the LC Disbursements and the other accrued obligations (including accrued indemnity obligations) under the Loan Documents (other than obligations under or in respect of Swap Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by

 

-139-

---

the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

11.15 Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Issuing Lender and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, including by any self-regulatory body having jurisdiction over such Lender, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any pledgee or prospective pledgee referred to in Section 11.6(d) or (iii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

11.16 Headings. Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

11.17 USA PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

11.18 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be

 

-140-

---

increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

11.19 Third Party Beneficiary. None of the provisions contained in this Agreement are intended by the parties hereto, nor shall they be deemed, to confer any benefit on any Person not a party to this Agreement other than, to the extent provided herein, any Indemnitee or Secured Party. The representations and warranties of the Loan Parties contained herein are provided for the benefit of the Administrative Agent, the Collateral Agent, the Issuing Lender and each of the Lenders and their respective successors and permitted assigns in accordance herewith, and are not being provided for the benefit of any other Person (which other Person shall include, for this purpose, without limitation, any shareholder of any Loan Party).

[SIGNATURE PAGES FOLLOW]

 

-141-

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 

 

S-1

---

 

S-2

---

APPENDIX A

Guarantors

ABQ Health Partners, LLC

Alamosa Dialysis, LLC

ARIZONA INTEGRATED PHYSICIANS, INC.

CARROLL COUNTY DIALYSIS FACILITY, INC.

CONTINENTAL DIALYSIS CENTER OF SPRINGFIELD-FAIRFAX, INC.

CONTINENTAL DIALYSIS CENTERS, INC.

DaVita - West, LLC

DaVita of New York, Inc.

DaVita Rx, LLC

Dialysis Holdings, Inc.

Dialysis Specialists of Dallas, Inc.

DNH MEDICAL MANAGEMENT, INC. (dba the Camden Group)

DNP Management Company, LLC

Downriver Centers, Inc.

DVA Healthcare of Maryland, Inc.

DVA HEALTHCARE OF MASSACHUSETTS, INC.

DVA Healthcare of Pennsylvania, Inc.

DVA Healthcare Procurement Services, Inc.

DVA HEALTHCARE RENAL CARE, INC.

DVA Laboratory Services, Inc.

DVA of New York, Inc.

DVA Renal Healthcare, Inc.

EAST END DIALYSIS CENTER, INC.

ELBERTON DIALYSIS FACILITY, INC.

Flamingo Park Kidney Center, Inc.

Fort Dialysis, LLC

FREEHOLD ARTIFICIAL KIDNEY CENTER, L.L.C.

Greenspoint Dialysis, LLC

HealthCare Partners Arizona, LLC

HealthCare Partners ASC - LB, LLC

HealthCare Partners Holdings, LLC

HealthCare Partners Nevada, LLC

HEALTHCARE PARTNERS SOUTH FLORIDA, LLC

HealthCare Partners, LLC

Hills Dialysis, LLC

HOUSTON KIDNEY CENTER/TOTAL RENAL CARE INTEGRATED SERVICE NETWORK LIMITED PARTNERSHIP

JSA Care Partners, LLC

JSA HEALTHCARE CORPORATION

JSA HealthCare Nevada, L.L.C.

JSA Holdings, Inc.

JSA P5 Nevada, L.L.C.

Kidney Care Services, LLC

Knickerbocker Dialysis, Inc.

 

Appendix A-1

---

Las Vegas Solari Hospice Care LLC

Liberty RC, Inc.

Lincoln Park Dialysis Services, Inc.

Maple Grove Dialysis, LLC

MASON-DIXON DIALYSIS FACILITIES, INC.

Medical Group Holding Company, LLC

Nephrology Medical Associates of Georgia, LLC

NEPTUNE ARTIFICIAL KIDNEY CENTER, L.L.C.

North Atlanta Dialysis Center, LLC

North Colorado Springs Dialysis, LLC

Northridge Medical Services Group, Incorporated

Palo Dialysis, LLC

Patient Pathways, LLC

Physicians Choice Dialysis Of Alabama, LLC

Physicians Choice Dialysis, LLC

Physicians Dialysis Acquisitions, Inc.

Physicians Dialysis Ventures, Inc.

Physicians Dialysis, Inc.

Physicians Management, LLC

Renal Life Link, Inc.

Renal Treatment Centers - California, Inc.

Renal Treatment Centers - Hawaii, Inc.

Renal Treatment Centers - Illinois, Inc.

Renal Treatment Centers - Mid-Atlantic, Inc.

Renal Treatment Centers - Northeast, Inc.

RENAL TREATMENT CENTERS – SOUTHEAST, LP

Renal Treatment Centers - West, Inc.

Renal Treatment Centers, Inc.

RMS Lifeline Inc.

Rocky Mountain Dialysis Services, LLC

SHINING STAR DIALYSIS, INC.

Sierra Rose Dialysis Center, LLC

Southwest Atlanta Dialysis Centers, LLC

The DaVita Collection, Inc.

THP Services, Inc.

TOTAL ACUTE KIDNEY CARE, INC.

Total Renal Care, Inc.

Total Renal Care Texas Limited Partnership

Total Renal Laboratories, Inc.

TOTAL RENAL RESEARCH, INC.

TRC - Indiana, LLC

TRC OF NEW YORK, INC.

TRC WEST, INC.

Tree City Dialysis, LLC

VillageHealth DM, LLC

 

Appendix A-2

---

Schedule 1.1

Existing Letters of Credit

 

Loan Party		Issuing Bank		Amount				Beneficiary		L/C No.
DaVita HealthCare Partners Inc.		CSFB			8,920,000			National Union Fire Insurance Co. of Pittsburgh PA		TS-07002067
DaVita HealthCare Partners Inc.		CSFB			14,100,000			National Union Fire Insurance Co. of Pittsburgh PA		TS-07002188
DaVita HealthCare Partners Inc.		JPMorgan			28,000			American Casualty Company of Reading Pennsylvania		TPTS-206601
DaVita HealthCare Partners Inc.		JPMorgan			1,000,000			SCAN Health Plan		TPTS-207249
DaVita HealthCare Partners Inc.		JPMorgan			10,000,000			National Union Fire Insurance Co. of Pittsburgh PA		S-771647
DaVita HealthCare Partners Inc.		Nordea Bank, New York			4,085,777			Pacific Employers Insurance Company		TPTS-205344
DaVita HealthCare Partners Inc.		JPMorgan			1,500,000			National Union Fire Insurance Co. of Pittsburgh PA		TS-07004309
DaVita HealthCare Partners Inc.		JPMorgan			500,000			OMNINET MOUNTAIN, LP		S-645489
DaVita HealthCare Partners Inc.		JPMorgan			3,900,000			National Union Fire Insurance Co. of Pittsburgh & others		JPM TPTS-683015
DaVita HealthCare Partners Inc.		JPMorgan			5,000,000			National Union Fire Insurance Co. of Pittsburgh & others		JPM TPTS-759411
DaVita HealthCare Partners Inc.		JPMorgan			5,000,000			National Union Fire Insurance Co. of Pittsburgh & others		S-312398
DaVita HealthCare Partners Inc.		JPMorgan			11,900,000			National Union Fire Insurance Co. of Pittsburgh PA		S-283094
DaVita HealthCare Partners Inc.		JPMorgan			1,000,000			State of Nevada - Dept of Business & Industry - Div of Insurance		JPM TFTS-392238
DaVita HealthCare Partners Inc.		JPMorgan			318,767			Columbia Casualty Co.		TFTS-254085
DaVita HealthCare Partners Inc.		JPMorgan			300,000			Travelers Indemnity Co.		TFTS-254082
DaVita HealthCare Partners Inc.		JPMorgan			883,000			Liberty Mutual Insurance Co.		TFTS-254083
DaVita HealthCare Partners Inc.		JPMorgan			831,233			Columbia Casualty Co.		TFTS-254071
DaVita HealthCare Partners Inc.		JPMorgan			13,054,560			JPMorgan Chase Bank, Riyad		S-833022

---

Schedule 4.2

Subsidiaries

 

		Current Legal Entities Owned		Record Owner/Percentage Owned/Owner Type		Certificate No.		Number of Shares/Interest				Pledged Percent
1		Aberdeen Dialysis, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 60% - Managing Member Nephrology Investments of Aberdeen, LLC- 40% - Member		N/A			60	%			60	%
2		Able Dialysis, LLC		Total Renal Care, Inc.- 70.5% - Managing Member NMCR Health Dialysis, LLC- 29.5% - Member		N/A			70.5	%			70.5	%
3		ABQ Health Partners Endoscopy Center, LLC		ABQ Health Partners, LLC- 100% - Member		N/A			100	%			100	%
4		ABQ Health Partners, LLC		Medical Group Holding Company- 100% - Member		N/A			100	%			100	%
5		Accountable Kidney Care, LLC		Total Renal Care, Inc. - 100% -Managing Member		N/A			100	%			100	%
6		Acton Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
7		Alamosa Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Member		N/A			100	%			100	%

---

8		Alexandria Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
9		Alomie Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
10		American Fork Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member AFDI, LLC- 40% - Member		N/A			60	%			60	%
11		Amery Dialysis, LLC		Total Renal Care, Inc.- 75% - Managing Member Amery Regional Medical Center, Inc.- 25% - Member		N/A			75	%			75	%
12		Anderson Kidney Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
13		Animas Dialysis, LLC		Total Renal Care, Inc.- 80% - Managing Member LACNA Dialysis Services, P.C.- 20% - Member		N/A			80	%			80	%
14		Arcadia Gardens Dialysis, LLC		Total Renal Care, Inc.- 55% - Managing Member Arcadia Nephrology Group, LLC- 45% - Member		N/A			55	%			55	%
15		Argyle Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
16		Arizona Integrated Physicians, Inc.		HealthCare Partners Arizona, LLC - 100% - Shareholder		1			1,000				100	%

 

Sch 4.2-2

---

17		Astro, Hobby, West Mt. Renal Care Limited Partnership		Total Renal Care, Inc.- 1% - General Partner TRC West, Inc.- 99% - Limited Partner		N/A			100	%			100	%
18		Atlantic Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member Mayo Clinic- 30% - Member		N/A			70	%			70	%
19		Austin Dialysis Centers, L.P.		Total Renal Care, Inc.- 1% - General Partner HMB Holdings, LLC- 13% - Limited Partner Renal Treatment Centers - Southeast, LP- 86% - Limited Partner		N/A			87	%			87	%
20		Bagby Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Managing Member		N/A			100	%			100	%
21		Bainbridge Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 60% - Managing Member BJAMN-FW, LLC- 40% - Member		N/A			60	%			60	%
22		Barnell Dialysis, LLC		Renal Treament Centers - Southeast, LP- 100% - Managing Member		N/A			100	%			100	%
23		Barrington Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
24		Barton Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Kidney Care Tucson, LLC- 49% - Member		N/A			51	%			51	%
25		Basin Dialysis, LLC		Total Renal Care, Inc.- 55% - Managing Member Renal Partners IV, LLc- 45% - Member		N/A			55	%			55	%

 

Sch 4.2-3

---

26		Bastrop Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
27		Bayshore Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
28		Beachside Dialysis, LLC		Affiliated Health Services, Inc. - 10% - Member Harper Woods JV, LLC - 39% - Member Renal Treatment Centers - Illinois, Inc. - Managing Member - 51%		N/A			51	%			51	%
29		Beacon Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 60% - Managing Member Kidney Associates Holding Company, L.C.- 24% - Member Ruth I Wintz MD- 8% - Member Dolon Das MD- 8% - Member		N/A			60	%			60	%
30		Beals Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
31		Bear Creek Dialysis Center, L.P.		Total Renal Care, Inc.- 1% - General Partner Bear Creek Nephrology Group- 30% - Limited Partner TRC West, Inc.- 69% - Limited Partner		N/A			70	%			70	%
32		Beck Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
33		Belfair Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Managing Member		N/A			100	%			100	%

 

Sch 4.2-4

---

34		Bellevue Dialysis, LLC		Katy West Dialysis Partners- 24% - Manager Waseem Peracha, M.D.- 5% - Manager Renal Treatment Centers - Southeast, LP- 51% - Managing Member HNG Horizon Dialysis Partners, LLC- 20% - Member		N/A			51	%			51	%
35		Beverly Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Mountaineer Medical Associate, LLC- 40% - Member		N/A			60	%			60	%
36		Beverly Hills Dialysis Partnership		Total Renal Care, Inc.- 99.955% - General Partner DaVita HealthCare Partners Inc.- 0.045% - Partner		N/A			99.955	%			99.955	%
37		Bidwell Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Member		N/A			100	%			100	%
38		Birch Dialysis, LLC		Total Renal Care, Inc.- 80% - Managing Member Advanced Peritoneal Dialysis, LLC- 9.7% - Member Advanced Dialysis, LLC- 10.3% - Member		N/A			80	%			80	%
39		Bladon Dialysis, LLC		Total Renal Care, Inc.- 60.1% - Managing Member Hutchinson Clinic, P.A.- 13.3% - Member Prairie Dunes Dialysis LLC- 13.3% - Member Promise Regional Medical Center - Hutchinson, Inc.- 13.3% - Member		N/A			60.1	%			60.1	%
40		Blake Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
41		Blanco Dialysis, LLC		Total Renal Care, Inc.- 87.5% - Managing Member Apple Avenue Renal Partners, LLC- 12.5% - Member		N/A			87.50	%			87.50	%

 

Sch 4.2-5

---

42		Bliss Dialysis, LLC		Berkshire Investment Venture, LLC- 40% - Member Total Renal Care, Inc.- 60% - Member		N/A			60	%			60	%
43		Bluegrass Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Nephrology Investments of Florence, LLC- 17% - Member Saint Elizabeth Medical Center, Inc.- 32% - Member		N/A			51	%			51	%
44		Bohama Dialysis, LLC		Total Renal Care, Inc.- 55% - Managing Member Racho Kidney Center LLC- 45% - Member		N/A			55	%			55	%
45		Borrego Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Heartland Dialysis Partners, LLC- 29.5% - Member Community Limited Care Dialysis Center- 19.5% - Member		N/A			51	%			51	%
46		Bottle Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Shawnee Kidney Care, LLC- 49% - Member		N/A			51	%			51	%
47		Bowan Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Beltline Home Dialysis Operation, LLC- 40% - Member		N/A			60	%			60	%
48		Braidwood Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
49		Brantley Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
50		Bridges Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Torch Group, LLC- 49% - Member		N/A			51	%			51	%

 

Sch 4.2-6

---

51		Bright Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 51% - Managing Member Ft. Pierce Kidney Care, LLC- 49% - Member		N/A			51	%			51	%
52		Brighton Dialysis Center, LLC		Renal Treatment Centers - West, Inc.- 60% - Managing Member Western Nephrology & Metabolic Bone Disease, P.C.- 40% - Member		N/A			60	%			60	%
53		Brook Dialysis LLC		Total Renal Care, Inc.- 60% - Managing Member Acei, LLC- 20% - Member Mataji, LLC- 20% - Member		N/A			60	%			60	%
54		Brownsville Kidney Center, Ltd		ISD Renal, Inc.- 90% - Managing Member Preston Ukoli MD- 10% - Member		N/A			90	%			90	%
55		Brownwood Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Promod Duggal MD- 5% - Member Barry Hecht MD- 5% - Member		N/A			90	%			90	%
56		Bruno Dialysis, LLC		Renal Treatment Centers - California, Inc.- 64% - Managing Member Renal Investments Partnership II- 20% - Member NSMG Partners MainPlace, LLC- 16% - Member		N/A			64	%			64	%
57		Buford Dialysis, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 90% - Managing Member Quality Kidney Care, LLC- 10% - Member		N/A			90	%			90	%
58		Bulfinch Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%

 

Sch 4.2-7

---

59		Bullards Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Capital Dialysis, LLC- 49% - Member		N/A			51	%			51	%
60		Burney Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Dwight McLeish MD- 40% - Member		N/A			60	%			60	%
61		Butano Dialysis, LLC		Total Renal Care, Inc.- 75% - Managing Member Hanford Community Hospital, d/b/a Adventist Medical Center - Hanford- 25% - Member		N/A			75	%			75	%
62		Caballo Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
63		Caddo Dialysis, LLC		Total Renal Care, Inc.- 85% - Managing Member Mast Enterprise LLC- 15% - Member		N/A			85	%			85	%
64		Calaveras Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
65		Camino Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Eureka Partners, LLC- 49% - Member		N/A			51	%			51	%
66		Campton Dialysis, LLC		Total Renal Care, Inc.- 90.6504 - Managing Member Zenith Swarthmore, LLC - 9.3496% - Member		N/A			90.6504	%			90.6504	%
67		Cannon Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%

 

Sch 4.2-8

---

68		Canyon Springs Dialysis, LLC		Renal Treatment Centers - California, Inc.- 70% - Managing Member NAMG Dialysis Ventures IV, LLC- 30% - Member		N/A			70	%			70	%
69		Capelville Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
70		Capes Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 85% - Managing Member Arkansas Renal Systems, Inc.- 15% - Member		N/A			85	%			85	%
71		Capital Dialysis Partnership		Total Renal Care, Inc.- 52.595% - General Partner Capital Dialysis, LLC- 47.405% - Partner		N/A			52.60	%			52.60	%
72		Cardinal Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
73		Carlsbad Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member TRIASN, LLC- 30% - Member		N/A			70	%			70	%
74		Carroll County Dialysis Facility Limited Partnership		Carroll County Dialysis Facility, Inc.- 66.67% - General Partner Carroll County Medical Services- 33.33% - Limited Partner		N/A			66.67	%			66.67	%
75		Carroll County Dialysis Facility, Inc.		Total Renal Care, Inc. - 100% - Shareholder		3			100				100	%

 

Sch 4.2-9

---

76		Cascades Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 55% - Managing Member Helen H. Lee, M.D.- 1% - Member Anil Sheth, M.D.- 3.75% - Member Rupinder Chatha, M.D.- 3.75% - Member Richard Foley, M.D.- 11.25% - Member Rendentor Roy, M.D.- 3.75% - Member Vijayaprakash Sreenarasimhaiah, M.D.- 3.75% - Member Washington Sereatan, M.D.- 3.75% - Member Gene Forrester, M.D.- 10.25% - Member Ariel Velasco, M.D.- 3.75% - Member		N/A			55	%			55	%
77		Catello Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
78		Caverns Dialysis, LLC		Total Renal Care, Inc.- 84.6% - Managing Member Radburn Dialysis Center Physicians, LLC- 15.4% - Member		N/A			84.6	%			84.6	%
79		Cedar Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member Medical Sciences Consultants, LLC- 20% - Member Rabia Al-Sbaiti MD- 10% - Member		N/A			70	%			70	%
80		Centennial LV, LLC		Total Renal Care, Inc.- 51% - Managing Member Centennial HD LLC- 49% - Member		N/A			51	%			51	%
81		Central Carolina Dialysis Centers, LLC		Total Renal Care of North Carolina, LLC- 100% - Member		N/A			100	%			100	%
82		Central Georgia Dialysis, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 70% - Managing Member Martinez Business Holdings, LLLP- 30% - Member		N/A			70	%			70	%

 

Sch 4.2-10

---

83		Central Iowa Dialysis Partners, LLC		Renal Treatment Centers - Illinois, Inc.- 70% - Managing Member Central Iowa Dialysis Investors, LLC- 30%		N/A			70	%			70	%
84		Central Kentucky Dialysis Centers, LLC		Renal Treatment Centers - Illinois, Inc.- 80% - Managing Member Patel Family Dialysis, LLC- 10% - Member Bhatti Investments, LLC- 10% - Member		N/A			80	%			80	%
85		Cerito Dialysis Partners, LLC		Total Renal Care, Inc.- 60% - Managing Member Mittal Dialysis Enterprises, PLLC- 40% - Member		N/A			60	%			60	%
86		Chadron Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Member		N/A			100	%			100	%
87		Channel Dialysis, LLC		NAMG DIALYSIS VENTURES VII, LLC- 30% - Managing Member Total Renal Care, Inc.- 60% - Member Bryan L. Stone, M.D.- 10% - Member		N/A			60	%			60	%
88		Cheraw Dialaysis, LLC		Total Renal Care, Inc. - 100% - Managing Member		N/A			100	%			100	%
89		Chicago Heights Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 77.93% - Managing Member William B Evans MD- 22.07% - Member		N/A			77.93	%			77.93	%
90		Chipeta Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-11

---

91		Churchill Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 70% - Managing Member Valley Baptist Medical Center- 30% - Member		N/A			70	%			70	%
92		Cimarron Dialysis, LLC		DVA Renal Healthcare, Inc.- 55% - Managing Member Heartland Dialysis Partners, LLC- 45% - Member		N/A			55	%			55	%
93		Cinco Rios Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member NAMG Dialysis Ventures VIII, LLC- 40% - Member		N/A			60	%			60	%
94		Clark Dialysis, LLC		Total Renal Care, Inc.- 79% - Managing Member Annapolis Nephrology, LLC- 21% - Member		N/A			79	%			79	%
95		Clayton Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 80% - Managing Member JAMN Partners, LLC- 20% - Member		N/A			80	%			80	%
96		Clearee Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
97		Cleburne Dialysis, LLC		Total Renal Care, Inc.- 50.1% - Managing Member Coral Hills Nephrology, LLC- 49.9% - Member		N/A			50.1	%			50.1	%
98		Clifton Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Managing Member		N/A			100	%			100	%
99		Clinton Township Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 60% - Managing Member Midwest Clinton Township JV, LLC- 40% - Member		N/A			60	%			60	%

 

Sch 4.2-12

---

100		Clover Dialysis, LLC		Total Renal Care, Inc.- 92.1894% - Managing Member Premier Dialysis LLC- 7.8106% - Member		N/A			92.1894	%			92.1894	%
101		Coast Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Coast Dialysis Partners, LLC- 49% - Member		N/A			51	%			51	%
102		Cobbles Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
103		Colleton Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member Clinton Dialysis JV LLC- 30% - Member		N/A			70	%			70	%
104		Columbus-RNA-DaVita, LLC		DVA Renal Healthcare, Inc.- 60% - Managing Member RNA Dialysis Ventures, LLC- 40% - Member		N/A			60	%			60	%
105		Commerce Township Dialysis Center, LLC		Renal Treatment Centers - Illinois, Inc.- 55% - Managing Member Commerce Dialysis, LLC- 10% - Member Huron Valley Dialysis, LLC- 35% - Member		N/A			55	%			55	%
106		Conconully Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Laurel Meadows Partners, Inc.- 10% - Member		N/A			90	%			90	%
107		Continental Dialysis Center of Springfield-Fairfax, Inc.		Total Renal Care, Inc.- 100%- Common - Shareholder		22			95				100	%
108		Continental Dialysis Centers, Inc.		Total Renal Care, Inc.- 100%- Common - Shareholder		9			100				100	%

 

Sch 4.2-13

---

109		Coral Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
110		Cottonwood Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			None
111		Court Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Adena Health System- 49% - Member		N/A			51	%			51	%
112		Cowell Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Mount Sinai Hospital Medical Center of Chicago- 22% - Member Zoa Associates, Inc.- 27% - Member		N/A			51	%			51	%
113		Creek Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
114		Crystals Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member NAMG Dialysis Ventures V, LLC- 30% - Member		N/A			70	%			70	%
115		Curecanti Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 61% - Managing Member Osunsanya Dialysis, LLC- 13% - Member Gregory Wells MD- 13% - Member Sriram, LLC- 13% - Member		N/A			61	%			61	%
116		Curlew Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Jonathan Nester MD- 10% - Member		N/A			90	%			90	%

 

Sch 4.2-14

---

117		Dallas-Fort Worth Nephrology II, LLC		Renal Treatment Centers - Southeast, LP- 100% - Managing Member		N/A			100	%			100	%
118		Dallas-Fort Worth Nephrology, L.P.		Total Renal Care, Inc.- 1% - General Partner HEAL Partners, LLC- 7.65% - Limited Partner TRC West, Inc.- 91.35% - Limited Partner		N/A			92.35	%			92.35	%
119		Damon Dialysis, LLC		Total Renal Care, Inc.- 55% - Managing Member American Health Network of Indiana, LLC- 45% - Member		N/A			55	%			55	%
120		Davis Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 95% - Managing Member Northwest Iowa Hospital Corporation- 5% - Member		N/A			95	%			95	%
121		DaVita - Riverside II, LLC		Renal Treatment Centers - California, Inc.- 60% - Managing Member NAMG Dialysis Ventures II, LLC- 40% - Member		N/A			60	%			60	%
122		DaVita - West, LLC		Renal Treatment Centers, Inc.- 100% - Managing Member		N/A			100	%			100	%
123		DaVita Dakota Dialysis Center, LLC		Renal Treatment Centers - West, Inc.- 55% - Managing Member Red River Valley Dialysis, LLC- 45% - Member		N/A			55	%			55	%
124		DaVita El Paso East, L.P.		Total Renal Care, Inc.- 1% - General Partner Eastside Dialysis Consultants, LLC- 40% - Limited Partner TRC West, Inc.- 59% - Limited Partner		N/A			60	%			60	%

 

Sch 4.2-15

---

125		DaVita HealthCare Partners Inc.		N/A		N/A			N/A				NA
126		DaVita of New York, Inc.		DaVita HealthCare Partners Inc.- 100%- Common Voting- Shareholder		2			100				100	%
127		DaVita Rx, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
128		DaVita Tidewater - Virginia Beach, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 100% - Member		N/A			100	%			100	%
129		DaVita Tidewater, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 100% - Member		N/A			100	%			100	%
130		DaVita-Riverside, LLC		Renal Treatment Centers - California, Inc.- 60% - Managing Member NAMG Dialysis Ventures, LLC- 40% - Member		N/A			60	%			60	%
131		Desoto Dialysis, LLC		Akinfemi Afolabi, M.D., LLC- 40% - Member Total Renal Care, Inc.- 60% - Member		N/A			60	%			60	%
132		Diablo Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Managing Member		N/A			100	%			100	%
133		Dialysis Holdings, Inc.		DVA Renal Healthcare, Inc.- 100% - Shareholder		1			40,000,000				100	%

 

Sch 4.2-16

---

134		Dialysis of Des Moines, LLC		Renal Treatment Centers - Illinois, Inc.- 51% - Managing Member Quality Renal Services, L.L.C.- 49% - Member		N/A			51	%			51	%
135		Dialysis of North Atlanta, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 100% - Manager		N/A			100	%			100	%
136		Dialysis of Northern Illinois, LLC		Renal Treatment Centers - Illinois, Inc.- 60% - Managing Member Rockford Nephrology Partners, Ltd.- 40% - Member		N/A			60	%			60	%
137		Dialysis Specialists of Dallas, Inc.		Total Renal Care, Inc.- 100%- Common - Shareholder		5			10,000				100	%
138		DNH Medical Management, Inc. (dba the Camden Group)		HealthCare Partners, LLC- 100% - Shareholder		43			4,175				100	%
139		DNP Management Company, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
140		Dolores Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member David M. Alderman- 19.5% - Member Bryan L. Stone- 19.5% - Member NAMG Dialysis Ventures VI, LLC- 10% - Member		N/A			51	%			51	%
141		Dome Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Westerville Renal Care, LLC- 49% - Member		N/A			51	%			51	%

 

Sch 4.2-17

---

142		Doves Dialysis, LLC		DVA Renal Healthcare, Inc.- 70% - Managing Member Inland South Dialysis, LLC- 30% - Member		N/A			70	%			70	%
143		Downriver Centers, Inc.		Renal Treatment Centers - Illinois, Inc.- 100%- Common - Shareholder		14			125				100	%
144		Downtown Houston Dialysis Center, L.P.		Total Renal Care, Inc.- 1% - General Partner Stephen Fadem, M.D.- 5% - Limited Partner Wasae Tabibi, M.D.- 5% - Limited Partner URR, LLC- 25% - Limited Partner TRC West, Inc.- 59% - Limited Partner Joey Buquing, M.D.- 5% - Limited Partner		N/A			0.6				60	%
145		Durango Dialysis Center, LLC		Renal Treatment Centers - West, Inc.- 51% - Managing Member Mark F. Bevan, M.D.- 44% - Member Mark Saddler, M.D.- 5% - Member		N/A			51	%			51	%
146		DVA Healthcare - Southwest Ohio, LLC		Community Limited Care Dialysis Center- 19.5% - Member DVA Renal Healthcare, Inc.- 80.5% - Member		N/A			80.5	%			80.5	%
147		DVA Healthcare of Maryland, Inc.		DVA Renal Healthcare, Inc.- 100% - Shareholder		2			2,000				100	%
148		DVA Healthcare of Massachusetts, Inc.		DVA Renal Healthcare, Inc.- 100%- Common - Shareholder		1			1,000				100	%
149		DVA Healthcare of New London, LLC		DVA Renal Healthcare, Inc.- 51% - Managing Member L & M Home Care Services, Inc.- 24.5% - Member CONNcare, Inc.- 24.5% - Member		N/A			51	%			51	%

 

Sch 4.2-18

---

150		DVA Healthcare of Norwich, LLC		DVA Renal Healthcare, Inc.- 51% - Managing Member CONNcare, Inc.- 49% - Member		N/A			51	%			51	%
151		DVA Healthcare of Pennsylvania, Inc.		DVA Renal Healthcare, Inc.- 100%- Common - 1,000		2			1,000				100	%
152		DVA Healthcare of Tuscaloosa, LLC		DVA Renal Healthcare, Inc.- 51% - Managing Member DCH Holdings, Inc.- 49% - Member		N/A			51	%			51	%
153		DVA Healthcare Procurement Services, Inc.		DVA Renal Healthcare, Inc.- 100%- Common - Shareholder		2			100				100	%
154		DVA Healthcare Renal Care, Inc.		Dialysis Holdings, Inc.- 100%- Common - Shareholder		1			250				100	%
155		DVA Laboratory Services, Inc.		DVA Renal Healthcare, Inc.- 100%- Common - Shareholder		4			100				100	%
156		DVA of New York, Inc.		DVA Renal Healthcare, Inc.- 100% - Shareholder		2			100				100	%
157		DVA Renal Healthcare, Inc.		DaVita HealthCare Partners Inc.- 100%- Common - Shareholder		4			10,000				100	%
158		DVA/Washington University Healthcare of Greater St. Louis, LLC		DVA Renal Healthcare, Inc.- 51% - Managing Member Washington University- 49% - Member		N/A			51	%			51	%

 

Sch 4.2-19

---

159		East End Dialysis Center, Inc.		Total Renal Care, Inc.- 100%- Common - Shareholder		2			1,000				100	%
160		East Ft. Lauderdale, LLC		Renal Treatment Centers - Southeast, LP- 60% - Managing Member Albert Casaretto, M.D.- 40% - Member		N/A			60	%			60	%
161		East Houston Kidney Center, L.P.		Total Renal Care, Inc.- 1% - General Partner Julie Robeson, M.D.- 8% Stephen Fadem, M.D.- 8% Wasae Tabibi, M.D.- 8% URR, LLC- 8% TRC West, Inc.- 59% Joey Buquing, M.D.- 8%		N/A			60	%			60	%
162		Ebrea Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Kidney Doctors Home Therapies, LLC- 40% - Member		N/A			60	%			60	%
163		Edisto Dialysis, LLC		Total Renal Care, Inc. - 100% - Managing Member		N/A			100	%			100	%
164		Elberton Dialysis Facility, Inc.		Total Renal Care, Inc.- 100%- Common - Shareholder		6			750				100	%
165		Eldrist Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
166		Elgin Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 90% - Managing Member AccessCare Dialysis, LLC- 10% - Member		N/A			90	%			90	%

 

Sch 4.2-20

---

167		Elk Grove Dialysis Center, LLC		Renal Treatment Centers - California, Inc.- 51% - Managing Member Jane O’Green Koening, M.D., Inc.- 33% - Member Ratnaji Nallamothu, M.D.- 16% - Member		N/A			51	%			51	%
168		Empire State DC, Inc.		DaVita of New York, Inc.- 100%- Common Shareholder		N/R1			100				100	%
169		Enchanted Dialysis, LLC		Knickerbocker Dialysis, Inc.- 60% - Managing Member Rochester General Hospital- 40% - Member		N/A			60	%			60	%
170		Etowah Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member St. Luke’s Health Network, Inc.- 40% - Member		N/A			60	%			60	%
171		Eufaula Dialysis, LLC		Total Renal Care, Inc.- 63.676781% - Managing Member M&S Dialysis, LLC- 16.323219% - Member St. Joseph’s Hospital and Medical Center- 20% - Member		N/A			63.676781	%			63.676781	%
172		Everglades Dialysis, LLC		Munson Dialysis Center- 10% - Member Total Renal Care, Inc.- 90% - Member		N/A			90	%			90	%
173		Fairfield Dialysis, LLC		Total Renal Care, Inc.- 84% - Managing Member Dialysis Asset Management, LLC- 16% - Member		N/A			84	%			84/	%
174		Falcon, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-21

---

175		Fanthorp Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Mankato Clinic, Ltd.- 40% - Member		N/A			60	%			60	%
176		Farragut Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Managing Member		N/A			100	%			100	%
177		Fenton Dialysis, LLC		Total Renal Care, Inc.-60% - Managing Member AXOLOTL, LLC - 40% - Member		N/A			60	%			60	%
178		Fields Dialysis, LLC		Total Renal Care, Inc.- 80% - Managing Member Nephrology Investments of Florence, LLC- 20% - Member		N/A			80	%			80	%
179		Five Star Dialysis, LLC		Total Renal Care, Inc. - 51% - Managing Member FSD, LLC - 49% - Member		N/A			51	%			51	%
180		Flagler Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
181		Flamingo Park Kidney Center, Inc.		Total Renal Care, Inc.- 100%- Common - Shareholder		6			85				100	%
182		Flor Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Member		N/A			100	%			100	%
183		Forester Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Renal Investors, LLC- 10% - Member		N/A			90	%			90	%

 

Sch 4.2-22

---

184		Fort Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
185		Foss Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
186		Freehold Artificial Kidney Center, L.L.C.		DVA Renal Healthcare, Inc.- 100% - Member		N/A			100	%			100	%
187		Freeportbay Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Rockford Nephrology Associates, LLC- 10% - Member		N/A			90	%			90	%
188		Fremont Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member MKC Bloomfield Hills Dialysis Center, LLC- 49% - Member		N/A			51	%			51	%
189		Fullerton Dialysis Center, LLC		Renal Treatment Centers - California, Inc.- 60% - Managing Member Renal Investment Partnership II- 40% - Member		N/A			60	%			60	%
190		Ganois Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
191		Gardenside Dialysis, LLC		Total Renal Care, Inc.- 82.5% - Managing Member Mast Enterprise LLC- 17.5% - Member		N/A			82.5	%			82.5	%
192		Garner Dialysis, LLC		Mary Greeley Medical Center 1111- 40% - Member Renal Treatment Centers - Illinois, Inc.- 60% - Member		N/A			60	%			60	%

 

Sch 4.2-23

---

193		Garrett Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member JVBURNS, LLC- 49% - Member		N/A			51	%			51	%
194		GDC Resources, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
195		Gertrude Dialysis, LLC		Renal Treatment Centers - Southeast, LP - 100% - Member		N/A			100	%			100	%
196		Geyser Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 51% - Managing Member Northern Iowa Dialysis Investors, LLC- 49% - Member		N/A			51	%			51	%
197		GiveLife Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 60% - Managing Member Midwest Grosse Pointe JV LLC- 40% - Member		N/A			60	%			60	%
198		Givhan Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
199		Glacier Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 69% - Managing Member 1960 Medical Directorship, LLC- 31% - Member		N/A			69	%			69	%
200		Glassland Dialysis, LLC		Total Renal Care, Inc.- 96% - Managing Member Jack E. Rubin MD- 4% - Member		N/A			96	%			96	%
201		Golden Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 90% - Managing Member KAHD Capital, LLC- 10% - Member		N/A			90	%			90	%

 

Sch 4.2-24

---

202		Golden Sun Bear, LLC		RMS Lifeline Inc.- 100% - Member		N/A			100	%			100	%
203		Goldendale Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Brookstone Renal HHD, LLC- 49% - Member		N/A			51	%			51	%
204		Goliad Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Capital Dialysis, LLC- 49% - Member		N/A			51	%			51	%
205		Gordina Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
206		Goza Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
207		Grand Home Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member The Ishanashi Family Limited Liability Partnership- 16.33% - Member Tara’s Holdings LLC- 17.33% - Member Sandip G Patel MD- 2% - Member The Azanaf Family Limited Liability Partnership- 13.33% - Member		N/A			51	%			51	%
208		Great Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 60% - Managing Member McKinney Dialysis Investors, Inc.- 40% - Member		N/A			60	%			60	%
209		Greater Las Vegas Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member RRT, LLC- 40% - Member		N/A			60	%			60	%

 

Sch 4.2-25

---

210		Greater Los Angeles Dialysis Centers, LLC		Total Renal Care, Inc.- 52.59% - Managing Member Mendez Transplant Associates- 25.56% - Member Rafael G. Mendez, M.D.- 7.9% - Member Robert Mendez, M.D.- 7.9% - Member National Renal Transplant Services, Inc.- 6.05% - Member		N/A			52.59	%			52.59	%
211		Green Country Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 60% - Managing Member Renal Dialysis Associates of Davenport, P.C.- 26.67% - Member Rajendra Dahal MD- 13.33% - Member		N/A			60	%			60	%
212		Green Desert Dialysis, LLC		Total Renal Care, Inc.- 55% - Managing Member Barney, Makhija & Qazi LLC- 45% - Member		N/A			55	%			55	%
213		Greenleaf Dialysis, LLC		Total Renal Care, Inc.- 60% - Member Central Florida Purchasing Cooperative, LLC- 40%		N/A			60	%			60	%
214		Greenspoint Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Member		N/A			100	%			100	%
215		Greenwood Dialysis, LLC		Renal Treatment Centers - West, Inc.- 85% - Managing Member Greenwood Investment Group, LLC- 15% - Member		N/A			85	%			85	%
216		Griffin Dialysis, LLC		Total Renal Care, Inc.- 54% - Managing Member Capital Dialysis, LLC- 46% - Member		N/A			54	%			54	%
217		Griffs Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%

 

Sch 4.2-26

---

218		Grove Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
219		Gulch Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
220		Hagerstown Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Antietam Dialysis, LLC- 40% - Member		N/A			60	%			60	%
221		Hanford Dialysis, LLC		DVA Healthcare Renal Care, Inc.- 100% - Member		N/A			60	%			60	%
222		Hardy Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			60	%
223		Harmony Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Steven Ong MD- 10% - Member		N/A			90	%			90	%
224		Harris Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 60% - Managing Member Athens Dialysis Holdings, LLC- 40% - Member		N/A			60	%			60	%
225		Hart Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Nirav Gandhi MD- 5% - Member Nausheen Ali MD- 19% - Member Exceptional Renal Care, LLC- 25% - Member		N/A			51	%			51	%

 

Sch 4.2-27

---

226		Hawaiian Gardens Dialysis Center, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
227		Hazelton Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
228		Headlands Dialysis, LLC		Renal Treatment Centers - Southeast, LP - 100% - Member		N/A			100	%			100	%
229		HealthCare Partners Arizona, LLC		HealthCare Partners, LLC- 100% - Member		N/A			100	%			100	%
230		HealthCare Partners ASC-LB, LLC		HealthCare Partners Associates Medical Group, Inc.- 1% - Member HealthCare Partners, LLC- 99% - Member		N/A			100	%			100	%
231		HealthCare Partners Holdings, LLC		DaVita HealthCare Partners Inc.- 100%- Member		N/A			100	%			100	%
232		HealthCare Partners Nevada, LLC		HealthCare Partners, LLC- 100% - Member		N/A			100	%			100	%
233		HealthCare Partners South Florida, LLC		HealthCare Partners, LLC- 100% - Member		N/A			100	%			100	%
234		HealthCare Partners, LLC		HealthCare Partners Holdings, LLC- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-28

---

235		Heavener Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
236		Heideck Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
237		Heyburn Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Hilliard Partners, LLC- 24.5% - Member RNA Dialysis Ventures, LLC- 24.5% - Member		N/A			51	%			51	%
238		Hialeah Kidney Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
239		Higbee Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 90% - Managing Member The Dialysis Cottage, LLC- 10% - Member		N/A			90	%			90	%
240		Hills Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
241		Hochatown Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 75% - Managing Member Renal Reddy, LLC- 5% - Member Douglas Park I, Ltd.- 20% - Member		N/A			75	%			75	%
242		Holiday Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%

 

Sch 4.2-29

---

243		Honey Dialysis, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 100% - Member		N/A			100	%			100	%
244		Honeyman Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 51% - Managing Member IPC Nephrology, PLLC- 44% - Member St. Luke’s Methodist- 5% - Member		N/A			51	%			51	%
245		Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership		Total Renal Care, Inc.- 1% - General Partner TRC West, Inc.- 99% - Limited Partner		N/A			100	%			100	%
246		Hugo Dialysis, LLC		Renal Treatment Centers - Southeast, LP - 100% - Member		N/A			100	%			100	%
247		Humboldt Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Southcoast Medical Group, LLC- 40% - Member		N/A			60	%			60	%
248		Hunter Dialysis, LLC		Total Renal Care, Inc.-95% - Managing Member SYS Consultants, Inc. - 5% - Member		N/A			95	%			95	%
249		Huntington Artificial Kidney Center, Ltd.		DaVita of New York, Inc.- 100%- Common - Shareholder		N/R1			200				100	%
250		Huntington Park Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-30

---

251		Hunts Dialysis, LLC		Renal Treatment Centers - Southeast, LP - 60% - Managing Member Round Rock Dialysis LLC - 40% - Member		N/A			60	%			60	%
252		Hyde Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Capital Dialysis, LLC- 49% - Member		N/A			51	%			51	%
253		Indian River Dialysis Center, LLC		Renal Treatment Centers - Southeast, LP- 83.32% - Managing Member PRI Dialysis, LLC- 16.68% - Member		N/A			83.32	%			83.32	%
254		Ionia Dialysis, LLC		Renal Life Link, Inc.- 55% - Managing Member Ionia Dialysis Operations, LLC- 32% - Member Royal Spartan Holdings, LLC- 13% - Member		N/A			55	%			55	%
255		ISD Bartlett, LLC		ISD Renal, Inc.- 93% - Managing Member Omar Hamze MD- 7% - Member		N/A			93	%			0	%
256		ISD Brandon, LLC		ISD Renal, Inc.- 56.6% - Managing Member Gary Davis MD- 13.3% - Member James Bill Moore MD- 30.1% - Member		N/A			56.60	%			0	%
257		ISD Buffalo Grove, LLC		ISD Renal, Inc.- 100% - Member		N/A			100	%			0	%
258		ISD Canton, LLC		ISD Renal, Inc.- 90% - Managing Member S.B. Holdings, LLC- 10% - Member		N/A			100	%			0	%
259		ISD Corpus Christi, LLC		ISD Renal, Inc.- 100% - Member		N/A			100	%			0	%

 

Sch 4.2-31

---

260		ISD I Holding Company, Inc.		DVA Healthcare Renal Care, Inc.- 100%- Common - Shareholder		3			1,000				100	%
261		ISD Kansas City, LLC		ISD Renal, Inc.- 100% - Member		N/A			100	%			0	%
262		ISD Kendallville, LLC		ISD Renal, Inc.- 100% - Member		N/A			100	%			0	%
263		ISD Las Vegas, LLC		ISD Renal, Inc.- 90% - Managing Member Dialysis Associates of Nevada, LLC- 10% - Member		N/A			90	%			0	%
264		ISD Lees Summit, LLC		ISD Renal, Inc.- 80% - Managing Member Barry C Wood MD- 10% - Member Jim I Mertz MD- 10% - Member		N/A			80	%			0	%
265		ISD Plainfield, LLC		ISD Renal, Inc.- 74% - Managing Member NIM Investment Holdings, LLC- 26% - Member		N/A			74	%			0	%
266		ISD Renal, Inc.		ISD II Holding Company, Inc.- 100%- Common -Shareholder		C-4			100				0
267		ISD Schaumburg, LLC		ISD Renal, Inc.- 100% - Member		N/A			100	%			0	%
268		ISD Spring Valley, LLC		ISD Renal, Inc.- 51% - Managing Member Sun Valley Dialysis, LLC- 49% - Member		N/A			51	%			0	%

 

Sch 4.2-32

---

269		ISD Summit Renal Care, LLC		ISD Renal, Inc.- 95% - Managing Member NEONA, LLC- 5% - Member		N/A			95	%			0	%
270		ISD Trenton, LLC		ISD Renal, Inc.- 92.5% - Managing Member Mercer Renal Associates- 7.5% - Member		N/A			92.5	%			0.0	%
271		Jacinto Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Ardmore Center Ranch, Inc.- 10% - Member		N/A			90	%			90	%
272		Jedburg Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Jedburg Dialysis Partners, LLC- 40% - Member		N/A			60	%			60	%
273		Joshua Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Andover Dialysis Center, LLC- 49% - Member		N/A			51	%			51	%
274		JSA Care Partners, LLC		HealthCare Partners Accountable Care Organization, LLC- 100% - Member		N/A			100	%			100	%
275		JSA Healthcare Corporation		JSA Holdings, Inc.- 100% - Shareholder		102			1130.906				100	%
276		JSA Healthcare Nevada, L.L.C.		JSA Holdings, Inc.- 100% - Member		N/A			1				100	%
277		JSA Holdings, Inc.		HealthCare Partners, LLC- 100% - Member		24			1000				100	%

 

Sch 4.2-33

---

278		JSA P5 Nevada, L.L.C.		JSA Holdings, Inc.- 100% - Member		N/A			100	%			100	%
279		Kamiah Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
280		Kavett Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member Advanced Dialysis Institute, Inc.- 30% - Member		N/A			70	%			70	%
281		Kearn Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 60% - Managing Member Georgetown Dialysis, LLC- 40% - Member		N/A			60	%			60	%
282		Kenai Dialysis, LLC		Total Renal Care, Inc.- 94.76% - Managing Member ARIA Investors, LLC- 5.24% - Member		N/A			94.76	%			94.76	%
283		Kerricher Dialysis, LLC		Renal Treatment Centers - Southeast, LP - 100% - Member		N/A			100	%			100	%
284		Kidney Care Services, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
285		Kidney Centers of Michigan, L.L.C.		Renal Treatment Centers - Illinois, Inc.- 100% - Member		N/A			100	%			100	%
286		Kidney Home Center, LLC		Total Renal Care, Inc.- 51% -Managing Member Home Dialysis Specialists, LLC- 49% - Member		N/A			51	%			51	%

 

Sch 4.2-34

---

287		Kimball Dialysis, LLC		Total Renal Care, Inc.- 60% - Member NEPA Nephrology Commonwealth, LLC- 40% - Member		N/A			60	%			60	%
288		Kinswa Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 60% - Managing Member Indus Investments of Fremont, LLC- 40% - Member		N/A			60	%			60	%
289		Knickerbocker Dialysis, Inc.		DaVita of New York, Inc.- 100%- Common - Shareholder		3			100				100	%
290		Kobuk Dialysis, LLC		Renal Treatment Centers - Illlinois, Inc.- 100% - Member		N/A			100	%			100	%
291		Lakeshore Dialysis, LLC		Total Renal Care, Inc.- 55% - Managing Member Renal Partners V, LLC- 45% - Member		N/A			55	%			55	%
292		Landing Dialysis, LLC		Total Renal Care, Inc.- 83.1% - Managing Member Muhammad Ahsan Baig MD- 1.9% - Member Alexander Kosenko MD- 5% - Member Peter Barzyk MD- 5% - Member Asim Singh MD- 5% - Member		N/A			83.10	%			83.10	%
293		Landsford Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
294		Lapham Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member North Atlanta Nephrology, LLC- 10% - Member		N/A			90	%			90	%

 

Sch 4.2-35

---

295		Las Olas De Sequoia, LLC		RMS Lifeline Inc.- 51% - Managing Member South Florida Vascular Solutions, LLC- 49% - Member		N/A			51	%			51	%
296		Las Vegas Pediatric Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member PEDS HD, LLC- 40% - Member		N/A			60	%			60	%
297		Las Vegas Solari Hospice Care LLC		HealthCare Partners Nevada, LLC- 100% - Member		N/A			100	%			100	%
298		Lassen Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
299		Lathrop Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 80% - Managing Member Thomas Rajan MD- 10% - Member Carlos Bahrami MD- 10% - Member		N/A			80	%			80	%
300		Latrobe Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Stanley Vermillion MD- 20% - Member Martin Tran, D.O.- 20% - Member		N/A			60	%			60	%
301		Lawrenceburg Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 60% - Managing Member Pupizion, Inc.- 20% - Member Bepo, Inc.- 20% - Member		N/A			60	%			60	%
302		Leasburg Dialysis, LLC		Total Renal Care, Inc.- 55% - Managing Member NASTL Dialysis, LLC- 45% - Member		N/A			55	%			55	%

 

Sch 4.2-36

---

303		Liberty RC, Inc.		DaVita of New York, Inc.- 100%- Common - 100- Shareholder		5			100	%			100	%
304		Lifeline Pensacola, LLC		RMS Lifeline Inc.- 100% - Member		N/A			100	%			100	%
305		Lifeline Vascular Center- Niceville, LLC		RMS Lifeline Inc. - 51% - Managing Member CVI Management, L.L.C. - 49% - Member		N/A			51	%			51	%
306		Lifeline Vascular Center Of South Orlando, LLC		RMS Lifeline Inc.- 80% - Managing Member IMS Vascular Partners of Orlando, Inc.- 20% - Member		N/A			80	%			80	%
307		Lifeline Vascular Center- Orlando, LLC		RMS Lifeline Inc.- 80% - Managing Member Renal Access of Central Florida, LLC- 20% - Member		N/A			80	%			80	%
308		Lighthouse Dialysis, LLC		Total Renal Care, Inc.- 65% - Managing Member Hanford Community Hospital, dba Adventist Medical Center - CA- 25% - Member Thong Do, MD, Inc.- 5% - Member Tom Yang, MD, Inc.- 5% - Member		N/A			65	%			65	%
309		Limon Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member District Heights Nephrology, LLC- 49% - Member		N/A			51	%			51	%
310		Lincoln Park Dialysis Services, Inc.		Total Renal Care, Inc.- 100%- Common - Shareholder		3			1,000				100	%

 

Sch 4.2-37

---

311		Lincolnton Dialysis, LLC		Total Renal Care, Inc.- 77% - Managing Member Renal Partners LLC- 12.5% - Member Intermed Consultants Holdings, LLC- 10.5% - Member		N/A			89.50	%			89.50	%
312		Little Rock Dialysis Centers, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
313		Livingston Dialysis, LLC		Total Renal Care, Inc.- 90.453% - Managing Member Forest Hill Nephrology Group, LLC- 9.547% - Member		N/A			89.50	%			89.50	%
314		Llano Dialysis, LLC		DVA Healthcare Renal Care, Inc.- 60% - Managing Member East Bay Nephrology Dialysis Holdings II, LLC- 40% - Member		N/A			60	%			60	%
315		Lockhart Dialysis, LLC		Total Renal Care, Inc.- 55% - Managing Member Pahrump HD, LLC- 45% - Member		N/A			55	%			55	%
316		Lockport Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
317		Lone Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
318		Long Beach Dialysis Center, LLC		Renal Treatment Centers - California, Inc.- 93.3111% - Managing Member JAYRAJ Enterprises, LLC- 6.6889% - Member		N/A			93.3111	%			93.3111	%
319		Longworth Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member CN Ventures, LLC- 40% - Member		N/A			60	%			60	%

 

Sch 4.2-38

---

320		Lord Baltimore Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Rolling Run Investors, LLC- 49% - Member		N/A			51	%			51	%
321		Lory Dialysis, LLC		Total Renal Care, Inc.- 80% - Managing Member Nephrology Investments of Central Ohio, LLC- 20% - Member		N/A			80	%			80	%
322		Los Arcos Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
323		Loup Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member NHS Fenton, LLC- 40% - Member		N/A			60	%			60	%
324		Lourdes Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Renal Ventures of Central Florida, LLC- 40% - Member		N/A			60	%			60	%
325		Lurleen Dialysis, LLC		Total Renal Care, Inc.- 83% - Managing Member Mast Enterprise LLC- 17% - Member		N/A			83	%			83	%
326		Mackinaw Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
327		Madison Dialysis, LLC		Renal Treatment Centers - Southeast, LP - 100% - Member		N/A			100	%			100	%
328		Magnolia Dialysis, LLC		Total Renal Care, Inc. - 60% - Managing Member Ibis East, LLC - 40% - Member		N/A			60	%			60	%

 

Sch 4.2-39

---

329		Magoffin Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member Deborah Medical Investment, LLC- 10% - Member Kidney Care Ventures - Browns Mills, LLC- 20% - Member		N/A			70	%			70	%
330		Mahoney Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Union County Hospital Association- 6% - Member Dennison Renal Meadowhawk Dialysis, LLC- 21.5% - Member RNA Dialysis Ventures, LLC- 21.5% - Member		N/A			51	%			51	%
331		Mammoth Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Orlando Castillo MD- 10% - Member Jayesh Shah MD- 8% - Member Jason Rothschild MD- 10% - Member Pablo Ruiz-Ramon MD- 7% - Member Lawrence Wong MD- 5% - Member		N/A			60	%			60	%
332		Manchester Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
333		Manito Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
334		Manzano Dialysis, LLC		Total Renal Care, Inc.- 95% - Managing Member Pius Kurian, M.D., LLC- 2.5% - Member GVAV, LLC- 2.5% - Member		N/A			95	%			95	%
335		Maple Grove Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
336		Marlton Dialysis Center, LLC		ISD Renal, Inc.- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-40

---

337		Martin Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Hamam, LLC- 40% - Member		N/A			60	%			60	%
338		Marysville Dialysis Center, LLC		Renal Treatment Centers - California, Inc.- 80% - Managing Member Robert Polhemus, M.D.- 20% - Member		N/A			80	%			80	%
339		Mason-Dixon Dialysis Facilities, Inc.		Total Renal Care, Inc.- 100% Preferred (authorized but not issued) - 1,000 Total Renal Care, Inc.- 100%- Common - 2,000		3			2,000				100	%
340		Mazonia Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
341		Medical Group Holding Company, LLC		HealthCare Partners, LLC - 100% - Member		N/A			100	%			100	%
342		Memorial Dialysis Center, L.P.		Total Renal Care, Inc.- 1% - General Partner Memorial Dialysis Partners, L.P.- 20% - Limited Partner Total Renal Care Texas Limited Partnership- 79% - Limited Partner		N/A			80	%			80	%
343		Mena Dialysis Center, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
344		Mendocino Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 58.75% - Managing Member Dr. Buhriwahla- 2.25% - Member Amir A. Memon MD- 10% - Member Naqi Idris MD- 10% - Member Michael J. Wallis MD- 10% - Member Shahzeb R. Naqvi MD- 9% - Member		N/A			58.75	%			58.75	%

 

Sch 4.2-41

---

345		Meridian Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
346		Mermet Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
347		Mesilla Dialysis, LLC		Total Renal Care, Inc.- 95% - Managing Member Sanju Varghese, M.D.- 1% - Member Pius Kurian, M.D., LLC- 2% - Member GVAV, LLC- 2% - Member		N/A			95	%			95	%
348		Mid-City New Orleans Dialysis Center, LLC		Renal Treatment Centers - Southeast, LP- 100% - Member		N/A			100	%			100	%
349		Middlesex Dialysis Center, LLC		Physicians Dialysis Ventures, Inc.- 100% - Member		N/A			100	%			100	%
350		Milo Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 75% - Managing Member Cedar-Brainard Surgery Center, Inc.- 25% - Member		N/A			75	%			75	%
351		Minam Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 80% - Managing Member Amarillo Kidney Specialists LLC- 20% - Member		N/A			80	%			80	%
352		Mission Dialysis Services, LLC		Renal Treatment Centers - Southeast, LP- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-42

---

353		Mocca Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
354		Moncrief Dialysis Center/Total Renal Care Limited Partnership		Total Renal Care, Inc.- 1% - General Partner TRC West, Inc.- 99% - Limited Partner		N/A			100	%			100	%
355		Morro Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Miami Health, LLC- 40% - Member		N/A			60	%			60	%
356		Mountain West Dialysis Services, LLC		Total Renal Care, Inc.- 51% - Managing Member DNPC LLLP- 49% - Member		N/A			51	%			51	%
357		Mulgee Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Malay Das MD- 5% - Member Hawthorne Dialysis Holdings, LLC- 35% - Member		N/A			60	%			60	%
358		Muskogee Dialysis, LLC		Renal Treatment Centers - West, Inc.- 100% - Managing Member		N/A			100	%			100	%
359		Nadell Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Kidney Care Quad Cities, LLC- 16.33% - Member Renal Dialysis Associates of Davenport, P.C.- 32.67% - Member		N/A			51	%			51	%
360		National Trail Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Ahsan Ullah MD- 10% - Member Sanju Varghese, M.D., LLC- 10% - Member Pius Kurian MD- 10% - Member GVAV, LLC- 10% - Member		N/A			60	%			60	%

 

Sch 4.2-43

---

361		Natomas Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Capital Dialysis, LLC- 49% - Member		N/A			51	%			51	%
362		Navarro Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
363		Neff Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Moorhead Medical Services, LLP- 49% - Member		N/A			51	%			51	%
364		Nephrology Medical Associates of Georgia, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
365		Neptune Artificial Kidney Center, L.L.C.		DVA Renal Healthcare, Inc.- 100% - Member		N/A			100	%			100	%
366		New Bay Dialysis, LLC		Renal Life Link, Inc.- 80% - Managing Member Mast Enterprise LLC- 20% - Member		N/A			80	%			80	%
367		New Springs Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 85% - Managing Member Mast Enterprise LLC- 15% - Member		N/A			85	%			85	%
368		Nisene Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Lake Region Medical Services, LLP- 49% - Member		N/A			51	%			51	%
369		Nolia Dialysis, LLC		Renal Treatment Centers - Southeast, LP - 100% - Member		N/A			100	%			100	%

 

Sch 4.2-44

---

370		North Atlanta Dialysis Center, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 100% - Member		N/A			100	%			100	%
371		North Austin Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 87% - Managing Member Cedar Park Dialysis, LLC- 13% - Member		N/A			87	%			87	%
372		North Colorado Springs Dialysis, LLC		Renal Treatment Centers - West, Inc.- 100% - Member		N/A			100	%			100	%
373		Northridge Medical Services Group, Incorporated		HealthCare Partners, LLC- 100% - Shareholder		8			1,000				100	%
374		Nuevo Dialysis, LLC		Renal Treatment Centers - California, Inc.- 100% - Managing Member		N/A			100	%			100	%
375		Oasis Dialysis, LLC		Tam V. Ho MD- 5% - Member Kidney Associates Holding Company, L.C.- 15% - Member Juan Jorge Olivero MD- 2.5% - Member Peter Tuan Nguyen MD- 2.5% - Member Juan Jose Olivero MD- 5% - Member Renal Treament Centers - Southeast, LP- 70% - Member		N/A			70	%			70	%
376		Ohio River Dialysis, LLC		DVA Renal Healthcare, Inc.- 55% - Managing Member Nephrology Investments of Florence, LLC- 45% - Member		N/A			55	%			55	%
377		Okanogan Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Lauderhill Dialysis Ventures, LLC- 40% - Member		N/A			60	%			60	%

 

Sch 4.2-45

---

378		Olive Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
379		Open Access Lifeline, LLC		RMS Lifeline Inc.- 80% - Managing Member Open Access Vascular Access Center, Inc.- 20% - Member		N/A			80	%			80	%
380		Orange Dialysis, LLC		Renal Treatment Centers - California, Inc.- 100% - Member		N/A			100	%			100	%
381		Ordust Dialysis, LLC		Total Renal Care, Inc. - 51% - Member West Herndon Home Dialysis Investment Group, LLC - 49% - Member		N/A			51	%			51	%
382		Osage Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Kidney Healthcare, LLC- 10% - Member		N/A			90	%			90	%
383		Owasso Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Owasso Investment Venture, LLC- 40% - Member		N/A			60	%			60	%
384		Pacheco Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
385		Paladina Health, LLC		DaVita DPC Holding Co., LLC- 100% - Member		N/A			100	%			100	%
386		Palmetto Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member NHS Arnold, LLC- 40% - Member		N/A			60	%			60	%

 

Sch 4.2-46

---

387		Palo Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
388		Palomar Dialysis, LLC		Total Renal Care, Inc.- 75.8323% - Managing Member Livermore Dialysis, LLC- 24.1677% - Member		N/A			75.83	%			75.83	%
389		Parker Dialysis, LLC		MacBen Enterprises, LLC- 10%- Units - Member Total Renal Care, Inc.- 90%- Units - Member		N/A			90	%			90	%
390		Parkside Dialysis, LLC		Renal Treatment Centers - Mid-Atlantic, Inc. - 51% - Managing Member Pikesville Dialysis Investors, LLC - 49% - Member		N/A			51	%			51	%
391		Patient Pathways, LLC		VillageHealth DM, LLC- 100% - Managing Member		N/A			100	%			100	%
392		Patoka Dialysis, LLC		Total Renal Care, Inc.- 65% - Managing Member Deerfield Dialysis Ventures, LLC- 35% - Member		N/A			65	%			65	%
393		Peaks Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 56% - Managing Member anil sheth- 9% - Member Devaraj Munikrishynappa, M.D.- 1% - Member West Oaks Dialysis- 14% - Member Redentor Roy- 6% - Member Rupinder K. Chatha, M.D.- 6% - Member Vijayaprakash Sreenarasimhaiah, M.D.- 5% - Member Washington Sereatan, M.D.- 2% - Member Ariel Velasco, M.D.- 1% - Member		N/A			56	%			56	%

 

Sch 4.2-47

---

394		Pearl Dialysis, LLC		Rajeev Kaul MD- 5% - Member Total Renal Care, Inc.- 55% - Member Intermed Consultants Holdings, LLC- 20% - Member William Scott Stuart, Jr. MD- 20% - Member		N/A			55	%			55	%
395		Pekin Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
396		Pendster Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
397		Percha Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
398		Pfeiffer Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 55% - Managing Member Westpoint Dialysis Partners- 10% - Member Wassem Peracha MD- 35% - Member		N/A			55	%			55	%
399		Physicians Choice Dialysis Of Alabama, LLC		Physicians Choice Dialysis, LLC- 100% - Member		N/A			100	%			100	%
400		Physicians Choice Dialysis, LLC		Physicians Management, LLC- 100% - Member		N/A			100	%			100	%
401		Physicians Dialysis Acquisitions, Inc.		Physicians Dialysis, Inc.- 100%- Common - 1,000		3			1,000				100	%

 

Sch 4.2-48

---

402		Physicians Dialysis of Houston, LLP		Physicians Dialysis Ventures, Inc.- 64.38% - General Partner U.T. Physicians- 35.62% - Partner		N/A			64.38	%			64.38	%
403		Physicians Dialysis of Lancaster, LLC		Physicians Dialysis Ventures, Inc.- 85% - Managing Member Lancaster Dialysis Ventures, LLC- 15% - Member		N/A			85	%			85	%
404		Physicians Dialysis Ventures, Inc.		Physicians Dialysis, Inc.- 100%- Common - Shareholder		3			1,000				100	%
405		Physicians Dialysis, Inc.		DaVita HealthCare Partners Inc.- 100%		1			100				100	%
406		Physicians Management, LLC		Physicians Dialysis Ventures, Inc.- 100% - Member		N/A			100	%			100	%
407		Pible Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member DNPC LLLP- 49% - Member		N/A			51	%			51	%
408		Pike Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Member		N/A			100	%			100	%
409		Pine Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member TRUCDAO, L.L.C.- 10% - Member		N/A			90	%			90	%
410		Pittsburgh Dialysis Partners, LLC		Total Renal Care, Inc.- 50% - Managing Member REA Enterprise In Dialysis, LLC- 50% - Member		N/A			50	%			50	%

 

Sch 4.2-49

---

411		Plaine Dialysis, LLC		Total Renal Care, Inc.- 75% - Managing Member Venu M. Kondle, M.D.- 15% - Member Subil Go, M.D.- 5% - Member Robert Polhemus, M.D.- 5% - Member		N/A			75	%			75	%
412		Platte Dialysis, LLC		Renal Treatment Centers - West, Inc.- 51% - Managing Member Tahlequah City Hospital- 49% - Member		N/A			51	%			51	%
413		Pobello Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 79% - Managing Member Lone Star Dialysis, LLC- 5% - Member Northwest Memorial Nephrology Associates, PLLC- 5% - Member Bellfort Dialysis Partners, LLC- 11% - Member		N/A			79	%			79	%
414		Pointe Dialysis, LLC		Total Renal Care, Inc.- 85% - Managing Member Pointe Dialysis Partners, LLC- 15% - Member		N/A			85	%			85	%
415		Pokagon Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
416		Ponca Dialysis, LLC		Total Renal Care, Inc.- 86% - Managing Member Healthy Renal, LLC- 14% - Member		N/A			86	%			86	%
417		Ponderosa Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Managing Member		N/A			100	%			100	%

 

Sch 4.2-50

---

418		Portola Dialysis, LLC		Total Renal Care, Inc.- 87.5% - Managing Member Renal Investors, LLC- 12.5% - Member		N/A			87.5	%			87.5	%
419		Powerton Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
420		Priday Dialysis, LLC		Total Renal Care, Inc.- 80% - Managing Member Archana N. Dhawan MD- 10% - Member De Paul Ventures - San Jose Dialysis, LLC- 10% - Member		N/A			80	%			80	%
421		Prineville Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Monroe Nephrology, LLC- 10% - Member		N/A			90	%			90	%
422		Prings Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
423		Rainer Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
424		Rancho Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Dover Dialysis Investors, LLC- 40% - Member		N/A			60	%			60	%
425		Rayburn Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 80% - Managing Member Douglas S Park- 20% - Member		N/A			80	%			80	%
426		Red Willow Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-51

---

427		Redcliff Dialysis, LLC		Total Renal Care, Inc.- 72% - Managing Member Millburn Dialysis, LLC- 28% - Member		N/A			72	%			72	%
428		Reef Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
429		Refuge Dialysis, LLC		Total Renal Care, Inc.- 80% - Managing Member The Everett Clinic, P.S.- 20% - Member		N/A			80	%			80	%
430		Renal Clinic Of Houston, LLC		Renal Treatment Centers - Southeast, LP- 75% - Managing Member RPLP Partners- 15% - Member Sealy Nephrology Group- 10% - Member		N/A			75	%			75	%
431		Renal Life Link, Inc.		DaVita HealthCare Partners Inc.- 100%		1			100				100	%
432		Renal Treatment Centers - California, Inc.		Renal Treatment Centers, Inc.- 100%- Common - Shareholder		1			100				100	%
433		Renal Treatment Centers - Hawaii, Inc.		Renal Treatment Centers, Inc.- 100%- Common - Shareholder		1			100				100	%
434		Renal Treatment Centers - Illinois, Inc.		Renal Treatment Centers, Inc.- 100%- Common - Shareholder		1			100				100	%

 

Sch 4.2-52

---

435		Renal Treatment Centers - Mid-Atlantic, Inc.		Renal Treatment Centers, Inc.- 100%- Common - Shareholder		1			100				100	%
436		Renal Treatment Centers - Northeast, Inc.		Renal Treatment Centers, Inc.- 100%- Common - Shareholder		1			100				100	%
437		Renal Treatment Centers - Southeast, LP		Renal Treatment Centers, Inc.- 1% - General Partner DaVita - West, LLC- 99% - Limited Partner		N/A			100	%			100	%
438		Renal Treatment Centers - West, Inc.		Renal Treatment Centers, Inc.- 100%- Common - Shareholder		1			100				100	%
439		Renal Treatment Centers, Inc.		DaVita HealthCare Partners Inc.- 100%		1864			100				100	%
440		Rickwood Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Member		N/A			100	%			100	%
441		Riddle Dialysis, LLC		Renal Treatment Centers - Northeast, Inc.- 70% - Managing Member Riddle Memorial Hospital- 10% - Member Zenith Renal Group, LLC- 20% - Member		N/A			70	%			70	%
442		Rio Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Intermed Consultants Holdings, LLC- 10% - Member William Scott Stuart, Jr. MD- 30% - Member		N/A			60	%			60	%

 

Sch 4.2-53

---

443		Ripley Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
444		Rita Ranch Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
445		River Valley Dialysis, LLC		DVA Healthcare - Southwest Ohio, LLC- 70.5% - Managing Member Nephrology Investments of Florence, LLC- 29.5% - Member		N/A			70.5	%			70.5	%
446		RMS Lifeline Inc.		Total Renal Care, Inc.- Common - 100%- Shareholder		4 - 9,260,732/shrs, 8-3,346,085/shrs, 10- 26,094,831/shrs11- 211,640/shrs13- 243,902/shrs15- 1,406,735/shrs16- 136,996/shrs			40,700,921				100	%
447		RNA - DaVita Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member RNA Dialysis Ventures, LLC- 40% - Member		N/A			60	%			60	%
448		Roaring Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
449		Robinson Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-54

---

450		Rochester Dialysis Center, LLC		Renal Treatment Centers - Illinois, Inc.- 60% - Managing Member Michigan Dialysis Partners, LLC- 10% - Member Rochester Dialysis Partners, LLC- 30% - Member		N/A			60	%			60	%
451		Rocky Mountain Dialysis Services, LLC		Renal Treatment Centers - West, Inc.- 100% - Manager		N/A			100	%			100	%
452		Roose Dialysis, LLC		Total Renal Care, Inc.- 80% - Managing Member Stockton Kidney Clinic, LLC- 20% - Member		N/A			80	%			80	%
453		Ross Clark Circle Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Member		N/A			100	%			100	%
454		Roushe Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member KCM II, LLC- 10% - Member		N/A			90	%			90	%
455		Royale Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Cobb Nephrology/Hypertension Associates, P.C.- 10% - Member		N/A			90	%			90	%
456		Rusk Dialysis, LLC		Total Renal Care, Inc.- 90% - Managing Member Cleveland Nephrology, PLLC- 10% - Member		N/A			90	%			90	%
457		Russell Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 60% - Managing Member CYEAD Investing, LLC- 40% - Member		N/A			60	%			60	%

 

Sch 4.2-55

---

458		Rye Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
459		Saddleback Dialysis, LLC		Total Renal Care, Inc.- 80% - Managing Member Lowcountry Medical Clinic, LLC- 20% - Member		N/A			80	%			80	%
460		SafeHarbor Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member Tampa Nephrology Holdings, LLC- 30% - Member		N/A			70	%			70	%
461		Sahara Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Cheltenham Dialysis Partners, LLC- 40% - Member		N/A			60	%			60	%
462		SAKDC-DaVita Dialysis Partners, L.P.		Total Renal Care, Inc.- 1% - General Partner SAKDC JV I, LLC- 49% - Limited Partner TRC West, Inc.- 50% - Limited Partner		N/A			51	%			51	%
463		San Marcos Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Inland North Dialysis LLC- 35% - Member Reiss Investments LLC- 5% - Member		N/A			60	%			60	%
464		Sandlin Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Tango Kilo, LLC- 40% - Member		N/A			60	%			60	%
465		Sands Dialysis, LLC		Total Renal Care, Inc.- 85% - Managing Member Del Boca Dialysis Ventures, LLC- 15% - Member		N/A			85	%			85	%

 

Sch 4.2-56

---

466		Sandusky Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 51% - Managing Member Firelands Dialysis Services, LLC- 17% - Member Gwang O. Kim, M.D.- 16% - Member Essam B. Elashi, M.D.- 16% - Member		N/A			51	%			51	%
467		Santa Fe Springs Dialysis, LLC		Renal Treatment Centers - California, Inc.- 100% - Member		N/A			100	%			100	%
468		Santee Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
469		Santiam Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 51% - Managing Member Renal, LLC- 49% - Member		N/A			51	%			51	%
470		Sapelo Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Marina Dialysis, LLC- 40% - Member		N/A			60	%			60	%
471		Seabay Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
472		Seasons Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
473		Seminole Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-57

---

474		Seneca Dialysis, LLC		Renal Life Link, Inc.- 65% - Managing Member Mercy Hospital of Tiffin, Ohio- 35% - Member		N/A			65	%			65	%
475		Shadow Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Capital Dialysis, LLC- 49% - Member		N/A			51	%			51	%
476		Shayano Dialysis, LLC		Total Renal Care, Inc.- 76.4465% - Managing Member San Leandro Dialysis, LLC- 23.5535% - Member		N/A			76.4465	%			76.4465	%
477		Shelby Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Managing Member		N/A			100	%			100	%
478		Sherman Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member International Dialysis Group, LLC- 49% - Member		N/A			51	%			51	%
479		Shining Star Dialysis, Inc.		Total Renal Care, Inc.- 100%- Common - Managing Member		3			100				100	%
480		Shoals Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Hy Sussman MD- 5% - Member Southcoast Medical Group, LLC- 35% - Member		N/A			60	%			60	%
481		Shone Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member Mazen Abdalla MD- 30% - Member		N/A			70	%			70	%
482		Siena Dialysis Center, LLC		Total Renal Care, Inc.- 60% - Managing Member Henderson Dialysis LLC- 40% - Member		N/A			60	%			60	%

 

Sch 4.2-58

---

483		Sierra Rose Dialysis Center, LLC		Renal Treatment Centers - West, Inc.- 100% - Member		N/A			100	%			100	%
484		Silverwood Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member Renal Ventures, LLC- 33.37% - Member		N/A			100	%			100	%
485		Simcoe Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
486		Simeon Dialysis, LLC		Total Renal Care, Inc.- 65% - Managing Member St. Joseph’s Hospital and Medical Center- 35% - Member		N/A			60	%			60	%
487		Skagit Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
488		Snowdale Dialysis, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 100% - Managing Member		N/A			100	%			100	%
489		Soledad Dialysis Center, LLC		Renal Treatment Centers - California, Inc.- 100% - Member		N/A			100	%			100	%
490		Somerville Dialysis Center, LLC		Total Renal Care, Inc.- 60% - Managing Member Mittal Dialysis Enterprises, PLLC- 40% - Member		N/A			60	%			60	%
491		South Central Florida Dialysis Partners, LLC		Total Renal Care, Inc.- 60% - Managing Member Dialysis Partners I, Inc.- 40% - Member		N/A			60	%			60	%

 

Sch 4.2-59

---

492		South Fork Dialysis, LLC		Total Renal Care, Inc.- 76% - Managing Member Central Valley Dialysis Investment Group, LLC- 24% - Member		N/A			76	%			76	%
493		South Shore Dialysis Center, L.P.		Total Renal Care, Inc.- 1% - General Partner Mahendra Agraharkar MD- 40% - Limited Partner TRC West, Inc.- 59% - Limited Partner		N/A			60	%			60	%
494		Southcrest Dialysis, LLC		Renal Treatment Centers - West, Inc.- 60% - Managing Member SC Venture, LLC- 25% - Member Southcrest Investment Group, LLC- 15% - Member		N/A			60	%			60	%
495		Southern Colorado Joint Ventures, LLC		Renal Treatment Centers - West, Inc.- 60% - Managing Member Physicians Investment Group I, LLC- 40% - Member		N/A			60	%			60	%
496		Southern Hills Dialysis Center, LLC		Renal Treatment Centers - West, Inc.- 60% - Managing Member SHDC, LLC- 40% - Member		N/A			60	%			60	%
497		Southlake Dialysis, LLC		Renal Treatment Centers - West, Inc.- 60% - Managing Member Broken Arrow Investment Venture, LLC- 40% - Member		N/A			60	%			60	%
498		Southwest Atlanta Dialysis Centers, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 79% - Managing Member Total Renal Care, Inc.- 21% - Member		N/A			100	%			100	%
499		Southwest Indiana Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
500		Sprewell Dialysis, LLC		Renal Treatment Centers, Inc.- 100% - Managing Member		N/A			100	%			100	%

 

Sch 4.2-60

---

501		Springs Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 90% - Managing Member Flower Mound Dialysis Investors, LLC- 10% - Member		N/A			90	%			90	%
502		St. Luke’s Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 100% - Member		N/A			100	%			100	%
503		Star Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member Renal Care Consultants, PC- 30% - Member		N/A			70	%			70	%
504		Steam Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
505		Steele Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
506		Stewart Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
507		Stines Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member TKS Center of Excellence, LLC- 49% - Member		N/A			51	%			51	%
508		Storrie Dialysis, LLC		Total Renal Care, Inc.- 95% - Managing Member Pius Kurian, M.D., LLC- 2.5% - Member GVAV, LLC- 2.5% - Member		N/A			95	%			95	%
509		Strongsville Dialysis, LLC		Renal Life Link, Inc.- 90% - Managing Member Rafiq Hussain, M.D.- 5% - Member Insuck Chang- 5% - Member		N/A			90	%			90	%

 

Sch 4.2-61

---

510		Sugarite Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Mast Enterprise LLC- 40% - Member		N/A			60	%			60	%
511		Sugarloaf Dialysis, LLC		Renal Treatment Centers - Mid-Atlantic, Inc.- 70% - Managing Member Quality Kidney Care, LLC- 30% - Member		N/A			70	%			70	%
512		Summit Dialysis Center, L.P.		Total Renal Care, Inc.- 1% - General Partner Hagstrom 1997 Limited Partnership- 10.5% - Limited Partner Tam Viet Ho, M.D.- 4% - Limited Partner TRC West, Inc.- 74% - Limited Partner Juan J. Olivero, M.D.- 10.5% - Limited Partner		N/A			75	%			75	%
513		Sun City Dialysis Center, L.L.C.		Renal Treatment Centers - West, Inc.- 51% - Managing Member Tara’s Holdings LLC- 29% - Member Sandip G Patel MD- 2% - Member The Ishanashni Family Limited Liability Partnership- 10.5% - Member The Azanaf Family Limited Partnership, Number One- 7.5% - Member		N/A			51	%			51	%
514		Sun City West Dialysis Center, LLC		Total Renal Care, Inc.- 51% - Managing Member The Azanaf Family Limited Partnership, Number One- 10.3333% - Member The Ishanashi Family Limited Liability Partnership- 10.83333% - Member William L. Weiss, MD- 6% - Member Tara’s Holdings LLC- 10.8333% - Member Sandip G Patel MD- 2% - Member Southwest Kidney Dialysis, LLC- 9% - Member		N/A			51	%			51	%

 

Sch 4.2-62

---

515		Sunset Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Capital Dialysis, LLC- 49% - Member		N/A			51	%			51	%
516		Swanson Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
517		Talbert Health Plan		THP Services, Inc. - 100% - Shareholder		1			1000				100	%
518		Talimena Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Nephrology Associates of Miami LLC- 40% - Member		N/A			60	%			60	%
519		Tannor Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
520		Taylor Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 60% - Managing Member Taylor Kidney Associates, LLC- 40% - Member		N/A			60	%			60	%
521		Tel-Huron Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
522		Tennessee Valley Dialysis Center, LLC		Total Renal Care, Inc.- 60% - Managing Member Stan Vermillion, M.D.- 20% - Member Martin Tran, D.O.- 20% - Member		N/A			60	%			60	%
523		Teton Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 100% - Entity		N/A			100	%			100	%

 

Sch 4.2-63

---

524		The DaVita Collection, Inc.		DaVita HealthCare Partners Inc.- 100%		1			100	%			100	%
525		The Woodlands Dialysis Center, LP		Total Renal Care, Inc.- 1% - General Partner Barry Neeland- 2% - Limited Partner Richard Foley- 11.25% - Limited Partner Darshan Tolat, M.D.- 10% - Limited Partner Gene Forrester, M.D.- 11.25% - Limited Partner TRC West, Inc.- 64.5% - Limited Partner		N/A			65.5	%			65.5	%
526		THP Services, Inc.		HealthCare Partners, LLC- 100% - Shareholder		2			1,000,000				100	%
527		Tortugas Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Mittal Dialysis Enterprises, PLLC- 15% - Member Olufemi Adeleye, M.D.- 25% - Member		N/A			60	%			60	%
528		Total Acute Kidney Care, Inc.		Total Renal Care, Inc.- 100%- Common - 100		3			100				100	%
529		Total Renal Care of North Carolina, LLC		Total Renal Care, Inc.- 85% - Managing Member Neil Realty Co.- 15% - Member		N/A			85	%			85	%
530		Total Renal Care Texas Limited Partnership		Total Renal Care, Inc.- 1% - General Partner TRC West, Inc.- 99% - Limited Partner		N/A			100	%			100	%
531		Total Renal Care, Inc.		DaVita HealthCare Partners Inc.- 100%- Common - 100- Holding Company		7			100				100	%

 

Sch 4.2-64

---

532		Total Renal Care/Eaton Canyon Dialysis Center Partnership		Total Renal Care, Inc.- 87.5% - General Partner Renal Treatment Centers - California, Inc.- 12.5% - Partner		N/A			100	%			100	%
533		Total Renal Laboratories, Inc.		Total Renal Care, Inc.- 100%- Common - 100		7			100				100	%
534		Total Renal Research, Inc.		Total Renal Care, Inc.- 100%- Common - 500		2			500				100	%
535		Townsend Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Broward Home Dialysis Ventures, LLC- 49% - Member		N/A			51	%			51	%
536		Transmountain Dialysis, L.P.		Total Renal Care, Inc.- 1% - General Partner Southwest Dialysis Consultants, LLC- 40% - Limited Partner TRC West, Inc.- 59% - Limited Partner		N/A			60	%			60	%

 

Sch 4.2-65

---

537		TRC - Four Corners Dialysis Clinics, L.L.C.		Class A - Chinle - Total Renal Care, Inc. - 51% - Managing Member Class D - Shiprock - Total Renal Care, Inc. - 51% - Member Class G - Hopi Dialysis Center - Mark F. Bevan, M.D. - 50% - Member Class E - Tuba City - Mark F. Bevan, M.D. - 49% - Member Class G - Hopi Dialysis Center - Total Renal Care, Inc. - 50% - Member Class C - Kayenta - Total Renal Care, Inc. - 51% - Member Class B - Farmington - Mark F. Bevan, M.D. - 49% - Member Class F - Cortez - Total Renal Care, Inc. - 50% - Member Class E - Tuba City - Total Renal Care, Inc. - 51% - Member Class C - Kayenta - Mark F. Bevan, M.D. - 49% - Member Class F - Cortez - Mark F. Bevan, M.D. - 50% - Member Class A - Chinle - Mark F. Bevan, M.D. - 49% - Member Class D - Shiprock - Mark F. Bevan, M.D. - 49% - Member Class B - Farmington - Total Renal Care, Inc. - 51% - Member		N/A			51	%			51	%
538		TRC - Indiana, LLC		Total Renal Care, Inc.- 10% - Managing Member Renal Treatment Centers - Illinois, Inc.- 90% - Member		N/A			100	%			100	%
539		TRC - Petersburg, LLC		East End Dialysis Center, Inc.- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-66

---

540		TRC El Paso Limited Partnership		Total Renal Care, Inc.- 1% - General Partner Dionicio Alvarez, M.D.- 49.9% - Limited Partner TRC West, Inc.- 49.1% - Limited Partner		N/A			50.10	%			50.10	%
541		TRC of New York, Inc.		Total Renal Care, Inc.- 100%- Common - Shareholder		C0001			100				100	%
542		TRC West, Inc.		Total Renal Care, Inc.- 100%- Common - 100		C0001			100				100	%
543		TRC-Dyker Heights, L.P.		TRC of New York, Inc.- 70% - General Partner Sonia Borra, M.D.- 10% - Limited Partner New York Methodist Hospital- 10% - Limited Partner Henry Lipner, M.D.- 10% - Limited Partner		N/A			70	%			70	%
544		TRC-Georgetown Regional Dialysis, LLC		Total Renal Care, Inc.- 80% - Managing Member Georgetown University- 20% - Member		N/A			80	%			80	%
545		Tree City Dialysis, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
546		Tugman Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member NHS Chambers, LLC- 40% - Member		N/A			60	%			60	%
547		Tulsa Dialysis, LLC		Renal Treatment Centers - West, Inc.- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-67

---

548		Tumalo Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 70% - Managing Member John A. Stevenson Investments, LLC- 30% - Member		N/A			70	%			70	%
549		Turlock Dialysis Center, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%
550		Tustin Dialysis Center, LLC		Renal Treatment Centers - California, Inc.- 60% - Managing Member Renal Investment Partnership- 20% - Member NSMG Partners- 20% - Member		N/A			60	%			60	%
551		Tyler Dialysis, LLC		Total Renal Care, Inc.- 81% - Managing Member Health Management Services Organization, Inc.- 19% - Member		N/A			81	%			81	%
552		Ukiah Dialysis, LLC		ZFSS Enterprises, LLC- 5% - Member NHN Investors - Woodlands II, L.L.C.- 22% - Member RPMC Dialysis Enterprises, L.L.C.- 22% - Member Renal Treatment Centers - Southeast, LP- 51% - Member		N/A			51	%			51	%
553		Unicoi Dialysis, LLC		Total Renal Care, Inc.- 80% - Managing Member Central New Jersey Dialysis Ventures, LLC- 5% - Member Renal Prospective, LLC- 5% - Member EBJV Associates LLC- 10% - Member		N/A			80	%			80	%
554		University Dialysis Center, LLC		Total Renal Care, Inc.- 51% - Managing Member Capital Dialysis, LLC- 49% - Member		N/A			51	%			51	%

 

Sch 4.2-68

---

555		Upper Valley Dialysis, L.P.		Total Renal Care, Inc.- 1% - General Partner Alfredo Gonzalez, M.D.- 20% - Limited Partner Diane Demick, M.D.- 20% - Limited Partner TRC West, Inc.- 59% - Limited Partner		N/A			60	%			60	%
556		USC-DaVita Dialysis Center, LLC		Total Renal Care, Inc.- 60% - Managing Member USC Internal Medicine, Inc.- 40% - Member		N/A			60	%			60	%
557		UT Southwestern DVA Healthcare, L.L.P.		UT Southwestern Health Systems- 49% - Partner DVA Renal Healthcare, Inc.- 51% - Partner		N/A			51	%			51	%
558		Valley Springs Dialysis, LLC		Total Renal Care, Inc.- 55% - Managing Member Barney, Makhija & Qazi LLC- 45% - Member		N/A			55	%			55	%
559		Verde Dialysis, LLC		Total Renal Care, Inc.- 83% - Managing Member Mast Enterprise LLC- 17% - Member		N/A			83	%			83	%
560		Versailles Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
561		Victory Dialysis, LLC		DVA Healthcare Renal Care, Inc.- 51% - Managing Member Glen Burnie Investors, LLC- 49% - Member		N/A			51	%			51	%
562		VillageHealth DM, LLC		Total Renal Care, Inc.- 100% - Member		N/A			100	%			100	%

 

Sch 4.2-69

---

563		Villanueva Dialysis, LLC		Total Renal Care, Inc.- 65% - Managing Member Nephro Group, LLC- 35% - Member		N/A			65	%			65	%
564		Volo Dialysis, LLC		Total Renal Care, Inc. - 100% - Member		N/A			100	%			100	%
565		Walcott Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
566		Wallowa Dialysis, LLC		Avita Health System- 6% - Member Total Renal Care, Inc.- 94% - Member		N/A			94	%			94	%
567		Walton Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
568		Wauseon Dialysis, LLC		Renal Treatment Centers - Illinois, Inc.- 74% - Managing Member Indus Investments of Wauseon, LLC- 26% - Member		N/A			74	%			74	%
569		Weldon Dialysis, LLC		Total Renal Care, Inc.- 100% - Managing Member		N/A			100	%			100	%
570		Wesley Chapel Dialysis, LLC		Total Renal Care, Inc.- 54% - Managing Member Florida Medical Clinic, P.A.- 40% - Member FMC Nephrology, LLC- 6% - Member		N/A			54	%			54	%
571		West Elk Grove Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Capital Dialysis, LLC- 49% - Member		N/A			51	%			51	%

 

Sch 4.2-70

---

572		West Sacramento Dialysis, LLC		Total Renal Care, Inc.- 51% - Managing Member Capital Dialysis, LLC- 49% - Member		N/A			51	%			51	%
573		Weston Dialysis Center, LLC		Renal Treatment Centers - Southeast, LP- 86.47% - Managing Member Cleveland Clinic Florida- 13.53% - Member		N/A			86.47	%			86.47	%
574		Whitney Dialysis, LLC		Total Renal Care, Inc.- 50.1% - Managing Member PG South LLC- 49.9% - Member		N/A			50.1	%			50.1	%
575		Wilder Dialysis, LLC		Total Renal Care, Inc.- 70% - Managing Member Mazen Abdalla MD- 30% - Member		N/A			70	%			70	%
576		Willowbrook Dialysis Center, L.P.		Total Renal Care, Inc.- 1% - General Partner Rupinder K. Chatha, M.D.- 5% - Limited Partner Krishna Raman, M.D.- 4% - Limited Partner Vijayaprakash Sreenarasimhaiah, M.D.- 0.88% - Limited Partner Washington Sereatan, M.D.- 3% - Limited Partner Redentor R. Roy, M.D.- 1% - Limited Partner Anil U. Sheth, M.D.- 6% - Limited Partner Rahul Prakash, M.D.- 10% - Limited Partner Umesh Jain- 5% - Limited Partner TRC West, Inc.- 59.12% - Limited Partner Ariel Velasco, M.D.- 5% - Limited Partner		N/A			60.12	%			60.12	%
577		Windcreek Dialysis, LLC		Total Renal Care, Inc.- 73.9038% - Managing Member Leawood Medical Services LLC- 14.7599% - Member DADAC Partners, LLC- 11.3363% - Member		N/A			73.9038	%			73.9038	%
578		Winds Dialysis, LLC		Renal Treatment Centers - Southeast, LP- 60% - Managing Member CYEAD Investing, LLC- 40% - Member		N/A			60	%			60	%

 

Sch 4.2-71

---

579		Wood Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Cypresswood Renal Associates- 20% - Member Cypresswood North Nephrology- 20% - Member		N/A			60	%			60	%
580		Wooten Dialysis, LLC		Total Renal Care, Inc.- 94% - Managing Member Viswanathan Iyer MD- 6% - Member		N/A			94	%			94	%
581		Wyandotte Central Dialysis, LLC		Renal Treatment Centers - West, Inc.- 61.6519% - Managing Member Richard A. Schumacher, M.D.- 5.2894% - Member Venu Nair, M.D.- 7.9341% - Member Sunganthi Beeki, M.D.- 6.6117% - Member Andrew J. Stingo MD- 5.2894% - Member Kristine Gish Herron, M.D.- 5.2894% - Member Kirk A Duncan, M.D.- 7.9341% - Member		N/A			61.6519	%			61.6519	%
582		Wyler Dialysis, LLC		DVA Healthcare Renal Care, Inc.- 60% - Managing Member Pryor/Mayes Dialysis, LLC- 40% - Member		N/A			60	%			60	%
583		Yargol Dialysis, LLC		Total Renal Care, Inc.- 60% - Managing Member Chirag Patel MD- 40% - Member		N/A			60	%			60	%
584		Ybor City Dialysis, LLC		Total Renal Care, Inc.- 95% - Managing Member Jayesh Shah MD- 5% - Member		N/A			95	%			95	%
586		Yucaipa Dialysis, LLC		Renal Treatment Centers - California, Inc.- 60% - Managing Member NAMG Dialysis Ventures III, LLC- 40% - Member		N/A			60	%			60	%
587		Zara Dialysis, LLC		Total Renal Care, Inc. - 51% - Managing Member PKA Investment Company, LLC - 49% - Member		N/A			51	%			51	%

 

Sch 4.2-72

---

588		Zephyrhills Dialysis Center, LLC		DVA Healthcare Renal Care, Inc.- 54% - Managing Member Florida Medical Clinic, P.A.- 40% - Member FMC Nephrology, LLC- 6% - Member		N/A			54	%			54	%

 

1	No record of share certificate.

2	No record of share certificate; Assignment Separate From Certificate to current shareholder in file.

 

Sch 4.2-73

---

Schedule 4.4

Consents, Authorizations, Filings and Notices

None.

---

Schedule 4.8

Real Property

List each interest in Real Property owned by DaVita and its Subsidiaries and describe the interest therein held by DaVita or its Subsidiaries and whether such owned Real Property is leased to a third party and all leased, sub-leased or otherwise occupied or utilized by DaVita or its Subsidiaries, as lessee, sublessee, franchisee or licensee and describe the type of interest herein held by DaVita or its Subsidiaries

 

Kidney Care

Entity

Center Name

Address

City

St

Zip

Owned/Leased

Subleased

Bagby Dialysis, LLC

Henry County

671 Ozark Road

Abbeville

AL

36310-2629

Leased

No

Curecanti Dialysis, LLC

Dothan Home Training

1763 E. Main Street

Dothan

AL

36301-3045

Leased

No

DVA Healthcare of Tuscaloosa, LLC

Tuscaloosa University

220 15th St.

Tuscaloosa

AL

35401

Leased

No

DVA Healthcare of Tuscaloosa, LLC

Fayette

2450 Temple Ave North

Fayette

AL

35555-1160

Leased

No

DVA Healthcare of Tuscaloosa, LLC

Pickens County

289 William E. Hill Dr.

Carollton

AL

35447-3247

Leased

No

DVA Healthcare of Tuscaloosa, LLC

Greene County

544 Us Hwy 43

Eutaw

AL

35462-4017

Leased

No

DVA Healthcare Renal Care, Inc.

Birmingham East

1005 East Park Drive

Birmingham

AL

35235-2560

Leased

No

DVA Healthcare Renal Care, Inc.

Athens

15953 Athens Limestone Lane

Athens

AL

35613-2214

Leased

No

DVA Healthcare Renal Care, Inc.

Boaz

16 Central Henderson Road

Boaz

AL

35957-5922

Leased

No

DVA Healthcare Renal Care, Inc.

GHc-Dothan

1757 East Main Street

Dothan

AL

36301-3045

Owned

No

DVA Healthcare Renal Care, Inc.

GHc-Ozark

214 E Hospital Avenue

Ozark

AL

36360

Owned

No

DVA Healthcare Renal Care, Inc.

Dothan

216 Graceland

Dothan

AL

36305-7346

Leased

No

DVA Healthcare Renal Care, Inc.

Eufaula

220 South Orange Street

Eufaula

AL

36027-1612

Leased

Yes

DVA Healthcare Renal Care, Inc.

Northport

2401 Hospital Drive

Northport

AL

35476-3392

Leased

No

DVA Healthcare Renal Care, Inc.

Rainbow City

2800 Rainbow Drive

Rainbow City

AL

35906-5811

Leased

No

DVA Healthcare Renal Care, Inc.

Gadsden

409 South 1st Street

Gadsden

AL

35901-5358

Leased

No

DVA Healthcare Renal Care, Inc.

Demopolis

511 South Cedar Street

Demopolis

AL

36732-2235

Leased

No

DVA Healthcare Renal Care, Inc.

Tuscaloosa

805 Old Mill St

Tuscaloosa

AL

35401-7132

Leased

No

DVA Healthcare Renal Care, Inc.

Ozark

TBD/Roy Parker and Highway 231

Ozark

AL

36360-2038

Leased

Yes

---

DVA Renal Healthcare, Inc.

Bessemer

100 Westlake Mall

Bessemer

AL

35020

Leased

No

DVA Renal Healthcare, Inc.

Sheffield

1120 South Jackson Highway

Sheffield

AL

35660-5777

Leased

No

DVA Renal Healthcare, Inc.

Russellville

14897 Highway 43

Russellville

AL

35653-1954

Leased

No

DVA Renal Healthcare, Inc.

Birmingham North

1917 32nd Avenue North

Birmingham

AL

35207-3333

Leased

No

DVA Renal Healthcare, Inc.

Ensley

2630 Avenue East Ensley

Birmingham

AL

35218-2163

Leased

No

DVA Renal Healthcare, Inc.

Sylacauga

289 James Payton Bolevard

Sylacauga

AL

35150-8064

Leased

No

DVA Renal Healthcare, Inc.

Florence

422 East Doctor Hicks Blvd.

Florence

AL

35630-5763

Leased

No

DVA Renal Healthcare, Inc.

Birmingham Central

728 Richard Arrington Blvd South

Birmingham

AL

35233-2106

Leased

Yes

Farragut Dialysis, LLC

Monarch

2958 Dorchester Dr.

Montgomery

AL

36116

Leased

No

Flor Dialysis, LLC

Steel City

1809 Avenue H

Ensley

AL

35218

Leased

No

Flor Dialysis, LLC

Magic City

300 22nd Street South

Birmingham

AL

35233-2209

Leased

Yes

Harris Dialysis, LLC

Limestone County

16236 Lucas Ferry Road

Athens

AL

35611

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Walker County

260 6th Avenue North

Jasper

AL

35504-7419

Leased

Yes

ISD Renal, Inc fka DSI Renal, Inc.

Walker County

589 Highway 78 West

Jasper

AL

35504-7419

Leased

Yes

MGD-Medical Practice (Lifeline)

Lf-Huntsville

1311 N. Memorial Parkway

Huntsville

AL

35801

Leased

No

Nephrology Medical Associates of Georgia, LLC

Gadsden

300 Medical Center Drive

Gadsden

AL

35903-1139

Leased

No

Physicians Choice Dialysis of Alabama, LLC

Pdi Montgomery

1001 Forest Avenue

Montgomery

AL

36106-1181

Leased

No

Physicians Choice Dialysis of Alabama, LLC

Pdi Elmore

125 Hospital Drive

Wetumpka

AL

36092-1626

Leased

No

Physicians Choice Dialysis of Alabama, LLC

Pdi Prattville

1815 Glynwood Drive

Prattville

AL

36066

Leased

No

Physicians Choice Dialysis of Alabama, LLC

Pdi East Montgomery

6890 Winston Blount Blvd

Montgomery

AL

36117-3516

Leased

No

Renal Treatment Centers-Southeast, LP

Brewton

1023 Douglas Ave

Brewton

AL

36426-1586

Leased

Yes

Renal Treatment Centers-Southeast, LP

South Baldwin

150 W Peachtree Avenue

Foley

AL

36535-2244

Leased

Yes

Renal Treatment Centers-Southeast, LP

Anniston

1600 Noble Street

Anniston

AL

36201-3839

Leased

No

Renal Treatment Centers-Southeast, LP

Leeds

1650 Maxey Dr.

Leeds

AL

35094-7512

Leased

No

Renal Treatment Centers-Southeast, LP

Renaissance

1840 Darby Drive

Florence

AL

35630-2623

Leased

Yes

Renal Treatment Centers-Southeast, LP

Phenix

1900 Opelika Rd

Phenix

AL

36867-3640

Leased

Yes

Renal Treatment Centers-Southeast, LP

Center Point

2337 1st St Ne

Center Point

AL

35215-3619

Leased

No

Renal Treatment Centers-Southeast, LP

Opelika

2340 Pepperell Pkwy

Opelika

AL

36801-6240

Leased

Yes

 

Sch 4.8-2

---

Renal Treatment Centers-Southeast, LP

Baldwin County Hhd/Pd

27880 N Main St

Daphne

AL

36526-7080

Leased

No

Renal Treatment Centers-Southeast, LP

East Gadsden

300 Medical Center Drive

Gadsden

AL

35903-1139

Leased

No

Renal Treatment Centers-Southeast, LP

Crown

3007 27th St N

Birmingham

AL

35207-4549

Leased

No

Renal Treatment Centers-Southeast, LP

Hayneville

327 Hayneville Plaza

Hayneville

AL

36040

Leased

No

Renal Treatment Centers-Southeast, LP

Gulf Shores

3947 Gulf Shores Pkwy

Gulf Shores

AL

36542-2859

Leased

No

Renal Treatment Centers-Southeast, LP

Springville

40 Purple Heart Blvd

Springville

AL

35146-4008

Leased

No

Renal Treatment Centers-Southeast, LP

White Bluff

505-F Highway 80 West

Demopolis

AL

36732-4147

Leased

No

Renal Treatment Centers-Southeast, LP

Greystone

5406 Highway 280

Birmingham

AL

35242-6592

Leased

No

Renal Treatment Centers-Southeast, LP

Enterprise

6002 Boll Weevil Circle

Enterprise

AL

36330-9420

Leased

No

Renal Treatment Centers-Southeast, LP

Perry County

611 East Lafayette St.

Marion

AL

36756-2325

Leased

No

Renal Treatment Centers-Southeast, LP

Muscle Shoals

716 State St

Muscle Shoals

AL

35661-2940

Leased

No

Renal Treatment Centers-Southeast, LP

Talladega

724 East Battle Street

Talladega

AL

35160-2583

Leased

No

Renal Treatment Centers-Southeast, LP

Andalusia

757 South Three Notch Street

Andalusia

AL

36420-4403

Leased

Yes

Renal Treatment Centers-Southeast, LP

Atmore

807 East Craig Street

Atmore

AL

36502-3017

Leased

No

Renal Treatment Centers-Southeast, LP

Phenix City

TBD

Phenix City

AL

36867-3640

Leased

Yes

Renal Treatment Centers-Southeast, LP

Jewel

West Town Plaza

Bessemer

AL

35020

Leased

No

Ross Clark Circle Dialysis, LLC

Wiregrass

1450 Ross Clark Circle

Dothan

AL

36301-4770

Leased

No

Sprewell Dialysis, LLC

Model City

1724 Leighton Avenue

Anniston

AL

36207-3833

Leased

No

Total Renal Care, Inc.

Birmingham (Southland Division Office)

3500 Blue Lake Drive

Birmingham

AL

30328

Leased

No

Capes Dialysis, LLC

Saline County

1200 North Main Street

Benton

AR

72015-3341

Leased

Yes

Capes Dialysis, LLC

Independence County

1710 Harrison St

Batesville

AR

72501-7315

Leased

No

Capes Dialysis, LLC

Newport

1914 & 1912 Mclain

Newport

AR

72112-3659

Leased

No

Capes Dialysis, LLC

Little Rock Midtown

2 Lile Court

Little Rock

AR

72205-6241

Leased

No

Capes Dialysis, LLC

Pulaski County

202 John Harden Drive

Jacksonville

AR

72076-3775

Leased

No

Capes Dialysis, LLC

Conway

2445 Christina Lane

Conway

AR

72034-6798

Leased

No

Capes Dialysis, LLC

Searcy

3210 Langley Drive

Searcy

AR

72143-6020

Leased

No

Capes Dialysis, LLC

Springhill

3401 Springhill Drive

North Little Rock

AR

72117-2925

Leased

No

Capes Dialysis, LLC

Springhill Home Training

3401 Springhill Drive

North Little Rock

AR

72117-2945

Leased

No

 

Sch 4.8-3

---

DVA Healthcare Renal Care, Inc.

CLSD-El Dorado

308 1/2 Cordell

El Dorado

AR

71730

Owned

No

DVA Renal Healthcare, Inc.

Central Little Rock

6 Freeway Drive

Little Rock

AR

72204-2486

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Marion

1120 State Highway 77

Marion

AR

72364-9046

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Osceola

1332 W Keiser Ave

Osceola

AR

72370-2919

Leased

Yes

ISD Renal, Inc fka DSI Renal, Inc.

Osceola

1420 W Keiser Avenue

Osceola

AR

72370-2919

Leased

Yes

ISD Renal, Inc fka DSI Renal, Inc.

Marion

2921 Highway 77 S

Marion

AR

72364-9046

Leased

No

Little Rock Dialysis Centers, LLC

Jacksonville

400 Tp White Drive

Jacksonville

AR

72076-3287

Leased

No

Little Rock Dialysis Centers, LLC

North Little Rock

4505 East Mccain Boulevard

North Little Rock

AR

72117-2902

Leased

No

Mena Dialysis Center, LLC

Mena

1106 Crestwood Circle

Mena

AR

71953-5516

Leased

Yes

Renal Treatment Centers-Southeast, LP

Ashley

1019 Fred Lagrone Dr

Crossett

AR

71635-4546

Leased

Yes

Renal Treatment Centers-Southeast, LP

Ouachita Valley

1114 Washington St Nw

Camden

AR

71701-3827

Leased

No

Renal Treatment Centers-Southeast, LP

Hot Springs

115 Wrights St

Hot Springs

AR

71913-6240

Leased

No

Renal Treatment Centers-Southeast, LP

Forrest City

1501 N Washington St

Forrest City

AR

72335-2152

Leased

Yes

Renal Treatment Centers-Southeast, LP

Malvern

1590 Tanner St

Rockport

AR

72104-2023

Leased

No

Renal Treatment Centers-Southeast, LP

Ouachita

1900 Malvern Ave

Hot Springs

AR

71901-7776

Leased

No

Renal Treatment Centers-Southeast, LP

Bradley County

204 North Bragg Street

Warren

AR

71671-2500

Leased

Yes

Renal Treatment Centers-Southeast, LP

Marked Tree

216 Hester Parker Drive

Marked Tree

AR

72365-2023

Leased

No

Renal Treatment Centers-Southeast, LP

Degray

312 Professional Park Dr

Arkadelphia

AR

71923-5355

Leased

Yes

Renal Treatment Centers-Southeast, LP

River Valley

3121 W 2nd Ct

Russellville

AR

72801-4504

Leased

No

Renal Treatment Centers-Southeast, LP

South Little Rock

6115 Baseline Road

Little Rock

AR

72209-4725

Leased

No

Renal Treatment Centers-Southeast, LP

South Arkansas

620 W Grove St

El Dorado

AR

71730-4462

Leased

No

Total Renal Care, Inc.

Bentonville

1104 Se 30th Street

Bentonville

AR

72712-4290

Leased

No

Total Renal Care, Inc.

Hempstead

1803 South Laurel

Hope

AR

71801-8219

Leased

No

Total Renal Care, Inc.

Southwest Arkansas

219 North Dudney

Magnolia

AR

71753-3110

Leased

No

Total Renal Care, Inc.

Southwest Arkansas

225 North Dudney

Magnolia

AR

71753-3110

Leased

No

Total Renal Care, Inc.

Siloam Springs

500 S. Mount Olive St.

Siloam Springs

AR

72761-3602

Leased

No

Total Renal Care, Inc.

Fayetteville

509 E Millsap Rd

Fayetteville

AR

72703-4862

Leased

No

Total Renal Care, Inc.

Springdale

708 Quandt Ave

Springdale

AR

72764-5309

Leased

No

Total Renal Care, Inc.

Miller County

816 East Street

Texarkana

AR

71854-6808

Leased

No

 

Sch 4.8-4

---

Barton Dialysis, LLC

Tucson Central

2901, 2903, 2905 E. Grant Road

Tucson

AZ

85716-2717

Leased

No

Calaveras Dialysis, LLC

Papago

5115 East Thomas Road, Suite 115

Phoenix

AZ

85018-7914

Leased

No

Desert Rocks Dialysis, LLC

Sweetwater Ridge

7362 W Thunderbird Rd

Peoria

AZ

85381-5028

Leased

No

DNP Management Company, LLC

Dnp Phoenix Management Service

2149 Warner Road

Tempe

AZ

85284-3495

Leased

No

DVA Healthcare Renal Care, Inc.

Yuma

2130 W 24th Street

Yuma

AZ

85364-6122

Leased

No

DVA Healthcare Renal Care, Inc.

Yuma South

7179 East 31st Place

Yuma

AZ

85365-8392

Leased

No

DVA Renal Healthcare, Inc.

Division

121 W. Ajo Way

Tucson

AZ

94010-1816

Leased

No

DVA Renal Healthcare, Inc.

Nogales

1605 N Industrial Park Drive

Nogales

AZ

85621-4577

Leased

No

DVA Renal Healthcare, Inc.

Tucson West

1780 West Anklam Road

Tuscon

AZ

85745-2632

Leased

No

DVA Renal Healthcare, Inc.

Tucson West Land

1780 West Anklan Road

Tucson

AZ

85745-2632

Leased

No

DVA Renal Healthcare, Inc.

Tucson South Central

2024 East Irvington

Tucson

AZ

85714-1825

Leased

No

DVA Renal Healthcare, Inc.

Tucson South

3662 South 16th Avenue

Tucson

AZ

85713-6001

Leased

No

DVA Renal Healthcare, Inc.

Sierra Vista

629 North Hwy 90

Sierra Vista

AZ

85635-2257

Leased

No

DVA Renal Healthcare, Inc.

Tucson East

6420 E. Broadway, Suite C300

Tucson

AZ

85710-3534

Leased

No

DVA Renal Healthcare, Inc.

Pascua Yaqui Tribe

7490 S. Camino De Oeste

Tucson

AZ

85746-9308

Leased

No

DVA Renal Healthcare, Inc.

Sells

Health And Humans Services Complex, Highway 86 Milepost 113

Sells

AZ

85634-3030

Leased

No

Grand Home Dialysis, LLC

Grand Home

14674 W Mountain View Blvd

Surprise

AZ

85374-2708

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Cottonwood

1697-1699 East Cottonwood Street

Cottonwood

AZ

86326-4120

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Cottonwood

203 S Candy Lane

Cottonwood

AZ

86326-4120

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Prescott

980 Willow Creek Road

Prescott

AZ

86301-1619

Leased

No

MGD-Medical Practice (Lifeline)

Phoenix 1b

1100 E University Drive

Tempe

AZ

85281

Leased

No

MGD-Medical Practice (Lifeline)

Lifeline Phoenix

2620 North 3rd St

Phoenix

AZ

85008

Leased

No

Northwest Tucson Dialysis, LLC

Northwest Tucson

2945 West Ina Road

Tucson

AZ

85741-2366

Leased

No

Rita Ranch Dialysis, LLC

Rita Ranch

7355 South Houghton Road

Tucson

AZ

85747-9379

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Mountain Vista

10238 East Hampton Avenue

Mesa

AZ

85209-3317

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Mesa

1134 East University Drive

Mesa

AZ

85203-8048

Leased

No

 

Sch 4.8-5

---

Southwest Kidney-DaVita Dialysis Partners, LLC

Arrowhead

20325 North 51st Avenue

Glendale

AZ

85308-4625

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Tempe

2149 Warner Road

Tempe

AZ

85284-3496

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Power Road

301 S Power Road

Mesa

AZ

85206-5243

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Phoenix

337 East Coronado Rd

Phoenix

AZ

85004-1582

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Raven

3540 E. Baseline Road

Phoenix

AZ

85042-9628

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Maryvale

4845 West Mcdowell Road

Phoenix

AZ

85035-4076

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Gilbert

5222 East Baseline Road

Gilbert

AZ

85234-2963

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Wickenburg

811 N Tegner

Wickenburg

AZ

85390-5409

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Estrella

8410 West Thomas Road

Phoenix

AZ

85037-3356

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Brookwood

8910 N. 43rd Avenue, Suite 107

Glendale

AZ

85302-5340

Leased

No

Southwest Kidney-DaVita Dialysis Partners, LLC

Ocotillo

975 W Chandler Heights Rd

Chandler

AZ

85248-5724

Leased

No

Sun City Dialysis Center, L.L.C.

Palm Brook

14664 North Del Webb Boulevard

Sun City

AZ

85351-2137

Leased

No

Sun City West Dialysis Center, LLC

Westbrook

13907 W. Camino Del Sol

Sun City West

AZ

85375-4405

Leased

No

Sun Desert Dialysis, LLC

Desert Dialysis

13000 N 103rd Ave

Sun City

AZ

85351

Leased

No

Total Renal Care, Inc.

Yuma III

1185 South Redondo Way

Yuma

AZ

85365-5305

Leased

No

Total Renal Care, Inc.

Westside Divisional Office

225 E German Rd

Gilbert

AZ

85297-2909

Leased

No

Total Renal Care, Inc.

Camelback

7321 East Osborn Road

Scottsdale

AZ

85251-6418

Leased

No

Total Renal Care, Inc.

Rim Country

809 W. Longhorn Road

Payson

AZ

85541-4280

Leased

No

Total Renal Care, Inc.

Desert Mountain

9220 East Mountain View Road

Scottsdale

AZ

85258-5134

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Kayenta VI Estates 132

#30 Owl Rock Drive

Kayenta

AZ

86033

Leased

No

 

Sch 4.8-6

---

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Tuba City 136-B

136B S Oak

Tuba City

AZ

86045-2905

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Tuba City Np18

500 Edgewater Dr

Tuba City

AZ

86045-2905

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Tuba City Center

500 Edgewater Drive

Tuba City

AZ

86045-2905

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Chinle

District 10

Chinle

AZ

86503-0879

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Kayenta

Highway 163, PO Box 217

Kayenta

AZ

86033

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Hopi

Highway 264, PO Box 964

Polacca

AZ

86042

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Kayenta Mobile Home 236

Kayenta Mobile Home Park, Space #236

Kayenta

AZ

86033

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Kayenta Mobile Home 297

Kayenta Mobile Home Park, Space #297

Kayenta

AZ

86033

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Kayenta Mobile Home 302

Kayenta Mobile Home Park, Space #302

Kayenta

AZ

86033

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Chinle

PO Box 879

Chinle

AZ

86503-0879

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Hopi #2028

PO Box 923

Polacca

AZ

86042

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Hopi-#2033

PO Box 923

Polacca

AZ

86042

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Tuba City Np09

Tuba City Mobile Home Park

Tuba City

AZ

86045-2905

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Tuba City Np20

Tuba City Mobile Home Park

Tuba City

AZ

86045-2905

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Tuba City Np50

Tuba City Mobile Home Park

Tuba City

AZ

86045-2905

Leased

No

 

Sch 4.8-7

---

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Tuba City Np72

Tuba City Mobile Home Park

Tuba City

AZ

86045-2905

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Tuba City Np80

Tuba City Mobile Home Park

Tuba City

AZ

86045-2905

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Tuba City Np89

Tuba City Mobile Home Park

Tuba City

AZ

86045-2905

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Tuba City Sp71

Tuba City Mobile Home Park

Tuba City

AZ

86045-2905

Leased

No

Animas Dialysis, LLC

Montebello

1721 W. Whittier Blvd

Montebello

CA

90640-4004

Leased

No

Animas Dialysis, LLC

East Los Angeles

950 Eastern Avenue

Los Angeles

CA

90022-4801

Leased

No

Arcadia Gardens Dialysis, LLC

Arcadia

3722 E. Colorado Boulevard

Pasadena

CA

91107-3872

Leased

No

Beverly Hills Dialysis Partnership

Beverly Hills

50 North La Cienega Blvd

Beverly Hills

CA

90211-2284

Leased

No

Bohama Dialysis, LLC

Rancho Cucamonga Home

8219 Rochester Ave

Rancho Cucamonga

CA

91730-0722

Leased

No

Bruno Dialysis, LLC

Mainplace

972 Town And County Road

Orange

CA

92868-4714

Leased

No

Bullards Dialysis, LLC

Placerville

3311 Coach Lane

Cameron Park

CA

95682-1446

Leased

No

Butano Dialysis, LLC

Sequoia

440 N. 11th Avenue

Hanford

CA

93230

Leased

No

Canyon Springs Dialysis, LLC

Moreno Valley

22555 Alessandro Blvd, Bldg 5

Moreno Valley

CA

92553-8533

Leased

Yes

Capital Dialysis Partnership

North Highlands

4612 Roseville Road

North Highlands

CA

95660-5175

Leased

No

Capital Dialysis Partnership

Orangevale

9267 Greenback Lane

Orangevale

CA

95662-4863

Leased

No

Channel Dialysis, LLC

Bermuda Dunes

78-010 Wildcat Dr.

Palm Desert

CA

92211-1116

Leased

No

Cheraw Dialysis, LLC

El Sobrante

3380 San Pablo Dam Road

San Pablo

CA

94803-7218

Leased

No

Chipeta Dialysis, LLC

Los Alamitos

4141 Katella Avenue

Los Alamitos

CA

90720-3406

Leased

No

Cinco Rios Dialysis, LLC

Sun City

1702 Illinois Ave

Perris

CA

92571-9371

Leased

No

Clearee Dialysis, LLC

North Madera

720 North I Street

Madera

CA

93637-3079

Leased

No

Clover Dialysis, LLC

Stevens Creek

100 O’Conner Drive

San Jose

CA

95128-1628

Leased

No

Cobbles Dialysis, LLC

Channel Island

3541 West Fifth Street

Oxnard

CA

93030

Leased

Yes

Conconully Dialysis, LLC

Laurel Meadows

3 Rossi Circle

Salias

CA

93907-2356

Leased

Yes

Coral Dialysis, LLC

Stockton

1810 S. Fresno Avenue

Stockton

CA

95202

Leased

No

Crystals Dialysis, LLC

Highland Ranch

7223 Church Street, Suite A-14

Highland

CA

92346-6837

Leased

No

 

Sch 4.8-8

---

Davita - Riverside II, LLC

Magnolia West

11161 Magnolia Avenue

Riverside

CA

92505-3605

Leased

No

Davita - Riverside II, LLC

Norco

1901 Town & Country Drive

Norco

CA

92860-3611

Leased

No

Davita - Riverside, LLC

Diamond Valley

1030 E. Florida Avenue

Hemet

CA

92543-4511

Leased

No

Davita - Riverside, LLC

Murrieta

27602 Clinton Keith Rd

Murrieta

CA

92562-8513

Leased

No

Davita - Riverside, LLC

Hemet

3050 W Florida Avenue

Hemet

CA

92545-3619

Leased

No

Davita - Riverside, LLC

Lake Elsinore

32291 Mission Trail Road, Bldg S

Lake Elsinore

CA

92530

Leased

No

DaVita Healthcare Partners Inc.

Park Place-Casita

2201 Park Place, Unit 102

El Segundo

CA

90245-4814

Leased

No

DaVita Healthcare Partners Inc.

San Jose

3162 S White Road, Suite 250

San Jose

CA

90245-4814

Leased

No

DaVita Healthcare Partners Inc.

Playa Davita

601 Hawaii Street

El Segundo

CA

90245-4814

Leased

No

DaVita Healthcare Partners Inc.

Cabana- IT

841 Apollo Street

El Segundo

CA

90245-4814

Leased

No

DaVita Rx, LLC

Davita Rx Divisonal Office

1111 Bayhill Drive

San Bruno

CA

94066-2302

Leased

No

DaVita Rx, LLC

Davita Rx

Airport Trade Center

San Bruno

CA

94066-2302

Leased

No

Dolores Dialysis, LLC

Cathedral City

30885 Date Palm Drive

Cathedral City

CA

92234-2958

Leased

No

Doves Dialysis, LLC

Carmel Mountain

9850 A-D Carmel Mountain Road

San Diego

CA

92129-2892

Leased

No

DVA Healthcare Renal Care, Inc.

GHc-Glendale

1000 E Palmer Avenue

Glendale

CA

91205

Owned

No

DVA Healthcare Renal Care, Inc.

Manteca

1156 South Main Street

Manteca

CA

95337-9505

Leased

No

DVA Healthcare Renal Care, Inc.

Burbank

1211 San Fernando Blvd

Burbank

CA

91504-4234

Leased

No

DVA Healthcare Renal Care, Inc.

North Hollywood

12126 Victory Blvd

Los Angeles

CA

91606-3205

Leased

No

DVA Healthcare Renal Care, Inc.

GHc-Inglewood

125 E Arbor Vitae

Inglewood

CA

90301

Owned

No

DVA Healthcare Renal Care, Inc.

Westminster South

14014 Magnolia Street

Westminster

CA

92683-4736

Leased

No

DVA Healthcare Renal Care, Inc.

GHc-Daly City

1498 Southgate Avenue

Daly City

CA

94015-4015

Owned

No

DVA Healthcare Renal Care, Inc.

San Francisco

1499 Webster St.

San Francisco

CA

94115-3705

Leased

No

DVA Healthcare Renal Care, Inc.

The Grove-Irvine-Admin

15253 Bake Parkway

Irvine

CA

92618

Leased

No

DVA Healthcare Renal Care, Inc.

The Grove-Irvine Corporate West-Admin

15261 & 15271 Laguna Canyon Road

Irvine

CA

92618

Leased

No

DVA Healthcare Renal Care, Inc.

Costa Mesa

1590 Scenic

Costa Mesa

CA

92626-1400

Leased

No

DVA Healthcare Renal Care, Inc.

Victor Valley

16041 & 16049 Kamana Road

Apple Valley

CA

92307-1331

Leased

No

DVA Healthcare Renal Care, Inc.

White Memorial

1700 Cesar E Chavez Ave

Los Angeles

CA

90033-2472

Leased

No

DVA Healthcare Renal Care, Inc.

Fontana

17590 Foothill Boulevard

Fontana

CA

92335-8416

Leased

No

 

Sch 4.8-9

---

DVA Healthcare Renal Care, Inc.

Pomona

2111 N. Garey Ave

Pomona

CA

91767-2328

Leased

No

DVA Healthcare Renal Care, Inc.

Berkeley

2655 Shattuck Ave

Berkeley

CA

94704-3237

Leased

No

DVA Healthcare Renal Care, Inc.

Selma

2711 Cinema Way

Selma

CA

93662-2662

Leased

Yes

DVA Healthcare Renal Care, Inc.

Imperial

2738 W Imperial Highway

Inglewood

CA

90303-3111

Leased

No

DVA Healthcare Renal Care, Inc.

GHc-Berkeley

2920 Telegraph Avenue

Berkeley

CA

94705-2031

Owned

No

DVA Healthcare Renal Care, Inc.

Northeast Bakersfield

3761 Mall View Rd

Bakersfield

CA

93306-3048

Leased

No

DVA Healthcare Renal Care, Inc.

Hanford

402 West Eighth Street

Hanford

CA

93230-4536

Leased

No

DVA Healthcare Renal Care, Inc.

Tracy

425 West Beverly Place, Suite A & B

Tracy

CA

95376-3086

Leased

No

DVA Healthcare Renal Care, Inc.

Chino

4445 Riverside Ave

Chino

CA

91710-3961

Leased

No

DVA Healthcare Renal Care, Inc.

Fresno

4753 W. Shaw Avenue

Fresno

CA

93722-6209

Leased

No

DVA Healthcare Renal Care, Inc.

Oakland

5354 Claremont Ave

Oakland

CA

94618-1035

Leased

No

DVA Healthcare Renal Care, Inc.

Stockton Home Training

545 East Cleveland, Suite C

Stockton

CA

95204-5535

Leased

No

DVA Healthcare Renal Care, Inc.

Los Banos

60 G Street Building 5

Los Banos

CA

93635-3658

Leased

No

DVA Healthcare Renal Care, Inc.

Upland

600 North 13th Ave

Upland

CA

91786-4957

Leased

No

DVA Healthcare Renal Care, Inc.

Chinatown

636 Clay Street

San Francisco

CA

94111-2502

Leased

No

DVA Healthcare Renal Care, Inc.

Bakersfield South

7701 White Lane

Bakersfield

CA

93309-0201

Leased

No

DVA Healthcare Renal Care, Inc.

Bakersfield

8501 Brimhall, Building 500

Bakersfield

CA

93312-2258

Leased

No

DVA Healthcare Renal Care, Inc.

Delano

905 Main Street

Delano

CA

93215-3714

Leased

No

DVA Renal Healthcare, Inc.

Alameda County

10700 Macarthur Blvd

Oakland

CA

94605-5260

Leased

No

DVA Renal Healthcare, Inc.

Palm Springs

1074-8 N. Palm Canyon Drive

Palm Springs

CA

92262-4854

Leased

No

DVA Renal Healthcare, Inc.

Division

1100 Grove Avenue

Ontario

CA

91761-4572

Leased

No

DVA Renal Healthcare, Inc.

Anaheim

1107 West La Palma Ave

Anaheim

CA

92801-2804

Leased

No

DVA Renal Healthcare, Inc.

Atwater

1201 Commerce Avenue

Atwater

CA

95301-5224

Leased

No

DVA Renal Healthcare, Inc.

Santa Monica

1260 15th Street

Santa Monica

CA

90404-1136

Leased

No

DVA Renal Healthcare, Inc.

San Ysidro

1445 30th St

San Diego

CA

92154-3496

Leased

No

DVA Renal Healthcare, Inc.

Huntington Beach

16892 Bolsa Chica

Huntington Beach

CA

92649-3571

Leased

No

DVA Renal Healthcare, Inc.

Los Angeles Downtown

2001-2021 South Flower Street

Los Angeles

CA

90007-1342

Leased

No

DVA Renal Healthcare, Inc.

Escondido

203 East Second Avenue

Escondido

CA

92025-4212

Leased

No

DVA Renal Healthcare, Inc.

San Diego Acute

2232 Verus Street #D

San Diego

CA

92154-4706

Leased

No

 

Sch 4.8-10

---

DVA Renal Healthcare, Inc.

Fullerton

230 Orangefair Mall

Fullerton

CA

92832-3037

Leased

No

DVA Renal Healthcare, Inc.

Saddleback

23141 Plaza Pointe Drive

Laguna Hills

CA

92653-1425

Leased

No

DVA Renal Healthcare, Inc.

Central Valley Acutes

2370 North Walnut Avenue

Turlock

CA

95340-0964

Leased

No

DVA Renal Healthcare, Inc.

Mission Viejo

27640 Marguerite Parkway

Mission Viejo

CA

92692-3604

Leased

No

DVA Renal Healthcare, Inc.

San Diego East

292 Euclid Ave

San Diego

CA

92114-3629

Leased

No

DVA Renal Healthcare, Inc.

Auburn

3126 Professional Drive

Auburn

CA

95603-2411

Leased

No

DVA Renal Healthcare, Inc.

San Juan Capistrano South

31736 Rancho Viejo Road

San Juan Capistrano

CA

92675-2783

Leased

No

DVA Renal Healthcare, Inc.

Encinitas

332 Santa Fe Drive

Encinitas

CA

92024-5143

Leased

No

DVA Renal Healthcare, Inc.

Merced

3393 G Street

Merced

CA

95340-1308

Leased

No

DVA Renal Healthcare, Inc.

Grass Valley

360 Crown Point Circle

Grass Valley

CA

95945-2543

Leased

Yes

DVA Renal Healthcare, Inc.

Visalia

5429 West Cypress

Visalia

CA

93277-8341

Leased

No

DVA Renal Healthcare, Inc.

Tulare

545 East Tulare Avenue

Tulare

CA

93274-4220

Leased

No

DVA Renal Healthcare, Inc.

Benicia

560 First Street

Benicia

CA

94510-3293

Leased

No

DVA Renal Healthcare, Inc.

Pacific Gold Reg 2

568 E Herndon Ave

Fresno

CA

93720-2989

Leased

No

DVA Renal Healthcare, Inc.

Hi-Desert

58457 - 29 Palms Highway

Yucca Valley

CA

92284-5879

Leased

Yes

DVA Renal Healthcare, Inc.

Banning

6090 West Ramsey St

Banning

CA

92220-3052

Leased

Yes

DVA Renal Healthcare, Inc.

College

6535 University Ave

San Diego

CA

92115-5810

Leased

No

DVA Renal Healthcare, Inc.

Fresno North

770 West Pinedale Avenue

Fresno

CA

93711-5744

Leased

No

DVA Renal Healthcare, Inc.

Tower

8635 West Third Street, Suite 560w

Los Angeles

CA

90048-6110

Leased

No

DVA Renal Healthcare, Inc.

San Diego South

995 Gateway Center Way

San Diego

CA

92102-4550

Leased

No

Edisto Dialysis, LLC

Garden Grove

13052 and 13054 N. Harbor Blvd.

Garden Grove

CA

92843-1744

Leased

No

Eldrist Dialysis, LLC

Arcadia Oaks

721 West Huntington Drive

Arcadia

CA

91007

Leased

No

Elk Grove Dialysis Center, LLC

Elk Grove

9281 Office Park Circle

Elk Grove

CA

95758-8069

Leased

No

Flagler Dialysis, LLC

Moreno Valley

22620 Goldencrest Drive

Moreno Valley

CA

92553-9032

Leased

No

Fullerton Dialysis Center, LLC

Crossroads

Crossroads Center

Fullerton

CA

92831-1707

Leased

No

Glassland Dialysis, LLC

Los Angeles

3901 S. Western Avenue

Los Angeles

CA

90062-1112

Leased

No

Goliad Dialysis, LLC

North Sacramento

251 Lathrop Way, Suite A

Sacramento

CA

95815-4223

Leased

No

Greater Los Angeles Dialysis Centers, LLC

Wilshire

1212 Wilshire Blvd

Los Angeles

CA

90017-1902

Leased

No

Greater Los Angeles Dialysis Centers, LLC

University Park

3986 S Figueroa Street

Los Angeles

CA

90037-1222

Leased

No

 

Sch 4.8-11

---

Greater Los Angeles Dialysis Centers, LLC

Hollywood

5108 Sunset Blvd.

Los Angeles

CA

90027-5708

Leased

No

Griffin Dialysis, LLC

Calvine

8243 E. Stockton Blvd.

Sacramento

CA

95828-8200

Leased

No

Hanford Dialysis, LLC

Hanford

900 North Douty Street

Hanford

CA

93230-3918

Leased

No

Harmony Dialysis, LLC

Fairfield Downtown

1800 North Texas Street

Fairfield

CA

94533-4441

Leased

No

Hart Dialysis, LLC

Anaheim West

1821 - 1823 West Lincoln Avenue

Anaheim

CA

92801-6731

Leased

No

Hawaiian Gardens Dialysis Center, LLC

Hawaiian Gardens

22437 Norwalk Blvd

Hawaiian Gardens

CA

90716-1510

Leased

No

Hazelton Dialysis, LLC

Sunny Crest

1950 Sunny Crest Drive

Fullerton

CA

92835-3638

Leased

No

Hills Dialysis, LLC

Carabello

757 East Washington Blvd

Los Angeles

CA

90021-3016

Leased

No

Hunter Dialysis, LLC

Moorpark

883 Patriot Drive

Moorpark

CA

93021-3352

Leased

Yes

Huntington Park Dialysis, LLC

Huntington Park

5942 Rugby Ave

Huntington Park

CA

90255-2803

Leased

No

Hyde Dialysis, LLC

Calvine Home

8231 East Stockton Blvd.

Sacramento

CA

95828-8202

Leased

No

Kamiah Dialysis, LLC

Pomona Valley

2703 S. Towne Avenue

Pomona

CA

91766-6206

Leased

No

Lighthouse Dialysis, LLC

Lemoore

1345 W Bush Street

Lemoore

CA

93245-3303

Leased

No

Llano Dialysis, LLC

El Cerrito

10690 San Pablo Avenue

El Cerrito

CA

94530-2620

Leased

Yes

Llano Dialysis, LLC

Vallejo

121-123 Hospitaldrive

Vallejo

CA

94589-2562

Leased

Yes

Llano Dialysis, LLC

GHc-Vallejo

125 Hospital Drive

Vallejo

CA

94589-2562

Owned

No

Llano Dialysis, LLC

San Pablo

14020 San Pablo Ave

San Pablo

CA

94806-3604

Leased

Yes

Long Beach Dialysis Center, LLC

Bixby Knolls

3744 Long Beach Blvd

Long Beach

CA

90807-3310

Leased

No

Manito Dialysis, LLC

Glendora Foothills

750 West route 66

Glendora

CA

91740-4162

Leased

No

Marysville Dialysis Center, LLC

Marysville

1015 8th Street

Marysville

CA

95901-5271

Leased

No

Mazonia Dialysis, LLC

El Dorado

2977 Redondo Avenue

Long Beach

CA

90806-2445

Leased

No

Meridian Dialysis, LLC

Anaheim

1324 S. Euclid Street

Anaheim

CA

92802-2002

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Orange County

12555 Garden Grove Blvd.

Garden Grove

CA

92843-1906

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Solano

127 Hospital Drive

Vallejo

CA

94589-2562

Leased

No

MGD-Medical Practice (Lifeline)

Lifeline-Long Beach

16506 Lakewood Blvd

Bellflower

CA

90706-5165

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Inglewood

323 North Prairie Avenue

Inglewood

CA

90301-4501

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Riverside 1b

36955 Cook Street

Palm Desert

CA

92211-6066

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Riverside

4100 Latham Street

Riverside

CA

92501

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Fresno

568 E Herndon Ave

Fresno

CA

93720-2907

Leased

No

 

Sch 4.8-12

---

MGD-Medical Practice (Lifeline)

San Diego

6402 El Cajon Boulevard

San Diego

CA

92115-2645

Leased

No

MGD-NAMG-Home Dialysis, LLC

Riverside

3660 Park Sierra Dr

Riverside

CA

92505

Leased

No

MGD-NAMG-Home Dialysis, LLC

Riverside Pd Central

3660 Park Sierra Dr

Riverside

CA

92505-3071

Leased

No

MGD-NAMG-Home Dialysis, LLC

Riverside Pd

3660 Park Sierra Drive, Suite 108

Riverside

CA

92505-3071

Leased

No

Mulgee Dialysis, LLC

Hawthorne

14204 Prairie Ave

Hawthorne

CA

90250-7908

Leased

No

Natomas Dialysis, LLC

Natomas

30 Golden Land Ct

Sacramento

CA

95834-2423

Leased

No

Nuevo Dialysis, LLC

Laguna Hills

25352 Cabot Road

Laguna Hills

CA

92653-5521

Leased

No

Olive Dialysis, LLC

South Gate

9848 Atlantic Blvd

South Gate

CA

90280-5219

Leased

No

Orange Dialysis, LLC

Whittier Hills

10055 Whittwood Drive

Whittier

CA

90603-2313

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Dpc Shine-Covina

65 N First Avenue

Arcadia

CA

91006-3207

Leased

No

Palomar Dialysis, LLC

Livermore

3201 Doolan Rd, Suite 175

Livermore

CA

94551-9610

Leased

No

Percha Dialysis, LLC

Daly City Home Training

74 Camaritas Ave

South San Francisco

CA

94080-3133

Leased

No

Plaine Dialysis, LLC

Yuba City

1525 Plumas Court

Yuba City

CA

95991-2971

Leased

No

Pokagon Dialysis, LLC

Bluff Rd

100 W. Washington Blvd.

Monebello

CA

90640-2170

Leased

No

Ponca Dialysis, LLC

Tully Road Home Training

1290 Tully Road

San Jose

CA

95122-3069

Leased

No

Priday Dialysis, LLC

Silicon Valley Home Training

725 Ridder Park Drive, Suites 50-70

San Jose

CA

95131-2431

Leased

No

Renal Treatment Centers-California, Inc.

Long Beach Harbor (UCLA)

1075 East Pacific Coast Highway

Long Beach

CA

90806-5089

Leased

No

Renal Treatment Centers-California, Inc.

Creekside

141 Parker Street

Vacaville

CA

95688-3921

Leased

No

Renal Treatment Centers-California, Inc.

Clearlake

14400 Olympic Drive

Clearlake

CA

95422-8809

Leased

Yes

Renal Treatment Centers-California, Inc.

Bellflower

15736 Woodruff Avenue

Bellflower

CA

90706-4018

Leased

No

Renal Treatment Centers-California, Inc.

Santa Ana

1820 E Deere Ave.

Santa Ana

CA

92705-5721

Leased

No

Renal Treatment Centers-California, Inc.

Ontario

1950 Grove Ave, Suites 101-105

Ontario

CA

91761-5693

Leased

No

Renal Treatment Centers-California, Inc.

Santa Monica

2020 Santa Monica Blvd.

Santa Monica

CA

90404-2139

Leased

No

Renal Treatment Centers-California, Inc.

Corona

2057 Compton Avenue, Bldg #6

Corona

CA

92881-7287

Leased

No

Renal Treatment Centers-California, Inc.

Concord

2300 Stanwell Drive

Concord

CA

94520-4841

Leased

No

Renal Treatment Centers-California, Inc.

South Chico

2345 Forest Ave

Chico

CA

95928-7641

Leased

No

Renal Treatment Centers-California, Inc.

Red Bluff

2455 Sister Mary Columba Drive

Red Bluff

CA

96080-4364

Leased

No

 

Sch 4.8-13

---

Renal Treatment Centers-California, Inc.

Moreno Valley

26900 Cactus Ave.

Moreno Valley

CA

92555-3912

Leased

Yes

Renal Treatment Centers-California, Inc.

Tokay

312 South Fairmont Ave, Suite A

Lodi

CA

95240-3840

Leased

No

Renal Treatment Centers-California, Inc.

Rosemead

3212 Rosemead Blvd

El Monte

CA

91731-2807

Leased

No

Renal Treatment Centers-California, Inc.

Napa

3900-C Bel Aire Plaza

Napa

CA

94558-2823

Leased

No

Renal Treatment Centers-California, Inc.

Mountain Vista

4041 North University Parkway

San Bernadino

CA

92407-1823

Leased

Yes

Renal Treatment Centers-California, Inc.

Temecula

40945 County Center Drive, Suite #E

Temecula

CA

92591-6006

Leased

No

Renal Treatment Centers-California, Inc.

Imperial Care

4345 E. Imperial Highway

Lynwood

CA

90262-2318

Leased

No

Renal Treatment Centers-California, Inc.

Riverside

4361 Latham Street

Riverside

CA

92501-1767

Leased

Yes

Renal Treatment Centers-California, Inc.

Fairfield

4660 Central Way

Fairfield

CA

94534-1803

Leased

No

Renal Treatment Centers-California, Inc.

Brea

595 Tamarack Avenue Suite A

Brea

CA

92821-3125

Leased

No

Renal Treatment Centers-California, Inc.

Tokay Home Pd

777 South Ham Lane, Suite L

Lodi

CA

95242-3593

Leased

No

Renal Treatment Centers-California, Inc.

Lakeport

804 - 11th Street, Suite 2

Lakeport

CA

95453-4102

Leased

No

Renal Treatment Centers-California, Inc.

San Bernardino II

894 Hardt Street

San Bernardino

CA

92408-2854

Leased

No

Renal Treatment Centers-California, Inc.

Vacaville

941 Merchant Street

Vacaville

CA

95688-5315

Leased

No

Roose Dialysis, LLC

Stockton Ca

1523 East March Lane, Suite 200

Stockton

CA

95210-5607

Leased

No

San Marcos Dialysis LLC

San Marcos

2135 Montiel Road, Building B

San Marcos

CA

92069-3511

Leased

No

Santa Fe Springs Dialysis, LLC

Santa Fe Springs

11149 Washington Blvd.

Whittier

CA

90606-3007

Leased

No

Sapelo Dialysis, LLC

San Leandro

2551 Merced Street

San Leandro

CA

94577-4207

Leased

No

Seabay Dialysis, LLC

San Bernardino

966 E. Hospitality Lane

San Bernardino

CA

92408-2818

Leased

No

Shadow Dialysis, LLC

Antelope

6406 Tupelo Drive, Suite A

Citrus Heights

CA

95621-1780

Leased

No

Shayano Dialysis, LLC

San Leandro

15555 E. 14th Street, Suite 520

San Leandro

CA

94578-1949

Leased

No

Skagit Dialysis, LLC

Silicon Valley

725 Ridder Park Drive, Suite 10

San Jose

CA

95131-2431

Leased

No

Soledad Dialysis Center, LLC

Soledad

901 Los Coches Drive

Soledad

CA

93960-2995

Leased

No

South Fork Dialysis, LLC

Herndon

560 E. Herndon Avenue, Suite 101

Fresno

CA

93720-2907

Leased

No

Stewart Dialysis, LLC

Richmond

4200 Mcdonald Avenue

Richmond

CA

94805-2315

Leased

No

Sunset Dialysis, LLC

Sunset

3071 Gold Canal Drive

Rancho Cordova

CA

95670-6129

Leased

No

Total Renal Care, Inc.

Mills Dialysis

100 S. San Mateo Drive

San Mateo

CA

94401-3805

Leased

No

Total Renal Care, Inc.

Palo Alto

1000 Marshall Street

Redwood City

CA

94063-2027

Leased

No

Total Renal Care, Inc.

Santa Fe Springs

10012 Norwalk Blvd

Santa Fe Springs

CA

90670-3345

Leased

No

 

Sch 4.8-14

---

Total Renal Care, Inc.

San Luis Osbispo

1043 Marsh Street

San Luis Obispo

CA

93401-3629

Leased

No

Total Renal Care, Inc.

UCLA

10630 Santa Monica

Los Angeles

CA

90025-4837

Leased

Yes

Total Renal Care, Inc.

Silverado Dialysis

1100 Trancas Street

Napa

CA

94558-2921

Leased

No

Total Renal Care, Inc.

Exeter

1116 W Visalia Road

Exeter

CA

93221-1482

Leased

No

Total Renal Care, Inc.

Visalia At Home Pd

1120 N. Chinowth Street

Visalia

CA

93291-7896

Leased

No

Total Renal Care, Inc.

Airport—Sunrise

11300 Hawthorne Blvd.

Hawthorne

CA

90304-2715

Leased

Yes

Total Renal Care, Inc.

Coalinga

1147 Phelps Avenue

Coalinga

CA

93210-9662

Leased

No

Total Renal Care, Inc.

Delta View

1150 E Leland Road

Pittsburg

CA

94565-5319

Leased

No

Total Renal Care, Inc.

Downey Kaiser

11611 Bellflower Blvd

Downey

CA

90241-5408

Leased

No

Total Renal Care, Inc.

Kenneth Hahn

11854 Wilmington Ave.

Willowbrook

CA

90059-3016

Leased

No

Total Renal Care, Inc.

Norwalk II Ca

11913 Firestone Blvd.

Norwalk

CA

90650-2904

Leased

No

Total Renal Care, Inc.

Walnut Creek West

1221 Rossmoor Parkway

Walnut Creek

CA

94596

Leased

No

Total Renal Care, Inc.

Norwalk

12375 E. Imperial Hwy, D-3

Norwalk

CA

90650-3129

Leased

No

Total Renal Care, Inc.

Vallejo

125 Corporate Place

Vallejo

CA

94590-6968

Leased

No

Total Renal Care, Inc.

Anaheim Harbor

1260 N. Harbor Blvd

Anaheim

CA

92801

Leased

No

Total Renal Care, Inc.

Belmont

1261 East Hillsdale Boulevard

Foster City

CA

94404-1236

Leased

No

Total Renal Care, Inc.

Tully Road

1290 Tully Road

San Jose

CA

95122-3069

Leased

No

Total Renal Care, Inc.

Sunrise

13039 Hawthorne Blvd

Hawthorne

CA

90304-2715

Leased

Yes

Total Renal Care, Inc.

Carson

1309 E Carson St

Carson

CA

90745-1631

Leased

No

Total Renal Care, Inc.

Templeton

1310 Las Tablas Rd

Templeton

CA

93465-9746

Leased

No

Total Renal Care, Inc.

Alhambra

1315 Alahmbra Blvd

Sacramento

CA

95816-5245

Leased

No

Total Renal Care, Inc.

East Bay Peritoneal

13939 E. 14th St., Suite# 110

San Leandro

CA

94578-2613

Leased

No

Total Renal Care, Inc.

San Rafael

1415 3rd Street

San Rafael

CA

94901-2826

Leased

No

Total Renal Care, Inc.

Hesperia

14163 Main Street

Hesperia

CA

92345-8097

Leased

No

Total Renal Care, Inc.

Los Gatos

14251 Winchester Boulevard, Suite 100

Los Gatos

CA

95032-1811

Leased

No

Total Renal Care, Inc.

West Glendale

1429 S. Glendale Avenue

Glendale

CA

91205-3313

Leased

Yes

Total Renal Care, Inc.

San Francisco Home Training

1493 Webster Street

San Francisco

CA

94115-3705

Leased

No

Total Renal Care, Inc.

Discovery Home Training (fka Santa Maria PD) (PD Only)

1503 East Main Street

Santa Maria

CA

93458

Leased

No

 

Sch 4.8-15

---

Total Renal Care, Inc.

North Glendale

1505 Wilson Terrace, Suite 190

Glendale

CA

91206-4015

Leased

No

Total Renal Care, Inc.

Covina

1547 West Garvey Avenue North

West Covina

CA

91790-2139

Leased

No

Total Renal Care, Inc.

Gateway Plaza

1580 Rosecrans Avenue

Compton

CA

90220-1001

Leased

No

Total Renal Care, Inc.

Lodi

1610 W. Kettleman Lane

Lodi

CA

95242-4210

Leased

No

Total Renal Care, Inc.

Joy Of Dixon

1640 North Lincoln Street

Dixon

CA

95620-9268

Leased

No

Total Renal Care, Inc.

Palmdale

1643 E. Palmdale Boulevard

Palmdale

CA

93550-4847

Leased

No

Total Renal Care, Inc.

Yosemite Street

1650 West Yosemite Avenue

Manteca

CA

95337-5193

Leased

No

Total Renal Care, Inc.

Artesia Home Training

16506 Lakewood Blvd

Bellflower

CA

90706-5165

Leased

No

Total Renal Care, Inc.

Fountain Valley

17150 Euclid Ave

Fountain Valley

CA

92708-4092

Leased

No

Total Renal Care, Inc.

Burlingame Dialysis

1720 El Camino Real

Burlingame

CA

94010-3225

Leased

No

Total Renal Care, Inc.

Antelope Valley

1759 West Avenue J, #102

Lancaster

CA

93534-2703

Leased

No

Total Renal Care, Inc.

Ceres

1768 Mitchell Road

Ceres

CA

95307-2156

Leased

No

Total Renal Care, Inc.

South Valley

17815 Ventura Boulevard

Encino

CA

91316-3600

Leased

No

Total Renal Care, Inc.

Redding

1876 Park Marina Drive

Redding

CA

96001-0913

Leased

No

Total Renal Care, Inc.

Oxnard

1900 Outlet Center Drive

Oxnard

CA

93036-0677

Leased

Yes

Total Renal Care, Inc.

Cerritos

19222 Poineer Blvd

Cerritos

CA

90703-6601

Leased

No

Total Renal Care, Inc.

Boyle Heights

1934 East 1st Street

Los Angeles

CA

90033-3413

Leased

No

Total Renal Care, Inc.

Greater El Monte

1938 Tyler Avenue

South El Monte

CA

91733-3623

Leased

No

Total Renal Care, Inc.

Cornerhouse

2005 Naglee

San Jose

CA

95128-4801

Leased

No

Total Renal Care, Inc.

Beverlywood

2080 Century Park East

Los Angeles

CA

90035

Leased

No

Total Renal Care, Inc.

Indian Wells Valley

212 South Richmond Road

Ridgecrest

CA

93555-4434

Leased

Yes

Total Renal Care, Inc.

Harbor UCLA

21600 S. Vermont Avenue

Torrance

CA

90502-1940

Leased

No

Total Renal Care, Inc.

Hayward II

21615 Hesperian Blvd

Hayward

CA

94541-7026

Leased

No

Total Renal Care, Inc.

Colma

2201 Junipero Serra Boulevard

Daly City

CA

94014-1908

Leased

Yes

Total Renal Care, Inc.

Garfield Pd

228 N. Garfield Avenue

Monterey Park

CA

91754-1709

Leased

No

Total Renal Care, Inc.

Pacific

2351 Clay St

San Francisco

CA

94115-1931

Leased

No

Total Renal Care, Inc.

Region

2420 Del Paso Road

Sacramento

CA

95834-9673

Leased

No

Total Renal Care, Inc.

Camarillo

2438 Ponderosa Drive

Camarillo

CA

93010-2465

Leased

Yes

 

Sch 4.8-16

---

Total Renal Care, Inc.

Sanger

2517 Jensen Avenue Building B

Sanger

CA

93657-2251

Leased

No

Total Renal Care, Inc.

Santa Paula

253 March St

Santa Paula

CA

93060-2511

Leased

No

Total Renal Care, Inc.

South Hayward

254 Jackson Street

Hayward

CA

94544-1907

Leased

No

Total Renal Care, Inc.

Monterey Park #D102

2560 Corp. Place, Suite #D102

Monterey Park

CA

91754-7612

Leased

No

Total Renal Care, Inc.

Ash Tree

2666 N Grove Industrial Drive

Fresno

CA

93727-1552

Leased

No

Total Renal Care, Inc.

Mission

2700 Geary Street

San Francisco

CA

94103

Leased

No

Total Renal Care, Inc.

Ventura

2705 Loma Vista Road

Ventura

CA

93003-1596

Leased

Yes

Total Renal Care, Inc.

Silver Lake-Formerly 3163

2723 West Temple Street

Los Angeles

CA

90026-4723

Leased

No

Total Renal Care, Inc.

Simi Valley

2950 North Sycamore Dr Ste 100

Simi Valley

CA

93065-1210

Leased

No

Total Renal Care, Inc.

Archway

3001 Health Care Way, Building E

Modesto

CA

95356-8503

Leased

No

Total Renal Care, Inc.

Archway Modesto

3001 Health Care Way, Building E

Modesto

CA

95356-8503

Leased

No

Total Renal Care, Inc.

Antioch

3100 Delta Fair Blvd.

Antioch

CA

94509-4001

Leased

No

Total Renal Care, Inc.

United

3111 Long Beach Blvd

Long Beach

CA

90807-5015

Leased

No

Total Renal Care, Inc.

East San Jose

3162 S. White Road # 100

San Jose

CA

95148-4019

Leased

Yes

Total Renal Care, Inc.

Pismo Beach

320 James Way

Pismo Beach

CA

93449-2875

Leased

No

Total Renal Care, Inc.

Union City

32930 Alvarado Niles Road

Union City

CA

94587-8101

Leased

No

Total Renal Care, Inc.

Santa Clara

3572 Homestead Ave

Santa Clara

CA

95051-5118

Leased

No

Total Renal Care, Inc.

Kidney Dialysis Care Unit

3600 E. Martin Luther King Blvd

Lynwood

CA

90262-2607

Leased

No

Total Renal Care, Inc.

Thousand Oaks

375 Rolling Oaks Drive

Thousand Oaks

CA

91361-1024

Leased

Yes

Total Renal Care, Inc.

Walnut Creek At Home

400 North Wiget Lane

Walnut Creek

CA

94598

Leased

No

Total Renal Care, Inc.

Manzanita Pd

4005 Manzanita Avenue

Carmichael

CA

95608-1779

Leased

No

Total Renal Care, Inc.

North Clinic

4005 Manzanita Avenue

Carmichael

CA

95608-1779

Leased

No

Total Renal Care, Inc.

Walnut Creek

404 North Wiget Lane

Walnut Creek

CA

94598-2408

Leased

No

Total Renal Care, Inc.

Anaheim Hills

4201 E La Palma Ave

Anaheim

CA

92807-1815

Leased

No

Total Renal Care, Inc.

Bakersfield Oak Street

422 Oak Street

Bakersfield

CA

93304-1744

Leased

No

Total Renal Care, Inc.

Oakland Chabot EBN

4242 - 4246 Broadway

Oakland

CA

94601

Leased

No

Total Renal Care, Inc.

San Jose Hhd/Pd

4400 B & C Stevens Creek Boulevard

San Jose

CA

95129-1104

Leased

No

 

Sch 4.8-17

---

Total Renal Care, Inc.

Davies

45 Castro Street

San Francisco

CA

94114-1032

Leased

No

Total Renal Care, Inc.

Lakewood

4611 Silva Street

Lakewood

CA

90712-2512

Leased

No

Total Renal Care, Inc.

Merced East

464 E Yosemite Ave

Merced

CA

95340-8489

Leased

No

Total Renal Care, Inc.

Sacramento Mobile Services Acute

4650 Northgate Blvd

Sacramento

CA

95834-1156

Leased

No

Total Renal Care, Inc.

Madera

501 East Almond Avenue

Madera

CA

93637-5661

Leased

No

Total Renal Care, Inc.

Montclair

5050 Palo Verde Street

Montclair

CA

91763-2329

Leased

No

Total Renal Care, Inc.

Dinuba

510 E. North Way

Dinuba

CA

93618-1653

Leased

No

Total Renal Care, Inc.

Bakersfield

5143 Office Park Drive

Bakersfield

CA

93309-0660

Leased

No

Total Renal Care, Inc.

Washington Plaza

516-522 E. Washington Blvd.

Los Angeles

CA

90015-3723

Leased

No

Total Renal Care, Inc.

Chico

530 Cohasset Road

Chico

CA

95926-2212

Leased

No

Total Renal Care, Inc.

La Palma

5451 La Palma Ave

La Palma

CA

90623-1731

Leased

No

Total Renal Care, Inc.

Delta

555 West Benjamin Holt Drive

Stockton

CA

95207-3839

Leased

No

Total Renal Care, Inc.

Fresno Pd

568 East Herndon Avenue

Fresno

CA

93720-2989

Leased

No

Total Renal Care, Inc.

Pleasanton

5720 Stoneridge Mall Road

Pleasanton

CA

94588-2882

Leased

No

Total Renal Care, Inc.

Avalon

5807 S. Avalon Avenue

Los Angeles

CA

90047

Leased

No

Total Renal Care, Inc.

Nephron

5812-5820 Downey Ave

Long Beach

CA

90805-4517

Leased

No

Total Renal Care, Inc.

San Rafael

650 Las Gallinas Blvd

San Rafael

CA

94903-3620

Leased

No

Total Renal Care, Inc.

Valley

6840 Sepulveda Blvd.

Van Nuys

CA

91405-4401

Leased

No

Total Renal Care, Inc.

South Sacramento

7000 Franklin Blvd., Suite 880

Sacramento

CA

95823-1838

Leased

No

Total Renal Care, Inc.

Florin

7000 Stockton Blvd.

Sacramento

CA

95823-2312

Leased

No

Total Renal Care, Inc.

Premier

7612 Atlantic Ave

Cudahy

CA

90201-5020

Leased

No

Total Renal Care, Inc.

Sierra Terrific Div.

7755 Pardee Lane

Oakland

CA

94621-3040

Leased

No

Total Renal Care, Inc.

Crescent Heights

8151 Beverly Blvd

Los Angeles

CA

90048-4514

Leased

Yes

Total Renal Care, Inc.

Paramount

8319 Alondra Blvd.

Paramount

CA

90723-4403

Leased

No

Total Renal Care, Inc.

Iowa Street

8333 Iowa Street

Downey

CA

90241-4994

Leased

No

Total Renal Care, Inc.

Downey

8600-8630 Florence Ave.

Downey

CA

90240-4017

Leased

Yes

Total Renal Care, Inc.

Arvin

902 Bear Mountain Blvd

Arvin

CA

93203-1317

Leased

No

Total Renal Care, Inc.

Montclair

9140 Monte Vista Avenue

Montclair

CA

91763-2329

Leased

No

Total Renal Care, Inc.

South San Francisco

925 El Camino Real

South San Francisco

CA

94080-3203

Leased

No

 

Sch 4.8-18

---

Total Renal Care, Inc.

Salinas

955 Blanco Cir, Suite C

Salinas

CA

93901-4452

Leased

No

Total Renal Care, Inc.

Visalia Vineyard

TBD

Visalia

CA

93292-3643

Leased

No

Total Renal Care-Eaton Canyon Dialysis Center Partnership

Eaton Canyon

2551 East Washington Blvd

Pasadena

CA

91107-1446

Leased

No

Turlock Dialysis Center, LLC

Turlock

50 W Syracuse Avenue

Turlock

CA

95380-3143

Leased

Yes

Tustin Dialysis Center, LLC

Tustin

2090 N. Tustin Ave

Santa Ana

CA

92705-7869

Leased

No

University Dialysis Center, LLC

University

777 Campus Commons Drive

Sacramento

CA

95825-8344

Leased

No

USC-Davita Dialysis Center, LLC

USC University Park

2310 Alcazar St.

Los Angeles

CA

90033-5327

Leased

No

VillageHealth DM, LLC

Riverside

4361 Latham Street

Riverside

CA

92501-4332

Leased

No

Villanueva Dialysis, LLC

Mojave Sage

17207 Jasmine St

Victorville

CA

92395-7786

Leased

No

Walcott Dialysis, LLC

Newport Irvine

4300 Von Karman Ave

Newport Beach

CA

92660

Leased

No

Walker Dialysis, LLC

Hayward III

1661 Industrial Parkway West

Hayword

CA

94544-7046

Leased

No

Walker Dialysis, LLC

Fremont

2599 Stevenson Blvd

Fremont

CA

94538-2315

Leased

No

Walker Dialysis, LLC

Fremont At Home

39355 California St

Fremont

CA

94538-1447

Leased

No

Walton Dialysis, LLC

Colton Ranch

1405 West Valley Boulevard

Colton

CA

92324-1910

Leased

No

Weldon Dialysis, LLC

Roseville

1836 Sierra Gardens Drive

Roseville

CA

95661-2943

Leased

No

West Elk Grove Dialysis LLC

West Elk Grove

2208 Kausen Drive, Suite 100

Elk Grove

CA

95758-7174

Leased

No

West Sacramento Dialysis, LLC

West Sacramento

3450 Industrial Blvd.

West Sacramento

CA

95691-5053

Leased

No

Yucaipa Dialysis, LLC

Yucaipa

33487 Yucaipa Blvd

Yucaipa

CA

92399-2064

Leased

No

Brighton Dialysis Center, LLC.

Brighton

4700 East Bromley Lane

Brighton

CO

80601-7821

Leased

No

DaVita Healthcare Partners Inc.

Casa Del Mundo Office

1551 Wewatta Street

Denver

CO

80202-5117

Leased

No

DaVita Healthcare Partners Inc.

Denver Headquarters

2000 16th Street

Denver

CO

80202

Owned

No

DaVita Healthcare Partners Inc.

Wisdom Warehouse

2500 W 4th Avenue

Denver

CO

80202-5117

Leased

No

Durango Dialysis Center, LLC

Durango

72 Suttle St

Durango

CO

81303-6829

Leased

No

DVA Renal Healthcare, Inc.

APEX Hospital Svcs Region 01 Office

2369 South Trenton Way, Unit H

Denver

CO

80226

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Denver

130 Rampart Way

Denver

CO

80230-6404

Leased

No

Mountain West Dialysis Services, LLC

Parker Co

10371 Parkglenn Way

Parker

CO

80138-3871

Leased

No

 

Sch 4.8-19

---

Mountain West Dialysis Services, LLC

Lakewood Crossing

1057 Wadsworth Blvd #100

Lakewood

CO

80226-4361

Leased

No

Mountain West Dialysis Services, LLC

North Metro

12365 Huron Street

Westminster

CO

80234-3498

Leased

No

Mountain West Dialysis Services, LLC

Longmont

1700 Kylie Drive

Longmont

CO

80501-9617

Leased

No

Mountain West Dialysis Services, LLC

Lakewood-Co

1750 Pierce Street

Lakewood

CO

80214-1434

Leased

Yes

Mountain West Dialysis Services, LLC

Boulder

2880 Folsom Dr

Boulder

CO

80304-3769

Leased

No

Mountain West Dialysis Services, LLC

Thornton

8800 Fox Drive

Thornton

CO

80260-6880

Leased

Yes

Mountain West Dialysis Services, LLC

Arvada

9950 West 80th Avenue

Arvada

CO

80005-3914

Leased

No

North Colorado Springs Dialysis, LLC

North Colorado Springs

6071 E Woodmen Rd

Colorado Springs

CO

80923-2610

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Mountain View Corporate Center

12202 Airport Way

Broomfield

CO

80021-2588

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Denver

1515 Wynkoop Street

Denver

CO

80202

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Dpc Vail Region 02

1700 Basset Street

Denver

CO

53005-6864

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

DPC Paladina Health Colorado Springs

6475 Wall Street, Suite 201

Colorado Springs

CO

80918-8337

Leased

No

Pible Dialysis, LLC

West Lakewood

11700 West 2nd Place, St. Anthony’s Medical Plaza II

Lakewood

CO

80228-1704

Leased

No

Pible Dialysis, LLC

Ne Aurora

509 N. Sable Blvd.

Aurora

CO

80011-0801

Leased

No

Renal Treatment Centers-West, Inc.

Littleton

209 W County Line Road

Littleton

CO

80129-1901

Leased

No

Renal Treatment Centers-West, Inc.

Denver-Downing

2900 Downing Street

Denver

CO

80205-4699

Leased

No

Renal Treatment Centers-West, Inc.

Interstate

334 South 13th Street

Burlington

CO

80807-2414

Leased

No

Renal Treatment Centers-West, Inc.

South Denver

850 East Harvard Avenue

Denver

CO

80210-5030

Leased

No

Renal Treatment Centers-West, Inc.

Westminster

9053 Harlan Street

Westminster

CO

80031-2908

Leased

No

Renal Treatment Centers-West, Inc.

Aurora

Amc Ii, Suite# 100, 1411 S. Potomac

Aurora

CO

80012-4536

Leased

No

Rocky Mountain Dialysis Services, LLC

East Aurora

482 S. Chambers Road

Aurora

CO

80017-2092

Leased

No

Rocky Mountain Dialysis Services, LLC

Belcaro

755 S Colorado Boulevard

Denver

CO

80246-8005

Leased

No

Rocky Mountain Dialysis Services, LLC

Lonetree

9777 Mt. Pyramid Court, Suite 140

Englewood

CO

80112-6017

Leased

No

 

Sch 4.8-20

---

Southern Colorado Joint Ventures, LLC

Fountain

6910 Bandley Drive, Suite 100

Fountain

CO

80817-2617

Leased

No

Total Renal Care, Inc.

Loveland

1453 N Denver Ave

Loveland

CO

80538-5226

Leased

No

Total Renal Care, Inc.

Pikes Peak

2002 Leleray Street

Colorado Springs

CO

80909-2804

Leased

No

Total Renal Care, Inc.

Printers Place

2802 International Circle

Colorado Springs

CO

80910-3127

Leased

No

Total Renal Care, Inc.

Englewood

3247 S. Lincoln St

Englewood

CO

80113-2505

Leased

No

Total Renal Care, Inc.

Black Canyon Montrose

3421 Rio Grande, Unit D

Montrose

CO

81401-4840

Leased

No

Total Renal Care, Inc.

Castle Rock

4348 Woodlands Blvd

Castle Rock

CO

80104-2800

Leased

No

Total Renal Care, Inc.

Mesa County

561 25 Road

Grand Junction

CO

81505-1360

Leased

No

Total Renal Care, Inc.

Sterling

603 Holly Drive

Sterling

CO

80751-4539

Leased

No

Total Renal Care, Inc.

Alamosa

62 El Rio Drive

Alamosa

CO

81101-8548

Leased

No

Total Renal Care, Inc.

Commerce

6320 Holly Street

Commerce City

CO

80022-3325

Leased

No

Total Renal Care, Inc.

Grand Junction

710 Wellington Ave

Grand Junction

CO

81501-6100

Leased

No

Total Renal Care, Inc.

Centralized Patient

7173 S Havana Street

Centennial

CO

80112-3891

Leased

No

Total Renal Care, Inc.

Lowry

7465 East 1st Ave

Denver

CO

80230-6877

Leased

No

Total Renal Care, Inc.

Southwest Denver

8601 W. Cross Drive

Littletown

CO

80123-2200

Leased

No

Total Renal Research, Inc

Early Clinical Denver

11750 West 2nd Place, Levels 3 And 4 St Anthony’s Medical Plaza I

Lakewood

CO

80228

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Cortez

610 East Main, Suite C

Cortez

CO

81321-3308

Leased

No

Argyle Dialysis, LLC

Enfield

51 Palomba Drive

Enfield

CT

6082

Leased

No

DVA Healthcare of New London, LLC

New London

5 Shaws Cove Suite 100

New London

CT

06320-4974

Leased

No

DVA Healthcare of Norwich, LLC

Norwich

113 Salem Turnpike

Norwich

CT

06360-6484

Leased

No

DVA Healthcare Renal Care, Inc.

Greater Waterbury

209 Highland Avenue

Waterbury

CT

06708-3026

Leased

No

DVA Healthcare Renal Care, Inc.

Milford

470 Bridgeport Avenue

Milford

CT

06460-4167

Leased

No

DVA Healthcare Renal Care, Inc.

Shelton

750 Bridgeport Avenue

Shelton

CT

06484-4734

Leased

No

DVA Healthcare Renal Care, Inc.

Bridgeport

900 Madison Avenue

Bridgeport

CT

06606-5534

Leased

No

DVA Renal Healthcare, Inc.

New Haven

100 Church Street South

New Haven

CT

06519-1703

Leased

No

DVA Renal Healthcare, Inc.

Branford

249-251 West Main Street

Branford

CT

06405-4048

Leased

No

 

Sch 4.8-21

---

DVA Renal Healthcare, Inc.

Bloomfield

29 Griffin Road South

Bloomfield

CT

06002-1351

Leased

No

DVA Renal Healthcare, Inc.

Stamford

30 Commerce Road

Stamford

CT

06902-4550

Leased

No

DVA Renal Healthcare, Inc.

South Norwalk

31 Stevens Street

Norwalk

CT

06850-3805

Leased

No

DVA Renal Healthcare, Inc.

Hartford

675 Tower Avenue

Hartford

CT

6112

Leased

No

DVA Renal Healthcare, Inc.

Torrington

780 Litchfield

Torrington

CT

06790-6268

Leased

No

DVA Renal Healthcare, Inc.

Connecticut Acutes

93 Eastern Steel Road

Milford

CT

06460-2861

Leased

No

DVA Renal Healthcare, Inc.

New Haven

96 Orange Street, Suite 2

New Haven

CT

06519-1703

Leased

No

Middlesex Dialysis Center, LLC

Middlesex

100 Main Street

Middletown

CT

06457-3477

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Rocky Hill

30 Waterchase Drive

Rocky Hill

CT

06067-2110

Leased

No

Total Renal Care, Inc.

West Hartford

11 South Road

Farmington

CT

06032-2483

Leased

No

Total Renal Care, Inc.

Danbury

111 Osborne St

Danbury

CT

06810-6031

Leased

No

Total Renal Care, Inc.

Waterbury

150 Mattatuck Heights Road

Waterbury

CT

06705-3893

Leased

No

Total Renal Care, Inc.

Hamden

3000 Dixwell Avenue

Hamden

CT

06518-3522

Leased

No

Total Renal Care, Inc.

Windham

375c Tuckie Road1

Windham

CT

06256-1345

Leased

No

Total Renal Care, Inc.

Blackrock

427 Stillson Rd

Fairfield

CT

06824-3153

Leased

No

Total Renal Care, Inc.

Newington

445 Willard Ave

Newington

CT

06111-2318

Leased

No

Total Renal Care, Inc.

Vernon

460 Hartford Turnpike

Vernon

CT

06066-4847

Leased

No

Tross Dialysis, LLC

Brookfield

164 Mount Pleasant Road

Newtown

CT

6804

Leased

No

DaVita Healthcare Partners Inc.

North Capital

500 North Capitol Street, N.W.

Washington, D.C.

DC

90245-4814

Leased

No

DVA Healthcare Renal Care, Inc.

Brentwood

1225-1231 Brentwood Road Ne

Washington

DC

20018-1019

Leased

No

DVA Healthcare Renal Care, Inc.

Eighth Street

300 8th Street

Washington

DC

20002-6108

Leased

No

DVA Renal Healthcare, Inc.

Gwu N Street

2131 K Street Nw

Washington

DC

20037-1898

Leased

No

DVA Renal Healthcare, Inc.

Gwu Southeast

3857-A Pennsylvania Avenue Se

Washington

DC

20020-1309

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Grant Park

5000 Nannie Helen Burroughs Ave

Washington Dc

DC

20019-5506

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Lee Street

5155 Lee Street, Ne,

Washington

DC

20019-4051

Leased

No

Total Renal Care, Inc.

International

1730 Hamlin Street Ne

Washington

DC

20018-1838

Leased

No

Total Renal Care, Inc.

Washington Nursing

2425 25th St Se

Washington

DC

20020-3409

Leased

No

TRC-Georgetown Regional Dialysis, LLC.

Georgetown Home Training

2233 Wisconsin Ave

Washingotn

DC

20007-4119

Leased

No

 

Sch 4.8-22

---

TRC-Georgetown Regional Dialysis, LLC.

Union Plaza

810 First St. Ne, Suite #100

Washington

DC

20002-4227

Leased

No

Anderson Kidney Dialysis, LLC

Key West

1122 N Roosevelt Blvd

Key West

FL

33040-4076

Leased

No

Bright Dialysis, LLC

Fort Pierce

1801 S 23rd St

Ft Pierce

FL

34950-4830

Leased

No

DaVita Healthcare Partners Inc.

West Palm Beach

200 Butler Street

West Palm Beach

FL

90245-4814

Leased

No

DaVita Healthcare Partners Inc.

Dc Mcallister Office

4033 Tampa Road, Suite 102

Oldsmar

FL

90245-4814

Leased

No

DaVita Rx, LLC

Davita Rx - Florida

2252 Commerce Park Drive

Orlando

FL

32819

Leased

No

DaVita Rx, LLC

Davita Rx - Florida

2616 Commerce Park Drive

Orlando

FL

32819

Leased

No

DVA Healthcare Renal Care, Inc.

New Smyrna Beach

110 South Orange Avenue

New Smyrna Beach

FL

32168-7153

Leased

Yes

DVA Healthcare Renal Care, Inc.

Lake Wales

1125 Bryn Mawr Ave

Lake Wales

FL

33853-4333

Leased

Yes

DVA Healthcare Renal Care, Inc.

Tampa Acutes

1130 Nikki View Drive

Brandon

FL

33511-4868

Leased

No

DVA Healthcare Renal Care, Inc.

Temple Terrace

11306 53rd St

Temple Terrace

FL

33617-2214

Leased

No

DVA Healthcare Renal Care, Inc.

Brandon East

114 E Brandon Blvd

Brandon

FL

33511-5219

Leased

No

DVA Healthcare Renal Care, Inc.

Perry

118 West Main Street

Perry

FL

32347-2656

Leased

No

DVA Healthcare Renal Care, Inc.

Bartow

1190 East Church Street

Bartow

FL

33830-4117

Leased

No

DVA Healthcare Renal Care, Inc.

Plant City

1211 W Reynolds Street

Plant City

FL

33563-4321

Leased

No

DVA Healthcare Renal Care, Inc.

Palm Coast

13 Kingswood Drive, Suite A

Palm Coast

FL

32137-4614

Leased

No

DVA Healthcare Renal Care, Inc.

Broward

1500 N Federal Highway

Ft Lauderdale

FL

33304-5600

Leased

Yes

DVA Healthcare Renal Care, Inc.

Greater Miami

160 Nw 176th Street

Miami

FL

33169-5023

Leased

No

DVA Healthcare Renal Care, Inc.

Tallahassee

1607 Physicians Drive

Tallahassee

FL

32308-4620

Leased

No

DVA Healthcare Renal Care, Inc.

GHc-Winter Haven

1625 Dr. Martin Luther King Drive

Winterhaven

FL

33881

Owned

No

DVA Healthcare Renal Care, Inc.

South Beach

1711 Alton Road

Miami Beach

FL

33139-2411

Leased

No

DVA Healthcare Renal Care, Inc.

Daytona South

1801 S. Nova Road

Daytona Beach

FL

32119-1775

Leased

No

DVA Healthcare Renal Care, Inc.

Lake Worth

2459 S. Congress Ave., Suite 100

West Palm Beach

FL

33406-7616

Leased

Yes

DVA Healthcare Renal Care, Inc.

Orange City

2575 S Volusia Ave

Orange City

FL

32763-9116

Leased

No

DVA Healthcare Renal Care, Inc.

Lehigh Acres Dialysis

2814 Lee Boulevard

Lehigh Acres

FL

33971-1561

Leased

No

DVA Healthcare Renal Care, Inc.

Four Freedoms Dialysis

289a Sw Range Ave

Madison

FL

32340-2351

Leased

No

DVA Healthcare Renal Care, Inc.

Deland

346 E New York Ave

Deland

FL

32724-5510

Leased

No

DVA Healthcare Renal Care, Inc.

Brandenton

3501 Cortez Road W.

Bradenton

FL

34210-3104

Leased

Yes

 

Sch 4.8-23

---

DVA Healthcare Renal Care, Inc.

Central Tampa

4204 N. Macdill Avenue

Tampa

FL

33607-6342

Leased

No

DVA Healthcare Renal Care, Inc.

Fort Myers

4220 Executive Circle, Suite 38

Fort Myers

FL

33916-7993

Leased

No

DVA Healthcare Renal Care, Inc.

Ormond Beach

431-495 South Nova Rd

Ormond Beach

FL

32174-8444

Leased

No

DVA Healthcare Renal Care, Inc.

West Tampa

4515 George Road

Tampa

FL

33634-7300

Leased

No

DVA Healthcare Renal Care, Inc.

Lakeland

515 E. Bella Vista Street

Lakeland

FL

33805-3005

Leased

No

DVA Healthcare Renal Care, Inc.

Daytona Beach

578 Health Boulevard

Daytona Beach

FL

32114-1492

Leased

No

DVA Healthcare Renal Care, Inc.

West Tallahassee

5857 W Tennessee St

Tallahassee

FL

32304-9218

Leased

No

DVA Healthcare Renal Care, Inc.

Sun City

783 Cortaro Drive

Ruskin

FL

33573-6812

Leased

Yes

DVA Healthcare Renal Care, Inc.

Quincy

878 Strong Road

Quincy

FL

32351-5243

Leased

No

DVA Healthcare Renal Care, Inc.

Ft Myers South

8850 Gladiolus Dr

Fort Meyers

FL

33908-5102

Leased

No

DVA Renal Healthcare, Inc.

Ocoee

11140 West Colonial Drive

Ocoee

FL

34761-3300

Leased

No

DVA Renal Healthcare, Inc.

St. Petersburg

1117 Arlington Avenue

St. Petersburg

FL

33705-1521

Leased

No

DVA Renal Healthcare, Inc.

Orlando

116 W Sturtevant Street

Orlando

FL

32806-2021

Leased

Yes

DVA Renal Healthcare, Inc.

Orlando East

11616 Lake Underhill Rd

Orlando

FL

32825-4466

Leased

No

DVA Renal Healthcare, Inc.

Miami East

1250 Nw 7th St Units 103-110

Miami

FL

33125-3744

Leased

No

DVA Renal Healthcare, Inc.

Sebastian

1424 U.S. Highway 1

Sebastian

FL

32958-1619

Leased

No

DVA Renal Healthcare, Inc.

Fort Myers North

16101 N Cleveland Avenue

North Fort Myers

FL

33903-2148

Leased

No

DVA Renal Healthcare, Inc.

Melbourne

2235 Babcock Street

Melbourne

FL

32901-5305

Leased

No

DVA Renal Healthcare, Inc.

Supernova Reg 7

2401 Pga Boulevard

Palm Beach Gardens

FL

33334-4806

Leased

No

DVA Renal Healthcare, Inc.

Tallahassee South

2410 South Adams Street

Tallahassee

FL

32301-6325

Leased

No

DVA Renal Healthcare, Inc.

St Petersburg South

2850 34th Street South

St Petersburg

FL

33711-3817

Leased

No

DVA Renal Healthcare, Inc.

Miami Gardens

3363 Nw 167th Street

Miami Gardens

FL

33056-4254

Leased

No

DVA Renal Healthcare, Inc.

Lakeland South

5050 S Florida Ave

Lakeland

FL

33813-2181

Leased

No

DVA Renal Healthcare, Inc.

Orlando North

5135 Adanson Street

Orlando

FL

32804-1338

Leased

No

DVA Renal Healthcare, Inc.

Orlando Southwest

6925 Lake Ellenor Dr

Orlando

FL

32809-4670

Leased

No

DVA Renal Healthcare, Inc.

Plantation

7061 Cypress Road

Plantation

FL

33317-2243

Leased

No

DVA Renal Healthcare, Inc.

Miami North

860 Northeast 125th Street

North Miami

FL

33161-5743

Leased

No

DVA Renal Healthcare, Inc.

Bonita Springs

9132 & 9134 Bonita Beach Road

Bonita Springs

FL

34135-4281

Leased

No

DVA Renal Healthcare, Inc.

Miami Campus

Jackson Medical Tower

Miami

FL

33136-1121

Leased

Yes

 

Sch 4.8-24

---

East Ft. Lauderdale, LLC

E Ft Lauderdale

1301 S Andrews Ave

Ft Lauderdale

FL

33316-1823

Leased

No

Fairfield Dialysis, LLC

Jacksonville Arlington

929 University Blvd North

Jacksonville

FL

32211-5529

Leased

No

Fjords Dialysis, LLC

Silver Springs Shores

9310 Spring Road

Ocala

FL

34472-2913

Leased

No

Flamingo Park Kidney Center, Inc.

Le Jeune

3280 Ponce De Leon

Coral Gables

FL

33134-7252

Leased

Yes

Flamingo Park Kidney Center, Inc.

Interamerican

7815 Coral Way

Miami

FL

33155-6541

Leased

No

Flamingo Park Kidney Center, Inc.

Flamingo Park

901 East 10th Avenue

Hialeah

FL

33010-3762

Leased

No

Golden Sun Bear, LLC

Lifeline Aaxess

13085 & 13087 Telecom Parkway North

Temple Terrace

FL

33637-0926

Leased

No

GreenLeaf Dialysis, LLC

Gainesville Home Training

4960 West Newberry Road

Gainesville

FL

32607-2201

Leased

Yes

Indian River Dialysis Center, LLC

Vero Beach

Pineapple Palm Plaza, 2150 45th Street Building C

Vero Beach

FL

32967-6281

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Collier County

6625 Hillway Circle

Naples

FL

34112-8756

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Manatee County

8470 Cooper Creek Boulevard

University Park

FL

34201-2020

Leased

No

Kavett Dialysis, LLC

Palmetto

7150 West 20th Ave

Hialeah

FL

33016-5509

Leased

No

Las Olas De Sequoia, LLC

Lifeline Fort Lauderdale

2271 - 2283 Sw 2nd St., Bldg. 9

Pompano Beach

FL

33069-3101

Leased

No

Lifeline Pensacola, LLC

Lifeline Pensacola

1851 North 9th Avenue

Pensacola

FL

32503

Leased

Yes

Lifeline Vascular Center-Niceville, LLC

Niceville

4585 Highway 20 East

Niceville

FL

32578

Leased

No

Lifeline Vascular Center-Orlando, LLC

Lf Orlando North

337 South Northlake Boulevard

Altamonte Springs

FL

32701-5264

Leased

No

Lourdes Dialysis, LLC

Lake Mary

39 Skyline Drive, Suite 1001

Lake Mary

FL

32746-7123

Leased

No

Lourdes Dialysis, LLC

Oviedo

7560 Red Bug Lake Road

Oviedo

FL

32765-6591

Leased

No

Mammoth Dialysis, LLC

Carrollwood

14358 N Dale Mabry Hwy

Tampa

FL

33618-2018

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Gainesville

932 N.W. 56th Terrace

Gainesville

FL

32605-4480

Leased

No

Nephrology Medical Associates of Georgia, LLC

Lake City

221 SW Stonegate Terrace

Lake City

FL

32024-3463

Leased

No

Okanogan Dialysis, LLC

Lauderdale Lakes

2922 North State Road 7

Lauderdale Lakes

FL

33313-1912

Leased

No

Open Access Lifeline, LLC

Lifeline Miami

16401 Nw 2nd Ave

Miami

FL

33169-6035

Leased

No

Reef Dialysis, LLC

Home Options Of Pensacola

812 Creighton Rd

Pensacola

FL

32504-7028

Leased

No

Renal Life Link, Inc

Davie

11011 Sheridan Street

Cooper City

FL

33026-1505

Leased

No

Renal Life Link, Inc

Haines City II

Ridgeview Plaza Us Highway 27

Haines City

FL

33897-4519

Leased

No

 

Sch 4.8-25

---

Renal Treatment Centers-Southeast, LP

Ocala South

13940 Us Hwy 441

Lady Lake

FL

32159-8908

Leased

No

Renal Treatment Centers-Southeast, LP

Amelia Island

1525 Lime Street

Fernandina Beach

FL

32034-3015

Leased

No

Renal Treatment Centers-Southeast, LP

Villages

1950 Laurel Manor Drive

The Villages

FL

32162-5603

Leased

No

Renal Treatment Centers-Southeast, LP

Aventura

22 Southwest 11th Street

Hallandale

FL

33009-7038

Leased

No

Renal Treatment Centers-Southeast, LP

Lake

221 North 1st Street

Leesburg

FL

34748-5150

Leased

No

Renal Treatment Centers-Southeast, LP

Ocala North

2620 W Hwy 316

Citra

FL

32113-3555

Leased

No

Renal Treatment Centers-Southeast, LP

Ocala Regional Kidney

2860 Se 1st Ave

Ocala

FL

34471-0406

Leased

No

Renal Treatment Centers-Southeast, LP

Ocala East

2870 Se 1st Avenue

Ocala

FL

34471-0406

Leased

No

Renal Treatment Centers-Southeast, LP

Marianna

2930 Optimist Dr

Marianna

FL

32448-7703

Leased

No

Renal Treatment Centers-Southeast, LP

North Okaloosa

320 West Redstone Drive

Crestview

FL

32536-6433

Leased

Yes

Renal Treatment Centers-Southeast, LP

Santa Rosa

5819 Highway 90

Milton

FL

32583-1763

Leased

Yes

Renal Treatment Centers-Southeast, LP

Panama City

615 Highway 231

Panama City

FL

32405-4704

Leased

No

Renal Treatment Centers-Southeast, LP

Leesburg

801 E Dixie Ave

Leesburg

FL

34748-7699

Leased

No

Renal Treatment Centers-Southeast, LP

Venice

816 Pinebrook Road

Venice

FL

34285-7103

Leased

No

Renal Treatment Centers-Southeast, LP

West Florida

8333 North Davis Highway

Pensacola

FL

32514-6050

Leased

No

Renal Treatment Centers-Southeast, LP

Chipley

877 3rd Street, Suite 2

Chipley

FL

32428-1855

Leased

No

Renal Treatment Centers-Southeast, LP

Ocala West

9401 Sw Hwy 200

Ocala

FL

34481-9612

Leased

No

Renal Treatment Centers-Southeast, LP

Mt Dora

County Road 19a

Mount Dora

FL

32757-3526

Leased

No

SafeHarbor Dialysis, LLC

East Tampa

1701 9th Avenue

Tampa

FL

33605-3801

Leased

No

Sands Dialysis, LLC

Boynton/North Delray

2655 West Atlantic Blvd

Delray Beach

FL

33445-4400

Leased

Yes

Sands Dialysis, LLC

Boca Raton

998 Northwest 9th Court

Boca Raton

FL

33486-2214

Leased

No

South Central Florida Dialysis Partners, LLC

Poinciana

1002 Cypress Parkway

Poinciana

FL

34759-3328

Leased

No

South Central Florida Dialysis Partners, LLC

Celebration

1154 Celebration Blvd

Celebration

FL

34747-4605

Leased

No

South Central Florida Dialysis Partners, LLC

Kissimmee Home Training Pd

1203 North Central Avenue, Suite A

Kissimmee

FL

34741-4407

Leased

No

South Central Florida Dialysis Partners, LLC

Winter Garden

1222 Winter Garden Vineland Rd.

Winter Garden

FL

34787

Leased

No

South Central Florida Dialysis Partners, LLC

Orlando

14050 Town Loop Blvd

Orlando

FL

32837-6190

Leased

No

South Central Florida Dialysis Partners, LLC

Ocoee Home Training

1552 Boren Drive

Ocoee

FL

34761-4216

Leased

Yes

South Central Florida Dialysis Partners, LLC

Buena Ventura Orlando

1998 Osceola Parkway

Kissimmee

FL

34743

Leased

No

 

Sch 4.8-26

---

South Central Florida Dialysis Partners, LLC

St. Cloud

220 Kissimmee Park Road

St. Cloud

FL

34769-1430

Leased

No

South Central Florida Dialysis Partners, LLC

Orlando Park

5397 W Colonial Dr

Orlando

FL

32808-7647

Leased

No

South Central Florida Dialysis Partners, LLC

Kissimmee

802 North John Young Parkway

Kissimmee

FL

34741-4912

Leased

No

Talimena Dialysis, LLC

Miami Shores

15600 NW 15th Avenue

Miami Gardens

FL

33169-5609

Leased

No

Total Renal Care, Inc.

Defuniak Springs

1045 Us Hwy 331

Defuniak Springs

FL

32435-3375

Leased

No

Total Renal Care, Inc.

Tampa Fl

10770 N. 46th St.

Tampa

FL

33617-3465

Leased

No

Total Renal Care, Inc.

Coral Reef

11000 Sw 184th St

Miami

FL

33157-6602

Leased

No

Total Renal Care, Inc.

Bay Breeze

11550 Ulmerton Road

Largo

FL

33778-1501

Leased

No

Total Renal Care, Inc.

Center For Kidney Disease

1190 Nw 95th St

Miami

FL

33150-2065

Leased

No

Total Renal Care, Inc.

Pembroke Pines

12145 Pembroke Rd

Pembroke Pines

FL

33025-1727

Leased

No

Total Renal Care, Inc.

Fort Lauderdale

1299 East Commerical Blvd

Oakland Park

FL

33334

Leased

No

Total Renal Care, Inc.

Cape Coral

1315 Se 8th Terrace

Cape Coral

FL

33990-3213

Leased

No

Total Renal Care, Inc.

Arcadia

1341 East Oak Street

Arcadia

FL

34266-8902

Leased

No

Total Renal Care, Inc.

Columbia County-FL

1389 U.S. Highway 90 West, Suite 100A

Lake City

FL

32055-6130

Leased

No

Total Renal Care, Inc.

Bayonet Point

14144 Nephron Ln

Hudson

FL

34667-6504

Leased

No

Total Renal Care, Inc.

Beach Boulevard Dialysis

14444 Beach Blvd

Jacksonville

FL

32250-2079

Leased

No

Total Renal Care, Inc.

Renovation Of Life

14505 Commerce Way

Miami Lakes

FL

33016-1530

Leased

No

Total Renal Care, Inc.

Miami Lakes

14600 Nw 60th Avenue

Miami Beach

FL

33014-2811

Leased

No

Total Renal Care, Inc.

Palm Breeze (Northport)

14942 Tamiami Trl

Northport

FL

34287-2705

Leased

No

Total Renal Care, Inc.

Jacksonville South

14965 Old St. Augustine Rd

Jacksonville

FL

32258-9481

Leased

No

Total Renal Care, Inc.

Gulf Breeze

1523 Main Street

Dunedin

FL

34698-4650

Leased

No

Total Renal Care, Inc.

West Beach

16201 Panama City Beach Parkway

Panama City

FL

32413-5301

Leased

Yes

Total Renal Care, Inc.

Venture

16855 NE 2nd Avenue

N. Miami Beach

FL

33162-1744

Leased

No

Total Renal Care, Inc.

Sanford

1701 W 1st St

Sanford

FL

32771-1605

Leased

No

Total Renal Care, Inc.

Pine Island

1871 N Pine Island Rd

Plantation

FL

33322-5208

Leased

No

Total Renal Care, Inc.

Keys Gate

1982 NE 8th Street

Homestead

FL

33033-4704

Leased

No

Total Renal Care, Inc.

Deerfield Beach

1983 West Hillsboro Boulevard

Deerfield Beach

FL

33441-3026

Leased

No

 

Sch 4.8-27

---

Total Renal Care, Inc.

Deerfield

200 Sw Natura Ave

Deerfield Beach, Fl

FL

33441-3026

Leased

No

Total Renal Care, Inc.

Miramar

2501 Sw 160th Ave

Miramar

FL

33027-4217

Leased

No

Total Renal Care, Inc.

St. Augustine Home Training (PD/HHD)-FL

252 Southpark Circle East

St. Augustine

FL

32086-5137

Leased

No

Total Renal Care, Inc.

Central Orlando

2548 N Orange Blossom Trl

Orlando

FL

32804-4863

Leased

No

Total Renal Care, Inc.

West Palm Beach

2611 North Dixie Hwy

W Palm Beach

FL

33407-5919

Leased

No

Total Renal Care, Inc.

St Augustine

264 Southpark Circle East

St Augustine

FL

32086-5137

Leased

No

Total Renal Care, Inc.

Hallendale

2655 Hollywood Blvd

Hollywodd

FL

33020-4840

Leased

No

Total Renal Care, Inc.

North Palm Beach

2841 Pga Blvd

Palm Beach Gardens

FL

33410-2910

Leased

No

Total Renal Care, Inc.

Pinnacle Of Boca Raton

2900 N. Military Trail

Boca Raton

FL

33431-6308

Leased

No

Total Renal Care, Inc.

Hernando

2985 Landover Blvd

Spring Hill

FL

34608-7258

Leased

No

Total Renal Care, Inc.

Cape Coral South

3046 Del Prado Blvd, Unit 4a To F

Cape Coral

FL

33904-7232

Leased

No

Total Renal Care, Inc.

Lake Vista

3187 Us Highway 98

Lakeland

FL

33805-2103

Leased

No

Total Renal Care, Inc.

Palatka

326 Zeagler Drive

Palatka

FL

32177-3817

Leased

Yes

Total Renal Care, Inc.

Gulf Coast

3300 Tamiami Trail Unit No.3

Port Charlotte

FL

33952-8054

Leased

No

Total Renal Care, Inc.

Pinellas West Shore

3451 66th St. N

St. Petersburg

FL

33710-1568

Leased

No

Total Renal Care, Inc.

Winter Park

3727 North Goldenrod Road

Winter Park

FL

32792-8611

Leased

No

Total Renal Care, Inc.

Port Saint Joe

3871 Highway 98 E

Port Saint Joe

FL

32456-5318

Leased

No

Total Renal Care, Inc.

Memorial Plaza

3901 University Blvd S

Jacksonville

FL

32216-4374

Leased

No

Total Renal Care, Inc.

Team Endeavor Group Office Davert Lease

3985 NW Street

Pensacola

FL

28211

Leased

No

Total Renal Care, Inc.

Lake Griffin East

401 E North Ave

Leesburg

FL

34748-5262

Leased

No

Total Renal Care, Inc.

Winter Park Hemo

4100 Metric Dr

Winter Park

FL

32792-6832

Leased

No

Total Renal Care, Inc.

Port Charlotte

4300 Kings Highway

Port Charlotte

FL

33980

Leased

No

Total Renal Care, Inc.

Casselberry

4970 S Us Hwy 17/92

Casselberry

FL

32707-3888

Leased

No

Total Renal Care, Inc.

Coastal Kidney

510 Macarthur Avenue

Panama City

FL

32401-3636

Leased

No

Total Renal Care, Inc.

Florida Renal Center

5320 W Flagler St

Miami

FL

33134

Leased

No

Total Renal Care, Inc.

Immokalee

5340 Useppa Dr

Ave Maria

FL

34142-5051

Leased

No

 

Sch 4.8-28

---

Total Renal Care, Inc.

Gateway

5705 Lee Boulevard

Lehigh Acres

FL

33971-6342

Leased

No

Total Renal Care, Inc.

West Pensacola

598 North Fairfield

Pensacola

FL

32506-4320

Leased

Yes

Total Renal Care, Inc.

Pompano Beach

600 Sw 3rd Street

Pompano Beach

FL

33060-6932

Leased

No

Total Renal Care, Inc.

Apopka

640 Executive Park Ct

Apopka

FL

32703-6075

Leased

No

Total Renal Care, Inc.

Downtown Pensacola

700 E Cervantes St

Pensacola

FL

32501-3210

Leased

Yes

Total Renal Care, Inc.

Tamarac

7132, 7140, 7144 & 7148 W Mcnab Rd

Tamarac

FL

33321-5306

Leased

No

Total Renal Care, Inc.

New Port Richey II

7421 Ridge Rd

Port Richey

FL

34668-6935

Leased

No

Total Renal Care, Inc.

Sunrays Division

7421 Ridge Road

New Port Richey

FL

34677-3224

Leased

No

Total Renal Care, Inc.

Complete

7467-7475 West Sample Rd

Coral Springs

FL

33065-4754

Leased

No

Total Renal Care, Inc.

Doral

7705 Nw 48th St

Doral

FL

33166-5401

Leased

No

Total Renal Care, Inc.

Davie City

7950 Sw 30th St

Davie

FL

33328-1979

Leased

No

Total Renal Care, Inc.

Kendall

8354 Mills Drive

Kendall

FL

33183-4806

Leased

No

Total Renal Care, Inc.

Hialeah

8500 NW 103rd Street

Hialeah Gardens

FL

33016-4870

Leased

No

Total Renal Care, Inc.

Oakland Park

911 E Oakland Park Blvd

Oakland Park

FL

33334-2725

Leased

No

Total Renal Care, Inc.

Dadeland

9175 Sw 87th Ave

Miami

FL

33176-2302

Leased

No

Total Renal Care, Inc.

Corp-Non Cbo

929 North Spring Garden Ave

Deland

FL

32720-0838

Leased

No

Total Renal Care, Inc.

Regency

9535 Regency Square Blvd

Jacksonville

FL

32225-8128

Leased

No

Total Renal Care, Inc.

South Florida

One Oakwood Blvd

Hollywood

FL

33020-1937

Leased

No

Total Renal Care/Crystal River Dialysis, L.C.

Crystal River

7415 West Gulf To Lake Highway

Crystal River

FL

34429-7834

Leased

No

Total Renal Laboratories, Inc.

TRC LAB

1991 Industrial Drive

Deland

FL

32724-2039

Owned

No

Townsend Dialysis, LLC

Plantation Home Training

8144 West Broward Blvd.

Plantation

FL

33324-2000

Leased

No

Wesley Chapel Dialysis, LLC

Wesley Chapel

27401 Cashford Cir

Wesley Chapel

FL

33544-8183

Leased

No

Weston Dialysis Center, LLC

Weston

2685 Executive Park

Weston

FL

33331-3651

Leased

No

Yargol Dialysis, LLC

Winter Haven South

7190-7220 Cypress Gardens Boulevard

Winter Haven

FL

33884-3217

Leased

No

Ybor City Dialysis, LLC

Greater Tampa Hhd/Pd

4204b N Macdill Ave

Tampa

FL

33607-6364

Leased

No

Zephyrhills Dialysis Center, LLC

Zephyrhills

TBD

Zephyrhills

FL

33542-0001

Leased

No

Bayshore Dialysis, LLC

Savannah Riverside

540 E. Oglethorpe Avenue

Savannah

GA

31401

Leased

No

Buford Dialysis, LLC

Buford

1550 Buford Highway

Buford

GA

30518-3666

Leased

Yes

 

Sch 4.8-29

---

Bulfinch Dialysis, LLC

Lake Hartwell

1065 East Franklin St

Hartwell

GA

30643

Leased

No

Burney Dialysis, LLC

Valdosta Home

401 Northside Drive

Valdosta

GA

31602-1872

Leased

No

Carlsbad Dialysis, LLC

South Fulton

1275 East Cleveland Avenue

East Point

GA

30344-3433

Leased

No

Central Georgia Dialysis, LLC

Perry

1027 Keith Dr.

Perry

GA

31069-2948

Leased

No

Central Georgia Dialysis, LLC

East Macon

165 Emery Highway

Macon

GA

31217-3666

Leased

No

Dialysis of North Atlanta, LLC

Ellijay

449 Industrial Boulevard

Ellijay

GA

30540-6724

Leased

Yes

DVA Healthcare Renal Care, Inc.

Thomaston

1075 Hwy 19 N

Thomaston

GA

30286-2233

Leased

No

DVA Healthcare Renal Care, Inc.

East Atlanta

1308 Moreland Avenue Se

Atlanta

GA

30316-3224

Leased

No

DVA Healthcare Renal Care, Inc.

Rome

15 John Maddox Drive

Rome

GA

30165-1413

Leased

Yes

DVA Healthcare Renal Care, Inc.

Athens West

1747 Langford Drive, Building 500

Bogart

GA

30622-2610

Leased

No

DVA Healthcare Renal Care, Inc.

Eastlake

1757 Candler Road

Decatur

GA

30032-3276

Leased

No

DVA Healthcare Renal Care, Inc.

Wylds Road

1815 Wylds Road

Augusta

GA

30909-4430

Leased

No

DVA Healthcare Renal Care, Inc.

Americus

227 Lee Street

Americus

GA

31709-3525

Leased

Yes

DVA Healthcare Renal Care, Inc.

South Fulton

2685 Metropolitan Parkway Sw

Atlanta

GA

30315-7926

Leased

No

DVA Healthcare Renal Care, Inc.

Oak Street

2704 North Oak Street

Valdosta

GA

31602-1723

Leased

Yes

DVA Healthcare Renal Care, Inc.

St. Mary’s

2714 Osborne Road

Saint Mary’S

GA

31558-4049

Leased

No

DVA Healthcare Renal Care, Inc.

Brunswick South

2930 Springdale Rd

Brunswick

GA

31520-4838

Leased

No

DVA Healthcare Renal Care, Inc.

Jesup

301 Peachtree Street

Jesup

GA

31545-0245

Leased

No

DVA Healthcare Renal Care, Inc.

Candler County

325 Cedar Street

Metter

GA

30439-4043

Leased

Yes

DVA Healthcare Renal Care, Inc.

Douglasville

3877 Longview Drive

Douglasville

GA

30135-1373

Leased

No

DVA Healthcare Renal Care, Inc.

Hinesville

522 E G Mills Parkway

Hinesville

GA

31313-4021

Leased

No

DVA Healthcare Renal Care, Inc.

Brunswick

53 Scranton Connector

Brunswick

GA

31525-1862

Leased

No

DVA Renal Healthcare, Inc.

Piedmont

105 Collier Road

Atlanta

GA

30309-1730

Leased

No

DVA Renal Healthcare, Inc.

Montezuma

114 De Vaughn Street

Montezuma

GA

31063-1708

Leased

No

DVA Renal Healthcare, Inc.

Abercorn

11706 Mercy Blvd Bldg 9

Savannah

GA

31419-1751

Leased

No

DVA Renal Healthcare, Inc.

North Fulton

1250 Northmeadow Parkway

Roswell

GA

30076-4914

Leased

No

DVA Renal Healthcare, Inc.

Fayetteville

1279 Highway 54 West, Suite 110

Fayetteville

GA

30214-4551

Leased

No

DVA Renal Healthcare, Inc.

Effingham North

1451 Hwy 21 South

Springfield

GA

31329-5244

Leased

No

DVA Renal Healthcare, Inc.

Loring Heights

1575 Northside Drive N W

Atlanta

GA

30318-4211

Leased

No

 

Sch 4.8-30

---

DVA Renal Healthcare, Inc.

GHc-Decatur

1840 Southern Lane

Decatur

GA

30033

Owned

No

DVA Renal Healthcare, Inc.

Douglas

191 West Side Drive

Douglas

GA

31533-3534

Leased

No

DVA Renal Healthcare, Inc.

Laurens County

2400 Bellevue Road

Dublin

GA

31021-2856

Leased

No

DVA Renal Healthcare, Inc.

Atlanta West

2538 Martin Luther King Drive

Atlanta

GA

30311-1779

Leased

No

DVA Renal Healthcare, Inc.

Williams Street

2812 Williams Street

Savannah

GA

31404-4134

Leased

No

DVA Renal Healthcare, Inc.

Cedartown

325 West Avenue

Cedartown

GA

30125-3439

Leased

Yes

DVA Renal Healthcare, Inc.

Wrightsville

513 West Elm Street

Wrightsville

GA

31096-2016

Leased

No

DVA Renal Healthcare, Inc.

Derenne

5303 Montgomery Street

Savannah

GA

31405-5138

Leased

No

DVA Renal Healthcare, Inc.

Atlanta

567 North Avenue

Atlanta

GA

30308-2721

Leased

No

DVA Renal Healthcare, Inc.

Baxley

604 Fair Street

Baxley

GA

31513-0112

Leased

No

DVA Renal Healthcare, Inc.

Cumming

911 Marketplace Blvd, Cumming Marketplace Blvd #3 Suites I-K

Cumming

GA

30041-7938

Leased

No

DVA Renal Healthcare, Inc.

Atlanta South

Tri Cities Plaza, 3158 East Main Street

East Point

GA

30344-4800

Leased

No

Elberton Dialysis Facility, Inc.

Elberton

894 Elbert Street

Elberton

GA

30635-2628

Leased

No

Goldendale Dialysis, LLC

Columbus Home Training

1200 Brookstone Centre

Columbus

GA

31904-2988

Leased

No

Heavener Dialysis, LLC

Victory

2401 Shelby Street

Columbus

GA

31903

Leased

No

Honey Dialysis, LLC

Snellville

2125 Main St E

Snellville

GA

30078-6424

Leased

No

Humboldt Dialysis, LLC

Savannah Gateway

5973 Ogeechee Road

Savannah

GA

31419-8901

Leased

No

ISD Canton, LLC (fka DSI Canton, LLC)

Northwest Georgia

260 Hospital Road

Canton

GA

30114-2409

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Greensboro

1220 Siloam Rd

Greensboro

GA

30642-2810

Leased

Yes

ISD Renal, Inc fka DSI Renal, Inc.

Cartersville

203 N.Tennessee Street

Cartersville

GA

30120-3605

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Austell

3642 Marathon Circle

Austell

GA

30106-6821

Leased

No

Lapham Dialysis, LLC

Ellijay

449 Industrial Boulevard

Ellijay

GA

30540-3772

Leased

Yes

MGD-Kidney Dialysis Center, LLC

Kidney Dialysis Center

640 Martin Luther King Jr. Blvd

Macon

GA

31201-3206

Leased

No

MGD-Medical Practice (Lifeline)

Lifeline Albany

2300 Dawson Rd

Albany

GA

31707-2436

Leased

No

MGD-Medical Practice (Lifeline)

Atlanta 2

3885 Princeton Way

Atlanta

GA

30331-7100

Leased

No

MGD-Medical Practice (Lifeline)

Lifeline Atlanta 2b

5461 Hillandale Dr

Lithonia

GA

30058-4842

Leased

No

Osage Dialysis, LLC

Mcfarland

6225 Atlanta Hwy

Alpharetta

GA

30004-8799

Leased

No

Parker Dialysis, LLC

Walton County

221 Plaza Drive

Monroe

GA

30655-3184

Leased

Yes

 

Sch 4.8-31

---

Renal Life Link, Inc

Cobb

3865 Medical Park Drive

Austell

GA

30106-1109

Leased

Yes

Renal Life Link, Inc

Paulding

4019 Johns Road

Dallas

GA

30132-3420

Leased

No

Renal Life Link, Inc

Sweetwater

7117 S. Sweetwater Road

Lithia Springs

GA

30122-2446

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Buena Vista

100 Burhalter Ave

Buena Vista

GA

31803-9701

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Lake Hearn

1150 Lake Hearn Drive

Atlanta

GA

30342-1566

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

South Columbus

1216 Stark Avenue

Columbus

GA

31906-2500

Leased

Yes

Renal Treatment Centers-Mid-Atlantic, Inc.

Jonesboro

129 King Street

Jonesboro

GA

30236-3656

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Northlake

1390 Montreal Road

Tucker

GA

30084-8144

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Spivey Pd

1423 Stockbridge Road, Unit 3 & 4 Suite B

Jonesboro

GA

30236-3740

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Moultrie

2419 S. Main St.

Moultrie

GA

31768-6531

Leased

Yes

Renal Treatment Centers-Mid-Atlantic, Inc.

Newnan

242 Bullsboro Drive

Newnan

GA

30263-1295

Leased

Yes

Renal Treatment Centers-Mid-Atlantic, Inc.

Lithonia

2485 Park Central Blvd

Lithonia

GA

30035-3903

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Gainsville

2545 Flintridge Road

Gaineville

GA

30501-7428

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Southern Crescent

275 Upper Riverdale Road

Riverdale

GA

30274-2556

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Cascade

3651 Bakers Ferry Rd Sw

Atlanta

GA

30331-3712

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Forest Park

380 Forest Parkway

Forest Park

GA

30297-2107

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Milledgeville

400 South Wayne Street

Milledgeville

GA

31061-3446

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

East Georgia

450 Georgia Avenue

Statesboro

GA

30458-5590

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Iris City

521 North Expressway Village, Suite #1509

Griffin

GA

30223-2073

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Fort Valley

557 Bluebird Blvd.

Fort Valley

GA

31030-5083

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Columbus

6228 Bradley Park Dr

Columbus

GA

31904-3604

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Jackson

Mcdonough Road

Jackson

GA

30233-1572

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

East Georgia Dialysis

TBD Stambuk Lane

Statesboro

GA

30458-5590

Leased

No

Royale Dialysis, LLC

Kennestone

200 North Cobb Pkwy, Bldg. 300

Marietta

GA

30062-3558

Leased

No

Saddleback Dialysis, LLC

Magnolia Oaks

2377 Hwy 196 W

Hinesville

GA

31313-8036

Leased

No

Seminole Dialysis, LLC

Hiram

76 Highland Pavilion Court

Hiram

GA

30141-3170

Leased

No

Shone Dialysis, LLC

Newton

Bypass Road and Highway 36

Covington

GA

30014-3651

Leased

No

Southwest Atlanta Dialysis Centers, LLC

Linden

121 Linden Ave

Atlanta

GA

30308-2432

Leased

No

 

Sch 4.8-32

---

Southwest Atlanta Dialysis Centers, LLC

Decatur

1987 Candler Road

Decatur

GA

30032-4212

Leased

No

Southwest Atlanta Dialysis Centers, LLC

East Point

2669 Church Street

East Point

GA

30344

Leased

No

Southwest Atlanta Dialysis Centers, LLC

Southwest Atlanta

3620 Martin Luther King Drive

Atlanta

GA

30331-3711

Leased

No

Southwest Atlanta Dialysis Centers, LLC

Bakers Ferry

3645 Bakers Ferry Road

Atlanta

GA

30331-3712

Leased

No

Sugarloaf Dialysis, LLC

Sugarloaf

1705 Belle Meade Court

Lawrenceville

GA

30043-5895

Leased

No

Total Renal Care, Inc.

Cordele

1013 E. 16th Street

Cordele

GA

31015-1539

Leased

No

Total Renal Care, Inc.

Shamrock

1016 Claxton Dairy Road

Dublin

GA

31021-7971

Leased

No

Total Renal Care, Inc.

Medlock Bridge

10680 Medlock Bridge Road

Duluth

GA

30097-8420

Leased

No

Total Renal Care, Inc.

Mcdonough

114 Dunn Ave.

Mcdonough

GA

30253-2347

Leased

No

Total Renal Care, Inc.

Troup County

140 Glenn Bass Road

Lagrange

GA

30240-5809

Leased

No

Total Renal Care, Inc.

Sumter County

1432 E Forsyth St.

Americus

GA

31709-3808

Leased

No

Total Renal Care, Inc.

Washington

154 Washington Plaza

Washington

GA

30673-2074

Leased

No

Total Renal Care, Inc.

Piedmont 300b

1575 Northside Drive

Atlanta

GA

30318-4210

Leased

No

Total Renal Care, Inc.

South Augusta

1631 Gordon Hwy Ste 1b

Augusta

GA

30906-2221

Leased

No

Total Renal Care, Inc.

North Carrollton

195 Parkwood Circle

Carrollton

GA

30117-8756

Leased

Yes

Total Renal Care, Inc.

Mcafee

1987 Candler Road

Decatur

GA

30032-4212

Leased

No

Total Renal Care, Inc.

Athens

2026 South Millege Ave, Ste# A-2

Athens

GA

30605-6480

Leased

No

Total Renal Care, Inc.

Tri County

2540 Flat Shoals Road

Atlanta

GA

30349-4314

Leased

No

Total Renal Care, Inc.

East Dekalb

2801 Candler Rd

Decatur

GA

30034-1421

Leased

No

Total Renal Care, Inc.

Peachtree City

2830 W. Highway 54, Building 100

Peachtree City

GA

30269-1026

Leased

No

Total Renal Care, Inc.

Powder Springs

2840 East West Connector

Austell

GA

30106-6813

Leased

No

Total Renal Care, Inc.

Waycross

308 Carswell Ave

Waycross

GA

31501-4762

Leased

Yes

Total Renal Care, Inc.

GHc-Atlanta

400 Decatur Street (Retax Bill Also Shows 382 Decatur Street)

Atlanta

GA

30312

Owned

No

Total Renal Care, Inc.

Tucker

4434 Hugh Howell Rd

Tucker

GA

30084-4905

Leased

No

Total Renal Care, Inc.

Statesboro

4b College Plaza Fair Road

Statesboro

GA

30458-4928

Leased

No

Total Renal Care, Inc.

Divisional - Glenlake

50 Glenlake Parkway

Atlanta

GA

30328-7242

Leased

No

Total Renal Care, Inc.

Middle Georgia

509 North Houston Road

Warner Robins

GA

31093-8844

Leased

No

Total Renal Care, Inc.

Locust Grove-GA

517-531 Stanley K. Tanger Boulevard

Locust Grove

GA

30248

Leased

No

 

Sch 4.8-33

---

Total Renal Care, Inc.

Mountain Park

5235 Memorial Drive

Stone Mountain

GA

30083-3112

Leased

No

Total Renal Care, Inc.

Snapfinger

5255 Snapfinger Park Dr

Decatur

GA

30035-4066

Leased

Yes

Total Renal Care, Inc.

Pooler

54 Traders Way

Pooler

GA

31322

Leased

No

Total Renal Care, Inc.

Metropolitan

540 Central Avenue

Atlanta

GA

30312-2735

Leased

No

Total Renal Care, Inc.

Old National

5615 Old National Hwy

College Park

GA

30349-3811

Leased

No

Total Renal Care, Inc.

North Henry

5627 N. Henry Blvd

Stockbridge

GA

30281-3244

Leased

No

Total Renal Care, Inc.

Darien

5873 Hwy 17 North

Darien

GA

31305-4003

Leased

No

Total Renal Care, Inc.

Mcduffie

621 Mcneil Circle

Tomson

GA

30824-8060

Leased

Yes

Total Renal Care, Inc.

Tifton

636 Love Avenue

Tifton

GA

31794-4406

Leased

No

Total Renal Care, Inc.

Union City

6851 Shannon Pkwy.

Union City

GA

30291-2049

Leased

No

Total Renal Care, Inc.

Turner Hills

7301 Stonecrest Concourse

Lithonia

GA

30038-6902

Leased

No

Total Renal Care, Inc.

Macon-Middle Georgia

747 Second Street

Macon

GA

31201-6835

Leased

No

Total Renal Care, Inc.

Vidalia

906 E First St

Vidalia

GA

30474-4207

Leased

Yes

Total Renal Care, Inc.

Arbor Place

9559 Hwy 5 Ste 1

Douglasville

GA

30135-1573

Leased

No

Total Renal Care, Inc.

Meriwether Greenville

GA Highway 85

Warm Springs

GA

31830-2214

Leased

Yes

Wilder Dialysis, LLC

Conyers

1501 Milstead Rd Ne

Conyers

GA

30012-3838

Leased

Yes

MGD-Rainbow Dialysis, LLC

Rainbow Dialysis

305 Keawe Street

Lahaina

HI

96761-2734

Leased

No

Central Iowa Dialysis Partners, LLC

Des Moines

1301 Penn Ave

Des Moines

IA

50316-2365

Leased

No

Davis Dialysis, LLC

Sioux City

5865 Sunnybrook Drive

Sioux City

IA

51106-4203

Leased

No

Dialysis of Des Moines, LLC

Des Moines

501 S.W. 7th Street

Des Moines

IA

50309-4538

Leased

No

DVA Renal Healthcare, Inc.

Council Bluffs

300 West Broadway, Suite 150

Council Bluffs

IA

51503-9077

Leased

No

Garner Dialysis, LLC

Ames Mary Greeley

2322 E 13th St

Ames

IA

50010-5669

Leased

No

Garner Dialysis, LLC

Marshalltown

3120 S 2nd St

Marshalltown

IA

50158-4614

Leased

No

Garner Dialysis, LLC

Iowa Falls Mary Greeley

701 Washington Ave

Iowa Falls

IA

50126-2109

Leased

No

Geyser Dialysis, LLC

Ankeny

2625 N. Ankeny Blvd.

Ankeny

IA

50023-4704

Leased

No

Green Country Dialysis, LLC

Green Country Dialysis

5250 Utica Ridge Road

Davenport

IA

52807-3872

Leased

No

Honeyman Dialysis, LLC

Five Seasons

1002 4th Avenue SE

Cedar Rapids

IA

52403-2425

Leased

No

Honeyman Dialysis, LLC

Cedar Rapids

5945 Council St Ne

Cedar Rapids

IA

52402-5858

Leased

No

Kobuk Dialysis, LLC

Ottumwa

1005 E Pennsylvania Ave

Ottumwa

IA

52501-6408

Leased

No

 

Sch 4.8-34

---

Renal Treatment Centers-Illinois, Inc.

Grundy Center

101 East J Avenue

Grundy Center

IA

50638-2031

Leased

No

Renal Treatment Centers-Illinois, Inc.

Harlan

1213 Garfield Avenue

Harlan

IA

51537-2057

Leased

No

Renal Treatment Centers-Illinois, Inc.

Central Des Moines

1215 Pleasant Street

Des Moines

IA

50309-1409

Leased

No

Renal Treatment Centers-Illinois, Inc.

Atlantic Dialysis

1500 E 10th St

Atlantic

IA

50022-1935

Leased

No

Renal Treatment Centers-Illinois, Inc.

Buchanan

1600 1st St East

Independence

IA

50644-3155

Leased

No

Renal Treatment Centers-Illinois, Inc.

Cedar Valley

1661 W. Ridgeway

Waterloo

IA

50701-4541

Leased

No

Renal Treatment Centers-Illinois, Inc.

Creston

1700 West Townline Street

Creston

IA

50801-1054

Leased

No

Renal Treatment Centers-Illinois, Inc.

Newton

204 N 4th Street

Newton

IA

50208-3135

Leased

No

Renal Treatment Centers-Illinois, Inc.

Bremer County

220 10th St. S.W.

Waverly

IA

50677-2930

Leased

No

Renal Treatment Centers-Illinois, Inc.

Shenandoah

300 Pershing Avenue

Shenandoah

IA

51601-2355

Leased

No

Renal Treatment Centers-Illinois, Inc.

Black Hawk

3421 W 9th St

Waterloo

IA

50702-5401

Leased

No

Renal Treatment Centers-Illinois, Inc.

West Union

405 Hwy 150 N

West Union

IA

52175-1003

Leased

No

Renal Treatment Centers-Illinois, Inc.

Perry

610 10th Street

Perry

IA

50220-2221

Leased

No

Renal Treatment Centers-Illinois, Inc.

West Des Moines

6800 Lake Drive

Des Moines

IA

50266-2544

Leased

No

Renal Treatment Centers-West, Inc.

Snake River

1491 Parkway Drive

Blackfoot

ID

83221-1667

Leased

No

Total Renal Care, Inc.

Twin Falls

1840 Canyon Crest Drive

Twin Falls

ID

83301-3042

Leased

No

Total Renal Care, Inc.

Gate City

2001 Bench Road

Pocatello

ID

83201-2033

Leased

Yes

Total Renal Care, Inc.

Moscow

212 Rodeo Dr

Moscow

ID

83843-9798

Leased

No

Total Renal Care, Inc.

Treasure Valley

3525 East Louise Dr

Meridian

ID

83642-6303

Leased

No

Total Renal Care, Inc.

Table Rock

5610 West Gage Street

Boise

ID

83706-1332

Leased

Yes

Total Renal Care, Inc.

Twin Falls

600 N. Poleline Road

Twin Falls

ID

83301-3042

Leased

No

Total Renal Care, Inc.

Burley

741 North Overland Drive

Burley

ID

83318-3440

Leased

Yes

Total Renal Care, Inc.

Caldwell

821 S Smeed Parkway

Caldwell

ID

83605-5130

Leased

Yes

Total Renal Care, Inc.

Nampa

846 Park Centre Way

Nampa

ID

83651-1790

Leased

Yes

Total Renal Care, Inc.

Idaho Falls

900 Pancheri Dr

Idaho Falls

ID

83402-3310

Leased

No

Camino Dialysis, LLC

Barrington Creek At Home

28160 Northwest Hwy, Unit 111

Lake Barrington

IL

60010-2324

Leased

Yes

Camino Dialysis, LLC

Barrington Creek

28160 Northwest Hwy, Unit 118

Lake Barrington

IL

60010

Leased

No

Chicago Heights Dialysis, LLC

Chicago Heights

177 B West Joe Orr Road

Chicago Heights

IL

60411-1733

Leased

No

Cowell Dialysis, LLC

Lawndale

3934 West 24th Street

Chicago

IL

60623-3371

Leased

No

 

Sch 4.8-35

---

Dialysis of Northern Illinois, LLC

Gateway

2200 Gateway Drive

Sycamore

IL

60178-3113

Leased

Yes

Dialysis of Northern Illinois, LLC

Crimson Ridge Home

2540 Hauser-Ross Dr

Sycamore

IL

60178-3171

Leased

No

Dialysis of Northern Illinois, LLC

Roxbury

622 Roxbury Road

Rockford

IL

61107-5089

Leased

No

Dialysis of Northern Illinois, LLC

Timber Creek

975 S Annie Gidden Road

Dekalb

IL

60115-8250

Leased

No

DVA Renal Healthcare, Inc.

GHc-Macon

1090 W. McKinley

Decatur

IL

62526

Owned

No

DVA Renal Healthcare, Inc.

GHc-Jacksonville

1515 W. Walnut

Jacksonville

IL

62650

Owned

No

DVA Renal Healthcare, Inc.

Lincoln

2100 W 5th Street

Lincoln

IL

62656-9115

Leased

No

DVA Renal Healthcare, Inc.

Springfield Montvale

2930 South Montvale Drive

Springfield

IL

62704-5376

Leased

No

DVA Renal Healthcare, Inc.

Alton

3511 College Avenue

Alton

IL

62002-5009

Leased

No

DVA Renal Healthcare, Inc.

Illini Renal

507 East University

Champaign

IL

61820-3828

Leased

No

DVA Renal Healthcare, Inc.

Mattoon

6051 Development Drive

Charleston

IL

61920-9467

Leased

Yes

DVA Renal Healthcare, Inc.

Decatur East Wood

792 East Wood Street

Decatur

IL

62523-1155

Leased

Yes

DVA Renal Healthcare, Inc.

Taylorville

901 West Spresser Street

Taylorville

IL

62568-1831

Leased

Yes

DVA Renal Healthcare, Inc.

Effingham

904 Medical Park Drive

Effingham

IL

62401-2193

Leased

Yes

DVA Renal Healthcare, Inc.

Litchfield

915 St. Francis Way

Litchfield

IL

62056-1775

Leased

No

DVA Renal Healthcare, Inc.

Springfield

932 N Rutledge St

Springfield

IL

62702-3721

Leased

No

DVA Renal Healthcare, Inc.

Rushville

Route 2 Box 99a

Rushville

IL

62681-1293

Leased

No

Ebrea Dialysis, LLC

South Suburban

19720 Governors Highway

Flossmoor

IL

60422-2075

Leased

No

Fenton Dialysis, LLC

Harrisburg Home Training (PD-HHD)

303 South Commercial Street, Suite 15

Harrisburg

IL

62946-2125

Leased

No

Freeportbay Dialysis, LLC

Driftwood

1808 S West Avenue

Freeport

IL

61032-6712

Leased

No

Holiday Dialysis, LLC

Silverbridge Home Training

2410 Alft Lane

Elgin

IL

60124-7843

Leased

No

ISD Buffalo Grove, LLC fka DSI Buffalo Grove, LLC

Buffalo Grove

1291 W Dundee Road

Buffalo Grove

IL

60089-4009

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Loop Renal

1101 S Canal Street

Chicago

IL

60607-4901

Leased

Yes

ISD Renal, Inc fka DSI Renal, Inc.

South Holland

16136 S Park Avenue

South Holland

IL

60473-1511

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Waukegan

1616 N Grand Avenue

Waukegan

IL

60085-3676

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Arlington Heights

17 W Golf Road

Arlington Heights

IL

60005-3905

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Evanston

1717 Central Street

Evanston

IL

60202-1016

Leased

No

 

Sch 4.8-36

---

ISD Renal, Inc fka DSI Renal, Inc.

Evanston

1922 Dempster Street

Evanston

IL

60202-1016

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Markham

3053 W 159th Street

Markham

IL

60428-4003

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Waukegan

3350 West Grand Avenue

Waukegan

IL

60085-3676

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Hazel Crest

3470 W 183rd Street

Hazel Crest

IL

60429-2428

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Markham

4215 West 167th Street

Country Club Hills

IL

60428-4003

Leased

No

ISD Schaumburg, LLC fka DSI Schaumburg, LLC

Schaumburg

1156 S Roselle Road

Schaumberg

IL

60193-4072

Leased

No

ISD Schaumburg, LLC fka DSI Schaumburg, LLC

Schaumburg

1156 South Roselle Road, Suites A and B

Schaumburg

IL

60005-3905

Leased

No

Lincoln Park Dialysis Services, Inc.

Lincoln Park

3155-57 North Lincoln Ave.

Chicago

IL

60657-3111

Leased

No

Lincoln Park Dialysis Services, Inc.

Kennedy Home

5509 N. Cumberland Avenue, Ste 515

Chicago

IL

60656-4702

Leased

No

Lincoln Park Dialysis Services, Inc.

Lincoln Park

7009 W Belmont

Chicago

IL

60634-4533

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Merrillville

100 W 86th Ave

Merrillville

IL

46410-7062

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Alsip

12250 S. Cicero Ave.

Alsip

IL

60803-2907

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Rolling Meadows

1545 Hicks Road

Rolling Meadows

IL

60008

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Woodbridge

Woodgrove Medical And Professional Center, 7425 Janes Ave. #101

Woodridge

IL

60517-2356

Leased

No

Nadell Dialysis, LLC

Moline Home Training

4650 38th Ave

Moline

IL

61265-6706

Leased

No

Pekin Dialysis, LLC

Tazewell County

1021 Court Street

Pekin

IL

61554-4817

Leased

No

Renal Life Link, Inc

Benton

1151 Route 14 West

Benton

IL

62812-1500

Leased

No

Renal Life Link, Inc

Olney

117 N. Boone St.

Olney

IL

62450-2109

Leased

No

Renal Life Link, Inc

Centralia

1231 State Route 161 East

Centralia

IL

62801-6739

Leased

No

Renal Life Link, Inc

Marion

324 South 4th Street

Marion

IL

62959-1241

Leased

No

Renal Life Link, Inc

Mount Vernon

4102 North Water Tower Place

Mount Vernon

IL

62864-6295

Leased

No

Renal Life Link, Inc

East Metro

5105 West Main Street

Belleville

IL

62226-4728

Leased

Yes

Renal Life Link, Inc

Beverly

8111 S. Western Avenue

Chicago

IL

60620-5939

Leased

No

Renal Life Link, Inc

Stony Creek

9115 S. Cicero Ave

Oak Lawn

IL

60453-1895

Leased

No

Renal Treatment Centers-Illinois, Inc.

Granite City

#2-#9 American Village & 3305 Nameoki Rd

Granite City

IL

62040-3706

Leased

No

 

Sch 4.8-37

---

Renal Treatment Centers-Illinois, Inc.

Freeport

1026 & 1028 Kunkle Blvd

Freeport

IL

61032-6914

Leased

Yes

Renal Treatment Centers-Illinois, Inc.

Dixon

1131 N Galena Ave

Dixon

IL

61021-1015

Leased

Yes

Renal Treatment Centers-Illinois, Inc.

Sauget

2061 Goose Lake Rd

Sauget

IL

62206-2822

Leased

No

Renal Treatment Centers-Illinois, Inc.

Maryville

2130 Vadalabene Drive

Maryville

IL

62062-5632

Leased

No

Renal Treatment Centers-Illinois, Inc.

Maryville

2136-B Vadalabene Dr

Maryville

IL

62062-5828

Leased

No

Renal Treatment Centers-Illinois, Inc.

Little Village

2335 W Cermak

Chicago

IL

60608-3811

Leased

No

Renal Treatment Centers-Illinois, Inc.

Whiteside

2600 North Locust

Sterling

IL

61081-4602

Leased

Yes

Renal Treatment Centers-Illinois, Inc.

Rockford

3339 N Rockton Ave

Rockford

IL

61103-2839

Leased

No

Renal Treatment Centers-Illinois, Inc.

Greenwood

3401 W 111th Street

Chicago

IL

60655-3329

Leased

No

Renal Treatment Centers-Illinois, Inc.

Lake Villa

37809 N Il Route 59

Lake Villa

IL

60046-7332

Leased

No

Renal Treatment Centers-Illinois, Inc.

Churchview

417 Ware Avenue

Rockford

IL

61107-6413

Leased

No

Renal Treatment Centers-Illinois, Inc.

Kankakee

581 William Latham Drive Ste 104

Bourbonnais

IL

60914-2439

Leased

No

Renal Treatment Centers-Illinois, Inc.

Churchview

5970 Churchview Drive

Rockford

IL

61107-6413

Leased

No

RMS Lifeline, Inc.

Lifeline Corp

Three Hawthorn Parkway

Vernon Hills

IL

60061-1450

Leased

No

Robinson Dialysis, LLC

Robinson

1215 N Allen St

Robinson

IL

62454-1100

Leased

No

Seasons Dialysis, LLC

Crystal Springs

720 Cog Circle

Crystal Lake

IL

60014-7301

Leased

No

Total Renal Care, Inc.

Quincy

1005 Broadway St

Quincy

IL

62301-4152

Leased

No

Total Renal Care, Inc.

Team Fusion Group Office

105 E 1st Street

Dixon

IL

55344

Leased

No

Total Renal Care, Inc.

West Joliet

1051 Essington Rd

Joliet

IL

60435-2893

Leased

No

Total Renal Care, Inc.

Shiloh

1095 North Green Mount Rd

Belleville

IL

62221-3303

Leased

No

Total Renal Care, Inc.

Salem Home Training

1201 Ricker Drive

Salem

IL

62881

Leased

No

Total Renal Care, Inc.

Stonecrest

1302 East State St

Rockford

IL

61104-2228

Leased

No

Total Renal Care, Inc.

Hickory Hills

13155 S. Lagrange Road

Orlando Park

IL

60462-1162

Leased

No

Total Renal Care, Inc.

Chicago Clinic

1333 North Kingsbury Street, Suite 100

Chicago

IL

60642-2687

Leased

No

Total Renal Care, Inc.

Skyline Division Office

1333 North Kingsbury Street, Suite 305

Chicago

IL

60642-7039

Leased

No

Total Renal Care, Inc.

Red Bud

1500 East Market Street

Red Bud

IL

62278

Leased

No

Total Renal Care, Inc.

Morris

1547, 1549, 1551 Creek Drive

Morris

IL

60450-6857

Leased

No

Total Renal Care, Inc.

West Side

1600 West 13th Street, Unit 3

Chicago

IL

60608-1306

Leased

No

 

Sch 4.8-38

---

Total Renal Care, Inc.

Belvidere-IL

1755 Henry Luckow Lane

Belvidere

IL

61008

Leased

No

Total Renal Care, Inc.

New Lenox

1890 Silver Cross Blvd

New Lenox

IL

60451

Leased

No

Total Renal Care, Inc.

New Lenox Home Training

1890 Silver Cross Boulevard, Suite 465

New Lenox

IL

60451

Leased

No

Total Renal Care, Inc.

Carpentersville

2203 Randall Road

Carpentersville

IL

60110-3355

Leased

No

Total Renal Care, Inc.

Edwardsville

235 S. Buchanan

Edwardsville

IL

62025-2108

Leased

No

Total Renal Care, Inc.

Dnp Regional Office East

27475 Ferry Road

Warrenville

IL

60555

Leased

No

Total Renal Care, Inc.

Logan Square

2838 North Kimball Ave

Chicago

IL

60618-7524

Leased

No

Total Renal Care, Inc.

Springfield South

2930 South 6th St

Springfield

IL

62703-5944

Leased

No

Total Renal Care, Inc.

Danville Home Training

3 Poland Road

Danville

IL

61834-7463

Leased

No

Total Renal Care, Inc.

Vandalia

301 Mattes Road

Vandalia

IL

62471-2061

Leased

No

Total Renal Care, Inc.

Fairfield

303 Nw 11th St

Fairfield

IL

62837-1203

Leased

No

Total Renal Care, Inc.

Downers Grove

3050 Finley Road

Downers Grove

IL

60515-1196

Leased

No

Total Renal Care, Inc.

Garfield Kennedy

3250 W Franklin Blvd

Chicago

IL

60624-1509

Owned

No

Total Renal Care, Inc.

Lake Park

4253 South Cottage Grove Ave

Chicago

IL

60653-2929

Leased

No

Total Renal Care, Inc.

Woodlawn Home Pd

4253 South Cottage Grove Ave

Chicago

IL

60653

Leased

No

Total Renal Care, Inc.

Olympia Fields

4557b W Lincoln Hwy

Matteson

IL

60443-2385

Leased

No

Total Renal Care, Inc.

Woodlawn

5060 S State St

Chicago

IL

60609-5328

Leased

No

Total Renal Care, Inc.

Big Oaks

5623 W Touhy Ave

Niles

IL

60714-4019

Leased

No

Total Renal Care, Inc.

Lake County

565 Lakeview Parkway

Vernon Hills

IL

60061-1857

Leased

Yes

Total Renal Care, Inc.

Lake County At Home

565 Lakeview Parkway

Vernon Hills

IL

60061-1857

Leased

No

Total Renal Care, Inc.

Pittsfield

640 W Washington St

Pittsfield

IL

62363-1350

Leased

No

Total Renal Care, Inc.

West Lawn

7000 S. Pulaski Rd.

Chicago

IL

60629-5842

Leased

No

Total Renal Care, Inc.

Montclare

7009-11 W. Belmont Ave

Chicago

IL

60634-4533

Leased

No

Total Renal Care, Inc.

Emerald

710 W 43rd St

Chicago

IL

60609-3435

Leased

No

Total Renal Care, Inc.

Grand Crossing

7319 S. Cottage Grove

Chicago

IL

60619-1909

Leased

No

Total Renal Care, Inc.

Woodridge Home

7425 Janes Ave

Woodridge

IL

60517-2335

Leased

No

Total Renal Care, Inc.

Cobblestone

836 Dundee Ave & 851 Duncan Ave

Elgin

IL

60120-3068

Leased

No

Total Renal Care, Inc.

Stony Island

8721 South Stony Island

Chicago

IL

60617-2709

Leased

Yes

 

Sch 4.8-39

---

Total Renal Care, Inc.

Marengo City

910 Greenlee

Marengo

IL

60152-8200

Leased

No

Total Renal Care, Inc.

Jerseyville

917 S State St

Jerseyville

IL

62052-2344

Leased

No

Total Renal Care, Inc.

Coal City

965 E. Division Street

Coal City

IL

60416-9483

Leased

No

TRC-Indiana, LLC.

Crc East Chicago

4320 Fir Street

East Chicago

IL

46312-3078

Leased

No

Bridges Dialysis, LLC

Fort Wayne South

302 East Pettit Avenue

Fort Wayne

IN

46806-3007

Leased

No

Bridges Dialysis, LLC

Summit City

3101 East Coliseum Blvd

Fort Wayne

IN

46805-1561

Leased

No

Bridges Dialysis, LLC

Fort Wayne Home

3124 E State Blvd

Fort Wayne

IN

46805-4763

Leased

No

Bridges Dialysis, LLC

Fort Wayne West

4916 Illinois Rd

Fort Wayne

IN

46804-5116

Leased

No

Cardinal Dialysis, LLC

Muncie

820-824 E. McGalliard Road

Muncie

IN

47303-2081

Leased

No

Damon Dialysis, LLC

Avon

9210 Rockville Road

Indianapolis

IN

46234-2670

Leased

No

DVA Renal Healthcare, Inc.

Division

3021 East 98th Street

Indianapolis

IN

46280-1964

Leased

No

Gardenside Dialysis, LLC

Scottsburg

1619 W. Mcclain Ave

Scottsburg

IN

47170-1161

Leased

No

Griffs Dialysis, LLC

South Bend West

Blackthorn Office Park

South Bend

IN

46628-6205

Leased

No

ISD Plainfield, LLC fka DSI Plainfield, LLC

Plainfield

8110 Network Drive

Plainfield

IN

46168-9024

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Central Fort Wayne

1940 Bluffton Road

Fort Wayne

IN

46809-1307

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Blue River Valley

2309 S Miller Street

Shelbyville

IN

46176-9350

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Huntington

3040 W Park Drive

Huntington

IN

46750-8956

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Lake Avenue

3525 Lake Avenue

Fort Wayne

IN

46805-5545

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Marion County

3834 S Emerson Avenue

Indianapolis

IN

46203-5902

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Quad Counties

528 N Grandstaff Dr

Auburn

IN

46706-1660

Leased

No

ISD Renal, Inc. fka DSI Renal, Inc.

Lake Avenue Dialysis (P226, P227)

3525 Lake Avenue

Fort Wayne

IN

46816

Owned

No

ISD Renal, Inc. fka DSI Renal, Inc.

CLSD-South Anthony Dialysis (P234)

7017 South Anthony

Fort Wayne

IN

46816

Owned

No

Lawrenceburg Dialysis, LLC

Lawrenceburg

721 Rudolph Way

Greendale

IN

47025-8378

Leased

No

Lurleen Dialysis, LLC

Jeffersonville

365 Quartermaster Court

Jeffersonville

IN

47130-3670

Leased

No

Mocca Dialysis, LLC

Spring Street

1601 Spring Street

Jeffersonville

IN

47130

Leased

No

New Bay Dialysis, LLC

Corydon

1937-B Old Highway 135 Nw

Corydon

IN

47112-2013

Leased

No

New Springs Dialysis, LLC

Salem

1201 North Jim Day Rd

Salem

IN

47167-7219

Leased

No

Prings Dialysis, LLC

Eagle Highlands

6925 Shore Terrace Drive

Indianapolis

IN

46254-4675

Leased

Yes

 

Sch 4.8-40

---

Renal Life Link, Inc

North Evansville

1151 West Buena Vista Road

Evansville

IN

47710-3334

Leased

No

Renal Life Link, Inc

East Evansville

1312 Professional Boulevard

Evansville

IN

47714-8007

Leased

Yes

Renal Life Link, Inc

Daviess

310 NE 14th Street

Washington

IN

47501-2137

Leased

No

Renal Life Link, Inc

Jasper

671 3rd Avenue, Suite A

Jasper

IN

47546-1856

Leased

No

Renal Life Link, Inc

Vincennes

700 Willow Street

Vincennes

IN

47591-1028

Leased

Yes

Renal Life Link, Inc

Jasper

721 W. 13th Street

Jasper

IN

47546-1856

Leased

No

Renal Treatment Centers-Illinois, Inc.

Franklin

1140 West Jefferson Street

Franklin

IN

46131-2101

Leased

No

Renal Treatment Centers-Illinois, Inc.

Madison

220 Clifty Drive Unit K

Madison

IN

47250-1669

Leased

Yes

Renal Treatment Centers-Illinois, Inc.

Princeton - In

2227 Sherman Drive

Princeton

IN

47670-1062

Leased

No

Renal Treatment Centers-Illinois, Inc.

Batesville

232 State Road 129 South

Batesville

IN

47006-7694

Leased

Yes

Renal Treatment Centers-Illinois, Inc.

New Albany

2669 E&F Charlestown Rd

New Albany

IN

47150-2573

Leased

No

Renal Treatment Centers-Illinois, Inc.

Westview

3749 Commercial Drive

Indianapolis

IN

46222-1676

Leased

No

Roushe Dialysis, LLC

Mishawaka

Trinity Place, Lot 6

Mishawaka

IN

46545-5005

Leased

No

Santee Dialysis, LLC

Elkhart

1401 N. Michigan Street

Elkhard

IN

46514-2633

Leased

No

Silverwood Dialysis, LLC

Indy East

1208 North Arlington Avenue

Indianapolis

IN

46219-3203

Leased

No

Southwest Indiana Dialysis, LLC

Bridge Point

1136 North Baldwin Avenue

Marion

IN

46952-2536

Leased

No

Total Renal Care, Inc.

Carmel Healthy Living

118 Medical Drive

Carmel

IN

46032-2923

Leased

No

Total Renal Care, Inc.

Brownsburg

124 E Northfield Drive

Brownsburg

IN

46112-2601

Leased

No

Total Renal Care, Inc.

Rushville

1400 N Cherry St

Rushville

IN

46173-1097

Leased

No

Total Renal Care, Inc.

Hoosier Hills

143 S Kingston Dr

Bloomington

IN

47408-6342

Leased

No

Total Renal Care, Inc.

Greenburg

1531 North Commerce East Drive

Greensburg

IN

47240-3259

Leased

No

Total Renal Care, Inc.

Carmel

176-182 East Carmel Dr

Carmel

IN

46032-2633

Leased

No

Total Renal Care, Inc.

North Vernon

2350 N State Hwy 7

North Vernon

IN

47265-7183

Leased

No

Total Renal Care, Inc.

Newburgh

4311 Highway 261

Newburgh

IN

47630-2653

Leased

No

Total Renal Care, Inc.

Hl Region 6

5521 W. U.S. Highway 30

Schererville

IN

46307

Leased

No

Total Renal Care, Inc.

Paoli

555 West Longest Street

Paoli

IN

47454-9670

Leased

No

Total Renal Care, Inc.

Portage

5823 Us Route 6

Portage

IN

46368-4851

Leased

Yes

Total Renal Care, Inc.

Chesterton

711 Plaza Dr #6

Chesterton

IN

46304-5506

Leased

No

Total Renal Care, Inc.

Indy South

972 Emerson Parkway

Greenwood

IN

46143-6202

Leased

No

Total Renal Care, Inc.

Southbend Downtown

TBD

South Bend

IN

46601

Leased

No

 

Sch 4.8-41

---

Total Renal Care, Inc.

St John

Units # 3-8

St. John

IN

46373-8777

Leased

Yes

TRC-Indiana, LLC.

Tell City

1602 Main Street

Tell City

IN

47586-1310

Leased

Yes

TRC-Indiana, LLC.

Hammond

222 Douglas

Hammond

IN

46320-1960

Leased

No

TRC-Indiana, LLC.

Gary

4802 Broadway

Gary

IN

46408-4509

Leased

No

TRC-Indiana, LLC.

Valparaiso

606 Lincoln Way

Valparaiso

IN

46383-5728

Leased

No

TRC-Indiana, LLC.

Crc Munster

9100 A Calumet Ave

Munster

IN

46321-2806

Leased

No

TRC-Indiana, LLC.

Merrillville

9223 Taft Street

Merrillville

IN

46410-6911

Leased

Yes

TRC-Indiana, LLC.

Comprehensive Michigan City

9836 W 400 North

Michigan City

IN

46360-2910

Leased

Yes

Beals Dialysis, LLC

Gardner-KS

324-328 East Main Street

Gardner

KS

66030-1314

Leased

No

Bladon Dialysis, LLC

Hutchinson

1901 North Waldron

Hutchinson

KS

67502-1129

Leased

Yes

DVA Healthcare Renal Care, Inc.

Wyandotte West

11013 Haskell Ave

Kansas City

KS

66109-4404

Leased

No

DVA Healthcare Renal Care, Inc.

Lenexa

8630 Halsey

Lenexa

KS

66215-2880

Leased

No

DVA Renal Healthcare, Inc.

Olathe

732 West Frontier

Olathe

KS

66061-7202

Leased

No

Joshua Dialysis, LLC

Andover

626 S. Andover Road

Andover

KS

67002-8910

Leased

No

Kenai Dialysis, LLC

Medical Plaza

10787 Nall

Leawood

KS

66211-1375

Leased

No

MGD-Maize Dialysis Center, LLC

Maize

10001 W Grady Ave

Maize

KS

67101

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Kansas City

10 E. Cambridge Circle

Kansas City

KS

66103-1334

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Wichita

2630 N. Webb Rd, Bld. 100 Suite 200

Wichita

KS

67226-8110

Leased

No

Renal Treatment Centers-West, Inc.

Newton

1223 Washington Road

Newton

KS

67114-4855

Leased

Yes

Renal Treatment Centers-West, Inc.

Winfield

1315 East 4th Avenue

Winfield

KS

67156-2457

Leased

No

Renal Treatment Centers-West, Inc.

Derby

250 W. Red Powell Drive

Derby

KS

67037-2626

Leased

No

Renal Treatment Centers-West, Inc.

Ne Wichita

2630 N. Webb Rd, Bld. 100 Suite 200

Wichita

KS

67226-8174

Leased

No

Renal Treatment Centers-West, Inc.

East Wichita

320 North Hillside

Wichita

KS

67214-4918

Leased

No

Renal Treatment Centers-West, Inc.

Garden City

401 N Main St

Garden City

KS

67846-6959

Leased

Yes

Renal Treatment Centers-West, Inc.

Leavenworth

501 Oaks Street

Leavenworth

KS

66048-2646

Leased

No

Renal Treatment Centers-West, Inc.

Wichita

909 North Topeka

Wichita

KS

67214-3620

Leased

No

Renal Treatment Centers-West, Inc.

Parsons

Labette County Medical Center

Parsons

KS

67357

Leased

Yes

 

Sch 4.8-42

---

Renal Treatment Centers-West, Inc.

Independence

Mercy Hospital, 801 W. Myrtle PO Box 1233

Independence

KS

67301-3239

Leased

Yes

Total Renal Care, Inc.

Johnson County

10453 W 84th Terrace

Lenexa

KS

66214-1641

Leased

No

Total Renal Care, Inc.

Sabetha

106 North 12th Street

Sabetha

KS

66534-1810

Leased

No

Total Renal Care, Inc.

Hiawatha

120 East Lodge Road

Hiawatha

KS

66434

Leased

No

Total Renal Care, Inc.

Ottawa

1320 S. Ash

Ottawa

KS

66067-3413

Leased

No

Total Renal Care, Inc.

Pratt

203 Watson

Pratt

KS

67124-3092

Leased

Yes

Total Renal Care, Inc.

Lawrence

330 Arkansas Street

Lawrence

KS

66044-1394

Leased

No

Total Renal Care, Inc.

Wyandotte

5001 State Avenue

Kansas City

KS

66102-3459

Leased

No

Total Renal Care, Inc.

Topeka

634 Sw Mulvane Street

Topeka

KS

66606-1678

Leased

No

Windcreek Dialysis, LLC

Paola

1605 E. Peoria Street

Paola

KS

66071-1893

Leased

No

Wyandotte Central Dialysis, LLC

Wyandotte Central

3737 State Avenue

Kansas City

KS

66102-3830

Leased

No

Bluegrass Dialysis, LLC

Williamstown

103 Barnes Road

Williamstown

KY

41097-9468

Leased

No

Bluegrass Dialysis, LLC

12th Street Covington

1500 James Simpson Jr. Way

Covington

KY

41011

Leased

No

Caballo Dialysis, LLC

Hi Hat

17721 Route 122

Hi Hat

KY

41636-6624

Leased

No

Caddo Dialysis, LLC

General Butler

329 Floyd Drive

Carrollton

KY

41008-8258

Leased

No

Central Kentucky Dialysis Centers, LLC

Radcliff

180 East Lincoln Trail Blvd

Radcliff

KY

40160-1254

Leased

No

Central Kentucky Dialysis Centers, LLC

Bardstown

208/210 West John Fitch Avenue

Bardstown

KY

40004-1115

Leased

No

Central Kentucky Dialysis Centers, LLC

Woodland

2807-2813 Ring Road

Elizabethtown

KY

42701-2795

Leased

No

Central Kentucky Dialysis Centers, LLC

Woodland

912 Woodland Drive

Elizabethtown

KY

42701-2795

Leased

No

DVA Renal Healthcare, Inc.

Hopkinsville

1914 South Virginia Street

Hopkinsville

KY

42240

Leased

No

DVA Renal Healthcare, Inc.

Christian County

200 Burley Avenue

Hopkinsville

KY

42240-8725

Leased

No

DVA Renal Healthcare, Inc.

GHc-Crestview Hills

400 Centerview Blvd

Crestview Hills

KY

41017-3478

Owned

No

DVA Renal Healthcare, Inc.

South Hill

525 Alexandria Pike

Southgate

KY

41071-3243

Leased

Yes

Grove Dialysis, LLC

Warren County

391 Swannee Trail Street

Bowling Green

KY

42103-7956

Leased

No

Martin Dialysis, LLC

Owensboro

3250 Kidron Valley Way

Owensboro

KY

42301-2398

Leased

No

New Bay Dialysis, LLC

Lagrange

240 Parker Drive

Lagrange

KY

40031-1200

Leased

No

New Bay Dialysis, LLC

Meadows East

2520 Six Mile Lane

Louiville

KY

40220-2934

Leased

No

New Bay Dialysis, LLC

West Broadway

720 W Broadway

Louisville

KY

40202-2240

Leased

No

New Springs Dialysis, LLC

Louisville

8037 Dixie Highway

Louisville

KY

40258-1344

Leased

Yes

 

Sch 4.8-43

---

Renal Life Link, Inc

Springhurst

10201 Champion Farms Drive

Louisville

KY

40241-6150

Leased

No

Renal Life Link, Inc

Gardenside

70 North Garden Mile Road

Henderson

KY

42420-5529

Leased

No

Renal Life Link, Inc

Leitchfield

912 Wallace Avenue

Leitchfield

KY

42754-2405

Leased

No

Renal Treatment Centers-Illinois, Inc.

Owensboro

1930 East Parrish Ave

Owensboro

KY

42303-1443

Leased

No

River Valley Dialysis, LLC

Turfway

11 Spiral Drive

Florence

KY

41042-1394

Leased

Yes

River Valley Dialysis, LLC

Cold Springs

400 Cross Roads Drive

Cold Spring

KY

41076-2341

Leased

No

Sugarite Dialysis, LLC

Shelbyville Road

4600 Shelbyville Rd

Louisville

KY

40207-3326

Leased

No

Total Renal Care, Inc.

Taylor Country

101 Kingwood Drive

Campbellsville

KY

42718-9634

Leased

No

Total Renal Care, Inc.

Eastern Kentucky

167 Weddington Branch Road

Pikeville

KY

41501-3204

Leased

No

Total Renal Care, Inc.

Hamburg

1745 Alysheba Way

Lexington

KY

40509-9013

Leased

No

Total Renal Care, Inc.

South Williamson

204 Appalachian Plz

South Williamson

KY

41503-9404

Leased

No

Total Renal Care, Inc.

Portland

2112-2122 Portland Avenue

Louisville

KY

40212

Leased

No

Total Renal Care, Inc.

Bourbon County

213 Letton Dr

Paris

KY

40361-2251

Leased

No

Total Renal Care, Inc.

Kentucky Home

2130 Nicholasville Road

Lexington

KY

40503-2520

Leased

No

Total Renal Care, Inc.

Louisa

2145 Highway 2565

Louisa

KY

41230-9166

Leased

Yes

Total Renal Care, Inc.

Madisonville

255 East North St.

Madisonville

KY

42431-1641

Leased

No

Total Renal Care, Inc.

Paintsville

4750 S Ky Route 321

Hagerhill

KY

41222-9012

Leased

No

Total Renal Care, Inc.

Versailles

480 Lexington Rd

Versailles

KY

40383-1918

Leased

No

Total Renal Care, Inc.

Raven Rock

483 Gateway Industrial Park

Jenkins

KY

41537-9209

Leased

No

Total Renal Care, Inc.

Maysville

489 Tucker Drive

Maysville

KY

41056-9111

Leased

No

Total Renal Care, Inc.

Shelby County KY

Churchview Street, Lot #6

Shelbyville

KY

40065

Leased

No

Verde Dialysis, LLC

Shepherdsville

150 Brooks Hill Way

Brooks

KY

40109-6105

Leased

No

DVA Healthcare Renal Care, Inc.

Donaldsonville

101 Plimsol Street

Donaldsonville

LA

70346

Leased

No

DVA Healthcare Renal Care, Inc.

Magnolia

210 East Spillman Road

Gonzales

LA

70737-4604

Leased

Yes

DVA Healthcare Renal Care, Inc.

Chateau

720 Village Road

Kenner

LA

70065-2751

Leased

No

DVA Renal Healthcare, Inc.

New Orleans Uptown

1401 Foucher Street

New Orleans

LA

70115-3515

Leased

No

DVA Renal Healthcare, Inc.

Deridder

239 East 1st Street

Deridder

LA

70634-4105

Leased

No

DVA Renal Healthcare, Inc.

Lake Charles

300 W. 18th

Lake Charles

LA

70601-7342

Leased

Yes

DVA Renal Healthcare, Inc.

Sulphur

944 S Beglis Parkway

Sulphur

LA

70663-5102

Leased

No

 

Sch 4.8-44

---

ISD Renal, Inc fka DSI Renal, Inc.

Batonrouge

1333 O’Neal Lane

Baton Rouge

LA

70816-1957

Leased

No

ISD Renal, Inc. fka DSI Renal, Inc.

Houma Dialysis (P175)

108 Picone Road

Houma

LA

70363

Owned

No

Pine Dialysis, LLC

Westwego

1 Westbank Expressway

Westwego

LA

70094-4156

Leased

No

Renal Life Link, Inc

Metairie

7110 Airline Drive

Metairie

LA

70003-5950

Leased

No

Renal Life Link, Inc.

River Parishes Dialysis (aka La Place)

2880 West Airline Hwy

La Place

LA

70068-2922

Owned

No

Renal Treatment Centers-Southeast, LP

Northshore

106 Medical Center Drive

Slidell

LA

70461-5575

Leased

No

Renal Treatment Centers-Southeast, LP

Oakwood

148 Hector Avenue

Gretna

LA

70056-2531

Leased

No

Renal Treatment Centers-Southeast, LP

Hammond

15799 Professional Plaza

Hammond

LA

70403-1452

Leased

Yes

Renal Treatment Centers-Southeast, LP

Marrero

1908 Jutland Dr

Harvey

LA

70058-2359

Leased

No

Renal Treatment Centers-Southeast, LP

Covington

210 Greenbriar Blvd.

Covington

LA

70433-7235

Leased

No

Renal Treatment Centers-Southeast, LP

Bogalusa

2108 Avenue F

Bogalusa

LA

70427

Leased

No

Renal Treatment Centers-Southeast, LP

Slidell

662 Robert Blvd

Slidell

LA

70458-1648

Leased

No

Renal Treatment Centers-Southeast, LP

Washington Parish

724 Washington Street

Franklinton

LA

70438-1790

Leased

No

Total Renal Care, Inc.

River Bend

1057 Paul Maillard Road

Luling

LA

70070-4349

Leased

No

Total Renal Care, Inc.

Fremaux

1570 Shortcut Highway

Slidell

LA

70458-8126

Leased

No

Total Renal Care, Inc.

Broadmoor

1815 E. 70th

Shreveport

LA

71105-5301

Leased

No

Total Renal Care, Inc.

Kenner Regional

200 West Esplanade Avenue

Kenner

LA

70065-2473

Leased

No

Total Renal Care, Inc.

Marigny

2345 St. Claude Avenue

New Orleans

LA

70117-8352

Leased

No

Total Renal Care, Inc.

Tri-Parish

2345 St. Claude Avenue

New Orleans

LA

70128-3450

Leased

No

Total Renal Care, Inc.

Galaxy Hospital Services Division Office

2400 Veterans Blvd.

Kenner

LA

70062

Leased

No

Total Renal Care, Inc.

Garden District

2620 Jena Street

New Orleans

LA

70115-6325

Leased

Yes

Total Renal Care, Inc.

Algiers

2924 General DeGaulle Drive

New Orleans

LA

70114-6440

Leased

No

Total Renal Care, Inc.

Youngsville

314 Youngsville Hwy

Lafayette

LA

70508-4524

Leased

No

Total Renal Care, Inc.

Westabank Chronic

3631 Behrman Place

New Orleans

LA

70114-0906

Leased

No

Total Renal Care, Inc.

Crescent City

3909 Bienville Street

New Orleans

LA

70119-5151

Leased

No

Total Renal Care, Inc.

Southern Heat Division Office

401 Whitney Ave

Gretna

LA

70056-2500

Leased

No

Total Renal Care, Inc.

Memorial

4427 S Robertson St

New Orleans

LA

70115-6308

Leased

No

 

Sch 4.8-45

---

Total Renal Care, Inc.

Fleur De Lis

5555 Bullard Road

New Orleans

LA

70128-3450

Leased

No

Total Renal Care, Inc.

Nola

5646 Read Blvd, Suite 150

New Orleans

LA

70127-3106

Leased

No

Total Renal Care, Inc.

Baton Rouge

7703 Picardy Ave.

Baton Rouge

LA

70808-4338

Leased

No

Total Renal Care, Inc.

Red River Dialysis

9205 Linwood Avenue

Shreveport

LA

71106-7006

Leased

No

Total Renal Care, Inc.

Scotlandville

TBD

Baton Rouge

LA

70807-5583

Leased

No

DVA Healthcare of Massachusetts, Inc.

Wellington Circle

10 Cabot Road

Medford

MA

02155-5173

Leased

No

DVA Healthcare of Massachusetts, Inc.

Salem Northeast

10 Colonial Road, Suite 205

Salem

MA

01970-2947

Leased

No

DVA Healthcare of Massachusetts, Inc.

Woburn

23 Warren Ave.

Woburn

MA

01801-7906

Leased

No

DVA Healthcare of Massachusetts, Inc.

New Bedford

237 State Road

Dartmouth

MA

02747-2612

Leased

No

DVA Healthcare of Massachusetts, Inc.

Burlington Regional

31 Mall Road

Burlington

MA

01803-4138

Leased

No

DVA Healthcare of Massachusetts, Inc.

GHc-Brookline

322 Washington Street

Brookline

MA

2146

Owned

No

DVA Healthcare of Massachusetts, Inc.

Weymouth

330 Libbey Industrial Parkway

Weymouth

MA

02189-3122

Leased

No

DVA Healthcare of Massachusetts, Inc.

Boston

660 Harrison Ave

Boston

MA

02118-2304

Leased

No

DVA Healthcare of Massachusetts, Inc.

Northeast Cambridge

799 Concord Avenue

Cambridge

MA

02138-1048

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

North Andover

201 Sutton Street

North Andover

MA

1845

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Amesbury

24 Morrill Place

Amesbury

MA

01913-3530

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Worcester

19 Glennie Street

Worcester

MA

01605-3918

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Fitchburg

551 Electric Avenue

Fitchburg

MA

01420-5371

Leased

Yes

Aberdeen Dialysis, LLC

Forest Landing

2220 Commerce Road

Forest Hill

MD

21050-2560

Leased

No

Aberdeen Dialysis, LLC

Aberdeen

780 W Bel Air Avenue

Aberdeen

MD

21001-2236

Leased

No

Brook Dialysis, LLC

Waldorf

4475 Regency Place

White Plains

MD

20695-3072

Leased

No

Brownwood Dialysis, LLC

Brownwood

5542 Norbeck Road

Rockville

MD

20853-2441

Leased

No

Carroll County Dialysis Facility Limited Partnership

Carroll County

193 Stoner Ave

Westminster

MD

21157-5782

Leased

No

Clark Dialysis, LLC

Annapolis

1127 West Street

Annapolis

MD

21401-3615

Leased

Yes

Cleburne Dialysis, LLC

Coral Hills

4797 Marlboro Pike

Capitol Heights

MD

20743-5213

Leased

No

Creek Dialysis, LLC

Calverton Md

4780 Corridor Pl

Beltsville

MD

20705-1165

Leased

No

DVA Healthcare of Maryland, Inc.

Whitesquare

1 Nashua Court

Baltimore

MD

21221-3131

Leased

No

DVA Healthcare of Maryland, Inc.

Lakeside

10401 Hospital Drive, Suite G02

Clinton

MD

20735-3113

Leased

No

DVA Healthcare of Maryland, Inc.

Falls Road

10753 Falls Road Suite 115

Lutherville

MD

21093-4572

Leased

No

 

Sch 4.8-46

---

DVA Healthcare of Maryland, Inc.

Dundalk

14 Commerce Street

Dundalk

MD

21222-4307

Leased

No

DVA Healthcare of Maryland, Inc.

Frederick

140 Thomas Johnson Drive

Frederick

MD

21702-4475

Leased

No

DVA Healthcare of Maryland, Inc.

Bel Air

2225 Old Emmorton Road

Bel Air

MD

21015-6122

Leased

No

DVA Healthcare of Maryland, Inc.

Jb Zachary

333 Cassell Drive Suite 2300

Baltimore

MD

21224-6815

Leased

No

DVA Healthcare of Maryland, Inc.

Jhhs North Bond Street

412 North Bond Street

Baltimore

MD

21231-1003

Leased

No

DVA Healthcare of Maryland, Inc.

Pasadena

8037 A Governor Ritchie Highway

Pasadena

MD

21122-7608

Leased

No

DVA Healthcare of Maryland, Inc.

Silver Spring

8040 Georgia Ave

Silver Springs

MD

20910-4959

Leased

No

DVA Healthcare of Maryland, Inc.

Pasadena

8894 Fort Smallwood Road

Pasadena

MD

21122-7608

Leased

No

DVA Healthcare of Maryland, Inc.

25th Street

920 East 25th Street

Baltimore

MD

21218-5503

Leased

No

DVA Healthcare of Maryland, Inc.

Baltimore Geriatric & Rehab

Johns Hopkins Bayview Medical Ctr, 5th Floor Pavilion 4940 Eastern Avenue

Baltimore

MD

21224-2735

Leased

No

DVA Healthcare Renal Care, Inc.

Harbor Park

111 Cherry Hill Road

Baltimore

MD

21225-1392

Leased

No

DVA Healthcare Renal Care, Inc.

Landover

1200 Mercantile Lane Suite 105

Largo

MD

20774-5389

Leased

No

DVA Healthcare Renal Care, Inc.

Catonsville

1581 Sulphur Spring Road, Suite 111,112, And 116-118 Bldg A

Baltimore

MD

21227-2599

Leased

No

DVA Healthcare Renal Care, Inc.

Catonsville-Warehouse

1585 Sulphur Spring Road

Baltimore

MD

21227-2599

Leased

No

DVA Healthcare Renal Care, Inc.

Mercy

315 N Calvert St

Baltimore

MD

21202-3611

Leased

No

DVA Healthcare Renal Care, Inc.

Catonsville North

5401 Baltimore National Pike

Catonsville

MD

21229-2102

Leased

No

DVA Healthcare Renal Care, Inc.

Cedar Lane

6334 Cedar Lane

Columbia

MD

21044-3898

Leased

No

DVA Healthcare Renal Care, Inc.

Southern Maryland

9211 Stuart Lane

Clinton

MD

20735-2712

Leased

No

DVA Healthcare Renal Care, Inc.

Howard County

Suite E-100

Columbia

MD

21044-3023

Leased

No

DVA Renal Healthcare, Inc.

Atlantic Stars Division

4041 Powder Mill Road

Calverton

MD

20706-1872

Leased

No

DVA Renal Healthcare, Inc.

Maryland Deal Depot Corporate Office

600 Jefferson Street

Rockville

MD

20705-3106

Leased

No

Hagerstown Dialysis, LLC

Washington County

1136 Opal Court

Hagerstown

MD

21740-5940

Leased

No

Limon Dialysis, LLC

District Heights

5701 Silver Hill Road

District Heights

MD

20747-1102

Leased

No

Lord Baltimore Dialysis, LLC

Woodlawn

2245 Rolling Run Drive

Baltimore

MD

21244-1858

Leased

Yes

Mason-Dixon Dialysis Facilities, Inc.

Baltimore County

3689 Offutt Road

Randallstown

MD

21133-3515

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Baltimore 1b

1664-1670 Sulphur Spring Rd.

Baltimore

MD

21227

Leased

No

 

Sch 4.8-47

---

MGD-Medical Practice (Lifeline)

Lf-Baltimore

2405 York Road

Timonium

MD

21093

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Washington Dc

4155 Bladensburg Rd

Colmar Manor

MD

20722-1928

Leased

No

Parkside Dialysis, LLC

Pikesville

6609 Reisterstown Road

Baltimore

MD

21215-2662

Leased

No

Renal Care of Seat Pleasant, LLC

Seat Pleasant

6274 Central Avenue

Seat Pleasant

MD

20743

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Chestertown

100 Brown St

Chestertown

MD

21620-1435

Leased

Yes

Renal Treatment Centers-Mid-Atlantic, Inc.

Owings Mills

1121 Dolfield Blvd

Ownings Mills

MD

21117-3254

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Kidney Care Of Largo

1300 Mercantile Lane

Largo

MD

20774

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Laurel

14631 Laurel Bowie Road

Laurel

MD

20707

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Rockville

14915 Broschart Road, Suite# 100

Rockville

MD

20850-3367

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Takoma Park

1502 University Boulevard

Langley Park

MD

20783

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Germantown

20111 Century Blvd

Germantown

MD

20874-9165

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Cambridge

300 Byrn Street

Cambridge

MD

21613-1908

Leased

Yes

Renal Treatment Centers-Mid-Atlantic, Inc.

Berlin

314 Franklin Ave., Suite #306

Berlin

MD

21811-1238

Leased

Yes

Renal Treatment Centers-Mid-Atlantic, Inc.

Easton

402 Marvel Court

Easton

MD

21601-3857

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Lanham

4451 Parliament Place

Lanham

MD

20706-1872

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Seton Drive

4800 Seton Drive

Baltimore

MD

21215-3210

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Bowie

4861 Telsa Drive

Bowie

MD

20715-4318

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Easton

500 Cadmus Lane

Easton

MD

21601-3857

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Berlin

9952 North Main Street

Berlin

MD

21811-1238

Leased

Yes

Renal Treatment Centers-Mid-Atlantic, Inc.

Wheaton

Wheaton Park Shopping, 11941 Georgia Ave. Suite # 100

Wheaton

MD

20902

Leased

No

Total Renal Care, Inc.

Midatlantic Operations Umbrella

11165 Crain Highway

Newburg

MD

21015-6129

Leased

No

Total Renal Care, Inc.

Dulaney Towson

113 West Road, Suite #201

Towson

MD

21204-2318

Leased

No

Total Renal Care, Inc.

Middlebrook

12401 Middlebrook Rd

Germantown

MD

20874-1523

Leased

Yes

Total Renal Care, Inc.

Queen Anne County PD-MD

125 Shoreway Drive, Suite 330

Queenstown

MD

21658-1680

Leased

No

Total Renal Care, Inc.

Bay City Lights Divisional Office

2245 Rolling Run Drive

Woodlawn

MD

21244-1858

Leased

No

Total Renal Care, Inc.

Cotoctin Parking Lot

405 W 7th St

Frederick

MD

21701-4505

Leased

Yes

 

Sch 4.8-48

---

Total Renal Care, Inc.

Catoctin

405 West Seventh St

Frederick

MD

21701-4505

Leased

Yes

Total Renal Care, Inc.

Greenspring

4701 Mt Hope Drive

Baltimore

MD

21215-3246

Leased

No

Total Renal Care, Inc.

Harford Road

5800 Harford Road

Baltimore

MD

21214-1847

Leased

No

Total Renal Care, Inc.

Bertha Sirk

5820 York Rd

Baltimore

MD

21212-3620

Leased

No

Total Renal Care, Inc.

Deer Creek Pd

602 S. Atwood Rd

Bel Air

MD

21014-4198

Leased

No

Total Renal Care, Inc.

Downtown

821 N. Eutaw Street, Suite #401

Baltimore

MD

21201-6304

Leased

Yes

TRC-Georgetown Regional Dialysis, LLC.

Rivertowne

6192 Oxon Hill Rd.

Oxon Hill

MD

20745-3114

Leased

No

Victory Dialysis, LLC

Glen Burnie

6934 Aviation Boulevard

Glen Burnie

MD

21061-2593

Leased

No

Whitney Dialysis, LLC

Oxon Hill

5432 St Barnabas Road

Oxon Hill

MD

20745-3622

Leased

No

Total Renal Care, Inc.

Ellsworth

11 Short Street

Ellsworth

ME

04605-1718

Leased

Yes

Total Renal Care, Inc.

Lincoln

250 Enfield Rd

Lincoln

ME

04457-0367

Leased

Yes

Total Renal Care, Inc.

Bangor

925 Union Street

Bangor

ME

04401-3051

Leased

No

Acton Dialysis, LLC

Bad Axe

897 North Van Dyke Road, Spaces A, B, C, & D

Bad Axe

MI

48413-7912

Leased

No

Beachside Dialysis, LLC

Harper Woods

19265 Vernier Rd

Harper Woods

MI

48225-1010

Leased

No

Blanco Dialysis, LLC

Muskegon

2480 E. Apple Ave

Muskegon

MI

49442-4471

Leased

No

Bowan Dialysis, LLC

Beltline Home

330 East Beltline Ave NE

Grand Rapids

MI

49506-1267

Leased

No

Clinton Township Dialysis, LLC

Clinton Township

15918 Nineteen Mile Road

Clinton Township

MI

48038-1101

Leased

No

Commerce Township Dialysis Center, LLC

Commerce Township

120-150 Commerce Road

Commerce Township

MI

48382-3915

Leased

No

DaVita Healthcare Partners Inc.

Payor Contracting

27780 Novi Rd

Novi

MI

90245-4814

Leased

No

Downriver Centers, Inc.

Down River

5600 Allen Park

Allen Park

MI

48101-2604

Leased

No

DVA Healthcare Renal Care, Inc.

Dearborn

1185 Monroe

Dearborn

MI

48124-2814

Leased

No

DVA Healthcare Renal Care, Inc.

Southgate

14752 Northline Road

Southgate

MI

48195-2467

Leased

No

DVA Healthcare Renal Care, Inc.

Schaeffer Drive

18100 Schafer Hwy

Detroit

MI

48235-2600

Leased

No

DVA Healthcare Renal Care, Inc.

Greenview

18544 Eight Mile Road

Southfield

MI

48075-4194

Leased

No

DVA Healthcare Renal Care, Inc.

Dearborn At Home

22030 Park St

Dearborn

MI

48124-2854

Leased

No

DVA Healthcare Renal Care, Inc.

Redford

22711 Grand River Avenue

Detroit

MI

48219-3113

Leased

No

DVA Healthcare Renal Care, Inc.

Kresge

4145 Cass Avenue

Detroit

MI

48201-1707

Leased

No

 

Sch 4.8-49

---

DVA Healthcare Renal Care, Inc.

Motor City Home Training

4727 Saint Antoine

Detroit

MI

48201-1461

Leased

No

DVA Healthcare Renal Care, Inc.

Westland

5715 Venoy

Westland

MI

48185-2830

Leased

Yes

DVA Renal Healthcare, Inc.

Muskegon

1250 Mercy Drive

Muskegon

MI

49444-1830

Leased

No

DVA Renal Healthcare, Inc.

Newaygo County

1317 West Main St

Fremont

MI

49412-1478

Leased

No

DVA Renal Healthcare, Inc.

Romulus

31470 Ecorse Rd

Romulus

MI

48174-1963

Leased

No

DVA Renal Healthcare, Inc.

Supernova Region 02 Office

575 East Big Beaver Road, Suite 185

Troy

MI

48083-1366

Leased

No

DVA Renal Healthcare, Inc.

Ludington

7 Atkinson Drive

Ludington

MI

49431-1953

Leased

Yes

Everglades Dialysis, LLC

Grayling Home

125 E. Michigan Avenue

Grayling

MI

49738-1740

Leased

Yes

Forester Dialysis, LLC

Burton

4015 Davison Rd

Burton

MI

48509-1401

Leased

No

Fremont Dialysis, LLC

Bloomfield Hills

42886 Woodward Ave

Bloomfield Hills

MI

48304-5033

Leased

No

GiveLife Dialysis, LLC

Grosse Pointe

18000 E Warren Ave

Detroit

MI

48224-1336

Leased

No

Gordina Dialysis, LLC

Starrwood (In-Center Hemo Only)

3425 Starr Road

Royal Oak

MI

48073

Leased

No

Gulch Dialysis, LLC

Riverbend Commons

407 South Telegraph Road

Monroe

MI

48161-1611

Leased

No

Heideck Dialysis, LLC

Roscommon MI

TBD

Roscommon

MI

48653

Leased

No

Ionia Dialysis, LLC

Ionia

South State Road (M-66)

Ionia Township

MI

48846-8757

Leased

Yes

Kidney Centers of Michigan, L.L.C.

Oak Park

13481 Ten Mile Road

Oak Park

MI

48237-4633

Leased

No

Kidney Centers of Michigan, L.L.C.

Southfield

21900 Melrose Avenue

Southfield

MI

48075-7967

Leased

No

Kidney Centers of Michigan, L.L.C.

Jackson

232 West Louis Glick Highway

Jackson

MI

49201-1326

Leased

No

Kidney Centers of Michigan, L.L.C.

Cornerstone

23675 Greenfield Road

Southfield

MI

48075-3122

Leased

No

Kidney Centers of Michigan, L.L.C.

Detroit

2674 E Jefferson Ave

Detroit

MI

48207-4129

Leased

No

Kidney Centers of Michigan, L.L.C.

Ypsilanti

2766 Washtenaw Rd

Ypsilanti

MI

48197-1506

Leased

No

Kidney Centers of Michigan, L.L.C.

Macomb

28295 Schoenherr

Warren

MI

48088-4300

Leased

No

Kidney Centers of Michigan, L.L.C.

Grand Blanc

3625 Genesys Parkway

Grand Blanc

MI

48439-8070

Leased

No

Kidney Centers of Michigan, L.L.C.

North Oakland

450 N Telegraph Rd, Suite 600

Pontiac

MI

48341-1037

Leased

No

Kidney Centers of Michigan, L.L.C.

Novi

47250 W 10 Mile Rd

Novi

MI

48374-2932

Leased

No

Kidney Centers of Michigan, L.L.C.

Clarkston

6770 Dixie Hwy, Suite #205

Clarkston

MI

48346-2089

Leased

No

Kidney Centers of Michigan, L.L.C.

New Center

7700 Second Ave

Detroit

MI

48202-2411

Leased

No

Kidney Centers of Michigan, L.L.C.

North Oakland

7960 W Grand River Avenue, Suite 174

Brighton

MI

48341-1037

Leased

No

 

Sch 4.8-50

---

Kidney Centers of Michigan, L.L.C.

Brighton

7960 West Grand River

Brighton

MI

48114-7336

Leased

No

Kidney Centers of Michigan, L.L.C.

Grand Blanc

One Genesys Parkway

Grand Blanc

MI

48439-8070

Leased

No

Lassen Dialysis, LLC

Riverview

18236 Fort St

Riverview

MI

48193-7439

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Detroit III

16507 Southfield Road

Allen Park

MI

48101-2503

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Rochester Hills

1886 W. Auburn Road

Rochester Hills

MI

48309-3858

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Detroit II

22201 Moross

Detroit

MI

48236-2114

Leased

No

MGD-Medical Practice (Lifeline)

Lifeline Detroit

26225 Greenfield Road

Southfield

MI

48076

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Ypsilanti

2892 Washtenaw Ave

Ypsilanti

MI

48197-1507

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Detroit 4

7633 E Jefferson Ave

Detroit

MI

48214-2513

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Grand Rapids East

1230 Elkhart Street Southeast

Grand Rapids

MI

49503-1372

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Grand Haven

16964 Robbins Road

Grand Haven

MI

49417-2796

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Cadieux

6150 Cadieux

Detroit

MI

48224-2006

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Highland Park

64 Victor

Highland Park

MI

48203-3128

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Grand Rapids

801 And 817 Cherry Street Se

Grand Rapids

MI

49506-1440

Leased

No

Portola Dialysis, LLC

Town Center

323 North Michigan Ave

Saginaw

MI

48602-4240

Leased

No

Renal Treatment Centers-Illinois, Inc.

Davison

1011 So. State Rd.

Davison

MI

48423-1903

Leased

No

Renal Treatment Centers-Illinois, Inc.

East Dearborn

13200 West Warren Avenue

Dearborn

MI

48126-2410

Leased

No

Renal Treatment Centers-Illinois, Inc.

Chelsea

1620 Commerce Park Drive

Chelsea

MI

48118-2136

Leased

No

Renal Treatment Centers-Illinois, Inc.

Battle Creek

220 Goodale Avenue East

Battle Creek

MI

49037-2728

Leased

No

Renal Treatment Centers-Illinois, Inc.

West Flint

2262 S. Ballenger

Flint

MI

48503-3447

Leased

No

Renal Treatment Centers-Illinois, Inc.

Saginaw

311 Hoyt Avenue

Saginaw

MI

48607-1105

Leased

No

Renal Treatment Centers-Illinois, Inc.

Flushing

3469 Pierson Place

Flushing

MI

48433-2413

Leased

No

Renal Treatment Centers-Illinois, Inc.

Canton

3658 Ford Road

Westland

MI

48185-3769

Leased

No

Renal Treatment Centers-Illinois, Inc.

Hallwood

4929 Clio Rd

Flint

MI

48504-1886

Leased

No

Renal Treatment Centers-Illinois, Inc.

Park Plaza

G-1075 N. Ballenger Hwy

Flint

MI

48504-4431

Leased

No

Renal Treatment Centers-Illinois, Inc.

Flint

Two Hurley Plaza

Flint

MI

48503-5904

Leased

No

Rochester Dialysis Center, LLC

Rochester Hills

1886 W. Auburn Road

Rochester Hills

MI

48309-3865

Leased

No

Tel-Huron Dialysis, LLC

Tel Huron Mi

225 Summit Drive

Waterford

MI

48328-3364

Leased

No

Total Renal Care, Inc.

Greenville Dialysis

101 S Greenville West Drive

Greenville

MI

48838-1598

Leased

No

 

Sch 4.8-51

---

Total Renal Care, Inc.

Kalamazoo West

1040 North 10th Street

Kalamazoo

MI

49009-6149

Leased

No

Total Renal Care, Inc.

Lansing At Home

1675 Watertower Place

East Lansing

MI

48823-6397

Leased

No

Total Renal Care, Inc.

Alma

1730-1750 Wright Avenue

Alma

MI

48801-1024

Leased

No

Total Renal Care, Inc.

Fenton

17420 Silver Parkway

Fenton

MI

48430-4429

Leased

No

Total Renal Care, Inc.

Rogers City

194 East Erie St

Rogers City

MI

49779-1612

Leased

No

Total Renal Care, Inc.

State Fair

19800 Woodward Avenue

Detroit

MI

48203-5102

Leased

No

Total Renal Care, Inc.

Gaylord

1989 Walden Drive

Gaylord

MI

49735-8241

Leased

No

Total Renal Care, Inc.

Walker

2680 Walker Ave Nw, Suite A

Walker

MI

49544-1385

Leased

No

Total Renal Care, Inc.

Alpena

301 Oxbow Drive

Alpena

MI

49707-1447

Leased

No

Total Renal Care, Inc.

Ann Arbor

3147 Oak Valley Drive

Ann Arbor

MI

48103-9248

Leased

No

Total Renal Care, Inc.

Bay City

3170 S Professional Drive

Bay City

MI

48706-2839

Leased

No

Total Renal Care, Inc.

Alma

330 E Warwick Dr

Alma

MI

48801-1024

Leased

No

Total Renal Care, Inc.

Starrwood Home Training (PD-HHD)

3425 Starr Road

Royal Oak

MI

48067

Leased

No

Total Renal Care, Inc.

Mt Pleasant

404 S Crapo Street

Mt Pleasant

MI

48858-2944

Leased

No

Total Renal Care, Inc.

Lansing

4530 S. Hagadorn Road

Okemos

MI

48906

Leased

No

Total Renal Care, Inc.

Midland

4901 Midland Center

Jefferson

MI

48640-2905

Leased

No

Total Renal Care, Inc.

Central Kalamazoo

535 South Burdick Street

Kalamazoo

MI

49007-5261

Leased

No

Total Renal Care, Inc.

West Branch

599 Court Street

West Branch

MI

48661-9310

Leased

No

Total Renal Care, Inc.

West Bloomfield

6010 W Maple Rd

West Bloomfield

MI

48322-4406

Leased

No

Total Renal Care, Inc.

North Flint

6141 N. Saginaw St

Mt. Morris

MI

48458-2403

Leased

No

Total Renal Care, Inc.

Gladwin

673 Quarter Street

Gladwin

MI

48624-1954

Leased

No

Total Renal Care, Inc.

Cass City

6757 Main Street

Cass City

MI

48726-1556

Leased

No

Total Renal Care, Inc.

Region

7960 West Grand River

Brighton

MI

49506-1267

Leased

No

Total Renal Care, Inc.

Grand Blanc Home Training

8195 S. Saginaw Street

Grand Blanc

MI

48439

Leased

No

Total Renal Care, Inc.

Norton Shores

955 Seminole Road

Muskegon

MI

49441-4341

Leased

No

Tree City Dialysis, LLC

Riverwood

24467 W 10 Mile Rd

Southfield

MI

48033-2931

Leased

No

Atlantic Dialysis, LLC

Alpha

2004 Jefferson Road

Northfield

MN

55057-3253

Leased

No

Fanthorp Dialysis, LLC

Mankato

1400 Madison Avenue

Mankato

MN

56001-5476

Leased

No

 

Sch 4.8-52

---

Hardy Dialysis, LLC

Glencoe

1123 Hennepin Avenue N

Glencoe

MN

55336

Leased

No

Lincolnton Dialysis, LLC

Central Avenue

10994 Baltimore Street NE

Blaine

MN

55449-4601

Leased

No

Maple Grove Dialysis, LLC

Maple Grove

15655 Grove Circle N

Maple Grove

MN

55369-4489

Leased

No

Neff Dialysis, LLC

Moorhead

1710 Center Ave W

Dilworth

MN

56529-1309

Leased

No

Nisene Dialysis, LLC

Park Rapids

110 7th St. W.

Park Rapids

MN

56470-1872

Leased

No

Pearl Dialysis, LLC

Apple Valley

14050 Pilot Knob Road

Apple Valley

MN

55124-6647

Leased

No

Renal Life Link, Inc

Golden Valley

5600 International Parkway

New Hope

MN

55428-3047

Leased

No

Renal Treatment Centers-Illinois, Inc.

Minneapolis

1049 10th Ave. Se

Minneapolis

MN

55414-1312

Leased

No

Renal Treatment Centers-Illinois, Inc.

Eden Prairie

14852 Scenic Heights Road

Eden Prairie

MN

55344-2320

Leased

No

Renal Treatment Centers-Illinois, Inc.

Eagan

2750 Blue Water Road

Eagan

MN

55121-1400

Leased

No

Renal Treatment Centers-Illinois, Inc.

St Louis Park

3501 St Louisiana Avenue South

St Louis Park

MN

55426-4121

Leased

No

Renal Treatment Centers-Illinois, Inc.

Richfield

6601 Lyndale Avenue South

Richfield

MN

55423-2490

Leased

No

Rio Dialysis, LLC

Robbinsdale

3501 West Broadway

Robbinsdale

MN

55422-2955

Leased

No

Total Renal Care, Inc.

Redwood Falls

100 Fallwood Road

Redwood Falls

MN

56283-1828

Leased

No

Total Renal Care, Inc.

University

1045 Westgate Drive

Saint Paul

MN

55114-1079

Leased

No

Total Renal Care, Inc.

Team Fusion Group Office

11010 Prairie Lakes Dr

Eden Prairie

MN

55344

Leased

No

Total Renal Care, Inc.

Pine City

129 East 6th Ave

Pine City

MN

55063-1913

Leased

No

Total Renal Care, Inc.

Governor Home Training (PD/HHD) MN

1420 College Drive East, Suite 900

Marshall

MN

56258

Leased

No

Total Renal Care, Inc.

West St. Paul

1555 Livingston Ave

West St. Paul

MN

55118-3411

Leased

No

Total Renal Care, Inc.

Highland Park

1559 West 7th Street

Minneapolis

MN

55102-4243

Leased

No

Total Renal Care, Inc.

Sun Ray

1758 Old Hudson Rd

St. Paul

MN

55106-6118

Leased

No

Total Renal Care, Inc.

Minnetonka

17809 Hutchins Drive

Minnetonka

MN

55345-4100

Leased

No

Total Renal Care, Inc.

Historical Hastings

1828 Market Blvd.

Hastings

MN

55033-3494

Leased

No

Total Renal Care, Inc.

Woodbury

1850 3 Weir Drive

Woodbury

MN

55125-2260

Leased

No

Total Renal Care, Inc.

Lakeview Suite 500

1970 Northwestern Avenue

Stillwater

MN

55082-6567

Leased

No

Total Renal Care, Inc.

Faribault

201 South Lyndale Ave

Faribault

MN

55021-5758

Leased

Yes

Total Renal Care, Inc.

Maplewood

2785 White Bear Ave

Maplewood

MN

55109-1320

Leased

No

Total Renal Care, Inc.

Marshall

300 So. Bruce St.

Marshall

MN

56258-1934

Leased

No

 

Sch 4.8-53

---

Total Renal Care, Inc.

Red Wing

3028 North Service Drive

Red Wing

MN

55066-1921

Leased

No

Total Renal Care, Inc.

Uptown Minneapolis

3601 Lyndale Avenue South

Minneapolis

MN

55409-1103

Leased

No

Total Renal Care, Inc.

Arden Hills

3900 Northwoods Drive

Arden Hills

MN

55112-6911

Leased

No

Total Renal Care, Inc.

Coon Rapids

3960 Coon Rapids Blvd

Coon Rapids

MN

55433-2598

Leased

No

Total Renal Care, Inc.

Burnsville

501 East Nicollet Blvd

Burnsville

MN

55337-6784

Leased

No

Total Renal Care, Inc.

Fridley

5301 E River Rd Ne

Fridley

MN

55421-3778

Leased

No

Total Renal Care, Inc.

St Paul

555 Park St

St Paul

MN

55103-2192

Leased

No

Total Renal Care, Inc.

Wyoming

5657 257th Street

Wyoming

MN

55092-8072

Leased

No

Total Renal Care, Inc.

Cass Lake

606 Grant Utley Ave

Cass Lake

MN

56633-0757

Leased

No

Total Renal Care, Inc.

Edina

6550 York Ave South Suite 100

Edina

MN

55435-2332

Leased

No

Total Renal Care, Inc.

Scott County

7450 South Park Drive

Savage

MN

55378-3635

Leased

No

Total Renal Care, Inc.

Excelsior

7525 Wayzata Blvd

St. Louis Park

MN

55426-1621

Leased

No

Total Renal Care, Inc.

Montevideo

824 N. 11th St

Montevideo

MN

56265-1629

Leased

No

Total Renal Care, Inc.

Hl Division

825 South 8th Street

Minneapolis

MN

55404-1208

Leased

No

Total Renal Care, Inc.

Cottage Grove

8800 East Point Douglas Road

Cottage Grove

MN

55016-4160

Leased

No

Total Renal Care, Inc.

Pipestone

911 5th Ave. S.W

Pipestone

MN

56164-1890

Leased

No

Total Renal Care, Inc.

Bloomington

Lyndale Ave South

Bloomington

MN

55420-2237

Leased

No

Total Renal Research, Inc

Total Renal Research

825 South 8th St

Minneapolis

MN

55404-1212

Leased

No

Catello Dialysis, LLC

Trenton

1705 E 9th St

Trenton

MO

64683-2641

Leased

No

Colleton Dialysis, LLC

Kansas Avenue

604 Kansas Ave

Clinton

MO

64735-3069

Leased

No

DVA Healthcare Renal Care, Inc.

Lake St. Louis

200 Brevco Plaza

Late St. Louis

MO

63367-2950

Leased

No

DVA Healthcare Renal Care, Inc.

St. Charles

2103 Bluestone Drive

St. Charles

MO

63303-6704

Leased

No

DVA Healthcare Renal Care, Inc.

Liberty

2525 Glen Hendren Drive

Liberty

MO

64068-9625

Leased

No

DVA Healthcare Renal Care, Inc.

Northland

2750 Clay Edwards Drive

North Kansas City

MO

64116-3257

Leased

No

DVA Healthcare Renal Care, Inc.

St. Peters

300 First Executive Avenue

St. Peters

MO

63376-1655

Leased

No

DVA Renal Healthcare, Inc.

Cameron

1003 W. Fourth Street

Cameron

MO

64429-1466

Leased

No

DVA Renal Healthcare, Inc.

Florissant Dialysis

10887 W Florissant Ave

Ferguson

MO

63136-2405

Leased

No

DVA Renal Healthcare, Inc.

Washington Square

1110 Washington Square

Washington

MO

63090-5336

Leased

Yes

DVA Renal Healthcare, Inc.

Rolla

1503 E 10th St

Rolla

MO

65401-3696

Leased

No

 

Sch 4.8-54

---

DVA Renal Healthcare, Inc.

Hospital Hill

2250 Holmes St

Kansas City

MO

64108-2639

Leased

No

DVA Renal Healthcare, Inc.

Riverside Reprocessing

408 Nw Business Park Lane

Riverside

MO

64150-9572

Leased

No

DVA Renal Healthcare, Inc.

St. Joseph

5514 Corporate Drive, Suite 100

St. Joseph

MO

64507-7754

Leased

No

DVA Renal Healthcare, Inc.

Chillicothe

588 East Business Route 36

Chillicothe

MO

64601-3721

Leased

No

DVA Renal Healthcare, Inc.

Hazelwood

637 Dunn Road Ste 199

Hazelwood

MO

63042-1757

Leased

No

DVA Renal Healthcare, Inc.

Shrewsbury

7303 Watson Road

Shrewsbury

MO

63119-4405

Leased

No

DVA Renal Healthcare, Inc.

Platte Woods

7667 Northwest Prairie View Road

Kansas City

MO

64151-1544

Leased

No

DVA Renal Healthcare, Inc.

St Louis West At Home

9632 Olive Boulevard

Olivette

MO

63132-3002

Leased

No

DVA/Washington University Healthcare of Greater St. Louis, LLC

St Louis

324 Debaliviere Ave

St. Louis

MO

63112-1804

Leased

No

DVA/Washington University Healthcare of Greater St. Louis, LLC

St Louis West

400 N Lindbergh Blvd

St Louis

MO

63141-7814

Leased

No

ISD Kansas City, LLC fka DSI Kansas City, LLC

Westport

3947 Broadway Street

Kansas City

MO

64111-2516

Leased

No

ISD Lees Summit, LLC fka DSI Lees Summit, LLC

Lees Summit

100 Ne Missouri Road

Lee’S Summit

MO

64086-4702

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Harrisonville

308 Galaxie Avenue

Harrisonville

MO

64701-2084

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Marshall

359 W Morgan

Marshall

MO

65340-1929

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Kansas City

4333 Madison Avenue

Kansas City

MO

64111-3429

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Butler

601 W Nursery

Butler

MO

64730-1872

Leased

No

Leasburg Dialysis, LLC

Town And Country West

12855 North Forty Drive

St Louis

MO

63141-8657

Leased

No

Leasburg Dialysis, LLC

Town And Country West At Home

12855 North Forty Drive

St Louis

MO

63141-8657

Leased

No

Lone Dialysis, LLC

Swope Dialysis

4407 E 50th Terr

Kansas City

MO

64130-2855

Leased

No

Loup Dialysis, LLC

Bowles Avenue

1011 Bowles Ave

St Louis

MO

63026-2387

Leased

No

Pacheco Dialysis, LLC

Springfield

1007 E Kearney St

Springfield

MO

65803-3433

Leased

No

Palmetto Dialysis, LLC

Arnold

100 Richardson Crossing

Arnold

MO

63010-6023

Leased

No

Rainer Dialysis, LLC

South City

3740 South Jefferson Ave

St. Louis

MO

63118-3905

Leased

No

Renal Treatment Centers-Illinois, Inc.

Hope Again

1207 State Route W

Kennett

MO

63857-3823

Leased

No

Renal Treatment Centers-Illinois, Inc.

Lamplighter Plaza

12354 Lightlighter Square

St Louis

MO

63128-2746

Leased

No

 

Sch 4.8-55

---

Renal Treatment Centers-Illinois, Inc.

Hampton

1425 Hampton Avenue

St Louis

MO

63139-3115

Leased

No

Renal Treatment Centers-Illinois, Inc.

Columbia

1701 East Broadway

Columbia

MO

65201-8029

Leased

No

Renal Treatment Centers-Illinois, Inc.

Bluff City II

2400 Lucy Lee Parkway, Suite E&D

Poplar Bluff

MO

63901-2429

Leased

No

Renal Treatment Centers-Illinois, Inc.

St Louis

2610 Clark Ave.

St Louis

MO

63103-2502

Leased

Yes

Renal Treatment Centers-Illinois, Inc.

Crestwood

9560 Watson Rd

Crestwood

MO

63126-1541

Leased

No

Renal Treatment Centers-Illinois, Inc.

Crystal City

960 S. Truman Boulevard

Crystal City

MO

63019-1329

Leased

No

Total Renal Care, Inc.

Washington Home Training

1038-1040 Washington Square

Washington

MO

63090-5302

Leased

No

Total Renal Care, Inc.

Villa Of Wentzville

1126 W Pearce Blvd

Wentzville

MO

63385-1053

Leased

No

Total Renal Care, Inc.

Timberlake

12110 Holmes Rd

Kansas City

MO

64145-1707

Leased

No

Total Renal Care, Inc.

North St.Louis

13119 New Halls Ferry Rd

Florissant

MO

63033-3228

Leased

No

Total Renal Care, Inc.

Sikeston

135 Plaza Drive

Sikestown

MO

63801-5148

Leased

No

Total Renal Care, Inc.

Grandview

13812 South 71 Highway

Grandview

MO

64030-3685

Leased

No

Total Renal Care, Inc.

Excelsior Springs

1745 W. Jesse James Road

Excelsior Springs

MO

64024-1801

Leased

No

Total Renal Care, Inc.

Eastland

19101 E Valley View Parkway, Ste E

Independence

MO

64055-6907

Leased

No

Total Renal Care, Inc.

Dexter

2010 North Outer Road

Dexter

MO

63841-8001

Leased

No

Total Renal Care, Inc.

Lake St. Louis

202 Brevco Plaza

Lake St. Louis

MO

63367-2950

Leased

No

Total Renal Care, Inc.

Great Falls

2800 11th Avenue South

Great Falls

MO

59405-5263

Leased

No

Total Renal Care, Inc.

Discovery Division

300 First Executive Ave

St Peters

MO

63376-1655

Leased

No

Total Renal Care, Inc.

Hannibal

3140 Palmyra Road

Hannibal

MO

63401-2204

Leased

No

Total Renal Care, Inc.

Columbia Home Training

3320 Bluff Creek Drive

Columbia

MO

65201-3501

Leased

No

Total Renal Care, Inc.

South County

4145 Union Road

St. Louis

MO

63129-1064

Leased

No

Total Renal Care, Inc.

Eureka

419 Meramec Boulevard

Eureka

MO

63025-3906

Leased

No

Total Renal Care, Inc.

Maple Valley Plaza

649 Maple Valley Drive

Farmington

MO

63640-1993

Leased

No

Total Renal Care, Inc.

Villa At St. John

9030 Saint Charles Rock Rd

St. Louis

MO

63114-4246

Leased

No

Total Renal Care, Inc.

Villa Of Waterbury

929-931 Waterbury Falls Dr

O’Fallon

MO

63368-2202

Leased

No

Tugman Dialysis, LLC

Chambers Dialysis

10241 Lewis And Clark Blvd

Saint Louis

MO

63136-5505

Leased

No

DVA Healthcare Renal Care, Inc.

Ocean Springs

13150 Ponce De Leon

Ocean Springs

MS

39564-2460

Leased

No

 

Sch 4.8-56

---

DVA Healthcare Renal Care, Inc.

Singing River

4907 Telephone Road

Pascagoula

MS

39567-1823

Leased

No

DVA Healthcare Renal Care, Inc.

Lucedale

652 Manilla Street

Lucedale

MS

39452-5962

Leased

No

ISD Brandon, LLC fka DSI Brandon, LLC

Brandon

101 Christian Drive

Brandon

MS

39042-2678

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Jackson Southwest

1828 Raymond Road

Jackson

MS

39204-4126

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Hazlehurst

201 N Haley Street

Hazlehurst

MS

39083-3111

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Lexington

22579 Depot Street

Lexington

MS

39095-7339

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Carthage

312 Ellis Street

Carthage

MS

39051-3809

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Jackson North

571 Beasley Road

Jackson

MS

39206-3042

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Canton

620 E Peace Street

Canton

MS

39046-4729

Leased

No

ISD Renal, Inc. fka DSI Renal, Inc.

Jackson South Dialysis (P182)

1015 I-20 Frontage Road

Jackson

MS

39204

Owned

No

Total Renal Care, Inc.

Great Falls Dialysis

2800 11th Avenue South, Suite 22

Great Falls

MT

59405-5263

Leased

No

Central Carolina Dialysis Centers, LLC

Copperfield

1030 Brinehaven Dr

Concord

NC

28025-2438

Leased

No

Central Carolina Dialysis Centers, LLC

Rowan County-Kannapolis

1607 North Main Street

Kannapolis

NC

28081-2317

Leased

No

DVA Healthcare Renal Care, Inc.

Mint Hill

11308 Hawthorn Drive

Mint Hill

NC

28227-9300

Leased

No

DVA Healthcare Renal Care, Inc.

Ahoskie

129 Hertford County High Road

Ahoskie

NC

27910-8131

Leased

No

DVA Healthcare Renal Care, Inc.

Elizabeth City

1840 West City Drive

Elizabeth City

NC

27909-9632

Leased

No

DVA Healthcare Renal Care, Inc.

Charlotte

2321 W Morehead St

Charlotte

NC

28208-5145

Leased

No

DVA Healthcare Renal Care, Inc.

Charlotte East

5627 Albemarle Road

Charlotte

NC

28212-3611

Leased

No

DVA Healthcare Renal Care, Inc.

Union County

615 Comfort Ln

Monroe

NC

28112-5599

Leased

No

DVA Healthcare Renal Care, Inc.

South Charlotte

6450 Bannington Rd

Charlotte

NC

28226-1327

Leased

No

DVA Healthcare Renal Care, Inc.

North Charlotte

6620 Old Statesville Road

Charlotte

NC

28269

Leased

No

DVA Healthcare Renal Care, Inc.

Edenton

703 Luke Street

Edenton

NC

27932-9694

Leased

No

DVA Healthcare Renal Care, Inc.

Marshville1

7260 East Marshville Blvd

Marshville

NC

28103-1191

Leased

No

DVA Renal Healthcare, Inc.

Roxboro

1005 Ridge Road

Roxboro

NC

27573-4513

Leased

No

DVA Renal Healthcare, Inc.

GHc-Mt Olive

105 Michael Martin Road

Mt. Olive

NC

28365

Owned

No

DVA Renal Healthcare, Inc.

Wilson

1605 Medical Park Drive

Wilson

NC

27893-8611

Leased

No

DVA Renal Healthcare, Inc.

GHc-Goldsboro South

1704 Wayne Memorial Drive

Goldsboro

NC

27534-2240

Owned

No

DVA Renal Healthcare, Inc.

Durham

200 Hood Street

Durham

NC

27701-3715

Leased

No

 

Sch 4.8-57

---

DVA Renal Healthcare, Inc.

Goldsboro

2609 Hospital Road

Goldsboro

NC

27534-9424

Leased

No

DVA Renal Healthcare, Inc.

Forest Hills

2693 Forest Hills Road

Wilson

NC

27893-8611

Leased

No

DVA Renal Healthcare, Inc.

Wilson

2833 Wooten Boulevard

Wilson

NC

27893

Leased

No

DVA Renal Healthcare, Inc.

Durham South

415 W. Hwy 54

Durham

NC

27713-7516

Leased

No

DVA Renal Healthcare, Inc.

West Durham

4307 Western Park Pl

Durham

NC

27705-1204

Leased

No

DVA Renal Healthcare, Inc.

Durham West

4307 Western Park Place

Durham

NC

27705-1204

Leased

No

DVA Renal Healthcare, Inc.

Vance County

854 Beckford Dr

Henderson

NC

27536-3487

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Burlington

873 Heather Road

Burlington

NC

27215-6288

Leased

No

Total Renal Care Of North Carolina, LLC

Biltmore Home

10 McDowell Street

Asheville

NC

28801-4104

Leased

No

Total Renal Care Of North Carolina, LLC

Martin County

100 Medical Drive

Williamston

NC

27892-2156

Leased

No

Total Renal Care Of North Carolina, LLC

Mcdowell County

100 Spaulding Drive

Marion

NC

28752-5116

Leased

Yes

Total Renal Care Of North Carolina, LLC

Elizabethtown

101 Dialysis Center Drive

Elizabethtown

NC

28337-9048

Leased

No

Total Renal Care Of North Carolina, LLC

Transylvania

102 College Station Drive

Brevard

NC

28712-3355

Leased

No

Total Renal Care Of North Carolina, LLC

Green County

1025 Kingold Boulevard

Snow Hill

NC

28580-1616

Leased

No

Total Renal Care Of North Carolina, LLC

Waynesville

11 Park Terrace Drive

Clyde

NC

28721-7445

Leased

Yes

Total Renal Care Of North Carolina, LLC

Wake Forest

11001 Ingleside Place

Raleigh

NC

27614-8577

Leased

Yes

Total Renal Care Of North Carolina, LLC

Lumbee River

11016 Red Springs Road

Red Springs

NC

28377-8060

Leased

No

Total Renal Care Of North Carolina, LLC

Rowan County

111 Dorsett Drive

Salisbury

NC

28144-2278

Leased

No

Total Renal Care Of North Carolina, LLC

Reidsville

1307 Freeway Drive

Reidsville

NC

27320-7104

Leased

Yes

Total Renal Care Of North Carolina, LLC

Jacksonville

14 Office Park Drive

Jacksonville

NC

28546-7325

Leased

No

Total Renal Care Of North Carolina, LLC

Southport

1513 Howe St. Suite 15

Southport

NC

28461-2770

Leased

No

Total Renal Care Of North Carolina, LLC

Moore County

16 Regional Drive

Pinehurst

NC

28374-8850

Leased

No

Total Renal Care Of North Carolina, LLC

Asheville

1600 Centerpark Drive

Asheville

NC

28805-6206

Leased

Yes

Total Renal Care Of North Carolina, LLC

Smoky Mountain

1611 Andrews Rd.

Murphy

NC

28906-5100

Leased

Yes

Total Renal Care Of North Carolina, LLC

Carthage

165 Savannah Gardens Dr

Carthage

NC

28327

Leased

No

Total Renal Care Of North Carolina, LLC

Franklin County

1706 North Carolina Hwy 39 N

Louisburg

NC

27549-8329

Leased

No

Total Renal Care Of North Carolina, LLC

Southern Pines

209 Windstar Place

Southern Pines

NC

28387-7086

Leased

No

Total Renal Care Of North Carolina, LLC

Chadbourn

210 East Strawberry Blvd

Chadbourn

NC

28431-1418

Leased

No

Total Renal Care Of North Carolina, LLC

Wilmington

2215 Yaupon Drive

Wilmington

NC

28401-7334

Leased

No

Total Renal Care Of North Carolina, LLC

Rutherford County

226 Commercial Drive

Forest City

NC

28043-2851

Leased

No

 

Sch 4.8-58

---

Total Renal Care Of North Carolina, LLC

Rockingham County

251 West Kings Highway

Eden

NC

27288-5009

Leased

No

Total Renal Care Of North Carolina, LLC

Cape Fear

3005 Enterprise Dr

Wilmington

NC

28405-2181

Leased

No

Total Renal Care Of North Carolina, LLC

Kenansville

305 Beasley Street

Kenansville

NC

28349-8798

Leased

No

Total Renal Care Of North Carolina, LLC

Edgecomb County

3206 Western Blvd

Tarboro

NC

27886-1828

Leased

No

Total Renal Care Of North Carolina, LLC

Montgomery County

323 W. Main Street

Biscoe

NC

27209-9528

Leased

No

Total Renal Care Of North Carolina, LLC

Weaverville

329 Merrimon Ave.

Weaverville

NC

28787-9253

Leased

Yes

Total Renal Care Of North Carolina, LLC

Harrisburg

3310 Perry St.

Concord

NC

28027-3901

Leased

No

Total Renal Care Of North Carolina, LLC

Hoke

403 South Main Street

Raeford

NC

28376-3222

Leased

No

Total Renal Care Of North Carolina, LLC

Shallote

4740 Shallotte Avenue

Shallotte

NC

28470-6596

Leased

No

Total Renal Care Of North Carolina, LLC

Hendersonville

500 Beverly Hanks Ctr

Hendersonville

NC

28792

Leased

No

Total Renal Care Of North Carolina, LLC

St. Pauls

564 W Mclean Street

St. Pauls

NC

28384-1421

Leased

No

Total Renal Care Of North Carolina, LLC

Wallace

5650 S Nc 41 Highway

Wallace

NC

28466-6094

Leased

No

Total Renal Care Of North Carolina, LLC

Mayland

575 Altapass Highway

Spruce Pine

NC

28777-3012

Leased

No

Total Renal Care Of North Carolina, LLC

Whiteville

608 Pecan Lane

Whiteville

NC

28472-2949

Leased

No

Total Renal Care Of North Carolina, LLC

Sylva Dialysis Center

655 Asheville Rd

Sylva

NC

28779-2747

Leased

Yes

Total Renal Care Of North Carolina, LLC

Burgawnc

704 S Dickerson St

Burgaw

NC

28425-4904

Leased

No

Total Renal Care Of North Carolina, LLC

Richmond County

771 Chaeran Highway

Hamlett

NC

28345-7158

Leased

No

Total Renal Care Of North Carolina, LLC

Franklin Township

80 Westgate Plaza

Franklin

NC

28734-1422

Leased

No

Total Renal Care Of North Carolina, LLC

Sandhills

809 S Long Drive

Rockingham

NC

28379-4317

Leased

No

Total Renal Care Of North Carolina, LLC

Anson County

923 East Caswell

Wadesboro

NC

28170-2305

Leased

No

Total Renal Care Of North Carolina, LLC

Cherokee

Sevan Clans Building, 53 Echota Church Rd

Cherokee

NC

28719-9702

Leased

Yes

Total Renal Care, Inc.

New River (aka Onslow County)-NC

111 Yopp Road

Jacksonville

NC

28546

Leased

No

Total Renal Care, Inc.

North Burlington

1909 N. Church Street

Burlington

NC

27217

Leased

No

Total Renal Care, Inc.

Team Endeavor Group Office

2700 Coltsgate Rd, Suite 202

Charlotte

NC

28211

Leased

No

Total Renal Care, Inc.

Division

559 Davidson Gateway Drive

Davidson

NC

28208-5145

Leased

No

DaVita Dakota Dialysis Center, LLC

Fargo

2350 45th St Sw

Fargo

ND

58104-8795

Leased

No

Renal Treatment Centers-West, Inc.

Oakes

413 S 7th St

Oakes

ND

58474-1920

Leased

No

 

Sch 4.8-59

---

DVA Renal Healthcare, Inc.

Omaha West

13010-26 West Dodge Road

Omaha

NE

68154-2148

Leased

No

DVA Renal Healthcare, Inc.

Omaha Central

144 South 40th Street

Omaha

NE

68131-3004

Leased

No

DVA Renal Healthcare, Inc.

Dodge County

1949 E 23rd Ave S

Fremont

NE

68025-2452

Leased

No

DVA Renal Healthcare, Inc.

Omaha South

3427 L Street

Omaha

NE

68107-2577

Leased

No

DVA Renal Healthcare, Inc.

Papillion

505 Cornhusker Rd

Bellevue

NE

68005-7911

Leased

No

DVA Renal Healthcare, Inc.

Omaha North

6212 N 73rd Plaza

Omaha

NE

68134-1801

Leased

No

Nephrology Medical Associates of Georgia, LLC

Dnp Grand Island

638 N Webb Rd

Grand Island

NE

68803

Leased

No

Nephrology Medical Associates of Georgia, LLC

Hastings Ne

715 N Kansas Ave

Hastings

NE

68901-4446

Leased

No

Renal Treatment Centers-Illinois, Inc.

Ne Nebraska

1603 W Prospect Ave

Norfolk

NE

68701-3683

Leased

No

Renal Treatment Centers-Illinois, Inc.

Hastings

1900 North Saint Joseph Ave.

Hastings

NE

68901-2652

Leased

No

Renal Treatment Centers-Illinois, Inc.

Grand Island Dialysis

203 E Stolley Park Rd

Grand Island

NE

68801-8256

Leased

No

Renal Treatment Centers-Illinois, Inc.

Capital City

307 North 46th Street

Lincoln

NE

68503-3714

Leased

No

Renal Treatment Centers-Illinois, Inc.

South Lincoln

3401 Plantation Drive

Lincoln

NE

68516-4712

Leased

No

Renal Treatment Centers-Illinois, Inc.

Omaha Lavista

6610 S 168th St

Omaha

NE

68135-5412

Leased

No

Renal Treatment Centers-Illinois, Inc.

Omaha Florence

7428 North 30th St

Omaha

NE

68112-2722

Leased

No

Renal Treatment Centers-Illinois, Inc.

Mccook

801 West C Street

Mccook

NE

69001-3592

Leased

No

Renal Treatment Centers-Illinois, Inc.

Omaha Home Training

8021 Cass Street

Omaha

NE

68114-3525

Leased

No

Renal Treatment Centers-West, Inc.

Scottsbluff

3812 Avenue B

Scottsbluff

NE

69361-4780

Leased

No

DVA Renal Healthcare, Inc.

Nashua

38 Tyler Street

Nashua

NH

03060-2912

Leased

No

Steam Dialysis, LLC

Derry

8 Action Blvd

Londonderry

NH

03053-3428

Leased

No

Total Renal Care, Inc.

Manchester

15 Constitution Drive

Bedford

NH

03110-6002

Leased

No

Versailles Dialysis, LLC

Rockingham County

18 Pelham Road

Salem

NH

03079-4818

Leased

No

Caverns Dialysis, LLC

Fair Lawn

15-00 Pollitt Drive

Fair Lawn

NJ

07410-2732

Leased

No

DVA Healthcare Renal Care, Inc.

Burlington North

1164 Route 130 North

Burlington

NJ

08016-2954

Leased

No

DVA Healthcare Renal Care, Inc.

Hainesport

1261 Route 38

Hainesport

NJ

08036-2702

Leased

No

DVA Healthcare Renal Care, Inc.

Lumberton

668 Main Street

Mt Holly

NJ

08036-2702

Leased

No

DVA Healthcare Renal Care, Inc.

Holmdel

668 North Beers Street

Holmdel

NJ

07733-1526

Leased

No

DVA Healthcare Renal Care, Inc.

Delran

8008 Route 130 North

Delran

NJ

08075-1869

Leased

No

DVA Renal Healthcare, Inc.

Cherry Hill

1030 North Kings Highway

Cherry Hill

NJ

08034-1907

Leased

Yes

 

Sch 4.8-60

---

DVA Renal Healthcare, Inc.

Summit

1139 Spruce Drive

Mountainside

NJ

07092-2221

Leased

No

DVA Renal Healthcare, Inc.

Plainfield

1200 Randolph Road

Plainfield

NJ

07060-3361

Leased

No

DVA Renal Healthcare, Inc.

East Orange

14-20 Prospect Street

East Orange

NJ

07017-2238

Owned

No

DVA Renal Healthcare, Inc.

Willingboro

230 Van Sciver Parkway

Willingboro

NJ

08046-1131

Leased

No

DVA Renal Healthcare, Inc.

Edison

29 Meridian Road

Edison

NJ

08820-2823

Leased

No

DVA Renal Healthcare, Inc.

Old Bridge

3 Hospital Plaza

Old Bridge

NJ

08857-3084

Leased

No

DVA Renal Healthcare, Inc.

Central Jersey Acutes

3001 Hadley Road

South Plainfield

NJ

07080-1109

Leased

No

DVA Renal Healthcare, Inc.

Perth Amboy

530 New Brunswick Ave

Perth Amboy

NJ

08861-3654

Leased

No

DVA Renal Healthcare, Inc.

GHc-East Orange

90 Washington Street, Basement - Condo Units 109-113

East Orange

NJ

07017-1050

Leased

No

Eufaula Dialysis, LLC

Elmwood Park

680 Broadway

Paterson

NJ

07514-1524

Leased

No

Eufaula Dialysis, LLC

Haledon

953 Belmont Avenue

North Haledon

NJ

07508-2548

Leased

No

Freehold Artificial Kidney Center, LLC

Freehold

300 Craig Rd

Manalapan

NJ

07726-8742

Leased

No

Ganois Dialysis, LLC

Wall Township Home Training

5100 Belmar Boulevard

Wall Township

NJ

7727

Leased

No

ISD Trenton, LLC fka DSI Trenton, LLC

Lawrenceville

1840 Princeton Avenue

Lawrenceville

NJ

08648-4518

Leased

No

Magoffin Dialysis, LLC

Browns Mills

107 Trenton Road

Browns Mills

NJ

8015

Leased

No

Marlton Dialysis Center, LLC

Marlton

796 E Route 70

Marlton

NJ

08053-2361

Leased

Yes

MGD-Renal Centers or North Jersey, LLC

Lincoln Park

6 “A” Frassetto Way

Lincoln Park

NJ

07035-2055

Leased

No

Navarro Dialysis, LLC

Marlboro

762 Highway 34

Matawan

NJ

07747-6614

Leased

No

Neptune Artificial Kidney Center, LLC

Neptune

300 W Sylvania

Neptune City

NJ

07753-6017

Leased

No

Redcliff Dialysis, LLC

Millburn

25 East Willow Street

Millburn

NJ

07041-1416

Leased

No

Renal Treatment Center-Northeast, Inc.

Bridgewater

2121 Route 22 West

Bound Brook

NJ

08805-1546

Leased

No

Renal Treatment Center-Northeast, Inc.

Hackettstown

657 Willow Grove Street

Hackettstown

NJ

07840-1713

Leased

No

Shining Star Dialysis, Inc.

Neptune

2180 Bradley Ave

Neptune

NJ

07753-4427

Leased

No

Shining Star Dialysis, Inc.

Somerset

240 Churchill Ave

Somerset

NJ

08873-3451

Leased

No

Shining Star Dialysis, Inc.

Middletown

500 Route 35

Middletown

NJ

07701-5038

Leased

No

Shining Star Dialysis, Inc.

Bricktown

525 Jack Martin Blvd

Bricktown

NJ

08724-7737

Leased

No

Simeon Dialysis, LLC

St Josephs Paterson

11 Getty Ave

Paterson

NJ

07503-2621

Leased

No

Simeon Dialysis, LLC

St Josephs Wayne

57 Willowbrook Blvd

Wayne

NJ

07470-7045

Leased

No

 

Sch 4.8-61

---

Simeon Dialysis, LLC

St Josephs Sjrmc

703 Main St

Paterson

NJ

07503-2621

Leased

No

Total Renal Care, Inc.

Hackensack

113 Essex Street

Maywood

NJ

07607-1020

Leased

No

Total Renal Care, Inc.

Jersey City

1310 5th St

North Bergen

NJ

07047-1710

Leased

No

Total Renal Care, Inc.

Hillside

1529 North Broad St

Hillside

NJ

07205-1603

Leased

No

Total Renal Care, Inc.

Fair Lawn Dialysis

18-01 Pollitt Drive

Fair Lawn

NJ

07410-2813

Leased

No

Total Renal Care, Inc.

Plainfield South

241-261 Durham Ave

Plainfield

NJ

07080-2504

Leased

No

Total Renal Care, Inc.

New Brunswick

303 George Street

New Brunswick

NJ

08901-2020

Leased

No

Total Renal Care, Inc.

West Orange

375 Mt Pleasant Ave

West Orange

NJ

07052-2724

Leased

No

Total Renal Care, Inc.

Teterboro

502 Route 46

Teterboro

NJ

07608-1118

Leased

No

Total Renal Care, Inc.

Woodbridge

541 Main Street

Woodbridge

NJ

07095-1104

Leased

No

Total Renal Care, Inc.

Parkside

580 Frelinghuysen Ave

Newark

NJ

07114-1361

Leased

No

Total Renal Care, Inc.

Atlantic Artificial

6 Industrial Way West

Eatontown

NJ

07724-2258

Leased

No

Total Renal Care, Inc.

Pennsauken

7020, 7022, & 7024 Kaighn Ave, Pennsauken Township Lot 2 Block 6301

Pennsauken

NJ

08109-4417

Leased

No

Total Renal Care, Inc.

Princeton

88 Princeton Hightstown Rd

Princeton Junction

NJ

08550-1100

Leased

No

Tyler Dialysis, LLC

Lourdes Mt Laurel

130 Gaither Dr

Mount Laurel

NJ

08054-1715

Leased

No

Tyler Dialysis, LLC

Lourdes Camden

1601 Haddon Ave

Camden

NJ

08103-3109

Leased

No

Tyler Dialysis, LLC

Lourdes Innova

3716 Church Rd

Mount Laurel

NJ

08054-1104

Leased

No

Unicoi Dialysis, LLC

East Brunswick

629 Cranbury Road

East Brunswick

NJ

08816-4031

Leased

No

Foss Dialysis, LLC

Mesilla Valley

2550 S. Telshor Boulevard

Las Cruces

NM

88011-4907

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Las Cruces

3961 E Lohman Avenue

Las Cruces

NM

88011-8272

Leased

No

Total Renal Care, Inc.

Artesia

702 N 13th Street

Artesia

NM

88210-1166

Leased

No

Total Renal Care, Inc.

Region

817 West Broadway, Suite #104

Farmington

NM

87401-5699

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Four Corners

801 W Broadway

Farmington

NM

87401-5650

Leased

No

TRC Four Corners Dialysis Clinics, LLC. (Bevan Partnership)

Shiprock

Us Highway 491 North, Po Box 2156

Shiprock

NM

87420-2156

Leased

No

Centennial LV, LLC

Centennial

8775 W Deer Springs Way

Las Vegas

NV

89149-0416

Leased

No

DVA Renal Healthcare, Inc.

Anthem Village

2530 Anthem Village Drive

Henderson

NV

89052-5548

Leased

No

 

Sch 4.8-62

---

DVA Renal Healthcare, Inc.

Mountain View

2881 Business Park Court

Las Vegas

NV

89128-9019

Leased

No

Five Star Dialysis, LLC

Las Vegas Multicare

2400 Tech Center Ct

Las Vegas

NV

89128-0804

Leased

No

Greater Las Vegas Dialysis, LLC

Las Vegas

150 South Valley View Boulevard

Las Vegas

NV

89107

Leased

No

Greater Las Vegas Dialysis, LLC

North Las Vegas

2065 North Las Vegas Blvd

North Las Vegas

NV

89030-5801

Leased

No

Greater Las Vegas Dialysis, LLC

South Las Vegas

2250 South Rancho Drive

Las Vegas

NV

89102-4456

Leased

No

Greater Las Vegas Dialysis, LLC

Summerlin

653 North Town Center Drive

Las Vegas

NV

89144-0503

Leased

Yes

Green Desert Dialysis, LLC

Desert Springs

2110 East Flamingo Road

Las Vegas

NV

89119-5191

Leased

No

ISD Las Vegas, LLC fka DSI Las Vegas, LLC

Green Valley

1489 W Warm Springs Road

Henderson

NV

89014-7637

Leased

No

ISD Las Vegas, LLC fka DSI Las Vegas, LLC

Las Vegas

2333 Rennaissance Drive

Las Vegas

NV

89119-6191

Leased

No

ISD Spring Valley, LLC fka DSI Spring Valley, LLC

Spring Valley

3855 S. Jones

Las Vegas

NV

89103-2296

Leased

No

Las Vegas Pediatric Dialysis, LLC

DaVita Pediatrics

7271 W. Sahara Avenue

Las Vegas

NV

89117-2862

Leased

No

Lockhart Dialysis, LLC

Pahrump

330 South Lola Lane

Pahrump

NV

89048-0884

Leased

No

Renal Treatment Centers-California, Inc.

Las Vegas Acutes Ste D

7330 Smoke Ranch Road

Las Vegas

NV

89128-1043

Leased

No

Routt Dialysis, LLC

Reno Nv

10085 Double R Blvd

Reno

NV

89521-4867

Leased

No

Routt Dialysis, LLC

Reno Nv

1500 East Second Street

Reno

NV

89502-1189

Leased

No

Routt Dialysis, LLC

Carson City

3246 N. Carson Street

Carson City

NV

89706-0248

Leased

No

Routt Dialysis, LLC

Sparks

4860 Vista Boulrvard

Sparks

NV

89436-2817

Leased

No

Routt Dialysis, LLC

Sierra Rose

685 Sierra Rose Drive

Reno

NV

89511-2060

Leased

No

Sherman Dialysis, LLC

Cheyenne

3291 N Buffalo Drive, Bldg. A

Las Vegas

NV

89129-7441

Leased

No

Siena Dialysis Center, LLC

Siena Henderson

2865 Siena Heights Drive

Las Vegas

NV

89052-4168

Leased

No

Southern Hills Dialysis Center, LLC

Southern Hills

9280 West Sunset Road, Suite 110

Las Vegas

NV

89148-4861

Leased

No

Total Renal Care, Inc.

Fallon

1103 New River Pkwy

Fallon

NV

89406-6899

Leased

Yes

Total Renal Care, Inc.

Winnemucca

830 Fairgrounds Road

Winnemucca

NV

89445-2011

Leased

No

Valley Springs Dialysis, LLC

The Nevada

1510 West Warm Springs Road

Henderson

NV

89014-3586

Leased

No

Empire State DC, Inc.

Utica Avenue

1305 Utica Avenue

Brooklyn

NY

11203-5911

Leased

No

Empire State DC, Inc.

Ithaca

201 Dates Drive

Ithaca

NY

14850-1345

Leased

Yes

Empire State DC, Inc.

Columbia University

60 Haven Street

New York

NY

10032-2604

Leased

No

Enchanted Dialysis, LLC

Newark Wayne

1120 South Main St.

Newark

NY

14513-2171

Leased

No

 

Sch 4.8-63

---

Huntington Artificial Kidney Center, Ltd.

Medford

1725 North Ocean Avenue

Medford

NY

11763-2649

Leased

No

Huntington Artificial Kidney Center, Ltd.

Huntington Station

256 Broadway

Huntington Station

NY

11746-1403

Leased

No

Huntington Artificial Kidney Center, Ltd.

Freeport

267 West Merrick Road

Freeport

NY

11520-3346

Leased

No

Huntington Artificial Kidney Center, Ltd.

Freeport

351 S. Main Street

Freeport

NY

11520-3346

Leased

No

Huntington Artificial Kidney Center, Ltd.

Syosset

One Locust Lane

Syosset

NY

11791-4834

Leased

No

Knickerbocker Dialysis, Inc.

Orange

100 Crystal Run Road, Suite 102

Middletown

NY

10941-4042

Leased

No

Knickerbocker Dialysis, Inc.

Garden City

1100 Stewart Ave

Garden City

NY

11530-4839

Leased

No

Knickerbocker Dialysis, Inc.

Staten Island

1139-1141 Hylan Blvd.

Staten Island

NY

10305-2061

Leased

No

Knickerbocker Dialysis, Inc.

Queens

118-01 Guy Brewer Blvd.

Queens

NY

11434-2101

Leased

No

Knickerbocker Dialysis, Inc.

Richmond

1366 Victory Blvd

Staten Island

NY

10301-3907

Leased

No

Knickerbocker Dialysis, Inc.

Catskill

139 Forestburgh Road

Monticello

NY

12701-2348

Leased

Yes

Knickerbocker Dialysis, Inc.

Lynbrook

147 Scranton Ave

Lynbrook

NY

11563-2808

Leased

No

Knickerbocker Dialysis, Inc.

Suburban

1542 Maple Road

Amherst

NY

14221-3625

Leased

Yes

Knickerbocker Dialysis, Inc.

Bronx

1615 Eastchester Road

Bronx

NY

10461-2603

Leased

No

Knickerbocker Dialysis, Inc.

Soundview

1622-24 Bruckner Blvd.

Bronx

NY

10473-4553

Leased

No

Knickerbocker Dialysis, Inc.

Riverdale

170 West 233rd Street

Bronx

NY

10463-5639

Leased

No

Knickerbocker Dialysis, Inc.

Bronx

1733 Eastchester Road

Bronx

NY

10461-2315

Leased

No

Knickerbocker Dialysis, Inc.

South Bronx

1940 Webster Ave

Bronx

NY

10457-4261

Leased

No

Knickerbocker Dialysis, Inc.

Womens Christian Association Hospital

207 Foote Ave

Jamestown

NY

14701-7077

Leased

No

Knickerbocker Dialysis, Inc.

Queens Village

222-02 Hempstead Ave.

Queens

NY

11429-2123

Leased

No

Knickerbocker Dialysis, Inc.

Coney Island

26 Thru 48 Brighton 11th Street

Brooklyn

NY

11235-5304

Leased

No

Knickerbocker Dialysis, Inc.

Long Island

3460 Great Neck Road

Amityville

NY

11701-1915

Leased

No

Knickerbocker Dialysis, Inc.

Williamsbridge

3525 White Plains Road

Bronx

NY

10461-5705

Leased

No

Knickerbocker Dialysis, Inc.

Orchard Park

3801 Taylor Rd

Orchard Park

NY

14127-2232

Leased

Yes

Knickerbocker Dialysis, Inc.

Boston Post

4026 Boston Post Road

Bronx

NY

10475-1122

Leased

No

Knickerbocker Dialysis, Inc.

Northtowns

4041 Delaware Avenue

Tonawanda

NY

14150-6850

Leased

Yes

Knickerbocker Dialysis, Inc.

Port Washington

50 Seaview Boulevard

Port Washington

NY

11050-4615

Leased

Yes

Knickerbocker Dialysis, Inc.

Peekskill

500 Pike Plaza Route 6

Cortland Manor

NY

10567-2502

Leased

No

 

Sch 4.8-64

---

Knickerbocker Dialysis, Inc.

Yonkers

575 Yonkers Avenue

Yonkers

NY

10704-2601

Leased

No

Knickerbocker Dialysis, Inc.

Central New York

910 Erie Blvd E

Syracuse

NY

13210-1060

Leased

No

Liberty RC, Inc.

Dyker Heights

1435 86th St.

Brooklyn

NY

11228-3435

Leased

Yes

Liberty RC, Inc.

Cleve Hill

1461 Kensington Avenue

Buffalo

NY

14215-1436

Leased

No

Liberty RC, Inc.

Hudson Valley

155 White Plains Rd

Tarrytown

NY

10591-5523

Leased

No

Liberty RC, Inc.

Eastchester Road

1615-1617 Eastchester Road

Bronx

NY

10461-2606

Leased

No

Liberty RC, Inc.

White Plains

200 Hamilton Avenue, Suite# 13b

White Plains

NY

10601-1859

Leased

No

Liberty RC, Inc.

Niagara Falls

2932 Military Road

Niagara Falls

NY

14304-1252

Leased

No

Liberty RC, Inc.

Bedford Park

3119 Webster Avenue

Bronx

NY

10467-4905

Leased

No

Liberty RC, Inc.

Port Chester

38 Bulkley Avenue

Port Chester

NY

10573-3902

Leased

No

Liberty RC, Inc.

South Brooklyn

3915 Avenue V

Brooklyn

NY

11234-5150

Leased

No

Liberty RC, Inc.

Southtowns

4910 Camp Road

Hamburg

NY

14075-2617

Leased

No

Liberty RC, Inc.

Yonkers II

5 Odell Plaza

Yonkers

NY

10701-1406

Leased

No

Liberty RC, Inc.

Buffalo

550 Orchard Park Road

West Seneca

NY

14224-2646

Leased

No

Liberty RC, Inc.

Niagara Falls Memorial

621 10th St

Niagara Falls

NY

14301-1813

Leased

No

Liberty RC, Inc.

Lowville

7785 North State Street

Lowville

NY

13367-1229

Leased

No

Liberty RC, Inc.

Celia Dill

Barns Office Center, Suite #206

Carmel

NY

10512-2454

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Brooklyn

621-625 Degraw Street

Brooklyn

NY

11217-3120

Leased

No

TRC of New York, Inc.

NE Divisional Vp Office

333 Westchester Avenue

White Plains

NY

10604-2910

Leased

No

Alomie Dialysis, LLC

Pike County Dialysis

609 W. Emmitt Avenue

Waverly

OH

45690-1013

Leased

No

Barrington Dialysis, LLC

Steubenville Home Training

1799 Sinclair Avenue

Steubenville

OH

43953-3328

Leased

No

Basin Dialysis, LLC

Buckeye

3040 S Dixie Drive

Kettering

OH

45409-1516

Leased

No

Bastrop Dialysis, LLC

Darke County

1111 Sweitzer St

Greenville

OH

45331-1189

Leased

No

Bastrop Dialysis, LLC

Upper Valley Kidney

3130 N County Rd 25a

Troy

OH

45373-1337

Leased

No

Bastrop Dialysis, LLC

Dayton North

455 Turner Road

Dayton

OH

45415-3630

Leased

No

Beck Dialysis, LLC

Atrium

4421 Roosevelt Blvd

Middletown

OH

45044-9024

Leased

Yes

Birch Dialysis, LLC

Hilliard

19133 Hilliard Boulevard

Rocky River

OH

44116-2907

Leased

Yes

Birch Dialysis, LLC

Center Ridge

38600 Center Ridge Road

North Ridgeville

OH

44039-2837

Leased

No

Birch Dialysis, LLC

Parma Heights

9050 North Church Drive

Parma

OH

44130-4701

Leased

Yes

 

Sch 4.8-65

---

Borrego Dialysis, LLC

Harrison

10475, 10473, 10471 & 10469 Harrison Avenue

Harrison

OH

45030-1941

Leased

No

Columbus-RNA-DaVita, LLC

Columbus

226 Graceland Boulevard, Suite 3-09A

Columbus

OH

43214-5404

Leased

No

Columbus-RNA-DaVita, LLC

Columbus East

299 Outerbelt Street

Columbus

OH

43213-1529

Leased

No

Columbus-RNA-DaVita, LLC

Columbus

3830 Olentangy River Road

Columbus

OH

43214-5404

Leased

No

Columbus-RNA-DaVita, LLC

Columbus Downtown

415 East Mound Street

Columbus

OH

43215-5512

Leased

No

Court Dialysis, LLC

Adena

1800 North Bridge Street

Chillicothe

OH

45601-1793

Leased

No

DeSoto Dialysis, LLC

Lucas County Home

2702 Navarra Ave

Oregon

OH

43616-3224

Leased

No

Dome Dialysis, LLC

Westerville

241 West Schrock Road

Westerville

OH

43081-2874

Leased

Yes

DVA Healthcare - Southwest Ohio, LLC

Blue Ash

10600 Mckinley Road

Cincinnati

OH

45242-3716

Leased

No

DVA Healthcare - Southwest Ohio, LLC

Fairfield

1210 Hicks Boulevard

Fairfield

OH

45014-1921

Leased

Yes

DVA Healthcare - Southwest Ohio, LLC

Mt. Auburn

2109 Reading Road

Cincinnati

OH

45202-1417

Leased

No

DVA Healthcare - Southwest Ohio, LLC

Western Hills

3267 Westbourne Drive

Cincinnati

OH

45248-5130

Leased

No

DVA Healthcare - Southwest Ohio, LLC

Butler County

3497 South Dixie Highway

Franklin

OH

45005-5717

Leased

Yes

DVA Healthcare - Southwest Ohio, LLC

Winton Road

6550 Winton Road

Cincinnati

OH

45224-1327

Leased

No

DVA Healthcare Renal Care, Inc.

Toledo

1614 S, Byrne Road

Toledo

OH

43614-3464

Leased

No

DVA Healthcare Renal Care, Inc.

Ashtabula

1614 West 19th Street

Ashtabula

OH

44004-3036

Leased

No

DVA Healthcare Renal Care, Inc.

Hubbard Road

1963 Hubbard Road

Madison

OH

44057-2105

Leased

No

DVA Healthcare Renal Care, Inc.

Toledo

5325 Airport Highway

Toledo

OH

43614-3464

Leased

No

DVA Healthcare Renal Care, Inc.

Toledo At Home

5325 Airport Highway

Toledo

OH

43614-3464

Leased

No

DVA Healthcare Renal Care, Inc.

Northwood

605 Lemoyne Road

Northwood

OH

43619-1811

Leased

No

DVA Healthcare Renal Care, Inc.

Hubbard Road

6800 North Ridge Road

Madison

OH

44057-2105

Leased

No

DVA Renal Healthcare, Inc.

Marietta

1019 Pike Street

Marietta

OH

45750-3500

Leased

No

DVA Renal Healthcare, Inc.

Coshocton

1404 Chestnut Street East

Coshocton

OH

43812-1401

Leased

No

DVA Renal Healthcare, Inc.

Urbana

1880 E Us Highway 36

Urbana

OH

45503-2692

Leased

No

DVA Renal Healthcare, Inc.

Belpre

2906 Washington Blvd

Belpre

OH

45714-1848

Leased

No

DVA Renal Healthcare, Inc.

Zanesville

3120 Newark Road

Zanesville

OH

43701-9659

Leased

No

DVA Renal Healthcare, Inc.

Buckaneers Region 3 Office

5554 Cheviot Rd Ste C

Cincinnati

OH

45247

Leased

No

Fields Dialysis, LLC

Norwood

2300 Wall Street

Cincinnati

OH

45212-2781

Leased

No

 

Sch 4.8-66

---

Fields Dialysis, LLC

Milford

5901 Montclair Blvd

Milford

OH

45150-2547

Leased

No

Fort Dialysis, LLC

Massillon

2112 Lincoln Way East

Massillon

OH

44646-7034

Leased

No

Garrett Dialysis, LLC

Brunswick

3812 Center Road

Brunswick

OH

44212-3025

Leased

Yes

Goza Dialysis, LLC

Ross

3825 Kraus Lane

Fairfield

OH

45014-5867

Leased

No

Heyburn Dialysis, LLC

Hilliard Station

2447 Hilliard Rome Road

Hilliard

OH

43026-8194

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Akron

525 E Market Street

Akron

OH

44304-1619

Leased

Yes

ISD Summit Renal Care, LLC fka Summit Renal Care, LLC

Munroe Falls

265 N Main Street

Munroe Falls

OH

44262-1090

Leased

No

ISD Summit Renal Care, LLC fka Summit Renal Care, LLC

White Ponds

534 White Pond Drive

Akron

OH

44320-1100

Leased

No

ISD Summit Renal Care, LLC fka Summit Renal Care, LLC

Summit

73 Massillon Road

Akron

OH

44312-1028

Leased

No

Kinswa Dialysis, LLC

Freemont

100 Pinnacle Dr

Fremont

OH

43420-7400

Leased

No

Lakeshore Dialysis, LLC

Dayton North

4750 North Main Street

Dayton

OH

45405-5021

Leased

No

Lory Dialysis, LLC

Premiere Kidney Center

65 South Terrace Avenue

Newark

OH

43055-1355

Leased

No

Los Arcos Dialysis, LLC

Amherst

3200 Cooper Foster Park Rd W

Lorain

OH

44053-3654

Leased

No

Mahoney Dialysis, LLC

Meadowhawk

491 Coleman’s Crossing Blvd.

Marysville

OH

43040-7068

Leased

No

Manzano Dialysis, LLC

Midwest Fairborn

1266 N. Broad St

Fairborn

OH

45324-5549

Leased

Yes

Mermet Dialysis, LLC

East Hamilton OH

77 W Voice of Americas Park Dr

West Chester

OH

45069

Leased

No

Mermet Dialysis, LLC

Mt Healthy

7702 Affinity Place

Mt Healthy

OH

45231-3566

Leased

No

Mesilla Dialysis, LLC

Midwest Urbana

1430 East U.S. Highway 36

Urbana

OH

43078-9112

Leased

Yes

MGD-Medical Practice (Lifeline)

Lifeline Dayton

2016 Springboro West

Moraine

OH

45439-1648

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Cincinnati

4623 Wesley Avenue

Norwood

OH

45212

Leased

No

MGD-Medical Practice (Lifeline)

Lifeline Cincinnati

7335 Yankee Road

Liberty Township

OH

45044-9168

Leased

Yes

MGD-Medical Practice (Lifeline)

Lifeline Columbus

815 West Broad Street

Columbus

OH

43222-1478

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Youngstown

8423 Market Street

Boardman

OH

44512-6725

Leased

No

Milo Dialysis, LLC

Twinsburg

2592 E. Aurora Road

Twinsburg

OH

44087-2148

Leased

No

Milo Dialysis, LLC

Painesville

7611 Auburn Road

Concord

OH

44077-9608

Leased

No

Morro Dialysis, LLC

Miamisburg

290 Alexandersville Rd

Miamisburg

OH

45342-3611

Leased

No

 

Sch 4.8-67

---

National Trail Dialysis, LLC

National Trail

167 Tuttle Road

Springfield

OH

45505-1560

Leased

No

Pendster Dialysis, LLC

New Carlisle OH

7769 Old Country Court

Huber Heights

OH

45424

Leased

No

Powerton Dialysis, LLC

University Toledo

2900 Carskaddon Avenue

Toledo

OH

43606-1601

Leased

No

Rancho Dialysis, LLC

Dover

899 East Iron Blvd

Dover

OH

44622-2097

Leased

No

Renal Life Link, Inc

Willow

1675 Alex Drive

Wilmington

OH

45177-2446

Leased

Yes

Renal Life Link, Inc

Fairborne

3070 Presidential Drive

Fairborn

OH

45324-6273

Leased

No

Renal Life Link, Inc

Kettering

5721 Bigger Road

Kettering

OH

45440-2752

Leased

No

Renal Treatment Centers-Illinois, Inc.

Eaton

105 E Washington Jackson Road

Eaton

OH

45320-9789

Leased

Yes

Renal Treatment Centers-Illinois, Inc.

Ohio Pike

1761 St. Route 125

Amelia

OH

45102-2039

Leased

No

Renal Treatment Centers-Illinois, Inc.

Rocky River

20220 Center Ridge Road

Rocky River

OH

44116-3567

Leased

No

Renal Treatment Centers-Illinois, Inc.

South West Ohio

215 South Allison St

Xenia

OH

45385-3694

Leased

No

Renal Treatment Centers-Illinois, Inc.

East Galbraith

3877 E. Galbraith Rd., Bldg. C

Cincinnati

OH

45236-1500

Leased

No

Renal Treatment Centers-Illinois, Inc.

Batavia

4000 Golden Age Drive

Batavia

OH

45103-1913

Leased

No

Renal Treatment Centers-Illinois, Inc.

Point Place

4747 Suder Avenue

Toledo

OH

43611-2869

Leased

No

Renal Treatment Centers-Illinois, Inc.

Rockside

4801 Acorn Dr

Independence

OH

44131-2566

Leased

No

Renal Treatment Centers-Illinois, Inc.

Andover

488 South Main Street

Andover

OH

44003-9602

Leased

No

Renal Treatment Centers-Illinois, Inc.

Parma

6713 Ames Road

Parma

OH

44129-5601

Leased

No

Renal Treatment Centers-Illinois, Inc.

Middleburg Heights

7360 Engle Rd

Middleburg Hts

OH

44130

Leased

No

Renal Treatment Centers-Illinois, Inc.

Cincinnati

Eastgate Professional Office Park, 4435 Aicholtz Road

Cincinnati

OH

45245-1690

Leased

Yes

River Valley Dialysis, LLC

Delhi

5052-5040 Delhi Pike

Cincinnati

OH

45238-5388

Leased

No

River Valley Dialysis, LLC

White Oak

5520 Cheviot Road

Cincinnati

OH

45247-7069

Leased

Yes

River Valley Dialysis, LLC

Silverton

6929 Silverton Avenue

Cincinnati

OH

45236-3701

Leased

Yes

River Valley Dialysis, LLC

Anderson

7502 State Road

Cincinnati

OH

45255

Leased

No

River Valley Dialysis, LLC

Lebanon

916 Columbus Avenue

Lebanon

OH

45036-1402

Leased

No

RNA - DaVita Dialysis, LLC

Columbus West

1395 Georgesville Road

Columbus

OH

43228-3611

Leased

No

RNA - DaVita Dialysis, LLC

Dublin

6770 Perimeter Drive

Dublin

OH

43016-8063

Leased

No

Sandusky Dialysis, LLC

Sandusky

211 Lakeside Park

Sandusky

OH

44870-8639

Leased

No

Seneca Dialysis, LLC

Seneca County

10 St Lawrence Drive

Tiffin

OH

44883-8310

Leased

No

St. Luke’s Dialysis Center, LLC

Shaker Square

12800 Shaker Boulevard

Cleveland

OH

44120-2004

Leased

No

 

Sch 4.8-68

---

Steele Dialysis, LLC

Galion

865 Harding Way West

Galion

OH

44833-1637

Leased

No

Storrie Dialysis, LLC

Midwest Springfield

2200 N. Limestone St

Springfield

OH

45503-2692

Leased

No

Strongsville Dialysis, LLC

Strongsville

17792 Pearl Road

Strongsville

OH

44136-6909

Leased

No

Total Renal Care, Inc.

River’s Edge

1004 E State St

Athens

OH

45701-2158

Leased

No

Total Renal Care, Inc.

Forest Fair

1145 Kemper Meadow Drive

Forest Park

OH

45240-4118

Leased

No

Total Renal Care, Inc.

Highland County

120 Roberts Ln

Hillsboro

OH

45133-7608

Leased

Yes

Total Renal Care, Inc.

Heart of Marion

1221 Delaware Avenue

Marion

OH

43302

Leased

No

Total Renal Care, Inc.

Merrcy Canton

1320 Mercy Drive Nw

Canton

OH

44708-2614

Leased

No

Total Renal Care, Inc.

Columbus West

1391 Georgesville Road

Columbus

OH

43228-3611

Leased

Yes

Total Renal Care, Inc.

Northcoast Dialysis

14050 Madison Ave

Lakewood

OH

44107-4530

Leased

No

Total Renal Care, Inc.

Knox County

1485 Coshocton Ave

Mount Vernon

OH

43050-1544

Leased

No

Total Renal Care, Inc.

Cherry Valley

1627 W. Main St

Newark

OH

43055-1345

Leased

No

Total Renal Care, Inc.

Millersburg

1649 South Washington Street

Millersburg

OH

44654

Leased

No

Total Renal Care, Inc.

Fairview

19050 Lorain Road

Fairview Park

OH

44126-1915

Leased

No

Total Renal Care, Inc.

Wadsworth

195 Wadsworth Road

Wadsworth

OH

44281-9504

Leased

No

Total Renal Care, Inc.

The Christ Hospital Dialysis

2139 Auburn Ave.

Cincinnati

OH

45219-2906

Leased

No

Total Renal Care, Inc.

North Olmsted

22710 Fairview Center Dr

Fairview Park

OH

44126-3607

Leased

No

Total Renal Care, Inc.

St V Quadrangle

2302 Community College Avenue

Cleveland

OH

44115-3117

Leased

No

Total Renal Care, Inc.

Alliance Community

270 East State Street

Alliance

OH

44601-4309

Leased

No

Total Renal Care, Inc.

Westlake

29000 Center Ridge Rd

Westlake

OH

44145-5293

Leased

No

Total Renal Care, Inc.

Barberton

3235 Manchester Road, Ste 9

Akron

OH

44319-1458

Leased

No

Total Renal Care, Inc.

Maumee Bay

3310 Dustin Road

Oregon

OH

43616-3302

Leased

No

Total Renal Care, Inc.

Southland

3401 Glendale Avenue

Toledo

OH

43614-2490

Leased

No

Total Renal Care, Inc.

North Ridgeville

35143 Center Ridge Road

North Ridgeville

OH

44039-3089

Leased

No

Total Renal Care, Inc.

Red Bank

3960 Red Bank Road Ste 160

Fairfax

OH

45227-3421

Leased

No

Total Renal Care, Inc.

Grove City

4155 Kelnor Drive

Grove City

OH

43123-2960

Leased

No

Total Renal Care, Inc.

Us Grant

458 Home Street

Georgetown

OH

45121-1408

Leased

Yes

Total Renal Care, Inc.

Belden

4685 Fulton Dr Nw

Canton

OH

44718-2379

Leased

Yes

Total Renal Care, Inc.

Dayton South

4700 Springboro Pike

Moraine

OH

45439-1964

Leased

No

 

Sch 4.8-69

---

Total Renal Care, Inc.

Mccarthy Lane

500 Mccarty Ln

Jackson

OH

45640-7019

Leased

No

Total Renal Care, Inc.

Flower

5308 Harroun Road

Sylvania

OH

43560-2114

Leased

No

Total Renal Care, Inc.

Ashtabula

5740 Dibble Road

Kingsville

OH

44048-9809

Leased

No

Total Renal Care, Inc.

Detroit Road

7901 Detroit Avenue

Cleveland

OH

44102-2828

Leased

No

Total Renal Care, Inc.

Lorain County

824 East Broad Street

Elyria

OH

44035-6559

Leased

No

Total Renal Care, Inc.

Kenton

East Columbus Street

Kenton

OH

43326-1760

Leased

Yes

Total Renal Care, Inc.

Logan

Grey Street

Logan

OH

43138-9638

Leased

No

Total Renal Care, Inc.

Pataskala

Hazelwood Plaza Phase II, 642-658 East Broad Street

Pataskala

OH

43062-7627

Leased

No

Total Renal Care, Inc.

Dayton

One Elizabeth Place

Dayton

OH

45417-3474

Leased

No

Vogel Dialysis, LLC

Canal

3568 Gender Road

Canal Winchester

OH

43110-8007

Leased

No

Wallowa Dialysis, LLC

Ontario

2148 West 4th Street

Ontario

OH

44906-1200

Leased

No

Wauseon Dialysis, LLC

Wauseon

721 South Shoop Avenue

Wauseon

OH

43567-1729

Leased

No

Bliss Dialysis, LLC

Berkshire Home Training

4800 W. San Antonio

Broken Arrow

OK

74012-6127

Leased

No

Bottle Dialysis, LLC

Midwest City

1405 S. Douglas Blvd.

Midwest City

OK

73130-5240

Leased

No

DVA Healthcare Renal Care, Inc.

Oklahoma City South

5730 S May Ave

Oklahoma City

OK

73119-5604

Leased

No

DVA Renal Healthcare, Inc.

Heartland

925 Northeast 8th Street

Oklahoma City

OK

73104-5800

Leased

No

Greenwood Dialysis, LLC

Greenwood

1345 N Lansing Avenue

Tulsa

OK

74106-5911

Leased

No

Jacinto Dialysis, LLC

Ardmore Ranch

2617 Crossroads Drive

Ardmore

OK

73401

Leased

No

MGD-Medical Practice (Lifeline)

Lifeline-Tulsa

4800 W San Antonio St

Broken Arrow

OK

74012

Leased

No

Owasso Dialysis, LLC

Owasso

9521 N Owasso E. Expressway

Owasso

OK

74055-5414

Leased

Yes

Platte Dialysis, LLC

Tahlequah

1373 East Boone St

Tahlequah

OK

74464-3330

Leased

No

Platte Dialysis, LLC

Muskogee

2316 W. Shawnee Bypass

Muskogee

OK

74401-2228

Leased

Yes

Platte Dialysis, LLC

Platte

305 S Jt Stites St

Sallisaw

OK

74955-9302

Leased

No

Platte Dialysis, LLC

Stilwell

319 N 2nd Street

Stilwell

OK

74960-1636

Leased

Yes

Renal Life Link, Inc

Okc South

3905 S. Western

Oklahoma City

OK

73109-3405

Leased

No

Renal Treatment Centers-West, Inc.

Central Tulsa

1124 South St. Louis

Tulsa

OK

74120-5413

Leased

No

Renal Treatment Centers-West, Inc.

Oklahoma City Acutes

1301 Cornell Parkway

Oklahoma City

OK

73108-1822

Leased

No

Renal Treatment Centers-West, Inc.

Clinton

150 South 31st Street

Clinton

OK

73601-9118

Leased

No

 

Sch 4.8-70

---

Renal Treatment Centers-West, Inc.

Elk City

1601 West 2nd Street

Elk City

OK

73644-4427

Leased

No

Renal Treatment Centers-West, Inc.

Norman

1818 W. Lindsey Street, Building B

Norman

OK

73069-4184

Leased

No

Renal Treatment Centers-West, Inc.

Claremore

202 East Blue Starr Drive

Claremore

OK

74017-4223

Leased

No

Renal Treatment Centers-West, Inc.

Altus

205 S. Park Lane

Altus

OK

73521-5756

Leased

No

Renal Treatment Centers-West, Inc.

Chickasha

228 South 29th Street

Chickasha

OK

73018-2502

Leased

No

Renal Treatment Centers-West, Inc.

Miami

2510 North Main

Miami

OK

74354-1602

Leased

No

Renal Treatment Centers-West, Inc.

Duncan

2645 W. Elk

Duncan

OK

73533-1572

Owned

No

Renal Treatment Centers-West, Inc.

Stillwater

406 East Hall Of Fame Ave

Stillwater

OK

74075-5447

Leased

Yes

Renal Treatment Centers-West, Inc.

Durant

411 Westside Drive

Durant

OK

74701-2932

Leased

No

Renal Treatment Centers-West, Inc.

Anadarko

412 East 11th Street

Anadarko

OK

73005-4442

Leased

No

Renal Treatment Centers-West, Inc.

Shawnie

4409 N Kickapoo Ave

Shawnee

OK

74804-1224

Leased

No

Renal Treatment Centers-West, Inc.

Tulsa

4436 South Harvard

Tulsa

OK

74135-2605

Leased

No

Renal Treatment Centers-West, Inc.

Dream Catchers Region 04 Office

4800 W. San Antonio

Broken Arrow

OK

74012-6127

Leased

No

Renal Treatment Centers-West, Inc.

Edmond

50 South Baumann Avenue

Edmond

OK

73034-5676

Leased

No

Renal Treatment Centers-West, Inc.

Region-Park Towers

5314 South Yale

Tulsa

OK

74012-6127

Leased

No

Renal Treatment Centers-West, Inc.

Midwest City

7221 East Reno Avenue

Midwest City

OK

73110-4474

Leased

No

Renal Treatment Centers-West, Inc.

NW Bethany

7800 Nw 23rd St

Bethany

OK

73008-4948

Leased

No

Renal Treatment Centers-West, Inc.

Okmulgee

East 7th And South Delaware

Okmulgee

OK

74447-5528

Leased

No

Rusk Dialysis, LLC

Cleveland

1059 Se 82nd St

Oklahoma City

OK

73149-2999

Leased

No

Southcrest Dialysis, LLC

Southcrest

9001 S 101st E Ave, Suite #110

Tulsa

OK

74133-5799

Leased

No

Southlake Dialysis, LLC

Broken Arrow

1710 N 9th St

Broken Arrow

OK

74012-8283

Leased

No

Total Renal Care, Inc.

Grove

1111 North E O Loop

Grove

OK

74344-6046

Leased

No

Total Renal Care, Inc.

Sooner

1561 North Porter Ave

Norman

OK

73071-6621

Leased

No

Total Renal Care, Inc.

Region

7806 Nw 23rd Street

Bethany

OK

73008-4948

Leased

No

Total Renal Care, Inc.

Rose Rock

9913 East Reno Avenue

Midwest City

OK

73130-3505

Leased

No

Tulsa Dialysis, LLC

Sapulpa

9647 Ridgeview Street

Tulsa

OK

74131-6205

Leased

No

Wyler Dialysis, LLC

Pryor

309 East Graham Avenue

Pryor

OK

74361-2434

Leased

No

DVA Healthcare Renal Care, Inc.

Salem North

1220 Liberty Street Ne

Salem

OR

97301-7330

Leased

No

 

Sch 4.8-71

---

DVA Healthcare Renal Care, Inc.

Woodburn

1840 Newburg Hwy

Woodburn

OR

97071-3187

Leased

No

DVA Healthcare Renal Care, Inc.

Roseburg

2410 Nw Edenbower Blvd

Roseburg

OR

97471-8830

Leased

No

DVA Healthcare Renal Care, Inc.

Salem

3550 Liberty Road South

Salem

OR

97302-5700

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Beaverton

15050 Sw Koll Pkwy

Beaverton

OR

97006-6002

Leased

Yes

ISD Renal, Inc fka DSI Renal, Inc.

Willamette Valley

1510 Division Street

Oregon City

OR

97045-1572

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Dialysis Care Of Portland

5318 Ne Irving

Portland

OR

97213-3158

Leased

Yes

ISD Renal, Inc fka DSI Renal, Inc.

Sunnyside

6902 Se Lake Road

Milwaukie

OR

97267-2148

Leased

Yes

ISD Renal, Inc fka DSI Renal, Inc.

Northeast Portland

703 Ne Hancock Street

Portland

OR

97212-3955

Leased

No

Nephrology Medical Associates of Georgia, LLC

NPS Portland

15895 SW 72nd

Portland

OR

97224-7966

Leased

No

Nephrology Medical Associates of Georgia, LLC

Mcminnville

220 NE Norton Lane

Mcminnville

OR

97224-7966

Leased

No

Nephrology Medical Associates of Georgia, LLC

Oregon Kidney

9155 SW Barnes Rd

Portland

OR

97224-7966

Leased

No

Nephrology Medical Associates of Georgia, LLC

Dnp.Newberg Timeshare

Providence Newberg Medical Center, 1003 Providence Drive Suite 315

Portland

OR

97224-7966

Leased

No

Renal Treatment Centers-West, Inc.

Hermiston

1155 W Linda Ave.

Hermiston

OR

97838-9601

Leased

No

Renal Treatment Centers-West, Inc.

Sherwood

Highway 99 & Edy Road

Sherwood

OR

97140-8062

Leased

No

Star Dialysis, LLC

Grants Pass

1055 Redwood Avenue

Grants Pass

OR

97527-5525

Leased

No

Star Dialysis, LLC

Redwood

201 SW L Street

Grants Pass

OR

97526-2913

Leased

No

Star Dialysis, LLC

Rogue Valley

760 Golf View Drive, Unit 100

Medford

OR

97504-9685

Leased

No

Total Renal Care, Inc.

West Linn

18900 Willamette Drive

West Linn

OR

97068-1715

Leased

No

Total Renal Care, Inc.

Lake Oswego

19255 SW 65th Avenue

Tualatin

OR

97062-9712

Leased

No

Total Renal Care, Inc.

Mcminneville

200 NE Norton Lane

Mcminneville

OR

97128-8470

Leased

No

Total Renal Care, Inc.

Acq Klamath Falls

2230 El Dorado Drive

Klamath Falls

OR

97601-6418

Leased

No

Total Renal Care, Inc.

Hillsboro

2500 Nw 229th Avenue

Hillsboro

OR

97124-7516

Leased

No

Total Renal Care, Inc.

Portland MLK

2737 NE Martin Luther King Blvd.

Portland

OR

97227

Leased

No

Total Renal Care, Inc.

NE Salem

4792 Portland Road NE

Salem

OR

97305-3920

Leased

No

Total Renal Care, Inc.

Four Rivers

515 East Lane

Ontario

OR

97914-3953

Leased

Yes

Total Renal Care, Inc.

Portland Gateway

9932 NE Halsey Street

Portland

OR

97220-4495

Leased

No

 

Sch 4.8-72

---

Total Renal Care, Inc.

Blue Mountain

Coyote Business Park North Lot 11

Pendleton

OR

97801-1002

Leased

Yes

Able Dialysis, LLC

Providence Square Home Training (PD)

831 Providence Road

Secane

PA

19018-2921

Leased

No

Campton Dialysis, LLC

Swarthmore

1310 MacDade Boulevard

Woodlyn

PA

19078

Leased

No

Cedar Dialysis, LLC

Paxton

479 Port View Drive

Harrisburg

PA

17111

Leased

No

DVA Healthcare of Pennsylvania, Inc.

Mckeesport

101 9th Street

Mckeesport

PA

15132-3953

Leased

No

DVA Healthcare of Pennsylvania, Inc.

GHc-Waynesburg

248 Elm Drive

Waynesburg

PA

15370

Owned

No

DVA Healthcare of Pennsylvania, Inc.

Radnor

250 King Of Prussia Road

Radnor

PA

19087-5235

Leased

No

DVA Healthcare of Pennsylvania, Inc.

Paris

32 Steubenville Pike

Paris

PA

15021-8529

Leased

No

DVA Healthcare of Pennsylvania, Inc.

Philadelphia Market Street

3701 Market Street

Philadelphia

PA

19104-5503

Leased

No

DVA Healthcare of Pennsylvania, Inc.

Philadelphia PMC

3817-39 Market Street

Philadelphia

PA

19104-3145

Leased

No

DVA Healthcare of Pennsylvania, Inc.

Philadelphia 42nd Street

4126-38 Walnut Street

Philadelphia

PA

19104-3511

Leased

No

DVA Healthcare of Pennsylvania, Inc.

Pittsburg

4312 Penn Avenue

Pittsburg

PA

15224-1310

Leased

No

DVA Healthcare of Pennsylvania, Inc.

Philadelphia Pmc

51 North 39th Street

Philadelphia

PA

19104-3145

Leased

No

DVA Healthcare Renal Care, Inc.

Elkins Park

1000 Easton Rd

Cheltenham

PA

19095-2934

Leased

No

DVA Healthcare Renal Care, Inc.

Northumberland

101 West State Route 61

Mt. Carmel

PA

17851-2539

Leased

No

DVA Healthcare Renal Care, Inc.

Selinsgrove

1030 North Susquehanna Trail

Selinsgrove

PA

17870-7767

Leased

No

DVA Healthcare Renal Care, Inc.

Jefferson

14 Clairton Boulevard

Pittsburgh

PA

15236-3911

Leased

No

DVA Healthcare Renal Care, Inc.

Cobbs Creek

1700 South 60th Street

Philadelphia

PA

19142-1404

Leased

No

DVA Healthcare Renal Care, Inc.

Meadville

19050 Park Avenue Plaza

Meadville

PA

16335-4012

Leased

No

DVA Healthcare Renal Care, Inc.

Mckeesport

2001 Lincoln Way, Oak Park Mall

Mckeesport

PA

15131-2419

Leased

No

DVA Healthcare Renal Care, Inc.

Elizabeth

201 Mckeesport Road

Elizabeth

PA

15037-1623

Leased

No

DVA Healthcare Renal Care, Inc.

Homestead

207 West 7th Avenue

West Homestead

PA

15120-1002

Leased

No

DVA Healthcare Renal Care, Inc.

Corry

300 York Street

Corry

PA

16407-1420

Leased

No

DVA Healthcare Renal Care, Inc.

Erie

350 East Bayfront Pkway

Erie

PA

16507-2410

Leased

No

DVA Healthcare Renal Care, Inc.

Abington

3940 Commerce Avenue

Willow Grove

PA

19090-1705

Leased

No

DVA Healthcare Renal Care, Inc.

Roxborough

5003 Umbria Street

Philadelphia

PA

19128-4301

Leased

No

DVA Healthcare Renal Care, Inc.

Roxborough Dialysis

5003 Umbria Street

Philadelphia

PA

19127

Owned

No

 

Sch 4.8-73

---

DVA Healthcare Renal Care, Inc.

Bradford

665 East Main Street

Bradford

PA

16701-1816

Leased

Yes

DVA Healthcare Renal Care, Inc.

West Philadelphia

7607-7609 Lindbergh Boulevard

Philadelphia

PA

19153-2301

Leased

No

DVA Healthcare Renal Care, Inc.

Huntingdon Valley

769 Huntingdon Pike

Philadelphia

PA

19006-8362

Leased

No

DVA Healthcare Renal Care, Inc.

Elizabethtown

844 North Hanover Street

Elizabethtown

PA

17022-1303

Leased

No

DVA Healthcare Renal Care, Inc.

Clearfield

Sj Waterworth Med Bldg

Clearfield

PA

16830-3061

Leased

No

DVA Healthcare Renal Care, Inc.

Waverly

Waverly Square

Morton

PA

19070-1042

Leased

No

DVA Renal Healthcare, Inc.

Avanti Group Office

447 West Moreland Drive

Willow Grove

PA

19355

Leased

Yes

DVA Renal Healthcare, Inc.

Team Avanti Group Office

676 Swedesford Rd

Wayne

PA

19355

Leased

Yes

Etowah Dialysis, LLC

St. Luke’s Quakertown

1021 Park Avenue

Quakertown

PA

18951-1573

Leased

No

Etowah Dialysis, LLC

St. Luke’s Bethlehem

1425 8th Ave.

Bethlehem

PA

18018-2256

Leased

No

Etowah Dialysis, LLC

St. Luke’s Allentown

1736 Hamilton Blvd

Allentown

PA

18104-5656

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Memphis Street

3310 - 28 Memphisstreet

Philadelphia

PA

19134-4510

Leased

No

ISD Renal, Inc. fka DSI Renal, Inc.

Northern Philadelphia Dialysis (P244)

5933 Broad Street

Philadelphia

PA

19141

Owned

No

Kimball Dialysis, LLC

Moosic

3409 Birney Avenue

Moosic

PA

18507-1505

Leased

No

Kimball Dialysis, LLC

Scranton

920 South Washington Ave

Scranton

PA

18505-3810

Leased

No

Landing Dialysis, LLC

Bayview Home Training

2563 W 8th

Erie

PA

16505-4430

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Lehigh

2014 City Line Rd

Bethlehem

PA

18017-2126

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Pittsburgh

2030 Ardmore Boulevard, 2 Parkway Center East Bldg Suite 125

Pittsburgh

PA

15221-4652

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Philadelphia 2a

235-237 North Broad Street

Philadelphia

PA

19107-1511

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Philadelphia

250 Yorktown Plaza

Elkins Park

PA

19027-1424

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Johnstown

344 Budfield Street

Johnstown

PA

15904-3214

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Ebensburg

429 Manor Drive, Ste 6

Ebensburg

PA

15931-4917

Leased

No

Physicians Dialysis Acquisitions, Inc.

Pdi Walnut Towers

830 Walnut Street

Philadelphia

PA

19107-5109

Leased

Yes

Physicians Dialysis of Lancaster, LLC

Pdi Lancaster

1412 E. King Street

Lancaster

PA

17602-3240

Leased

No

Physicians Dialysis of Lancaster, LLC

Manhiem Pike

1650 Manheim Pike

Lancaster

PA

17601-3056

Leased

No

Physicians Dialysis of Lancaster, LLC

Suburban Campus

2100 Harrisburg Pike

Lancaster

PA

17601-2644

Leased

No

Physicians Dialysis of Lancaster, LLC

Pdi Ephrata

67 West Church St

Stevens

PA

17578-9203

Leased

No

 

Sch 4.8-74

---

Pittsburgh Dialysis Partners, LLC

Monroeville

2690 Monroeville Blvd

Monroeville

PA

15146-2302

Leased

No

Pittsburgh Dialysis Partners, LLC

Pittsburgh

401 Liberty Ave

Pittsburgh

PA

15235-3337

Leased

No

Pittsburgh Dialysis Partners, LLC

Bloomfield-Pittsburg

5171 Liberty Ave

Pittsburg

PA

15224-2254

Leased

No

Pittsburgh Dialysis Partners, LLC

Pittsburg At Home

5171 Liberty Ave

Pittsburg

PA

15224-2254

Leased

No

Pittsburgh Dialysis Partners, LLC

Bethel Park

60 Highland Ave

Bethel Park

PA

15102-1806

Leased

Yes

Pittsburgh Dialysis Partners, LLC

East End Pittsburgh

7714 Penn Avenue

Pittsburgh

PA

15221

Leased

No

Pittsburgh Dialysis Partners, LLC

Harmarville

791 Freeport Road

Cheswick

PA

15024-1201

Leased

No

Prineville Dialysis, LLC

Eagle Valley

166 Eagle’s Glen Plaza

East Stroudsburg

PA

18301-1349

Leased

No

Prineville Dialysis, LLC

Pocono Home

3361 Route 611

Bartonsville

PA

18321-7821

Leased

No

Red Willow Dialysis, LLC

Willow Grove

1849 Davisville Road

Willow Grove

PA

19090-4111

Leased

No

Red Willow Dialysis, LLC

Castor

7198 Castor Ave

Philadephia

PA

19149-1105

Leased

No

Red Willow Dialysis, LLC

Warminster

720 Johnsville Blvd

Warminster

PA

18974-3546

Leased

No

Renal Life Link, Inc

Childs

101 South Main Street

Childs

PA

18407-2614

Leased

No

Renal Life Link, Inc

Dunmore

1212 O’Neil Highway

Dunmore

PA

18512-1717

Leased

No

Renal Life Link, Inc

Old Forge

325 S. Main Street

Old Forge

PA

18518-1677

Leased

No

Renal Life Link, Inc

Scranton

475 Morgan Highway

Scranton

PA

18508-2605

Leased

No

Renal Life Link, Inc

Tunkhannock

5950 Sr 6

Tunkhannock

PA

18657-7905

Leased

No

Renal Treatment Center-Northeast, Inc.

Upland

1 Medical Center Boulevard

Upland

PA

19013-3902

Leased

No

Renal Treatment Center-Northeast, Inc.

Mt.Pocono

100 Community Drive, Ste 106

Tobyhanna

PA

18466-8986

Leased

No

Renal Treatment Center-Northeast, Inc.

Jennersville

10111 West Baltimore Pike, Suite #107

West Grove

PA

19390-9446

Leased

No

Renal Treatment Center-Northeast, Inc.

South Philadelphia

109 Dickenson Street

Philadelphia

PA

19147-6107

Leased

No

Renal Treatment Center-Northeast, Inc.

South Philadelphia II - Pa

1172-74 S Broad Street

Philadelphia

PA

19146-3142

Leased

No

Renal Treatment Center-Northeast, Inc.

Palmerton

185c Delaware Avenue

Palmerton

PA

18071-1716

Leased

No

Renal Treatment Center-Northeast, Inc.

Palmer

30 Community Drive

Easton

PA

18045-2658

Leased

No

Renal Treatment Center-Northeast, Inc.

Thorndale

3243 E. Lincoln Highway

Thorndale

PA

19372-1012

Leased

No

Renal Treatment Center-Northeast, Inc.

Pocono

447 Office Plaza, 100 Plaza Ct Suite B

East Stroudsburg

PA

18301-8258

Leased

No

Renal Treatment Center-Northeast, Inc.

NE Philadelphia

518 Knorr Street

Philadelphia

PA

19111-4604

Leased

No

Renal Treatment Center-Northeast, Inc.

Lewistown

611 Electric Avenue

Lewiston

PA

17044-1128

Leased

No

 

Sch 4.8-75

---

Renal Treatment Center-Northeast, Inc.

Camp Hill

Plaza 21 Bldg, 1st Floor

Camp Hill

PA

17011-2223

Leased

No

Renal Treatment Center-Northeast, Inc.

Upland

Professional Office Building II

Chester

PA

19013-3902

Leased

No

Renal Treatment Centers, Inc.

Berwyn Business Office

2476 Swedesford Road

Malvern

PA

19355-1456

Leased

No

Riddle Dialysis, LLC

Riddle

100 Granite Drive

Media

PA

19063-5134

Leased

No

Sahara Dialysis, LLC

Cheltenham

133-135 Cheltenham Avenue

Cheltenham

PA

19012-1301

Leased

No

Total Renal Care, Inc.

Franklin

101 Public Ledger Building

Philadelphia

PA

19106-3413

Leased

No

Total Renal Care, Inc.

Delaware Valley

102 Davita Drive

Milford

PA

18337-9390

Leased

Yes

Total Renal Care, Inc.

Thorn Run

1136 Thorn Run Rd

Moon Township

PA

15108-4301

Leased

Yes

Total Renal Care, Inc.

Lincoln Way

1303 Lincoln Way

White Oak

PA

15131-1603

Leased

No

Total Renal Care, Inc.

Allegheny Valley

1620 Pacific Ave

Natrona Heights

PA

15065-2101

Leased

Yes

Total Renal Care, Inc.

Erie

1641 Sassafras Street

Erie

PA

16502-1858

Leased

No

Total Renal Care, Inc.

Fayette County

201 Mary Higginson Lane

Uniontown

PA

15401-2658

Leased

No

Total Renal Care, Inc.

Somerset County

229 South Kimberly Ave

Somerset

PA

15501-2022

Leased

No

Total Renal Care, Inc.

Broomall

2835 West Chester Pike

Broomall

PA

19008-1833

Leased

No

Total Renal Care, Inc.

Franklin At Home

301 Callowhill St

Philadelphia

PA

19123-4117

Leased

No

Total Renal Care, Inc.

University City

3020-52 Market St

Philadelphia

PA

19104-2999

Leased

No

Total Renal Care, Inc.

Callowhill

309-315 Callowhill Street

Philadelphia

PA

19123-4103

Leased

No

Total Renal Care, Inc.

Budfield Street

350 Budfield St.

Johnstown

PA

15904-3214

Leased

No

Total Renal Care, Inc.

Lebanon County

440 Oak Street

Lebanon

PA

17042-6243

Leased

No

Total Renal Care, Inc.

Drexel

449 North Broad St

Philadelphia

PA

19123-3628

Leased

No

Total Renal Care, Inc.

Dnvo-Fairmount

4508 City Line Avenue

Philadelphia

PA

19131-1509

Leased

Yes

Total Renal Care, Inc.

State College

500 Science Park Drive

State College

PA

16803-2218

Leased

No

Total Renal Care, Inc.

St. Mary

60 Blacksmith Road

Newtown

PA

18940-1847

Leased

No

Total Renal Care, Inc.

Quincy Ave

700 Quincy Avenue

Scranton

PA

18510-1724

Leased

No

Total Renal Care, Inc.

Oak Springs

764 Locust Dr.

Washington

PA

15301-2756

Leased

No

Total Renal Care, Inc.

Westtown

800 E. Market Street

West Chester

PA

19382-8902

Leased

No

Total Renal Care, Inc.

Frackville

801 Schuylkill Mall

Frackville

PA

17931-2524

Leased

No

Total Renal Care, Inc.

North Side

930 Madison Ave

Pittsburgh

PA

15212-4937

Leased

No

Total Renal Care, Inc.

Oxford Court

930 Town Drive

Langehorne

PA

19047-4260

Leased

No

Total Renal Care, Inc.

Grant One

9475 Roosevelt Blvd

Philadelphia

PA

19114-2212

Leased

No

 

Sch 4.8-76

---

Total Renal Care, Inc.

Honesdale

Stourbridge Mall

Honesdale

PA

18431-1459

Leased

Yes

Total Renal Care, Inc.

Warren

Two Crescent Park West

Warren

PA

16365-2111

Leased

Yes

Wooten Dialysis, LLC

Carlisle

419 Village Drive

Carlisle

PA

17015-6943

Leased

No

MGD-Medical Practice (Lifeline)

Lf-San Juan

Hospital Auxilo Mutuo, Avenida Ponce De Leon Parada 37 1/2

San Juan

PR

918

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Mayaguez

Office Park II, 357 Ave Hostos Suite 203

Mayaguez

PR

00680-1507

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

North Providence

1635 Mineral Spring Avenue

North Providence

RI

02904-4025

Leased

No

Curlew Dialysis, LLC

McColl

3595 Hwy 15-401 E

McColl

SC

29570-5918

Leased

No

DVA Healthcare Renal Care, Inc.

South Orangeburg2

1080 Summers Ave

Orangeburg

SC

29115-4920

Leased

No

DVA Healthcare Renal Care, Inc.

Greenwood

109 Overland Drive

Greenwood

SC

29646-4053

Leased

No

DVA Healthcare Renal Care, Inc.

Lancaster County

1100 West Meeting Street

Lancaster

SC

29720-2251

Leased

No

DVA Healthcare Renal Care, Inc.

North Orangeburg

124 Fire Tower Rd

Orangeburg

SC

29118-1443

Leased

No

DVA Healthcare Renal Care, Inc.

Allendale County

1241 Boundary Street West

Fairfax

SC

29827-3611

Leased

No

DVA Healthcare Renal Care, Inc.

Santee

228 Bradford Blvd

Santee

SC

29142-8677

Leased

No

DVA Healthcare Renal Care, Inc.

Walterboro

302 Ruby Street

Walterboro

SC

29488-2758

Leased

No

DVA Healthcare Renal Care, Inc.

Central Bamberg

67 Sunset Drive

Bamberg

SC

29003-1181

Leased

No

DVA Healthcare Renal Care, Inc.

Aiken

775 Medical Park Drive

Aiken

SC

29801-6306

Leased

No

DVA Renal Healthcare, Inc.

Pageland

505a South Pearl Street

Pageland

SC

29728-2222

Leased

No

Givhan Dialysis, LLC

Cypress Gardens

526 Broad Street

Sumter

SC

29150-3306

Leased

No

Jedburg Dialysis, LLC

Jedburg

2897 W 5th North St

Summerville

SC

29483-9674

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

DPC Netherby Clinic

5401 Netherby Lane

North Charleston

SC

29420-7363

Leased

No

Pointe Dialysis, LLC

West Ashley

1964 Ashley River Road

Charleston

SC

29407-4737

Leased

No

Renal Treatment Centers-Southeast, LP

Clemson

7703 Highway 76

Pendleton

SC

29670-1818

Leased

No

Shoals Dialysis, LLC

Bluffton

Lot S-2

Bluffton

SC

29909-7547

Leased

No

Total Renal Care, Inc.

Hartsville

1015 South 4th Street

Hartsville

SC

29550-5791

Leased

Yes

Total Renal Care, Inc.

Goose Creek

109 Greenland Drive

Goose Creek

SC

29445-5354

Leased

No

Total Renal Care, Inc.

Ridgeland

112 Weathersbee Street

Ridgeland

SC

29936-9514

Leased

No

Total Renal Care, Inc.

Market Commons

1350 Farrow Parkway, Suite 100

Myrtle Beach

SC

29577-1668

Leased

No

 

Sch 4.8-77

---

Total Renal Care, Inc.

Pamplico

1520 Flag Drive

Florence

SC

29505-6012

Leased

Yes

Total Renal Care, Inc.

Fort Mill

1975 Carolina Place

Ft. Mill

SC

29708-6922

Leased

No

Total Renal Care, Inc.

Greer

211 Village Drive

Greer

SC

29651-1238

Leased

No

Total Renal Care, Inc.

Low Country Home Training

25 Hospital Center Blvd.

Hilton Head

SC

29926-2735

Leased

Yes

Total Renal Care, Inc.

Greenville West End

297 Pete Hollis Blvd.

Greenville

SC

29601-1143

Leased

No

Total Renal Care, Inc.

Fountain Inn

298 Chapman Rd

Fountain Inn

SC

29644-6129

Leased

No

Total Renal Care, Inc.

Upstate

308 Mills Ave

Greenville

SC

29605-4022

Leased

No

Total Renal Care, Inc.

Palmetto

317 Professional Park Rd

Clinton

SC

29325-7625

Leased

No

Total Renal Care, Inc.

Greer South

3254 Brushy Creek Road

Greer

SC

29650-1000

Leased

No

Total Renal Care, Inc.

Faber Place

3801 Faber Place Drive

North Charleston

SC

29405-8533

Leased

No

Total Renal Care, Inc.

Myrtle Beach

3919 Mayfair Street

Myrtle Beach

SC

29577-5773

Leased

No

Total Renal Care, Inc.

North Charleston

4937 Fargo St.

North Charleston

SC

29406-6054

Leased

No

Total Renal Care, Inc.

Gaston

5224 Highway 321

Gaston

SC

29053-9194

Leased

No

Total Renal Care, Inc.

Longs

90 Cloverleaf Dr

Longs

SC

29568-9262

Leased

No

Total Renal Care, Inc.

Abbeville

904 W Greenwood St

Abbeville

SC

29620-5687

Leased

No

Total Renal Care, Inc.

Rosebud

1 Soldier Creek Rd., Po Box 950

Rosebud

SD

57570-0610

Leased

No

Total Renal Care, Inc.

Sioux Falls

2210 W. 69th Street

Sioux Falls

SD

57108-5600

Leased

No

Total Renal Care, Inc.

Mitchell

525 North Foster

Mitchell

SD

57301-2966

Leased

No

Total Renal Care, Inc.

Mitchell Dialysis

Lot 2 Menard’s Addition

Mitchell

SD

57301-2966

Leased

No

Capelville Dialysis, LLC

Capelville

7008 E Shelby Dr

Memphis

TN

38125-3416

Leased

No

Cerito Dialysis Partners, LLC

Wolf River

7990 Trinity Place

Cordova

TN

38018-7731

Leased

No

DVA Healthcare Renal Care, Inc.

Tipton County

107 Tennessee Avenue

Covington

TN

38019-3902

Leased

No

DVA Healthcare Renal Care, Inc.

Dyersburg

1575 Parr Avenue

Dyersburg

TN

38024-3151

Leased

No

DVA Renal Healthcare, Inc.

Whitebridge

103 Whitebridge Road

Nashville

TN

37209-4539

Leased

No

DVA Renal Healthcare, Inc.

Memphis South

1205 Marlin Road

Memphis

TN

38116-5812

Leased

No

DVA Renal Healthcare, Inc.

Murfreesboro

1346 Dow Street

Murfreesboro

TN

37130-2470

Leased

No

DVA Renal Healthcare, Inc.

GHc-Columbia

1705 Grove Street

Columbia

TN

38401

Leased

No

DVA Renal Healthcare, Inc.

Nasville Home

1919 Charlotte Ave

Nashville

TN

37203-2245

Leased

Yes

DVA Renal Healthcare, Inc.

Lawrenceburg

2022 North Locust Avenue

Lawrenceburg

TN

38464-2336

Leased

No

 

Sch 4.8-78

---

DVA Renal Healthcare, Inc.

GHc-Clarksville

231 Hillcrest Drive

Clarksville

TN

37403-5093

Leased

No

DVA Renal Healthcare, Inc.

Sumner

300 Steam Plant Road

Gallatin

TN

37066-3019

Leased

No

DVA Renal Healthcare, Inc.

Cookeville

320 North Willow Ave

Cookeville

TN

38501-2337

Leased

No

DVA Renal Healthcare, Inc.

Williamson County

4211 South Carothers Road

Franklin

TN

37067-5936

Leased

No

DVA Renal Healthcare, Inc.

Dsi Corporate Office

424 Church St, Ste 1900

Nashville

TN

37027-7569

Leased

Yes

DVA Renal Healthcare, Inc.

Brentwood Corp Office

5200 Virginia Way

Brentwood

TN

37027-7569

Leased

No

DVA Renal Healthcare, Inc.

Cumberland

5500 Old Hickory Blvd

Hermitage

TN

37076-2576

Leased

No

DVA Renal Healthcare, Inc.

Memphis East

6029 Walnut Grove Road

Memphis

TN

38120-2112

Leased

Yes

DVA Renal Healthcare, Inc.

Brentwood Corp Office

800 Crescent Centre Drive

Franklin

TN

37027-7569

Leased

No

DVA Renal Healthcare, Inc.

Memphis Central

889 Linden Avenue

Memphis

TN

38126-2412

Leased

No

ISD Bartlett, LLC fka DSI Bartlett, LLC

Bartlett

2920 Covington Pike

Memphis

TN

38128-6007

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Renal Care Of Memphis Central

1331 Union Avenue

Memphis

TN

38104-7559

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Whitehaven

3420 Elvis Presley Boulevard

Memphis

TN

38116-3260

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Memphis Graceland

4180 Auburn Road

Memphis

TN

38116-6202

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Rc Of Memphis North

4913 Raleigh Commons Drive

Memphis

TN

38128-2485

Leased

No

Latrobe Dialysis, LLC

Smokie Mountain

101 Med Tech Parkway

Johnson City

TN

37604-4000

Leased

No

MGD-Medical Practice (Lifeline)

Lifeline Jackson

213 Sterling Farm Drive

Jackson

TN

38305-5727

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Memphis

2200 Union Avenue

Memphis

TN

38104-4205

Leased

No

Ripley Dialysis, LLC

Ripley

854 Highway 51 South

Ripley

TN

38063-5536

Leased

No

Sandlin Dialysis, LLC

Greenville

110 Heritage Ct

Greeneville

TN

37743-2081

Leased

No

Somerville Dialysis Center, LLC

Somerville

12485 Highway 64

Somerville

TN

38068-6029

Leased

No

Somerville Dialysis Center, LLC

SW Tennessee

9045 US Highway 64

Lakeland

TN

38002-8394

Leased

No

Tannor Dialysis, LLC

Farragut

111 S. Campbell Station Road

Farragut

TN

37934-2845

Leased

No

Tennessee Valley Dialysis Center, LLC

Tennessee Valley

107 Woodlawn Drive

Johnson City

TN

37604-6287

Leased

No

Tortugas Dialysis, LLC

State Line

2049 East Shelby Drive

Memphis

TN

38116-7639

Leased

No

Total Renal Care, Inc.

Etowah

109 Grady Road

Etowah

TN

37331-1903

Leased

No

Total Renal Care, Inc.

Pickwick

112 N Pickwick

Savannah

TN

38372-1953

Leased

No

Total Renal Care, Inc.

Morristown

120 Pearce Drive

Morristown

TN

37814-3649

Leased

No

Total Renal Care, Inc.

Sparta

150 Sam Walton Drive

Sparta

TN

38583-8818

Leased

No

 

Sch 4.8-79

---

Total Renal Care, Inc.

Camden

166 West Main Street

Camden

TN

38320-1767

Leased

No

Total Renal Care, Inc.

Memphis Southeast

1805 Moriah Woods Boulevard

Memphis

TN

38117-7119

Leased

No

Total Renal Care, Inc.

Memphis Downtown

2076 Union Avenue

Memphis

TN

38104-4138

Leased

No

Total Renal Care, Inc.

Stonegate

217 Sterling Farms Dr.

Jackson

TN

38305-5727

Leased

Yes

Total Renal Care, Inc.

Humboldt

2214 Osborne Avenue

Humboldt

TN

38343-3044

Leased

No

Total Renal Care, Inc.

Selmer

251 Oak Grove Road

Selmer

TN

38375-1881

Leased

No

Total Renal Care, Inc.

Knoxville

2909 East Magnolia Ave

Knoxville

TN

37914-4516

Leased

No

Total Renal Care, Inc.

Clarksville North

3071 Clay Lewis Rd

Clarksville

TN

37040-5141

Leased

No

Total Renal Care, Inc.

Livingston

308 Oak St

Livingston

TN

38570-1729

Leased

No

Total Renal Care, Inc.

Memphis Midtown

3430 Summer Ave

Memphis

TN

38122-3610

Leased

No

Total Renal Care, Inc.

Brownsville

380 Dupree

Brownsville

TN

38012-2332

Leased

No

Total Renal Care, Inc.

Lexington

390 S Broad St

Lexington

TN

38351-2257

Leased

No

Total Renal Care, Inc.

Jackson

46 Harts Bridge Road West

Jackson

TN

38301-7512

Leased

No

Total Renal Care, Inc.

Appalachian

503 Elm Ave

New Tazewell

TN

37825-7525

Leased

No

Total Renal Care, Inc.

Bolivar

515 Pecan Drive

Bolivar

TN

38008-1611

Leased

No

Total Renal Care, Inc.

Smyrna

537 Stonecrest Pkwy

Smyrna

TN

37167-6884

Leased

Yes

Total Renal Care, Inc.

Clinch River

702 North Main St

Clinton

TN

37716-3143

Leased

No

Total Renal Care, Inc.

Blount

714 East Harper Ave

Maryville

TN

37804-4028

Leased

No

Total Renal Care, Inc.

Collierville

791 West Popular Avenue

Collierville

TN

38017-2543

Leased

No

Total Renal Care, Inc.

Tiptonville

795 Hamra Street

Tiptonville

TN

38079-1663

Leased

No

Total Renal Care, Inc.

Millington

8510 New Wilkinsonville Rd

Millington

TN

38053-1537

Leased

No

Total Renal Care, Inc.

Knoxville Central - Tn

9141 Cross Park Dr

Knoxville

TN

37923-4557

Leased

No

Total Renal Care, Inc.

Galleria

9160 Highway 64

Memphis

TN

38002-4766

Leased

No

Total Renal Care, Inc.

Rocky Top

921 New Hwy 68

Sweetwater

TN

37874-2726

Leased

No

Alamosa Dialysis, LLC

Port Lavaca

1300 N Virginia St

Port Lavaca

TX

77979-2512

Leased

No

Astro, Hobby, West MT Renal Care Limited Partnership

Lone Star

8560 Monroe Road

Houston

TX

77061-4815

Leased

No

Austin Dialysis Centers, L.P.

Hill Country Dialysis Center of San Marcos

1250 Dacy Lane

Kyle

TX

78666-7407

Leased

No

Austin Dialysis Centers, L.P.

Waterloo

5310 Burnet Rd

Austin

TX

78756-2003

Leased

Yes

 

Sch 4.8-80

---

Austin Dialysis Centers, L.P.

South Austin

6114 South First Street

Austin

TX

78745-4008

Leased

No

Austin Dialysis Centers, L.P.

El Milagro

Fountain Park Plaza III Bldg., 2800 South Ih-35 Ste #120, 130, 133 & 136

Austin

TX

78704-5700

Leased

No

Austin Dialysis Centers, L.P.

Hill Country Of San Marcos

Tdc Plaza

San Marcos

TX

78666-7407

Leased

No

Bainbridge Dialysis, LLC

Fort Worth

1000 St. Louis Ave

Fort Worth

TX

76104-3377

Leased

No

Bannon Dialysis, LLC

McKiney North

5341 W. University

McKinney

TX

75071

Leased

No

Barnell Dialysis, LLC

Pine Park

3333 Bayshore Blvd

Pasadena

TX

77504-1952

Leased

No

Beacon Dialysis, LLC

Sugar Land Pd

1447 Highway 6

Sugar Land

TX

77478-5094

Leased

No

Bear Creek Dialysis Center, L.P.

Bear Creek

4978 N. Highway 6

Houston

TX

77084-5282

Leased

No

Belfair Dialysis, LLC

Harlingen

1629 Treasure Hills Blvd

Harlingen

TX

78550-8907

Leased

No

Bellevue Dialysis, LLC

Horizon

2222 Greenhouse Road

Houston

TX

77084

Leased

No

Bidwell Dialysis, LLC

North Plano

201 South Jupiter Road

Allen

TX

75002-3035

Leased

No

Brantley Dialysis, LLC

Ridgecrest

12249 Rojas Drive

El Paso

TX

79936-7750

Leased

No

Brownsville Kidney Center, Ltd.

Brownsville

2945 Central Boulevard

Brownsville

TX

78520-8958

Leased

No

Cascades Dialysis, LLC

Champions

4427 Fm 1960 W.

Houston

TX

77068-3409

Leased

No

Chadron Dialysis, LLC

Ace

14512 Lee Road

Humble

TX

77396-3425

Leased

No

Churchill Dialysis, LLC

Harlingen

2220 Haine Dr

Harlingen

TX

78550-8584

Leased

No

Churchill Dialysis, LLC

Raymondville

894 Farm To Market Road 3168

Raymondville

TX

78580-4519

Leased

No

Clayton Dialysis, LLC

North Arlington

642 Lincoln Square

Arlington

TX

76011-4896

Leased

No

Clifton Dialysis, LLC

South Shore Annex (FKA Clear Lake)

16750 Highway 3

Webster

TX

77598-2000

Leased

No

Dallas-Fort Worth Nephrology II, LLC

Garland

776 E Centerville Rd

Garland

TX

75041-4640

Leased

No

Dallas-Fort Worth Nephrology, L.P.

Arlington

1250 E. Pioneer Parkway

Arlington

TX

76010-6423

Leased

No

Dallas-Fort Worth Nephrology, L.P.

Grapevine

1600 W North Highway

Grapevine

TX

76051-8131

Leased

No

Dallas-Fort Worth Nephrology, L.P.

Grapevine Dialysis

1651 W. North Highway

Grapevine

TX

76051-8131

Leased

No

DaVita EL Paso East, L.P.

Labamba

11989 Pellicano Drive

El Paso

TX

79936-6287

Leased

No

DaVita Rx, LLC

Davita Rx Texas

1234 Lakeshore Drive

Coppell

TX

75019-4971

Leased

No

Diablo Dialysis, LLC

Lubbock

1923 Marsha Sharp Freeway

Lubbock

TX

79415-4036

Leased

No

Dialysis Specialists of Dallas, Inc.

Brookriver

8101 North Brookriver Drive

Dallas

TX

75247-4003

Leased

No

 

Sch 4.8-81

---

Downtown Houston Dialysis Center, L.P.

Downtown Houston

2207 Crawford Street

Houston

TX

77002-8915

Leased

No

DVA Healthcare Renal Care, Inc.

Sagemont

10851 Scarsdale Blvd

Houston

TX

77089-5738

Leased

No

DVA Healthcare Renal Care, Inc.

San Jacinto

11430 East Freeway # 330

Houston

TX

77029-1959

Leased

No

DVA Healthcare Renal Care, Inc.

Pearsall

1305 North Oak

Pearsall

TX

78061-3414

Leased

No

DVA Healthcare Renal Care, Inc.

Southwest San Antonio

1620 Somerset Road

San Antonio

TX

78211-3021

Leased

No

DVA Healthcare Renal Care, Inc.

San Antonio West

4530 Callaghan Road

San Antonio

TX

78228

Leased

No

DVA Healthcare Renal Care, Inc.

Kerrville

515 Granada Place

Kerrville

TX

78028-5992

Leased

No

DVA Healthcare Renal Care, Inc.

Central Houston

610 South Wayside, #B

Houston

TX

77011-4605

Leased

No

DVA Healthcare Renal Care, Inc.

Houston

7543 South Freeway

Houston

TX

77021-5928

Leased

No

DVA Healthcare Renal Care, Inc.

Channelview

777 Sheldon Road

Channelview

TX

77530-3509

Leased

No

DVA Healthcare Renal Care, Inc.

Houston

900 South Loop West, Suites 100 & 110

Houston

TX

77021-5928

Leased

No

DVA Renal Healthcare, Inc.

GHc-Katy JV

1265 Rock Canyon Road

Katy

TX

77450-3831

Leased

No

DVA Renal Healthcare, Inc.

Reliant

1335 La Concha

Houston

TX

77054-1809

Leased

No

DVA Renal Healthcare, Inc.

Rock Prairie Road

1605 Rock Prairie Road

College Station

TX

77845-8358

Leased

No

DVA Renal Healthcare, Inc.

Mainland

2600 Gulf Freeway

La Marque

TX

77568-4922

Leased

No

DVA Renal Healthcare, Inc.

Brenham

2815 Highway 36 S

Brenham

TX

77833-8143

Leased

No

DVA Renal Healthcare, Inc.

Huntsville

521 I-45 South

Huntsville

TX

77340-5651

Leased

No

DVA Renal Healthcare, Inc.

Island

5920 Broadway

Galveston

TX

77551-4305

Leased

No

DVA Renal Healthcare, Inc.

Bryan

701 University Drive East

College Station

TX

77840-1866

Leased

No

DVA Renal Healthcare, Inc.

North Loop East

7135 North Loop East

Houston

TX

77028-5903

Leased

No

DVA Renal Healthcare, Inc.

Eagle Div Office

731 Carnoustie Dr.

San Antonio

TX

78258-4294

Leased

No

Dworsher Dialysis, LLC

Green Oak

1420-1450 Kingwood Drive

Kingwood

TX

77339-3040

Leased

No

East Houston Kidney Center, L.P.

Jacinto

11515 Market Street

Jacinto City

TX

77029-2305

Leased

No

Elgin Dialysis, LLC

Dumas

107 Binkley Ave.

Dumas

TX

79029-3825

Leased

No

Elgin Dialysis, LLC

Muleshoe

1100 West Avenue J.

Muleshoe

TX

79347-4424

Leased

No

Elgin Dialysis, LLC

Colorado City

1546 Chestnut St.

Colorado City

TX

79512-3925

Leased

No

Elgin Dialysis, LLC

Fort Stockton

387 W. Ih-10, Suite B

Fort Stockton

TX

79735-2700

Leased

No

Elgin Dialysis, LLC

Brownfield

710 East Felt St.

Brownfield

TX

79316-3440

Leased

No

Gertrude Dialysis, LLC

Grand Prairie

402 N Carrier, Suite 102

Grand Prairie

TX

75050-5426

Leased

No

 

Sch 4.8-82

---

Glacier Dialysis, LLC

North Park

324 Fm 1960 Road E

Houston

TX

77073-1887

Leased

No

Golden Dialysis, LLC

Balch Springs

12001 Elam Road

Balch Springs

TX

75180-2822

Leased

No

Great Dialysis, LLC

McKinney

4717 Medical Center Drive

Mckinney

TX

75069-1870

Leased

No

Headlands Dialysis, LLC

Southwest Fort Worth

5832 Hulen Street

Fort Worth

TX

76132-2684

Leased

No

Higbee Dialysis, LLC

Cottage

1902 Hospital Blvd

Gainesville

TX

76240-2008

Leased

No

Hochatown Dialysis, LLC

Odessa

6005 Eastridge Rd

Odessa

TX

79762-5019

Leased

No

Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership

Northwest Houston

11029 N.W. Freeway

Houston

TX

77092-7305

Leased

No

Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership

North Houston Kidney

380 West Little York Rd.

Houston

TX

77076-1303

Leased

No

Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership

Cypress Station

72 Fm 1960 West

Houston

TX

77090-3538

Leased

No

Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership

Houston Kidney Center Southwest

9980 W Sam Houston Parkway S.

Houston

TX

77099-5104

Leased

No

Hunts Dialysis, LLC

Round Rock

1800 Round Rock

Round Rock

TX

78681

Leased

No

ISD Corpus Christi, LLC (fka DSI Corpus Christi, LLC)

Greenwood Holly

1533 Holly Road

Corpus Christi

TX

78417-2010

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Riverside Renal

13434 Leopard Street

Corpus Christi

TX

78410-4466

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Beeville

1950 Nw. Frontage

Beeville

TX

78102-2954

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Morgan Avenue

2222 S Morgan Avenue

Corpus Christi

TX

78405-1992

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Alice

2345 Alice Regional Boulevard

Alice

TX

78332-7291

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Edinburg

3894 S Jackson Rd

Edinburg

TX

78539-6676

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Dc Of Mcallen

411 Lindberg Avenue

Mcallen

TX

78501-2921

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

South Texas

4300 S Padre Island Drive

Corpus Christi

TX

78411-4433

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Dialysis Care Of Greenville

4805 Wesley Street

Greenville

TX

75401-5649

Leased

Yes

 

Sch 4.8-83

---

ISD Renal, Inc fka DSI Renal, Inc.

Weslaco

910 S Utah Avenue

Weslaco

TX

78596-4270

Leased

No

Kearn Dialysis, LLC

Georgetown

201 Fm 971

Georgetown

TX

78626-4546

Leased

No

Lathrop Dialysis, LLC

North Fort Worth

3812 Belknap

Fort Worth

TX

76111-6012

Leased

No

Madison Dialysis, LLC

Balcones

11150 Research Boulevard

Austin

TX

78759

Leased

No

Manchester Dialysis, LLC

Southeast Fort Worth

3845-3851 E. Loop 820 S

Fort Worth

TX

76119

Leased

No

Memorial Dialysis Center, L.P.

Memorial II

11621 Katy Freeway

Houston

TX

77079-1801

Leased

No

Mendocino Dialysis, LLC

North Conroe

3211 Interstate 45 North

Conroe

TX

77304-2180

Leased

No

MGD-Medical Practice (Lifeline)

Lifeline El Paso 2

11989 Pellicano Dr.

El Paso

TX

79936-6288

Leased

No

MGD-Medical Practice (Lifeline)

Lf Dallas

1222 N. Bishop Avenue

Dallas

TX

75208-4178

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Sw Nephrology Of Houston

1570 S Dairy Ashford St

Houston

TX

77077-3820

Leased

No

MGD-Medical Practice (Lifeline)

Lf-San Antonio

7114 San Pedro

San Antonio

TX

78216-6218

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Houston 1 North

7272 North Shepherd, Bldg. B

Houston

TX

77091-2435

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Tyler

807 East First Street

Tyler

TX

75701-3304

Leased

No

Minam Dialysis, LLC

Amarillo

8604 South Coulter

Amarillo

TX

79119-7379

Leased

No

Mission Dialysis Services, LLC

Denton

Unicorn Lake Boulevard at Shoreline Dr

Denton

TX

76201

Leased

No

Moncrief Dialysis Center/Total Renal Care Limited Partnership

Moncrief Partners

800 West 34th Street, Suite #101

Austin

TX

78705-1144

Leased

Yes

Nolia Dialysis, LLC

Saginaw

900 N. Bluemound Rd.

Saginaw

TX

76131-8828

Leased

No

North Austin Dialysis, LLC

Cedar Park

1702 East Whitestone

Cedar Park

TX

78613-7640

Leased

No

Oasis Dialysis, LLC

Binz

1213 Hermann Dr

Houston

TX

77004-7018

Leased

No

Peaks Dialysis, LLC

West Oaks

14800 Westheimer Road, Suite A

Houston

TX

77082

Leased

No

Pfeiffer Dialysis, LLC

West Houston

12051 Westpark Drive

Houston

TX

77082-6604

Leased

No

Physicians Dialysis of Houston LLP

Pdi South Houston

5989 South Loop East

Houston

TX

77033-1017

Leased

No

Physicians Dialysis of Houston LLP

Pdi North Houston

7115 North Loop East

Houston

TX

77028-5948

Leased

No

Pike Dialysis, LLC

Sagemeadow

10923 Scarsdale Boulevard

Houston

TX

77089-6024

Leased

No

Pobello Dialysis, LLC

West Bellfort

21026 West Bellfort Street

Richmond

TX

77406-1685

Leased

No

Ponderosa Dialysis, LLC

Victory Lakes

3290 Gulf Freeway

League City

TX

77539-4542

Leased

No

Rayburn Dialysis, LLC

Midland

705 West Wadley Avenue

Midland

TX

79705-5351

Leased

No

 

Sch 4.8-84

---

Renal Clinic of Houston, LLC

Sealy

2242 Championship Drive

Sealy

TX

77474-8026

Leased

No

Renal Treatment Centers-Southeast, LP

Hearne Tx

106 Cedar St

Hearne

TX

77859-2523

Leased

No

Renal Treatment Centers-Southeast, LP

Cuero Lakeview

1105 E Broadway St

Cuero

TX

77954

Leased

No

Renal Treatment Centers-Southeast, LP

North Dallas

11886 Greenville Ave Suite 100d

Dallas

TX

75243-0584

Leased

Yes

Renal Treatment Centers-Southeast, LP

Granbury

1200 Paluxy Medical Circle

Granbury

TX

76048-5696

Leased

No

Renal Treatment Centers-Southeast, LP

Denison

1220 Reba McEntire Lane

Denison

TX

75020-9057

Leased

No

Renal Treatment Centers-Southeast, LP

Mid-Cities

125 Harwood Road

Hurst

TX

76054-3043

Leased

No

Renal Treatment Centers-Southeast, LP

Woodforest

12626 Woodforest

Houston

TX

77015-3425

Leased

No

Renal Treatment Centers-Southeast, LP

Central Plano-TX

1301 Custer Road

Plano

TX

75075

Leased

No

Renal Treatment Centers-Southeast, LP

Marshall Tx

1301 South Washington

Marshall

TX

75670-6215

Leased

No

Renal Treatment Centers-Southeast, LP

West Houston Home Center of Excellence

1319 West Sam Houston Parkway North, Suite 130

Houston

TX

77043

Leased

No

Renal Treatment Centers-Southeast, LP

Gonzales

1404 Sarah Dewitt Drive

Gonzales

TX

78629-2702

Leased

No

Renal Treatment Centers-Southeast, LP

Victoria

1405 Victoria Station

Victoria

TX

77901-3092

Leased

No

Renal Treatment Centers-Southeast, LP

Spring Branch

1425 Blalock

Houston

TX

77055-4446

Leased

No

Renal Treatment Centers-Southeast, LP

First Colony

1447 Hwy 6

Sugarland

TX

77478-5094

Leased

No

Renal Treatment Centers-Southeast, LP

Cypress Fairfield-TX

15103 Mason Road, Suite D5

Cypress

TX

77433

Leased

No

Renal Treatment Centers-Southeast, LP

Carrollton

1544 Valwood Parkway

Carrollton

TX

75006-8425

Leased

No

Renal Treatment Centers-Southeast, LP

Magnolia

17649 Fm 1488 Rd

Magnolia

TX

77354-5235

Leased

No

Renal Treatment Centers-Southeast, LP

Tc Jester

1800 W 26th St

Houston

TX

77008-1419

Leased

No

Renal Treatment Centers-Southeast, LP

Heb Dialysis Center

1809 Forest Ridge Road

Bedford

TX

76022-7961

Leased

Yes

Renal Treatment Centers-Southeast, LP

Fort Brown

2000 Boca Chica Boulevard

Brownsville

TX

78521

Leased

No

Renal Treatment Centers-Southeast, LP

Meridian

201 W Fairmont Parkway, Suite A

La Porte

TX

77571-6303

Leased

No

Renal Treatment Centers-Southeast, LP

Greatwood

20333 Southwest Freeway B

Sugarland

TX

77479-6183

Leased

No

Renal Treatment Centers-Southeast, LP

Sherman

205 West Lamberth Road

Sherman

TX

75092-2659

Leased

No

Renal Treatment Centers-Southeast, LP

Livingston

209 West Park Place

Livingston

TX

77351-7020

Leased

No

Renal Treatment Centers-Southeast, LP

Kingwood

2300 Green Oak Drive, Suite 500

Kingwood

TX

77339-2053

Leased

Yes

Renal Treatment Centers-Southeast, LP

Rockwall

2455 Ridge Rd

Rockwall

TX

75087-5530

Leased

No

Renal Treatment Centers-Southeast, LP

Gracias

2506-A W. Mount Houston Road

Houston

TX

77038

Leased

No

 

Sch 4.8-85

---

Renal Treatment Centers-Southeast, LP

Cedar Hill

270 E. Highway 67

Duncanville

TX

75137-4428

Leased

No

Renal Treatment Centers-Southeast, LP

Dallas Central Reuse

2703 W. Mockingbird Lane

Dallas

TX

75204-6223

Leased

No

Renal Treatment Centers-Southeast, LP

Tomball

27720-A Tomball Parkway

Tomball

TX

77375

Leased

Yes

Renal Treatment Centers-Southeast, LP

Spring II-TX

2828 FM 2920

Spring

TX

77090

Leased

No

Renal Treatment Centers-Southeast, LP

Kaufman

2851 Millennium Dr

Kaufman

TX

75142-8865

Leased

No

Renal Treatment Centers-Southeast, LP

Spring Creek

301 East Airline Rd

Victoria

TX

77901-3901

Leased

No

Renal Treatment Centers-Southeast, LP

Downtown Dallas

3515 Swiss Avenue

Dallas

TX

75204-6223

Leased

No

Renal Treatment Centers-Southeast, LP

Austin Music City

3601 Manor Rd

Austin

TX

78723-5816

Leased

No

Renal Treatment Centers-Southeast, LP

Longview

425 N. Fredonia St.

Longview

TX

75601-6464

Leased

No

Renal Treatment Centers-Southeast, LP

Baytown

4665 Garth Road

Baytown

TX

77521-2261

Leased

Yes

Renal Treatment Centers-Southeast, LP

Plano

481 Shiloh Rd

Plano

TX

75074-7231

Leased

No

Renal Treatment Centers-Southeast, LP

Conroe

500 Medical Center Blvd

Conroe

TX

77304-2899

Leased

No

Renal Treatment Centers-Southeast, LP

Gilmer

505 N Wood

Gilmer

TX

75644-7651

Leased

Yes

Renal Treatment Centers-Southeast, LP

Med Center

5610 Alameda Ave.

Houston

TX

77004

Leased

Yes

Renal Treatment Centers-Southeast, LP

Cleveland-Tx

600 E. Houston, Suite #630 Croley Center

Cleveland

TX

77327-4689

Leased

Yes

Renal Treatment Centers-Southeast, LP

Lufkin

603 Largent Street

Lufkin

TX

75904-3145

Leased

No

Renal Treatment Centers-Southeast, LP

Fort Worth Tx

6260 Southwest Blvd

Benbrook

TX

76109-6906

Leased

No

Renal Treatment Centers-Southeast, LP

West Park

6400 Southwest Freeway

Houston

TX

77074-2213

Leased

No

Renal Treatment Centers-Southeast, LP

Americas

715 N Americas Ave

El Paso

TX

79907-7003

Leased

No

Renal Treatment Centers-Southeast, LP

Eagle Central Registration

731 Carnoustie Dr

San Antonio

TX

78258-4294

Leased

No

Renal Treatment Centers-Southeast, LP

Southwest San Antonio

7515 Barlite Blvd

San Antonio

TX

78224-1311

Leased

No

Renal Treatment Centers-Southeast, LP

Med-Center At Home

7580 Fannin Professional Building, 7580 Fannin Suite 230

Houston

TX

77054-1939

Leased

No

Renal Treatment Centers-Southeast, LP

North Hills

7927 Grapevine Highway 26

North Richland Hills

TX

76180-7103

Leased

No

Renal Treatment Centers-Southeast, LP

Lake Cliff

805 N Beckley Ave

Dallas

TX

75203-1612

Leased

No

Renal Treatment Centers-Southeast, LP

North Houstons

8621 Fulton

Houston

TX

77022-2021

Leased

No

Renal Treatment Centers-Southeast, LP

Jersey Village

8787 Fallbrook Drive

Houston

TX

77064

Leased

No

Renal Treatment Centers-Southeast, LP

Pinecrest

913 Pinecrest Drive

Marshall

TX

75670-7309

Leased

Yes

 

Sch 4.8-86

---

Renal Treatment Centers-Southeast, LP

LA Central

916 Houston Street

Laredo

TX

78040-8015

Leased

No

Renal Treatment Centers-Southeast, LP

Omni

9350 Kirby Drive

Houston

TX

77054-2528

Leased

No

Renal Treatment Centers-Southeast, LP

Central Dallas

9500 North Central Expressway

Dallas

TX

75231-5139

Leased

No

Renal Treatment Centers-Southeast, LP

Mansfield

987 N. Walnut Creek Drive

Mansfield

TX

76063-8016

Leased

No

Renal Treatment Centers-Southeast, LP

Cross Timbers

Northline Commons

Houston

TX

77022-3604

Leased

No

Rickwood Dialysis, LLC

Richmond Tx

6952 Industrial Parkway

Rosenburg

TX

77471-5656

Leased

No

RMS Lifeline, Inc.

Lifeline Divisional

7607 Eastmark Drive

College Station

TX

60061-1450

Leased

No

Russell Dialysis, LLC

Wylie Tx

941 S. Westgate Way

Wylie

TX

75098-4947

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

Rivercenter

1123 North Main Avenue

San Antonio

TX

78212-4738

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

South San Antonio

1313 Se Military Drive #111

San Antonio

TX

78214-2850

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

Boerne

1361 Main Street

Boerne

TX

78006-2860

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

Marymont

2391 Ne Loop 410

San Antonio

TX

78217-5675

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

Southcross

4602 E Southcross

San Antonio

TX

78222-4911

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

NW Medical Center

5284 Medical Drive, Suite 135

San Antonio

TX

78229-4849

Leased

Yes

SAKDC-DaVita Dialysis Partners, L.P.

Floresville

543 10th Street

Floresville

TX

78114-3107

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

Downtown San Antonio

615 E. Quincy

San Antonio

TX

78215-1600

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

Seguin

618 E. Court Street

Seguin

TX

78155-5714

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

Live Oak

6700 Randolph Blvd, Ste 101

Live Oak

TX

78233-4222

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

Stone Oak

731 Carnoustie Drive

San Antonio

TX

78258

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

Las Palmas

803 Castroville Road, Suite 415

San Antonio

TX

78237-3148

Leased

Yes

SAKDC-DaVita Dialysis Partners, L.P.

New Braunfels

900 Loop 337 North

New Braunfels

TX

78130-3555

Leased

No

SAKDC-DaVita Dialysis Partners, L.P.

Floyd Curl San Antonio

9238 Floyd Curl

San Antonio

TX

78240-1691

Leased

Yes

SAKDC-DaVita Dialysis Partners, L.P.

San Antonio

9846 Westover Hills Blvd

San Antonio

TX

78251-4125

Leased

No

Santiam Dialysis, LLC

Houston Galleria

5923 Westheimer Road

Houston

TX

77057-7603

Leased

No

Shelby Dialysis, LLC

Cloverleaf

13535A I-10 East Freeway

Houston

TX

77015

Leased

No

South Shore Dialysis Center, L.P.

South Shore

212 Gulf Freeway, Suite G3

League City

TX

77573-3956

Leased

Yes

Springs Dialysis, LLC

Highland Village

2700 Village Pkwy

Highland Village

TX

75077-3286

Leased

No

Summit Dialysis Center, L.P.

Summit

3150 Polk Street

Houston

TX

77003-4631

Leased

No

Taylor Dialysis, LLC

Taylor

3100 West 2nd Street

Taylor

TX

76574

Leased

No

Teton Dialysis, LLC

Texas City Pd

13003 Delaney

La Marque

TX

77568-2506

Leased

No

 

Sch 4.8-87

---

The Woodlands Dialysis Center, LP

Woodlands

9303 Pinecroft Dr

The Woodlands

TX

77380-3178

Leased

No

Total Renal Care Texas Limited Partnership

Henderson

1002 Highway 79 North

Henderson

TX

75652-6008

Leased

Yes

Total Renal Care Texas Limited Partnership

Hanson

10655 Eastex Freeway

Houston

TX

77093-4323

Leased

No

Total Renal Care Texas Limited Partnership

Central City

1300 Murchison Dr. Suite #320

El Paso

TX

79902-4840

Leased

No

Total Renal Care Texas Limited Partnership

Pin Oak

1302 Pin Oak Road

Katy

TX

77494-6848

Leased

No

Total Renal Care Texas Limited Partnership

Central City

1310 Murchison Drive

El Paso

TX

79902-4840

Leased

No

Total Renal Care Texas Limited Partnership

Oak Cliff

2000 Llewelyn Avenue

Dallas

TX

75224-1804

Leased

No

Total Renal Care Texas Limited Partnership

Bonham

201 West 5th Street

Bonham

TX

75418-4302

Leased

No

Total Renal Care Texas Limited Partnership

River Park

2010 South Loop 336 West

Conroe

TX

77304-3313

Leased

No

Total Renal Care Texas Limited Partnership

Hillsboro

207 Nw I-35

Hillsboro

TX

76645-2658

Leased

No

Total Renal Care Texas Limited Partnership

Kilgore

209 Powder Horn

Kilgore

TX

75662-5554

Leased

No

Total Renal Care Texas Limited Partnership

Mesa Vista

2400 North Oregon

El Paso

TX

79902-3135

Leased

No

Total Renal Care Texas Limited Partnership

Lancaster

2424 W Pleasant Run Road

Lancaster

TX

75146-4005

Leased

No

Total Renal Care Texas Limited Partnership

Mission Hills

2700 North Stanton

El Paso

TX

79902-2500

Leased

No

Total Renal Care Texas Limited Partnership

Fourth Street

3101 North Fourth Street

Longview

TX

75605-5146

Leased

No

Total Renal Care Texas Limited Partnership

Katy III

403 W Grand Parkway South

Katy

TX

77494-8358

Leased

No

Total Renal Care Texas Limited Partnership

Brookhollow

4918 West 34th Street

Houston

TX

77092-6606

Leased

No

Total Renal Care Texas Limited Partnership

West Texas

5595 B Alameda Avenue

El Paso

TX

79905-2915

Leased

No

Total Renal Care Texas Limited Partnership

Sun City

600 Newman

El Paso

TX

79902-5543

Leased

No

Total Renal Care Texas Limited Partnership

Spring

607 Timberdale Lane, Suite 100

Houston

TX

77090-3043

Leased

No

Total Renal Care Texas Limited Partnership

Pearland

6516 Broadway

Pearland

TX

77581-7879

Leased

No

Total Renal Care Texas Limited Partnership

Cielo Vista

7200 Gateway East, Suite #B

El Paso

TX

79915-1301

Leased

No

Total Renal Care Texas Limited Partnership

Cyfair

9110 Jones Road #110

Houston

TX

77065-4489

Leased

No

Total Renal Care Texas Limited Partnership

Deerbrook

9660 Fm 1960 Bypass

Humble

TX

77338-4039

Leased

No

Total Renal Care Texas Limited Partnership

Edna

Ne Corner Of Wells St & Hwy 59

Edna

TX

77957-2153

Leased

No

Total Renal Care, Inc.

Mission Hills

1203 St Claire Blvd

Mission

TX

78572-6601

Leased

No

Total Renal Care, Inc.

Odyssey Region 04 Office

1380 Lomaland Drive

El Paso

TX

79935-5204

Leased

No

Total Renal Care, Inc.

Silver Spurs Division Office

1701 Directors Boulevard, Suite 530

Austin

TX

76574-4647

Leased

No

Total Renal Care, Inc.

Lone Star Region 2

3211 Interstate 45 North

Conroe

TX

77304-2187

Leased

No

 

Sch 4.8-88

---

Total Renal Care, Inc.

Northeast Texas Dialysis

413B U.S. 59

Atlanta

TX

75551-2015

Leased

No

Total Renal Care, Inc.

Texarkana

4800 Texas Blvd

Texarkana

TX

75503-3033

Leased

No

Total Renal Care, Inc.

Division

600 Rockmead Dr, Suite #211

Kingwood

TX

77339-2193

Leased

No

Total Renal Care, Inc.

Sierra Acute

6000 Welch, Suite 17 & 18

El Paso

TX

79905-1814

Leased

No

Transmountain Dialysis, L.P.

Transmountain

5255 Woodrow Bean

El Paso

TX

79924-3832

Leased

No

Transmountain Dialysis, L.P.

Transmountain

5800 Woodrow Bean Transmountain Dr

El Paso

TX

79924-3832

Leased

No

TRC EL Paso Limited Partnership (N Facility)

Loma Vista

1382 Lomaland Drive

El Paso

TX

79935-5204

Leased

No

Tumalo Dialysis, LLC

San Angelo

3518 Knickerbocker Road

San Angelo

TX

76904-7611

Leased

No

Ukiah Dialysis, LLC

Woodlands II

17191 St. Lukes Way

The Woddlands

TX

77384-8042

Leased

No

Upper Valley Dialysis, L.P.

Upper Valley

7933 N. Mesa

El Paso

TX

79932-1699

Leased

No

UT Southwestern DVA Healthcare LLP

SW Dallas Airport Fwy

204 E. Airport Freeway

Irving

TX

75062-6305

Leased

No

UT Southwestern DVA Healthcare LLP

Dallas East

3312 N Buckner Blvd #123

Dallas

TX

75228-5642

Leased

No

UT Southwestern DVA Healthcare LLP

Ut Southwestern-Oakcliff

608/610 Wynnewood Village

Dallas

TX

75224

Leased

No

Willowbrook Dialysis Center, L.P.

Willowbrook

12220 Jones Rd, Suite D

Houston

TX

77070-5280

Leased

No

Winds Dialysis, LLC

West Plano

5036 Tennyson Pkwy

Plano

TX

75024-3002

Leased

No

Wood Dialysis, LLC

Cypress Woods

20320 Northwest Freeway

Houston

TX

77065

Leased

No

American Fork Dialysis, LLC

Lone Peak

1175 E 50 S

American Fork

UT

84003-2845

Leased

No

Total Renal Care, Inc.

Utah Valley

1055 North 500 West

Provo

UT

84604-3305

Leased

No

Total Renal Care, Inc.

Ogden

1920 W 250 N. Suites 5 - 8

Marriott-Slaterville

UT

84404-9233

Leased

No

Total Renal Care, Inc.

West Bountiful

724 West 500 South, Suite 300

West Bountiful

UT

84087-1471

Leased

No

CDC of Springfield-Fairfax, Inc.

Alexandria

5999 Stevenson Ave

Alexandria

VA

22304-3302

Leased

No

CDC of Springfield-Fairfax, Inc.

Fairfax

8350 A Traford Lane

Springfield

VA

22152-1664

Leased

Yes

Continental Dialysis Center, Inc.

Manassas

10651 Lomond Drive

Manassas

VA

20109-2877

Leased

No

Continental Dialysis Center, Inc.

Woodbridge

2751 Killarney Drive

Woodbridge

VA

22192-4119

Leased

Yes

Continental Dialysis Center, Inc.

Sterling

46396 Benedict Dr

Sterling

VA

20164-6626

Leased

Yes

DaVita Tidewater, LLC

Leigh-Kempsville

420 North Center Drive

Norfolk

VA

23502-4019

Leased

No

DaVita Tidewater-Virginia Beach, LLC

Camelot

1800 Camelot Drive

Virginia Beach

VA

23454-2440

Leased

No

DVA Healthcare Renal Care, Inc.

Chester Dialysis

10360 Ironbridge Rd

Chester

VA

23831-1426

Leased

No

 

Sch 4.8-89

---

DVA Healthcare Renal Care, Inc.

Midlothian

14281 Midlothian Turnpike Bldg B

Midlothian

VA

23113-6560

Leased

No

DVA Healthcare Renal Care, Inc.

Amelia

15151 Patrick Henry Highway

Amelia

VA

23002-4700

Leased

Yes

DVA Healthcare Renal Care, Inc.

Central Virginia Acutes

2161 Tomlynn Street

Richland

VA

23230-3316

Leased

No

DVA Healthcare Renal Care, Inc.

GHc-Covington

2504 Valley Ridge Road

Covington

VA

24426

Leased

No

DVA Healthcare Renal Care, Inc.

GHc-Staunton

29 Idlewood Blvd Hwy 250

Staunton

VA

24401-9355

Leased

No

DVA Healthcare Renal Care, Inc.

Culpeper

430 Southridge Parkway

Culpeper

VA

22701-3791

Leased

No

DVA Healthcare Renal Care, Inc.

Arlington

4805 First Street

Arlington

VA

22203-2603

Leased

No

DVA Healthcare Renal Care, Inc.

Hioaks

671 Hioaks Rd

Richmond

VA

23225-4072

Leased

No

DVA Healthcare Renal Care, Inc.

Hioaks Pd

681 Hioaks Road

Richmond

VA

23225-4043

Leased

No

DVA Healthcare Renal Care, Inc.

Lexington

756 North Lee Highway

Lexington

VA

24450-3724

Leased

Yes

DVA Healthcare Renal Care, Inc.

Mechanicsville

8191 Atlee Road

Mechanicsville

VA

23116-1807

Leased

No

DVA Healthcare Renal Care, Inc.

Tyson’S Corner

8391 Old Courthouse Rd #160

Vienna

VA

22182-3819

Leased

No

DVA Healthcare Renal Care, Inc.

Harrisonburg

871 Cantrell Avenue Suite 100

Harrisonburg

VA

22801-4323

Leased

No

DVA Healthcare Renal Care, Inc.

Dabney

8813 Three Chopt Rd

Richmond

VA

23229-4774

Leased

No

DVA Healthcare Renal Care, Inc.

Martinsville

Market Street & Bridge Street

Martinsville

VA

24112-6214

Leased

No

DVA Renal Healthcare, Inc.

Charlottesville

1450 Pantops Mountain Place

Charlottesville

VA

22911-4600

Leased

No

DVA Renal Healthcare, Inc.

Charlottesville North

1800 Timberwood Blvd

Charlottesville

VA

22911-7544

Leased

No

DVA Renal Healthcare, Inc.

Alexandria

5150 Duke Street

Alexandria

VA

22304-2906

Leased

Yes

DVA Renal Healthcare, Inc.

Henrico County

5270 Chamberlyne Road

Richmond

VA

23227-2950

Leased

No

DVA Renal Healthcare, Inc.

Radford

600 East Main Street

Radford

VA

24141-1826

Leased

No

East End Dialysis Center, Inc.

East End

2201 East Main St.

Richmond

VA

23223-7071

Leased

No

Landsford Dialysis, LLC

Princess Anne

3973 Holland Road

Virginia Beach

VA

23452-2804

Leased

No

Livingston Dialysis, LLC

Forest Hill Avenue

4900 Forest Hill Avenue

Richmond

VA

23225-3146

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Fairfax

13135 Lee Jackson Hwy

Fairfax

VA

22033-1904

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Hampton

501 Butler Farm Road

Hampton

VA

23666-1777

Leased

No

MGD-Medical Practice (Lifeline)

Lf-Richmond

6031 Staples Mill Road

Richmond

VA

23228-4923

Leased

No

MGD-Medical Practice (Lifeline)

Lifeline Norfolk

814 Kempsville Road

Norfolk

VA

23502-4001

Leased

No

Monahans Dialysis, LLC

Royal Oak

1587 N Main Street

Marion

VA

24354-4317

Leased

Yes

Renal Treatment Centers-Mid-Atlantic, Inc.

First Colonial At Home

1157 First Colonial Road

Virgina Beach

VA

23454-2432

Leased

Yes

 

Sch 4.8-90

---

Renal Treatment Centers-Mid-Atlantic, Inc.

Haymarket

14662 Gap Way

Gainesville

VA

20155-1683

Leased

Yes

Renal Treatment Centers-Mid-Atlantic, Inc.

Portsmouth

2000 High Street

Portsmouth

VA

23704-3012

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Midtowne Norfolk

2201 Colonial Ave

Norfolk

VA

23517-1928

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

St. Francis

2312 Colony Crossing Place

Midlothina

VA

23112-4280

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Hopewell

301 West Broadway

Hopewell

VA

23860-2645

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Greater Portsmouth

3516 Queen Street

Portsmouth

VA

23707-3238

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Fair Oaks

3955 Pender Drive

Fairfax

VA

22030-6091

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Williamsburg

500 Sentara Circle

Williamsburg

VA

23188-5727

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Reston

530 Huntmar Park Drive

Herndon

VA

20170-5144

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Franconia

5695 King Centre Drive

Kingstowne

VA

22315-5746

Leased

Yes

Renal Treatment Centers-Mid-Atlantic, Inc.

Newport News

711 79th Street

Newport News

VA

23605-2767

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Peninsula

716 Denbigh Boulevard

Newport News

VA

23608-4414

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Virgina Beach

740 Independence Circle

Virginia Beach

VA

23455-6438

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Norfolk

962 Norfolk Square

Norfolk

VA

23502-3235

Leased

No

Renal Treatment Centers-Mid-Atlantic, Inc.

Chesapeake

Crossway 11, Suite #106

Chesapeake

VA

23320-2839

Leased

No

Rye Dialysis, LLC

Giles County

377 Boxwood Lane

Pearisburg

VA

24134-1166

Leased

Yes

Stines Dialysis, LLC

Leigh Home Training

230 Clearfield Ave, Suite 106

Virginia Beach

VA

23462-1832

Leased

No

Total Renal Care, Inc.

Harbour View

1039 Champions Way, Suite 500

Suffolk

VA

23435-3771

Leased

No

Total Renal Care, Inc.

Jefferson Ave

11234 Jefferson Ave

Newport News

VA

23601-2207

Leased

No

Total Renal Care, Inc.

Front Royal

1360 N Shenandoah Ave

Front Royal

VA

22630-3636

Leased

No

Total Renal Care, Inc.

Little Creek

1817 East Little Creek Road

Norfolk

VA

23518-4203

Leased

No

Total Renal Care, Inc.

Meherrin

201-A Weaver Avenue

Emporia

VA

23847-1248

Leased

No

Total Renal Care, Inc.

Lynchburg Home Training

2091 Langhorne Road

Lynchburg

VA

24501-1443

Leased

No

Total Renal Care, Inc.

Leesburg

224d Cornwall St Nw

Leesburg

VA

20176-2700

Leased

Yes

Total Renal Care, Inc.

Winchester

2275 Valor Drive

Winchester

VA

22601-6111

Leased

No

Total Renal Care, Inc.

Lansdowne

44084 Riverside Parkway

Lansdowne

VA

20176-5102

Leased

No

Total Renal Care, Inc.

Butler Farm

501 Butler Farm Road

Hampton

VA

23666-1777

Leased

No

Total Renal Care, Inc.

Garrisonville

70 Doc Stone Road

Stafford

VA

22556-4628

Leased

Yes

Total Renal Care, Inc.

Great Bridge

745 North Battlefield Blvd

Chesapeake

VA

23320-0305

Leased

Yes

 

Sch 4.8-91

---

Total Renal Care, Inc.

Fairfax

8501 Arlington Blvd

Fairfax

VA

22031-4625

Leased

Yes

Total Renal Care, Inc.

Richmond Community Hospital

913 North 25th St

Richmond

VA

23223-6562

Leased

No

TRC-Petersburg, LLC (Appomatox)

Appomattox

15 West Old Street

Petersburg

VA

23803-3221

Leased

No

TRC-Petersburg, LLC (Appomatox)

Appomattox

20 Medical Park Boulevard

Petersburg

VA

23803-3221

Leased

No

Zara Dialysis, LLC

Hampton Road Home Training (PD/HHD)

11234 Jefferson Avenue, Suite B

Newport News

VA

23601-2207

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Spokane Valley

12610 East Mirabeau Parkway

Spokane Valley

WA

99216

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

Downtown Spokane

601 W 5th Street

Spokane

WA

99204-2708

Leased

No

ISD Renal, Inc fka DSI Renal, Inc.

North Spokane

7407 N Division Street, Suite F

Spokane

WA

99208-5689

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Dpc Paladina Health

1250 Pacific Ave

Tacoma

WA

98402

Leased

No

Refuge Dialysis, LLC

Marysville

1250 State Avenue

Marysville

WA

98270

Leased

No

Refuge Dialysis, LLC

Snohomish 2

8130 Evergreen Way

Everett

WA

98203-6419

Leased

No

Renal Life Link, Inc

Tacoma

3401 So 19th St

Tacoma

WA

98405-1909

Leased

No

Renal Treatment Centers-West, Inc.

Yakima

1221 North 16th Ave

Yakima

WA

98902-1347

Leased

No

Renal Treatment Centers-West, Inc.

Union Gap

1236 Ahtanum Ridge Dr.

Union Gap

WA

98903-1813

Leased

No

Renal Treatment Centers-West, Inc.

Westwood

2600 S.W Barton Street, Unit K-1 Westwood Village Shopping Center

Seattle

WA

98126-3745

Leased

No

Renal Treatment Centers-West, Inc.

Bellevue

3535 Factoria Blvd Se

Bellevue

WA

98006-1293

Leased

No

Total Renal Care, Inc.

Federal Way

1015 S 348th

Federal Way

WA

98003-7078

Leased

No

Total Renal Care, Inc.

Graham Wa

10305 196th St Ct E

Graham

WA

98338-7792

Leased

No

Total Renal Care, Inc.

Wenatchee Valley

116 Olds Station Road

Wenatchee

WA

98801-5936

Leased

No

Total Renal Care, Inc.

Richland

1315 Aaron Drive

Richland

WA

99352-4678

Leased

No

Total Renal Care, Inc.

Parkland

13818 Pacific Ave S

Tacoma

WA

98444

Leased

No

Total Renal Care, Inc.

Tacoma Tower

1423 Pacific Ave

Tacoma

WA

98402-4203

Leased

No

Total Renal Care, Inc.

Tower Outback

1441 Court A

Tacoma

WA

98402-4203

Leased

No

Total Renal Care, Inc.

Seaview

1800 Pacific South

Long Beach

WA

98631-2500

Leased

No

Total Renal Care, Inc.

Mill Creek

18001 Bothell Everett Highway

Bothell

WA

98012-1661

Leased

No

Total Renal Care, Inc.

Ranier View-WA

1822 112th Street East, Suite A

Tacoma

WA

98444

Leased

No

 

Sch 4.8-92

---

Total Renal Care, Inc.

Ellensburg

2101 West Dollarway Road

Ellensburg

WA

98926-7846

Leased

No

Total Renal Care, Inc.

Kent

21851 - 84th Avenue So.

Kent

WA

98032-1958

Leased

No

Total Renal Care, Inc.

East Wenatchee

295 - 3rd Street Ne

East Wenatchee

WA

98802-3800

Leased

No

Total Renal Care, Inc.

Olympia

315 Cooper Point Rd Nw

Olympia

WA

98502-4436

Leased

No

Total Renal Care, Inc.

Olympia

315 Cooper Point Rd Nw

Olympia

WA

98502-4436

Leased

No

Total Renal Care, Inc.

Kennewick

3208 W 19th Ave

Kennewick

WA

99337-2318

Leased

No

Total Renal Care, Inc.

North Star Reg 08 Office

3208 W 19th Ave, Suite 102

Kennewick

WA

99337

Leased

No

Total Renal Care, Inc.

Mt Adams

3220 Picard Place

Sunnyside

WA

98944-8400

Leased

No

Total Renal Care, Inc.

Team Evergreen North

32275 32nd Avenue South

Federal Way

WA

98001

Leased

Yes

Total Renal Care, Inc.

Whidbey Island

32650 State Route 20

Oak Harbor

WA

98277-2641

Leased

No

Total Renal Care, Inc.

Lakewood

5919 Lakewood Towne Center Blvd Sw #A

Lakewood

WA

98499-6513

Leased

No

Total Renal Care, Inc.

Mid Columbia

6825 Burden Blvd, Suite A

Pasco

WA

99301-9584

Leased

No

Total Renal Care, Inc.

Puyallup

716 South Hill Park Drive

Puyallup

WA

98373-1445

Leased

No

Total Renal Care, Inc.

Zillah Toppenish

823 Zillah West Road

Zillah

WA

98953-9548

Leased

No

Total Renal Care, Inc.

Vancouver

9120 NE Vancouver Mall Drive, Suite 160

Vancouver

WA

98662-9401

Leased

No

Total Renal Care, Inc.

North Star Division Office

TBD

Goldendale

WA

Leased

No

Amery Dialysis, LLC

Amery

970 Elden Ave

Amery

WI

54001-1448

Leased

No

Blake Dialysis, LLC

Milwaukee

Midtown Center, 4176 North 56th Street

Milwaukee

WI

53216-1276

Leased

No

DVA Renal Healthcare, Inc.

River Center

117 North Jefferson Street

Milwaukee

WI

53202-6160

Leased

No

DVA Renal Healthcare, Inc.

Janesville

1305 Woodman Road

Janesville

WI

53545-1068

Leased

No

DVA Renal Healthcare, Inc.

Brookfield

19395 W Capital Drive Building C

Brookfield

WI

53045-2736

Leased

No

DVA Renal Healthcare, Inc.

Wisconsin Avenue

3801 West Wisconsin Avneue

Milwaukee

WI

53208-3155

Leased

No

DVA Renal Healthcare, Inc.

Loomis Road

4120 W Loomis Road

Greenfield

WI

53221-2052

Leased

No

DVA Renal Healthcare, Inc.

Cedarburg

N52 West 6135 Mill Street

Cedarburg

WI

53012-2021

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Steelcraft

1023 W State St

Hartford

WI

53027-2726

Leased

No

 

Sch 4.8-93

---

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Green Bay

124 Siegler Street

Green Bay

WI

42459

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

DPC Eastbrook

12720 West North Ave

Brookfield

WI

53005-4637

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Dpc Vail Region 2

16800 West Greenfield Avenue

Brookfield

WI

53005-6864

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

DPC Metalcraft-Beaver Dam

215 Corporate Drive

Beaver Dam

WI

53916

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Dpc King-Milwaukee

2350 North Lake Drive

Milwaukee

WI

53211-4414

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Dpc Geiger-Cedarburg

2410 S Main St., Suite F

West Bend

WI

53012

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Dpc Dr Jody Ritter

510 Hartbrook Drive

Hartland

WI

53029-1401

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Dpc Giles Waukesha

N4 W23370 Bluemound Rd

Waukesha

WI

53186

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Dpc Dr. Washburne

N84 W15787 Menomonee Ave

Menomonee Falls

WI

53051

Leased

No

Paladina Health, LLC (fka DaVita DPC Management Company, LLC)

Dpc King-Milwaukee

Prohealth Care Professional Building - New Berlin

New Berlin

WI

53211-4414

Leased

No

Renal Life Link, Inc

Titletown

120 Siegler Street

Green Bay

WI

54303-2636

Leased

No

Renal Life Link, Inc

Fox River

1910 Riverside Drive

Green Bay

WI

54301-2319

Leased

No

Renal Life Link, Inc

Northwoods

West 7305 Elm Avenue

Shawano

WI

54166-1024

Leased

Yes

Total Renal Care, Inc.

West Appleton

10130 W. Appleton Avenue

Milwaukee

WI

53225-2579

Leased

No

Total Renal Care, Inc.

Wisconsin Rapids

1041b Hill Street

Wisconsin Rapids

WI

54494-5221

Leased

No

Total Renal Care, Inc.

Sturgeon Bay

108 S 10th Ave

Sturgeon Bay

WI

54235-1802

Leased

No

Total Renal Care, Inc.

Stevens Point

1100 Meridian Drive

Plover

WI

54467-2385

Leased

No

Total Renal Care, Inc.

Meadow Lane

1120 Pine Street

Standley

WI

54768-1297

Leased

No

Total Renal Care, Inc.

Willow Creek Dialysis

1139 Warwick Way

Racine

WI

53406-5661

Leased

No

Total Renal Care, Inc.

Marshfield

123 Northridge St.

Marshfield

WI

54449-8341

Leased

No

 

Sch 4.8-94

---

Total Renal Care, Inc.

Rhinelander

1306 Lincoln St.

Rhinelander

WI

54501-3664

Leased

No

Total Renal Care, Inc.

Sheboygan

1338 North Taylor Drive

Sheboygan

WI

53081-3042

Leased

No

Total Renal Care, Inc.

Green Bay

1751 Deckner Ave

Green Bay

WI

54302-2630

Leased

No

Total Renal Care, Inc.

Grand Seasons

190 Grand Season Dr.

Waupaca

WI

54981-2200

Leased

No

Total Renal Care, Inc.

Fond Du Lac

210 Wisconsin American Dr

Fond Du Lac

WI

54937-2999

Leased

No

Total Renal Care, Inc.

Humboldt Ridge

2211 N. Humboldt Avenue

Milwaukee

WI

53212-3507

Leased

No

Total Renal Care, Inc.

Wausau

2600 Stewart Ave.

Wausau

WI

54401-1403

Leased

No

Total Renal Care, Inc.

Marinette

2706 Cahill Road

Marinette

WI

54143-3886

Leased

No

Total Renal Care, Inc.

Northern Star

311 Elm Street

Woodruff

WI

54568-9190

Leased

No

Total Renal Care, Inc.

Lake Hallie

3636 Melby Street

Eau Claire

WI

54729-8392

Leased

No

Total Renal Care, Inc.

Bay Shore

5650 N Green Bay Ave

Glendale

WI

53209-4449

Leased

No

Total Renal Care, Inc.

Bluemound At Home

601 North 99th St

Wauwatosa

WI

53226-4362

Leased

No

Total Renal Care, Inc.

Bluemound Pd

601 North 99th St

Wauwatosa

WI

53226-4362

Leased

No

Total Renal Care, Inc.

Bluemound

601 North 99th Street

Wauwatosa

WI

53226-4362

Leased

No

Total Renal Care, Inc.

Manitowoc

601 Reed Ave

Manitowoc

WI

54220-2026

Leased

No

Total Renal Care, Inc.

Prairie River

601 South Center Ave.

Merrill

WI

54452-3404

Leased

No

Total Renal Care, Inc.

Lake Geneva

650 N. Edwards Blvd.

Lake Geneva

WI

53147-4595

Leased

No

Total Renal Care, Inc.

St Croix Falls

744 Louisiana East

St. Croix Falls

WI

54024-9501

Leased

No

Total Renal Care, Inc.

South Ridge

7740 W. Layton Street

Greenfield

WI

53220-3707

Leased

No

Total Renal Care, Inc.

Harbor View Dialysis

816 6th Street

Racine

WI

53403-1176

Leased

No

Total Renal Care, Inc.

South Milwaukee

8201 S Howell Ave

Oak Creek

WI

53154-8336

Leased

No

Total Renal Care, Inc.

Oshkosh West

855 N Westhaven Dr

Oshkosh

WI

54904-7668

Leased

No

Total Renal Care, Inc.

Wautoma

900 East Division Street

Wautoma

WI

54982-6944

Leased

No

Total Renal Care, Inc.

Grand Seasons

930 Furman Drive

Waupaca

WI

54981-2200

Leased

No

Beverly Dialysis, LLC

Mountaineer

2958 Robert C. Byrd Drive

Beckley

WV

25801-4448

Leased

No

DVA Healthcare Renal Care, Inc.

Greenbrier

129 Seneca Trail

Lewisburg

WV

24901-1564

Leased

No

DVA Renal Healthcare, Inc.

Grand Central

800 Grand Central Mall

Vienna

WV

26105-4100

Leased

No

Total Renal Care, Inc.

Hillsboro

1487 North High St, Unit 1a

Hillsboro

WV

45133-8496

Leased

No

Total Renal Care, Inc.

West Virginia

300 Prosperity Lane

Logan

WV

25601-3494

Leased

No

Total Renal Care, Inc.

Point Pleasant

4683 Ohio River Road

Point Pleasant

WV

25550-9244

Leased

Yes

 

Sch 4.8-95

---

HCP

Entity

Center Name

Address

City

St

Zip

Owned/Leased

Subleased

Arizona Integrated Physicians, Inc.

Peoria Administrative Office

16155 North 83rd Avenue, Suite 201

Peoria

AZ

85382

Leased

No

HealthCare Partners, LLC

Camelback Administrative Office

4745 N. 7th Street, Suite 140

Phoenix

AZ

85014

Leased

No

HealthCare Partners, LLC

Alhambra

55 S. Raymond, Suite 200

Alhambra

CA

91801

Leased

No

HealthCare Partners, LLC

Anaheim

1236 N. Magnolia

Anaheim

CA

92801

Leased

Yes

HealthCare Partners, LLC

Arcadia

450 E. Huntington Drive

Arcadia

CA

91006

Leased

Yes

HealthCare Partners, LLC

Administrative Office

440 E. Huntington Drive

Arcadia

CA

91006

Leased

No

HealthCare Partners, LLC

Bellflower

10132-36 Rosecrans Avenue

Bellflower

CA

90706

Leased

No

HealthCare Partners, LLC

Burbank (Magnolia) 2

2211 W. Magnolia, Suite 2211

Burbank

CA

91506

Leased

No

HealthCare Partners, LLC

Carson

824 E. Carson Street, Suite 104

Carson

CA

90745

Leased

No

HealthCare Partners, LLC

Chatsworth

9301 Oakdale Avenue, Suite 200

Chatsworth

CA

91311

Leased

No

HealthCare Partners, LLC

Compton

818 W. Alondra

Compton

CA

90220

Leased

Yes

The Camden Group

Office Use

3080 Bristol Street, Suite 150

Costa Mesa

CA

92626

Leased

No

HealthCare Partners, LLC

Administrative Office

1665 Scenic Avenue

Costa Mesa

CA

92626

Leased

No

HealthCare Partners, LLC

Downey

8311 E. Florence Avenue

Downey

CA

90240

Leased

Yes

HealthCare Partners, LLC

El Monte

3144 Santa Anita Avenue

El Monte

CA

91733

Leased

No

The Camden Group

Office Use

100 N. Sepulveda, Suite 600

El Segundo

CA

90245

Leased

No

The Camden Group

Storage

100 N. Sepulveda, Unit ABL-32

El Segundo

CA

90245

Leased

No

HealthCare Partners, LLC

Fountain Valley

9930 Talbert Avenue

Fountain Valley

CA

92708

Leased

Yes

HealthCare Partners, LLC

Gardena

1045 W. Redondo Beach Blvd.

Gardena

CA

90247

Leased

No

HealthCare Partners, LLC

Gardena

1141 Redondo Beach Blvd., Suite 311

Gardena

CA

90247

Leased

Yes

HealthCare Partners, LLC

Glendale/ASMG

1808 Verdugo Blvd., Suite 305

Glendale

CA

91208

Leased

Yes

HealthCare Partners, LLC

Glendale

225 West Broadway

Glendale

CA

91204

Leased

No

HealthCare Partners, LLC

Glendora Specialty

1377 S. Grand Avenue

Glendora

CA

91740

Leased

No

HealthCare Partners, LLC

Glendora

2025 Alosta Avenue

Glendora

CA

91740

Leased

No

HealthCare Partners, LLC

Manhattan Beach

5400 Rosecrans Avenue

Hawthorne

CA

90250

Leased

No

HealthCare Partners, LLC

Huntington Beach

19066 Magnolia Avenue

Huntington Beach

CA

92646

Leased

Yes

 

Sch 4.8-96

---

HealthCare Partners, LLC

Springdale

17071 Springdale Street

Huntington Beach

CA

92649

Leased

Yes

HealthCare Partners, LLC

Talbert Surgical Associates

7677 Center Drive, Suite 104

Huntington Beach

CA

92647

Leased

No

HealthCare Partners, LLC

Huntington Park

2750 E. Slauson Avenue

Huntington Park

CA

90255

Leased

No

HealthCare Partners, LLC

Administrative Office

3333/3355 Michaelson Drive

Irvine

CA

92612

Leased

No

HealthCare Partners, LLC

La Palma

7872 Walker Street, Suite 100

La Palma

CA

90623

Leased

No

HealthCare Partners, LLC

Lakewood

3650 E. South Street, Suite 303

Lakewood

CA

90712

Leased

No

HealthCare Partners, LLC

Lakewood

5001 Lakewood Blvd.

Lakewood

CA

90712

Leased

No

HealthCare Partners, LLC

Administrative Office

14829 Hawthorne Blvd., Suites 201 & 202

Lawndale

CA

90260

Leased

No

HealthCare Partners, LLC

Willow

2600 Redondo Boulevard

Long Beach

CA

90806

Leased

Yes

HealthCare Partners, LLC

Long Beach

2699 Atlantic Avenue

Long Beach

CA

90806

Leased

No

HealthCare Partners, LLC

Long Beach Plaza

2921-2923 N. Palo Verde Avenue

Long Beach

CA

90815

Leased

No

HealthCare Partners, LLC

Long Beach Plaza

2925-2933 N. Palo Verde Avenue

Long Beach

CA

90815

Leased

Yes

HealthCare Partners, LLC

Long Beach

300 W Ocean Blvd., Suite A

Long Beach

CA

90802

Leased

No

HealthCare Partners, LLC

Long Beach

3932 Long Beach Blvd., Unit B

Long Beach

CA

90807

Leased

No

HealthCare Partners, LLC

Long Beach

4401 North Atlantic Avenue

Long Beach

CA

90807

Leased

Yes

HealthCare Partners, LLC

Long Beach Downtown

500 Alamitos Avenue

Long Beach

CA

90802

Leased

No

HealthCare Partners, LLC

Long Beach

6226 East Spring Street, Suites 100,150 & 175

Long Beach

CA

90815

Leased

Yes

HealthCare Partners, LLC

Los Alamitos

4281 Katella Avenue, Suite 220

Los Alamitos

CA

90720

Leased

No

HealthCare Partners, LLC

Los Angeles - Crenshaw

5141 Crenshaw Blvd.

Los Angeles

CA

90043

Leased

No

HealthCare Partners, LLC

Los Angeles

929 W. Olympic Blvd.

Los Angeles

CA

90015

Leased

No

HealthCare Partners, LLC

Administrative Office

1025 W. Olympic Blvd.

Los Angeles

CA

90015

Leased

Yes

HealthCare Partners, LLC

Administrative Office

1109 W. 190th Street, Unit F

Gardena

CA

90248

Leased

No

HealthCare Partners, LLC

Mission Hills

11600 Indian Hills Road, Suite 300

Mission Hills

CA

91345

Leased

No

HealthCare Partners, LLC

Monrovia

831 East Huntington Drive

Monrovia

CA

91016

Leased

No

HealthCare Partners, LLC

Montebello

2301 West Via Campo & FS5

Montebello

CA

91016

Leased

No

HealthCare Partners, LLC

Monterey Park

880 S. Atlantic Blvd.

Monterey Park

CA

91754

Leased

No

HealthCare Partners, LLC

Roscoe Tower

18350 Roscoe Blvd., Suite 207

Northridge

CA

91325

Leased

No

HealthCare Partners, LLC

Northridge

18433 Roscoe Blvd.

Northridge

CA

91325

Leased

No

HealthCare Partners, LLC

Roscoe Tower West

18546 Roscoe Blvd., Suites 300 & 307

Northridge

CA

91325

Leased

No

 

Sch 4.8-97

---

HealthCare Partners, LLC

Pasadena/ASMG

301 S. Fair Oaks, Suite 101

Pasadena

CA

91105

Leased

No

HealthCare Partners, LLC

Pasadena/ASMG

301 S. Fair Oaks, Suite 301

Pasadena

CA

91105

Leased

No

HealthCare Partners, LLC

Pasadena - ICC

401 S. Fair Oaks

Pasadena

CA

91105

Leased

No

HealthCare Partners, LLC

Pasadena-OB/GYN

50 Alessandro Place, Suite 440

Pasadena

CA

91105

Leased

No

HealthCare Partners, LLC

Pasadena - Dermatology

50 Bellefontaine Street, Suite 104

Pasadena

CA

91105

Leased

No

HealthCare Partners, LLC

Pasadena Main

675 S. Arroyo Pkwy Pasadena

Pasadena

CA

91105

Leased

No

HealthCare Partners, LLC

Glen Oaks

988 S. Fair Oaks Avenue

Pasadena

CA

91105

Leased

No

HealthCare Partners, LLC

Sunny Bay Pharmacy

502 Torrance Blvd.

Redondo Beach

CA

90277

Owned

Yes

HealthCare Partners, LLC

Redondo Beach

601 Torrance Blvd.

Redondo Beach

CA

90277

Owned

Yes

HealthCare Partners, LLC

San Pedro

1294 W. 6th Street, Suite 200

San Pedro

CA

90732

Leased

No

HealthCare Partners, LLC

Santa Ana

1002 N. Fairview Street

Santa Ana

CA

92703

Leased

No

HealthCare Partners, LLC

Temple City/Las Tunas

9810 Las Tunas Drive

Temple City

CA

91780

Leased

No

HealthCare Partners, LLC

Torrance

19148 South Van Ness Avenue

Torrance

CA

90504

Leased

No

HealthCare Partners, LLC

Torrance

2228 W. Sepulveda Blvd.

Torrance

CA

90501

Leased

No

HealthCare Partners, LLC

Torrance

23430 Hawthorne, Suite 100

Torrance

CA

90505

Leased

No

HealthCare Partners, LLC

Torrance

23430 Hawthorne, Suite 105

Torrance

CA

90505

Leased

No

HealthCare Partners, LLC

Torrance

3242 Sepulveda Blvd.

Torrance

CA

90505

Owned

No

HealthCare Partners, LLC

Torrance

3565 Del Amo Blvd. (Specialty Site)

Torrance

CA

90503

Leased

Yes

HealthCare Partners, LLC

Administrative Office

19601 Mariner Avenue

Torrance

CA

90503

Leased

No

HealthCare Partners, LLC

Administrative Office

2761 Plaza Del Amo

Torrance

CA

90503

Leased

No

HealthCare Partners, LLC

Administrative Office

22301 S. Western Avenue

Torrance

CA

90501

Leased

No

HealthCare Partners, LLC

Administrative Office

19191 S. Vermont Avenue Suites 200, 350, 565, 750

Torrance

CA

90502

Leased

No

HealthCare Partners, LLC

Administrative Office

2160 W. 190th Street

Torrance

CA

90501

Leased

No

HealthCare Partners, LLC

Administrative Office

2158 W. 190th Street

Torrance

CA

90501

Leased

No

HealthCare Partners, LLC

Administrative Office

2150 W. 190th Street

Torrance

CA

90501

Leased

No

HealthCare Partners, LLC

Administrative Office

19191 S. Vermont Avenue, Suite 540

Torrance

CA

90502

Leased

No

HealthCare Partners, LLC

Administrative Office

20280 S. Vermont Avenue

Torrance

CA

90502

Leased

No

HealthCare Partners, LLC

Tujunga

6673 Foothill Blvd

Tujunga

CA

91042

Leased

No

HealthCare Partners, LLC

Tustin

14591 Newport Avenue, Suite 206

Tustin

CA

97280

Leased

No

 

Sch 4.8-98

---

HealthCare Partners, LLC

Santa Clarita/Valencia

23501 Cinema Drive

Valencia

CA

91355

Leased

No

HealthCare Partners, LLC

Van Nuys

14600 Sherman Way, Suite 300

Van Nuys

CA

91405

Leased

No

HealthCare Partners, LLC

West Hills

7301 Medical Center Drive, Suite 500

West Hills

CA

91307

Leased

No

JSA Healthcare Corporation

Orlando Satellite

217 N. Westmonte Drive, Suite 1005

Altamonte Springs

FL

32714

Leased

No

JSA Healthcare Corporation

North Westmonte

220 N. Westmonte Drive, Suite B

Altamonte Springs

FL

32714

Leased

No

JSA Healthcare Corporation

Apopka Family Medicine

201 N. Park Avenue, Suite 200

Apopka

FL

32703

Leased

No

JSA Healthcare Corporation

Riverfront

2424 W. Manatee Avenue, Suite 100

Bradenton

FL

34205

Leased

No

JSA Healthcare Corporation

Bradenton

5534 Cortez Road West

Bradenton

FL

34210

Leased

No

JSA Healthcare Corporation

Valrico

1082 E. Brandon Blvd.

Brandon

FL

33511

Leased

No

JSA Healthcare Corporation

Brandon

1933 W. Lumsden Road

Brandon

FL

33511

Leased

No

JSA Healthcare Corporation

Brandon Pharmacy

1933 W. Lumsden Road

Brandon

FL

33511

Leased

No

JSA Healthcare Corporation

Woodlands

2326 S. Parsons Avenue

Brandon

FL

33510

Leased

No

JSA Healthcare Corporation

Bloomingdale

406 W. Bloomingdale Avenue

Brandon

FL

33511

Leased

No

JSA Healthcare Corporation

Oak Park

427 South Parsons Avenue, Suite 118

Brandon

FL

33511

Leased

No

JSA Healthcare Corporation

Parsons

908 South Parsons Avenue, Suite A

Brandon

FL

33511

Leased

No

JSA Healthcare Corporation

Lamar Avenue

605 Lamar Avenue

Brooksville

FL

34601

Leased

No

JSA Healthcare Corporation

Fort Harrison

1100 S. Fort Harrison

Clearwater

FL

33756

Leased

No

JSA Healthcare Corporation

Ponce Deleon

1180 Ponce De Leon Blvd., Suite 401

Clearwater

FL

33756

Leased

No

JSA Healthcare Corporation

Gulf to Bay

1660 Gulf to Bay Blvd., Suite 137

Clearwater

FL

33755

Leased

No

JSA Healthcare Corporation

Clearwater

2465 McMullen Booth Road

Clearwater

FL

33759

Leased

No

JSA Healthcare Corporation

Clermont/South Lakes

1920 Don Wickham Drive, Suite 300

Clermont

FL

34711

Leased

No

Healthcare Partners of South Florida

Administrative Office

1401 N. University Drive, Suite 401

Coral Springs

FL

33071

Leased

No

Healthcare Partners of South Florida

Rosalyn J. Norensbureg

8327 W. Atlantic Blvd.

Coral Springs

FL

33071

Leased

Yes

Healthcare Partners of South Florida

Dr. Jablon

8328 W. Atlantic Blvd.

Coral Springs

FL

33071

Leased

Yes

Healthcare Partners of South Florida

Coral Springs

9750 NW 33rd St, Suite 212

Coral Springs

FL

33065

Leased

No

JSA Healthcare Corporation

Dunedin

1460 Beltress Street, Suite 1

Dunedin

FL

34698

Leased

No

JSA Healthcare Corporation

Virginia St

646 Virginia Street, Suite 427

Dunedin

FL

34698

Leased

No

JSA Healthcare Corporation

Administrative Office

1102 S. Ft Harrison Avenue

Fort Harrison

FL

33756

Leased

No

JSA Healthcare Corporation

Holiday

3314 US Highway 19

Holiday

FL

34691

Leased

No

JSA Healthcare Corporation

Lake Mary Family Medicine

109 Timberlachen Circle

Lake Mary

FL

32746

Leased

No

 

Sch 4.8-99

---

JSA Healthcare Corporation

Largo Pharmacy

11920 Seminole Blvd

Largo

FL

33788

Leased

No

JSA Healthcare Corporation

Largo

1345 W. Bay Drive, Suite 202

Largo

FL

33770

Leased

No

JSA Healthcare Corporation

Bryan Dairy

8839 Bryan Dairy Road, Suite 115

Largo

Fl

33777

Leased

No

JSA Healthcare Corporation

Associated Family Medicine Sabal Palm

320 Sabal Palm Suite 200

Longwood

FL

32779

Leased

No

JSA Healthcare Corporation

Administrative Office

320 Sabal Palm Suite 300

Longwood

FL

32779

Leased

No

JSA Healthcare Corporation

South Seminole Family Medicine

515 W. State Road 434, Suite 110

Longwood

FL

32750

Leased

No

JSA Healthcare Corporation

Lutz

23532 State Road 54

Lutz

FL

33559

Leased

No

Healthcare Partners of South Florida

Margate

2825 North State Road 7, Suite 204

Margate

FL

33063

Leased

No

JSA Healthcare Corporation

New Port Richey Rx

4757 US 19

New Port Richey

FL

34652

Leased

No

JSA Healthcare Corporation

New Port Richey

4759 US 19

New Port Richey

FL

34652

Leased

No

JSA Healthcare Corporation

Hunter’s Creek

2000 Cypress Crossing, Suite A

Orlando

FL

32837

Leased

No

JSA Healthcare Corporation

West Colonial

7240 W. Colonial Drive

Orlando

FL

32818

Leased

No

JSA Healthcare Corporation

Lucerne

810 Lucerne Terrace

Orlando

FL

32801

Owned

No

JSA Healthcare Corporation

Park Place

882 S. Kirkman Road

Orlando

FL

32811

Leased

No

JSA Healthcare Corporation

Palm Harbor

2122 Alternate 19, Suite B

Palm Harbor

FL

34683

Leased

No

JSA Healthcare Corporation

Palmetto

931 Tenth Street East

Palmetto

FL

34221

Leased

No

JSA Healthcare Corporation

Parrish

8342 US Hwy 301 North

Parrish

FL

34219

Leased

No

JSA Healthcare Corporation

Mainlands

9165 US Hwy 19 North

Pinellas Park

FL

33782

Leased

No

JSA Healthcare Corporation

Plant City

1001 E. Baker Street, Suite 400

Plant City

FL

33563

Leased

No

JSA Healthcare Corporation

Port Richey

10435 US Hwy 19

Port Richey

FL

34668

Leased

No

JSA Healthcare Corporation

Saint Cloud

2301 13th Street

Saint Cloud

FL

34769

Leased

No

JSA Healthcare Corporation

Northside Family Practice

1718 Lexington Green Lane

Sanford

FL

32771

Leased

No

JSA Healthcare Corporation

Sanford

920 Lexington Green Lane

Sanford

FL

32771

Leased

No

JSA Healthcare Corporation

Seffner (M.L. King)

770 Dr. MLK Jr. Blvd.

Seffner

FL

33584

Leased

No

JSA Healthcare Corporation

Administrative Office

10051 5th Street North, Suite 200

St. Petersburg

FL

33702

Leased

No

JSA Healthcare Corporation

Skyway

1100 62nd Avenue South

St. Petersburg

FL

33705

Leased

No

JSA Healthcare Corporation

49th Street

2150 49th Street North, Suite A

St. Petersburg

FL

33710

Leased

No

JSA Healthcare Corporation

Bayway

2816 54th Avenue South

St. Petersburg

FL

33712

Leased

No

JSA Healthcare Corporation

Marina Village

4901 34th Street South

St. Petersburg

FL

33771

Leased

No

JSA Healthcare Corporation

Pasadena

508 Pasadena Avenue South

St. Petersburg

FL

33707

Leased

No

 

Sch 4.8-100

---

JSA Healthcare Corporation

Point Brittany

5101 Brittany Drive South

St. Petersburg

FL

33715

Leased

No

JSA Healthcare Corporation

Tyrone Gardens

5838 9th Avenue North

St. Petersburg

FL

33710

Leased

No

JSA Healthcare Corporation

Gateway Pcc

710 94th Avenue North

St. Petersburg

FL

33702

Leased

No

JSA Healthcare Corporation

9th Street Pharmacy

7601 Dr. MLK Jr. Street North, Suite C

St. Petersburg

FL

33702

Leased

No

JSA Healthcare Corporation

9th Street

7601 Dr. MLK Jr. Street North, Suite E

St. Petersburg

FL

33702

Leased

No

JSA Healthcare Corporation

Tyrone

7655 38th Avenue North, Suite 101

St. Petersburg

FL

33710

Leased

No

JSA Healthcare Corporation

Pinellas Park

7800 66th Street North, Suite 101

St. Petersburg

FL

33781

Leased

No

JSA Healthcare Corporation

Northeast

8950 Dr. MLK Jr. Street North

St. Petersburg

FL

33702

Leased

No

JSA Healthcare Corporation

Cypress Creek

781 Cypress Village Blvd.

Sun City

FL

33573

Leased

No

JSA Healthcare Corporation

Sun City

787 Cortaro Drive

Sun City

FL

33573

Leased

No

JSA Healthcare Corporation

North Tampa

14451 University Cove Place

Tampa

FL

33613

Leased

No

JSA Healthcare Corporation

City Ctr - Retail Pharmacy

2727 W. Dr. MLK Jr. Blvd., Ste 100

Tampa

FL

33607

Leased

No

JSA Healthcare Corporation

City Center

2727 W. Dr. MLK Jr. Blvd., Ste 850

Tampa

FL

33607

Leased

No

JSA Healthcare Corporation

Hyde Park

2835 W. De Leon Street, Suite 203

Tampa

FL

33609

Leased

No

JSA Healthcare Corporation

Quimbayo

3201 W. Waters Avenue, Suite A

Tampa

FL

33614

Leased

No

JSA Healthcare Corporation

Fountain Oaks

3663 W. Waters Avenue

Tampa

FL

33614

Leased

No

JSA Healthcare Corporation

Palma Ceia

3838 Neptune Avenue, Suite D5

Tampa

FL

33629

Leased

No

JSA Healthcare Corporation

Sheldon

5537 Sheldon Road, Suite K

Tampa

FL

33615

Leased

No

JSA Healthcare Corporation

Silver Lakes

7524 N. Himes Avenue

Tampa

FL

33614

Leased

No

JSA Healthcare Corporation

Hanley Road

8316 Hanley Road, Suite 1

Tampa

FL

33634

Leased

No

JSA Healthcare Corporation

Tarpon South

1200 S. Pinellas Avenue, Suite 11

Tarpon Springs

FL

34689

Leased

No

JSA Healthcare Corporation

Tarpon Springs

713 S. Pinellas Avenue, Suite A-1

Tarpon Springs

FL

34689

Leased

No

JSA Healthcare Corporation

South Dillard

1002 S. Dillard Street, Suite 122

Winter Garden

FL

34787

Leased

No

JSA Healthcare Corporation

Tuskawilla Family Medicine

1301 Sundial Point

Winter Springs

FL

32708

Leased

No

JSA Healthcare Corporation

Zephyrhills

5528 Gall Blvd

Zephyrhills

FL

33542

Leased

No

Healthcare Partners of Georgia

West End

1188 Ralph David Abernathy Blvd.

Atlanta

GA

30310

Leased

No

Healthcare Partners of Georgia

Boulevard

315 Boulevard NE

Atlanta

GA

30312

Leased

No

The Camden Group

Office Use

155 N. Wacker Drive, Suite 3660

Chicago

IL

60606

Leased

No

The Camden Group

Office Use

155 Federal Street

Boston

MA

02110

Leased

No

ABQ Health Partners, LLC

Tramway Clinic

13071 Encantado NE

Albuquerque

NM

87123

Owned

Yes

 

Sch 4.8-101

---

ABQ Health Partners, LLC

Juan Tabo North Clinic

2121 Juan Tabo NE

Albuquerque

NM

87112

Owned

Yes

ABQ Health Partners, LLC

Carlisle Clinic

3901 Carlisle NE

Albuquerque

NM

87107

Owned

Yes

ABQ Health Partners, LLC

Quest Diagnostics Incorporated

5150 Journal Center Blvd.

Albuquerque

NM

87109

Owned

Yes

ABQ Health Partners, LLC

Journal Center Clinic, Urgent Care

5150 Journal Center Blvd.

Albuquerque

NM

87109

Owned

Yes

ABQ Health Partners, LLC

Administrative Office

5400 Gibson Blvd. SE

Albuquerque

NM

87108

Leased

No

ABQ Health Partners, LLC

Family Practice/Ortho/Podiatry Clinics

10511 Golf Course Rd NW, Suite #103

Albuquerque

NM

87114

Leased

No

ABQ Health Partners, LLC

ENT/Audiology Clinic

10511 Golf Course Rd NW, Suite #105

Albuquerque

NM

87114

Leased

No

ABQ Health Partners, LLC

Urology Clinic

10511 Golf Course Rd NW, Suite #201

Albuquerque

NM

87114

Leased

No

ABQ Health Partners, LLC

Pain Clinic

10511 Golf Course Rd NW, Suite #202

Albuquerque

NM

87114

Leased

No

ABQ Health Partners, LLC

General Surgery

10511 Golf Course Rd NW, Suite #203

Albuquerque

NM

87114

Leased

No

ABQ Health Partners, LLC

OB/GYN

10511 Golf Course Rd NW, Suite #204

Albuquerque

NM

87114

Leased

No

ABQ Health Partners, LLC

Rio Rancho Family, Pediatrics & Urgent Care

1721 Rio Rancho Blvd.

Albuquerque

NM

87124

Leased

Yes

ABQ Health Partners, LLC

Juan Tabo South Family Clinic

1901 Juan Tabo NE

Albuquerque

NM

87112

Leased

No

ABQ Health Partners, LLC

Rio Bravo Clinic

200 Rio Bravo SE

Albuquerque

NM

87105

Leased

Yes

ABQ Health Partners, LLC

OB/GYN

4010 Montgomery NE

Albuquerque

NM

87109

Leased

No

ABQ Health Partners, LLC

Sleep Center

4700 Jefferson St NE

Albuquerque

NM

87109

Leased

No

ABQ Health Partners, LLC

Westside Cardiology & Pulmonary

4801 McMahon

Albuquerque

NM

87114

Leased

No

ABQ Health Partners, LLC

Pain Clinic

5310 Homestead Rd NE, Suite 201

Albuquerque

NM

87110

Leased

No

ABQ Health Partners, LLC

Montgomery Family Clinic & Urgent Care

9101 Montgomery Blvd. NE

Albuquerque

NM

87111

Leased

Yes

ABQ Health Partners, LLC

Pulmonary

Downtown - 500 Walter, 2nd Floor

Albuquerque

NM

87102

Leased

No

ABQ Health Partners, LLC

Clinical Thrombosis

Downtown - 500 Walter, 3rd Floor

Albuquerque

NM

87102

Leased

No

ABQ Health Partners, LLC

Cardiology

Downtown - 500 Walter, 4th Floor

Albuquerque

NM

87102

Leased

No

ABQ Health Partners, LLC

General Surgery & Vascular

Downtown - 715 Martin Luther King, 3rd Flr

Albuquerque

NM

87102

Leased

No

ABQ Health Partners, LLC

Westside Clinic

Executive West Building, 2929 Coors Blvd. NW

Albuquerque

NM

87120

Leased

No

HealthCare Partners Nevada, LLC

595 W. Lake Mead Pkwy

Henderson

NV

89015

Owned

No

HealthCare Partners Nevada, LLC

SMG-Corp; N Rainbow

1000 S. Rainbow Blvd.

Las Vegas

NV

89145

Owned

No

 

Sch 4.8-102

---

JSA Healthcare Corporation

Administrative Office

700 E. Warm Springs, Suite110

Las Vegas

NV

89119

Leased

No

JSA Healthcare Corporation

Administrative Office

770 E. Warm Springs, Suite 260

Las Vegas

NV

89119

Leased

No

JSA Healthcare Corporation

Administrative Office

770 E. Warm Springs, Suite 240

Las Vegas

NV

89119

Leased

No

JSA Healthcare Corporation

Administrative Office

700 E. Warm Springs, Suite 280

Las Vegas

NV

89119

Leased

No

JSA Healthcare Corporation

Administrative Office

650 White Drive, Suite 280

Las Vegas

NV

89119

Leased

No

JSA Healthcare Corporation

Administrative Office

2951 Marion Drive

Las Vegas

NV

89115

Leased

No

HealthCare Partners Nevada, LLC

IT Server Storage

7185 Pollock Drive

Las Vegas

NV

89119

Leased

No

HealthCare Partners Nevada, LLC

Parkway-Clinic

100 N. Green Valley Pkwy, Suite 240

Henderson

NV

89074

Leased

No

HealthCare Partners Nevada, LLC

Cardiology - Summerlin-Clinic

10105 Banburry Cross Drive, Suite 250

Las Vegas

NV

89144

Leased

No

RMCC Cancer Center

HWY 160-Clinic

1151 S. Hwy 160

Boulder City

NV

89005

Leased

No

HealthCare Partners of Nevada

W Calvada; Diagnostics

1279 Calvada (Trailer)

Pahrump

NV

89048

Leased

No

HealthCare Partners of Nevada

W Calvada; Diagnostics

1280 Calvada

Pahrump

NV

89048

Leased

No

JSA Healthcare Corporation

Henderson-Clinic

129 W. Lake Mead, Suite 10

Henderson

NV

89015

Leased

No

HealthCare Partners Nevada, LLC

NV Hwy-Clinic

1297 Nevada Highway, Suite A

Las Vegas

NV

89005

Leased

Yes

JSA Healthcare Corporation

Golden Triange-Clinic

1302 W. Craig Road

Las Vegas

NV

89032

Leased

No

JSA Healthcare Corporation

Galleria-Clinic

1397 Galleria Drive

Henderson

NV

89014

Leased

No

HealthCare Partners of Nevada

Redrock Peds

1430 E. Calvada, Suite 200

Henderson

NV

89074

Leased

No

Medical Systems Management, a Nevada Professional Corp./JSAHC (Sublease)

E Calvada-Clinic

1501 E. Calvada

Pahrump

NV

89048

Leased

Yes

Fremont Primary Care Limited Partnership

Wigwam-Clinic

1505 Wigwam Pkwy, Suite 230

Henderson

NV

89074

Leased

No

JSA Healthcare Corporation

Buffalo-Clinic

1700 N. Buffalo Drive

Las Vegas

NV

89128

Leased

No

HealthCare Partners of Nevada

Summerlin-Clinic

2035 Village Center Circle, Suite 111

Las Vegas

NV

89134

Leased

No

HealthCare Partners of Nevada

Virgin Valley

210 N. Sandhill

Mesquite

NV

89027

Leased

No

HealthCare Partners of Nevada

Civic Center-Clinic

2225 Civic Center Drive

N. Las Vegas

NV

89030

Leased

No

HealthCare Partners of Nevada

UC;Endo;Derma 1/3

2285 E. Flamingo Road, Suite 105

Las Vegas

NV

89119

Leased

No

HealthCare Partners of Nevada

Pecos-Clinic

283 N. Pecos Road

Henderson

NV

89074

Leased

No

JSA Professional Association

Siena-Clinic

2825 Siena Heights Drive

Henderson

NV

89052

Leased

No

HealthCare Partners of Nevada

Tenaya-Clinic

2851 Business Park Court, Suite 100

Las Vegas

NV

89128

Leased

No

Fremont Primary Care Limited Partnership

Oncology - Tenaya

2851 N. Tenaya, Suite 101

Las Vegas

NV

89128

Leased

No

HealthCare Partners of Nevada

Cardiology - Green Valley; Corp/Clinic

2865 Siena Heights, Suite 331

Henderson

NV

89052

Leased

No

 

Sch 4.8-103

---

Fremont Primary Care Limited Partnership

Oncology - Maryland

3006 South Maryland

Las Vegas

NV

89109

Leased

No

HealthCare Partners of Nevada

Cardiology - La Canada-Clinic

3131 La Canada, Suite 200

Las Vegas

NV

89169

Leased

No

JSA Healthcare Corporation

Tenaya Peds-Clinic

3150 N. Tenaya, Suite 260

Las Vegas

NV

89128

Leased

No

Fremont Primary Care Limited Partnership

Sunrise-Clinic

3201 S. Maryland Pkwy

Las Vegas

NV

89109

Leased

No

HealthCare Partners of Nevada

Desert View

330 South Lola Lane

Pahrump

NV

89048

Leased

No

Fremont Primary Care Limited Partnership

W Craig

3960 W. Craig Road, Suite 101

N. Las Vegas

NV

89032

Leased

No

JSA Healthcare Corporation

Valley-Clinic

400 Shadow Lane, Suite 207

Las Vegas

NV

89106

Leased

No

JSA Healthcare Corporation

Flamingo

4275 S. Burnham, Suite 105

Las Vegas

NV

89119

Leased

No

JSA Healthcare Corporation

Burnham-Clinic

4275 S. Burnham, Suite 255

Las Vegas

NV

89119

Leased

No

JSA Healthcare Corporation

Cardiology Burnham

4275 S. Burnham, Suite 335

Las Vegas

NV

89119

Leased

No

JSA Healthcare Corporation

Central Valley-Clinic

4275 S. Burnham, Suite 365

Las Vegas

NV

89119

Leased

No

Fremont Primary Care Limited Partnership

Oncology - Centennial

4722 N. 24th, Suite 400

Las Vegas

NV

89149

Leased

No

JSA Healthcare Corporation

Wynn-Clinic

4880 S. Wynn Road

Las Vegas

NV

89103

Leased

Yes

HealthCare Partners of Nevada

Lone Mountain-Clinic

4920 Lone Mountain

Las Vegas

NV

89130

Leased

No

JSA Healthcare Corporation

Spring Valley-Clinic

5320 S. Rainbow, Suite 101

Las Vegas

NV

89118

Leased

No

Solari Hospice Care, LLC/HealthCare Partners Nevada, LLC

Solari Hospice

5530 South Jones Blvd.

Las Vegas

NV

89118

Leased

No

JSA Healthcare Corporation

Durango-Clinic

5575 S. Durango

Las Vegas

NV

89148

Leased

No

JSA Healthcare Corporation

Medical Group - Corp; WR-Clinic/Admin

600 N. Whitney Ranch, Suits B6, B9

Henderson

NV

89014

Leased

No

HealthCare Partners of Nevada

Centennial Hills-Clinic

6850 N. Durango Drive, Suite 208

Las Vegas

NV

89149

Leased

No

HealthCare Partners of Nevada (Sublesee)

Cardiology - Centennial Hills-Clinic

6850 N. Durango Drive, Suite 211

Las Vegas

NV

89149

Leased

No

JSA Healthcare Corporation

Nellis-Clinic

821 N. Nellis

Las Vegas

NV

89110

Leased

No

Fremont Primary Care Limited Partnership

Oncology - San Martin

8285 W. Arby, Suite 100

Las Vegas

NV

89113

Leased

No

JSA Healthcare Corporation

Green Valley-Clinic

9077 S. Pecos Road, Suite 4500

Las Vegas

NV

89074

Leased

No

HealthCare Partners of Nevada

Cardiology-Clinic

9280 W. Sunset Road, Suite 320

Las Vegas

NV

89148

Leased

No

HealthCare Partners of Nevada

Southern Hills-Clinic

9280 W. Sunset Road, Suite 420

Las Vegas

NV

89148

Leased

No

Fremont Primary Care Limited Partnership

W Charleston-Clinic

9499 W. Charleston Blvd., Suite 150

Las Vegas

NV

89117

Leased

No

The Camden Group

Office Use

1882 S. Winton Road, Suite 8

Rochester

NY

14618

Leased

No

 

Sch 4.8-104

---

Schedule 7.1(c)

Existing Liens

 

Debtor		Jurisdiction		Secured Party		Original File Date		Original File Number		Collateral Description
ABQ Health Partners, LLC		Delaware		Creekridge Capital LLC		11/8/2007 and continued on 09/12/2012		20074265491		Leased Equipment
ABQ Health Partners, LLC		Delaware		De Lage Landen Financial Services, Inc.		9/24/2008 and continued on 09/04/2013		20083236385		Specific Equipment.
ABQ Health Partners, LLC		Delaware		KONICA MINOLTA BUSINESS SOLUTIONS USA INC		9/21/2012		20123645704		Leased Equipment
ABQ Health Partners, LLC		Bernalillo County, New Mexico		Audrey Neuson-Medina, Plaintiff		1/21/2009		D-202-CV-2009-00546		Civil Law Suit
DaVita HealthCare Partners Inc.		Delaware		North American Communications Resource, Inc.		10/23/2013		2013 4151305		Leased Equipment
DaVita HealthCare Partners Inc.		Delaware		North American Communications Resource, Inc.		10/23/2013		2013 4151495		Leased Equipment
DaVita HealthCare Partners Inc.		Delaware		Lease Corporation of America		3/3/2014		2014 0802249		Leased Equipment
DaVita HealthCare Partners Inc.		Delaware		Apple Financial Services		5/8/2014		2014 1811777		Leased Equipment
DaVita HealthCare Partners Inc.		Delaware		U.S. Bank Equipment Finance		5/15/2014		2014 1933209		Specific Equipment
DaVita HealthCare Partners Inc.		Delaware		U.S. Bank Equipment Finance		5/15/2014		2014 1933233		Specific Equipment
DaVita HealthCare Partners Inc.		Delaware		Apple Financial Services		5/28/2014		2014 2070522		Leased Equipment
DaVita HealthCare Partners Inc.		Delaware		U.S. Bank Equipment Finance		5/30/2014		2014 2121788		Specific Equipment
DaVita HealthCare Partners Inc.		Delaware		Apple Financial Services		3/3/2014		2014 2142206		Leased Equipment

---

DNH MEDICAL MANAGEMENT, INC.		California		Webbank		7/9/2012		12-7320028267		Leased Equipment
DVA Healthcare Renal Care, Inc.		Nevada		U.S. Bancorp		12/30/2011		2011035141-4		Specific Equipment
DVA Healthcare Renal Care, Inc.		Nevada		U.S. Bancorp		2/15/2012		2012004204-3		Specific Equipment
DVA Renal Healthcare, Inc.		Tennessee		Macquarie Equipment Finance, LLC		03/28/2008 and continued on 02/27/2013		208-015426		Leased Equipment
DVA Renal Healthcare, Inc.		Tennessee		US Bancorp		10/8/2010		310-059773		Specific Equipment
DVA Laboratory Services, Inc.		Florida		Siemens Healthcare Diagnostics Inc.		3/22/2010		201002208422		Specific Equipment
HealthCare Partners Nevada, LLC and Frank Toppo MD Inc.		Nevada		Baycap, LLC		2/5/2010)		2010003258-1		Specific Equipment.
HealthCare Partners Nevada, LLC		Nevada		Les Olson Company		8/7/2012		2012021267-6		Specific Equipment.
HealthCare Partners Nevada, LLC		Nevada		Cardinal Health		5/29/2013		2013013696-7		Equipment finance and lien
HealthCare Partners, LLC		California		Amerisourcebergen Drug Corporation		2/25/2011		11-7261836388		Equipment finance and lien
JSA HealthCare Corporation		Delaware		ASD Speciality Healthcare Inc.		10/16/2013		2013 4061298		Equipment finance and lien
Physicians Management, LLC		Delaware		Var Resources, Inc.		11/2/2009		2009 3155076		Leased Equipment
Renal Treatment Centers – Southeast LP		Delaware		Macquarie Equipment Finance, LLC		03/27/2008 and continued on 03/26/2013		2008 1075983		Leased Equipment
RMS Lifeline, Inc.		Delaware		Summit Funding Group, Inc.		3/20/2014		2014 1221720		Leased Equipment
Total Renal Care, Inc.		California		Macquarie Equipment Finance, LLC		03/27/2008 and continued on 02/26/2013		08-7152082265		Leased Equipment
Total Renal Laboratories, Inc.		Florida		Leaf Funding, Inc.		09/24/2004 and continued on 03/31/2009		200407942562		Specific Equipment
Total Renal Laboratories, Inc.		Florida		Siemens Healthcare Diagnostics Inc.		6/18/2013		201308280619		Specific Equipment

 

Sch 7.1(c)-2

---

DaVita-3SBio Healthcare Management (Liaoning) Co., Ltd.		China		Liaoning Sunshine Science and Technology Co,.Ltd		2/9/14				Note
Basin Dialysis, LLC		Ohio		Blackhawk Bank		8/2013				Note
Clover Dialysis, LLC		California		City National Bank		7/2014				Note
Cowell Dialysis, LLC		Illinois		Blackhawk Bank		2/2013				Note
Damon Dialysis, LLC		Indiana		Blackhawk Bank		8/2011				Note
DaVita Lehbi Cayman		Cayman Islands		Dr. Ali Mohammed Hamdan Allehbi		3/19/13				Note
Dialysis of Northern Illinois, LLC		Illinois		Blackhawk Bank		6/2011				Note
Dolores Dialysis, LLC		California		Well Fargo Equipment Finance		1/2012				Note
DSI Plainfield, LLC		Indiana		National Bank of Inianapolis		1/2011				Note
East Ft Lauderdale, LLC		Florida		City National Bank		5/2013				Note
Four Corners Dialysis Clinics		New Mexico		Four Corners Community Bank		10/2011				Note
Geyser Dialysis, LLC		Iowa		City National Bank		6/2013				Note
Golden Dialysis, LLC		Texas		City National Bank		8/2013				Note
Goldendale Dialysis, LLC		Georgia		City National Bank		8/2013				Note
Great Dialysis, LLC		Texas		JPMorgan		7.2011				Note
Greater Las Vegas Dialysis, LLC		Nevada		City National Bank		12/2012				Note
Honeyman Dialysis, LLC		Iowa		Blackhawk Bank		12/2013				Note
DSI Spring Valley, LLC (was ISD)		Nevada		City National Bank		4/2013				Note
Lathrop Dialysis, LLC		Texas		City National Bank		5/2013				Note
Leaseburg Dialysis, LLC		Missouri		Blackhawk Bank		12/2011				Note
Lincolnton Dialysis, LLC		Minnesota		City National Bank		4/2014				Note
Loup Dialysis, LLC		Missouri		Parkside Dinancial Bank & Trust		4/2012				Note
Okanogan Dialysis, LLC		Florida		City National Bank		5/2013				Note
Palmetto Dialysis, LLC		Missouri		Parkside Dinancial Bank & Trust		4/2012				Note
Patoka Dialysis, LLC		Florida		Blackhawk Bank		4/2013				Note
Pearl Dialysis, LLC		Minnesota		City National Bank		12/2013				Note
Pittsburgh Dialysis, LLC		Pennsylvania		Colorado Business Bank DTC		12/2012				Note
Priday Dialysis, LLC		California		City National Bank		5/2013				Note
Redcliff Dialysis, LLC		New Jersey		City National Bank		12/2013				Note
Rio Dialysis, LLC		Minnesota		Blackhawk Bank		10/2011				Note
Russel Dialysis, LLC		Texas		City National Bank		5/2012				Note
Sands Dialysis, LLC		Florida		Blackhawk Bank		2/2012				Note
Sapelo Dialysis, LLC		California		City National Bank		5/2014				Note
Dr. Ali Lehbi Medical Center (aka Ali Mohammed Al Lehbi Medical Center Company)		Saudi Arabia		Saudi Credit & Savings Bank		5/14/08				Note

 

Sch 7.1(c)-3

---

Shone Dialysis, LLC		Georgia		Well Fargo Equipment Finance		5/2014				Note
Townsend		Florida		City National Bank		12/2013				Note
Tugman Dialysis, LLC		Missouri		Parkside Dinancial Bank & Trust		4/2012				Note
Tumalo Dialysis, LLC		Texas		Bank of Texas		9/2011				Note
Victory Dialysis, LLC		Maryland		Colorado Business Bank DTC		4/2011				Note
Villanueva Dialysis, LLC		California		City National Bank		2/2013				Note
Walker Dialysis, LLC		California		Umpqua Bank		6/2011				Note

Liens with respect to operating leases and equipment financings incurred by each of the Subsidiaries.

 

Sch 7.1(c)-4

---

Schedule 7.2(b)

Existing Debt as of 5/31/14¹

 

Bank / Institution		Entity		Type		Amount
Colorado Business Bank DTC		Victory Dialysis, LLC		Note		$	963,026
Well Fargo Equipment Finance		Dolores Dialysis, LLC		Note		$	1,457,106
Well Fargo Equipment Finance		Shone Dialysis, LLC		Note		$	1,380,000
Umpqua Bank		Walker Dialysis, LLC		Note		$	4,147,665
JPMorgan		Great Dialysis, LLC		Note		$	1,180,000
Four Corners Community Bank		Four Corners Dialysis Clinics		Note		$	423,061
National Bank of Indianapolis		DSI Plainfield, LLC		Note		$	60,000
Parkside Financial Bank & Trust		Palmetto Dialysis, LLC		Note		$	640,316
Parkside Financial Bank & Trust		Loup Dialysis, LLC		Note		$	1,219,140
Parkside Financial Bank & Trust		Tugman Dialysis, LLC		Note		$	859,864
Bank of Texas		Tumalo Dialysis, LLC		Note		$	273,226
Blackhawk Bank		Dialysis of Northern Illinois, LLC		Note		$	233,081
Blackhawk Bank		Honeyman Dialysis, LLC		Note		$	1,936,392
Blackhawk Bank		Leaseburg Dialysis, LLC		Note		$	2,019,882
Blackhawk Bank		Rio Dialysis, LLC		Note		$	494,129
Blackhawk Bank		Sands Dialysis, LLC		Note		$	1,208,967
Blackhawk Bank		Damon Dialysis, LLC		Note		$	933,682
Blackhawk Bank		Cowell Dialysis, LLC		Note		$	1,014,777
Blackhawk Bank		Basin Dialysis, LLC		Note		$	400,000
Blackhawk Bank		Patoka Dialysis, LLC		Note		$	714,000

 

1	Certain of the below are associated with operating leases for the equipment.

---

Bank / Institution		Entity		Type		Amount
Colorado Business Bank DTC		Pittsburgh Dialysis, LLC		Note		$	12,750,000
City National Bank		Russel Dialysis, LLC		Note		$	1,397,464
City National Bank		Greater Las Vegas Dialysis, LLC		Note		$	1,305,644
City National Bank		Villanueva Dialysis, LLC		Note		$	1,666,115
City National Bank		Okanogan Dialysis, LLC		Note		$	1,150,000
City National Bank		ISD Spring Valley, LLC		Note		$	386,667
City National Bank		East Ft Lauderdale, LLC		Note		$	239,999
City National Bank		Lathrop Dialysis, LLC		Note		$	1,295,000
City National Bank		Priday Dialysis, LLC		Note		$	500,000
City National Bank		Geyser Dialysis, LLC		Note		$	1,600,000
City National Bank		Goldendale Dialysis, LLC		Note		$	797,000
City National Bank		Golden Dialysis, LLC		Note		$	1,100,000
City National Bank		Pearl Dialysis, LLC		Note		$	1,600,000
City National Bank		Townsend		Note		$	538,000
City National Bank		Clover Dialysis, LLC		Note		$	800,000
City National Bank		Redcliff Dialysis, LLC		Note		$	952,133
City National Bank		Lincolnton Dialysis, LLC		Note		$	1,100,000
City National Bank		Sapelo Dialysis, LLC		Note		$	1,900,000
Dr. Ali Mohammed Hamdan Allehbi		DaVita Lehbi Cayman		Note		$	439,466
Liaoning Sunshine Sscience and Technology Co,.Ltd		DaVita-3SBio Healthcare Management (Liaoning) Co., Ltd.		Note		$	1,750,142
Saudi Credit & Savings Bank		Dr. Ali Lehbi Medical Center (aka Ali Mohammed Al Lehbi Medical Center Company)		Note		$	519,653
VGCMD, LLC		Hills Dialysis, LLC		Lease		$	817,899
Saga Realty-Shaker Square		St. Luke’s Dialysis, LLC		Lease		$	415,307

 

Sch 7.2(b)-2

---

Bank / Institution		Entity		Type		Amount
Mercy Medical Center of Durango		Durango		Equipment lease		$	13,692
Well Fargo Equipment Finance		Conyers		Equipment lease		$	277,862
Capital Partners		Access Care		Equipment lease		$	227,754
Various		Various		Capital leases		$	175,093,369
Central WA holdback		Total Renal Care, Inc		Deferred purchase		$	655,000
Jackson		Total Renal Care, Inc		Deferred purchase		$	3,000
Long Island Renal Care		Knickerbocker Dialysis, Inc		Deferred purchase		$	12,792
Malaysia Office		DVA (Malaysia) SDN. BHD.		Deferred purchase		$	155,569
Renovation of Life		Total Renal Care, Inc		Deferred purchase		$	50,000
Crown		Total Renal Care, Inc		Deferred purchase		$	175,000
Greenfield		Total Renal Care, Inc		Deferred purchase		$	3,050,000
Garfield		Total Renal Care, Inc		Deferred purchase		$	250,000
Ratingen		MVZ DaVita Karlstrasse GmbH		Deferred purchase		$	897,698
Heerdt		MVZ DaVita Karlstrasse GmbH		Deferred purchase		$	1,814,708
Sued		MVZ DaVita Karlstrasse GmbH		Deferred purchase		$	617,080
Karlstrasse		MVZ DaVita Karlstrasse GmbH		Deferred purchase		$	5,798,894
Gerresheim		MVZ DaVita Karlstrasse GmbH		Deferred purchase		$	766,799
Total:						$	246,438,020
Sumitomo		DaVita HealthCare Partners Inc.		Swap		$	1,318,707
Wells Fargo		DaVita HealthCare Partners Inc.		Swap		$	362,847
Credit Agricole		DaVita HealthCare Partners Inc.		Swap		$	358,619
Royal Bank of Canada		DaVita HealthCare Partners Inc.		Swap		$	359,116

 

Sch 7.2(b)-3

---

Bank / Institution		Entity		Type		Amount
Bank of Nova Scotcia		DaVita HealthCare Partners Inc.		Swap		$	272,135
Barclays Bank		DaVita HealthCare Partners Inc.		Swap		$	270,270
Suntrust Bank		DaVita HealthCare Partners Inc.		Swap		$	272,135
Union Bank		DaVita HealthCare Partners Inc.		Swap		$	180,180
JPMorgan		DaVita HealthCare Partners Inc.		Swap		$	179,807
Total:						$	3,573,816
Operating leases and equipment financings incurred by each of the Subsidiaries.

 

Sch 7.2(b)-4

---

Schedule 7.6

Investments as of 5/31/14

 

Parent		Partnership		Ownership		Amount
Total Renal Care, Inc.		Total Renal Care / Crystal River Dialysis , L.C.		33.33%		$	253,693
Total Renal Care, Inc.		Southwest Kidney-DaVita Dialysis Partners, LLC		50%		$	24,508,804
Total Renal Care, Inc.		Southwest Kidney-DaVita Dialysis Partners II, LLC		50%		$	1,119,299
Renal Treatment Centers - West, Inc.		Routt Dialysis, LLC		40%		$	2,668,402
East End Dialysis Center, Inc.		MD Investments		50%		$	240,003
TRC of New York, Inc.		MHS-XV, LLC (IHS of New York, Inc.)		15%		$	—
TRC of New York, Inc.		MHS-XIV,LLC (IHS of New York, Inc.)		15%		$	—
DaVita HealthCare Partners Inc.		CVRx, Inc.		Pref Stock		$	5,000,001
HealthCare Partners Affiliates Medical Group		Magan Medical Group		50%		$	5,244,173
HealthCare Partners, LLC		California Medical Group, Inc.		67%		$	3,088,728
Arizona Integrated Physicians, Inc.		Banner Health Network		25%		$	7,600,000
HCP Explorer		Tandigm Health, LLC		50%		$	4,749,500
						$	54,472,603

---

EXHIBIT A

[RESERVED]

---

EXHIBIT B

[Form of]

COMPLIANCE CERTIFICATE

I, [                    ], the [Chief Financial Officer] of DaVita HealthCare Partners Inc. (in such capacity and not in my individual capacity), hereby certify that, with respect to that certain Credit Agreement, dated as of June 24, 2014 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); all of the defined terms in the Credit Agreement are incorporated herein by reference) among DaVita HealthCare Partners Inc., a Delaware corporation, as borrower (the “Borrower”), the Guarantors party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto:

a. Attached hereto as Schedule 1 are detailed calculations¹ demonstrating compliance by Borrower with Sections 7.6(e), 7.12 and 7.16 of the Credit Agreement and showing a reconciliation of Consolidated EBITDA to net income. Borrower is in compliance with such Sections as of the date hereof. [Attached hereto as Schedule 2 are detailed calculations setting forth (i) the Borrower’s Excess Cash Flow, (ii) the Available Amount and (iii) that portion of the Available Amount that has been utilized pursuant to Sections 7.6(k)(ii), 7.7(d)(ii) and 7.9(a)(ii)(y) of the Credit Agreement.]² [Attached hereto as Schedule 3 is the report of [accounting firm.]]³

b. The Borrower was in compliance with each of the covenants set forth in Sections 7.12 and 7.16 of the Credit Agreement at all times during and since [                    ].

c. No Default has occurred under the Credit Agreement which has not been previously disclosed, in writing, to the Administrative Agent pursuant to a Compliance Certificate.⁴

 

 

1	Which calculations shall be in reasonable detail satisfactory to the Administrative Agent and shall include, among other things, an explanation of the methodology used in such calculations and a breakdown of the components of such calculations.

2	To accompany annual financial statements only, commencing with the Fiscal Year ending December 31, 2015.

3

To accompany annual financial statements only. The report must opine or certify that, with respect to its regular audit of such financial statements, which audit was conducted in accordance with GAAP, the accounting firm obtained no knowledge that any Default has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof.

4

If a Default shall have occurred, an explanation specifying the nature and extent of such Default shall be provided on a separate page together with an explanation of the corrective action taken or proposed to be taken with respect thereto (include, as applicable, information regarding actions, if any, taken since prior certificate).

---

Dated this [    ] day of [            ], 20[    ].

 

 

Exh B-2

---

SCHEDULE 1

Financial Covenants

 

(A)		Maximum Leverage Ratio: Debt to Consolidated EBITDA
1.		Debt calculation:
(i)         Funded Debt of Borrower and its Subsidiaries, including debt in respect of Specified Letters of Credit outstanding as of such date (assuming that the maximum amount of any such Specified Letters of Credit are fully drawn)
				[explanation of differences from balance sheet debt]
				(i) includes:
				Government Reimbursement Program Costs (exclusive of those paid in such period)
				Loans
				Receivables Transaction Amounts
				preferred Capital Stock obligations5
Plus
		(ii)		Letters of Credit (to the extent not included in (i));
Minus
		(iii)		cash and Cash Equivalents of Borrower and its Subsidiaries
Debt for the Measurement Period:
2.		Consolidated EBITDA calculation:
		(i)		Consolidated EBITDA
				(a)    Consolidated Net Income of Borrower and its Subsidiaries
plus (each of (b) — (m) to the extent deducted from Consolidated Net Income for such period)
				(b)    Consolidated Interest Expense of Borrower and its Subsidiaries (including any cash charges for refinancing any of the Obligations)

 

5	But excludes Contingent Obligations permitted under Section 7.2 of the Credit Agreement.

 

Sch 1-1

---

				(c)    income tax expense of BorLP12rower and its Subsidiaries
				(d)    depreciation expense of Borrower and its Subsidiaries
				(e)    amortization expense of Borrower and its Subsidiaries
				(f)     cash fees, expenses, charges, debt extinguishment costs and other costs incurred in connection with the Transactions
				(g)    other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) (excluding write-offs of current assets of Borrower and its Subsidiaries)
				(h)    consolidated expenses for valuation adjustments or impairment charges
				(i)     expenses and charges relating to non-controlling interests and equity income in Subsidiaries
				(j)     extraordinary losses subtracted in determining Consolidated Net Income
				(k)    any losses of a Person (other than a Subsidiary) in which the Borrower or any of its Subsidiaries has an ownership interest that is accounted for using the equity method
				(l)     cash fees, expenses, charges, debt extinguishment costs and other costs incurred in connection with any Investments permitted by Section 7.6(e), (f), (j), (k) or (m)
				(m)   unusual or nonrecurring losses or charges for such period
Minus
				(n)    extraordinary gains added in determining Consolidated Net Income of Borrower and its Subsidiaries

 

Sch 1-2

---

Minus
				(o)    aggregate amount of all non-cash items increasing Consolidated Net Income (other than accrual of revenue or recording of receivables in the ordinary course of business)
Minus
				(p)    unusual or nonrecurring gains for such period
Consolidated EBITDA for Measurement Period:
Leverage Ratio for Measurement Period:						[     ] to 1.00
Covenant Requirement for Measurement Period:						[     ] to 1.00

 

Sch 1-3

---

EXHIBIT C

[Form of]

SOLVENCY CERTIFICATE

I, the undersigned, the chief financial officer of DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), DO HEREBY CERTIFY on behalf of Borrower that:

1. This Certificate is furnished pursuant to Section 5.1(f) of the Credit Agreement, (as in effect on the date of this Certificate); the capitalized terms defined therein being used herein as therein defined, dated as of June 24, 2014 among DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), the Guarantors, the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto (as from time to time in effect, the “Credit Agreement”).

2. Immediately following the consummation of the Transactions and immediately following the making of each Loan on the date hereof and after giving effect to the application of the proceeds of each Loan on the date hereof; (a) the amount of the “present fair saleable value” of the assets of each Loan Party (individually and on a Consolidated basis with its Subsidiaries) will exceed the amount of all “liabilities of such Loan Party, contingent or otherwise”, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors; (b) the present fair saleable value of the assets of each Loan Party will be greater than the amount that will be required to pay the liability of such Loan Party on its debts as such debts become absolute and matured; (c) each Loan Party will not have an unreasonably small amount of capital with which to conduct its business; and (d) each Loan Party will be able to pay its debts as they mature. For purposes of this certificate, (i) “debt” means liability on a “claim,” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

[Signature Page Follows]

 

C-1

---

IN WITNESS WHEREOF, I have hereunto set my hand this [    ]th day of [            ].

 

DAVITA HEALTHCARE PARTNERS INC.
By:
Name:
Title:		[Chief Financial Officer]

 

C-2

---

EXHIBIT D

[Reserved]

 

D-1

---

EXHIBIT E

[Form of]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement defined below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including participations in any Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

 

1.		Assignor:
2.		Assignee:
				[and is an Affiliate/Approved Fund of [identify Lender]6 ]
3.		Borrower(s):		DaVita HealthCare Partners Inc.
4.		Administrative Agent:		JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
5.		Credit Agreement: The Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Section 1 of the Credit Agreement), the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto.

 

6	Select as applicable.

 

E-1

---

6.		Assigned Interest:

 

Facility Assigned

Aggregate Amount of Commitment/ Loans for all Lenders

Amount of Commitment/ Loans Assigned

Percentage Assigned of Commitment/Loans7

Tranche A Term Facility

$

$

%

Tranche B Term Facility

$

$

%

Dollar Revolving Facility

$

$

%

Alternative Currency Revolving Facility

$

$

%

[Page break]

 

7	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

 

E-2

---

Effective Date:                  , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]⁸

The terms set forth in this Assignment and Assumption are hereby agreed to:

 

 

Consented to and Accepted:
[DAVITA HEALTHCARE PARTNERS INC.
By:
Name:
Title:    ]9

 

 

8	This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees.

9	To be completed to the extent consent is required under Section 11.6(b) of the Credit Agreement.

 

E-3

---

[JPMORGAN CHASE BANK, N.A.,
as [Administrative Agent]10 [Issuing Lender and     SwinglineLender]11
By:
Name:
Title:    ]

 

 

10	To be completed to the extent consent is required under Section 11.6(b) of the Credit Agreement.

11	Reference to Issuing Lender and Swingline Lender required for an assignment of Revolving Commitments.

 

E-4

---

ANNEX 1 to Assignment and Assumption

DAVITA HEALTHCARE PARTNERS INC.

CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of their Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.7 thereof or delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date, (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.19 of the Credit Agreement, duly completed and executed by the Assignee and (viii) it is not a Disqualified Lender or an affiliate of a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.

 

E-5

---

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by, the law of the State of New York (including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law, but otherwise without regard to conflicts of laws principles thereof).

 

E-6

---

EXHIBIT F

[Reserved]

 

F-1

---

EXHIBIT G

[Form of]

PREPAYMENT OPTION NOTICE

[Lenders]

Re: DaVita HealthCare Partners Inc.

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among DaVita HealthCare Partners Inc., a Delaware corporation, as borrower (the “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in the Credit Agreement), the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto. Borrower has provided us with notice pursuant to Section 2.11(e) of the Credit Agreement that it shall be making a prepayment of Tranche B Term Loans under the Credit Agreement.

This Prepayment Option Notice constitutes an offer by the Borrower to prepay Tranche B Term Loans in the amount listed below on the 10th Business Day following the date hereof.

Please notify the Administrative Agent in writing within [    ] days whether you accept or decline this offer. Please note that failure to respond to this notice shall be deemed an acceptance of the prepayment offered to be repaid, as listed below.

Pursuant to Section 2.11(e) of the Credit Agreement. Borrower shall pay (i) to the relevant Tranche B Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respects of which such Lenders have accepted prepayment and (ii) to the Tranche A Lenders an amount equal to the portion of the Tranche B Prepayment Amount not accepted by Tranche B Term Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; provided that if after the application of amounts pursuant to clause (ii), any portion of the Tranche B Prepayment Amount not accepted by the Tranche B Term Loan Lenders shall remain, such amount shall be used to prepay the Tranche B Term Loans on a pro rata basis.

 

(A)   Facility and Type of Loan being offered to be prepaid		Tranche B Term Loan
(B)   Percentage of all Tranche B Term Loans offered to be prepaid
(C)   Principal amount of your Tranche B Term Loans offered to be prepaid
(D)   Date of prepayment (which is a Business Day)

 

G-1

---

[Signature Page Follows]

 

 

G-2

---

EXHIBIT H

[Form of]

BORROWING REQUEST

JPMorgan Chase Bank, N.A.

as Administrative Agent for

the Lenders referred to below,

c/o JPMorgan Chase Bank, [Loan and Agency Services Group]

500 Stanton Christiana Road

Floor 3, Ops 2

Newark, DE 19713

Attention: Tesfaye Anteneh

Fax: 302-634-1417

with a copy to:

JPMorgan Chase Bank, N.A.

383 Madison Avenue

New York, New York 10179

Attention: Dawn Lee Lum

Fax: 212-270-3279

Re: DaVita HealthCare Partners Inc.

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Section 1 of the Credit Agreement), the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto. Borrower hereby gives you notice that it requests a Credit Extension pursuant to Section [2.2] [2.5] [2.7] of the Credit Agreement, and in that connection sets forth below the terms on which such Credit Extension is requested to be made:

 

(A)   Facility of Credit Extension		[Dollar Revolving Facility] [Alternative Currency Revolving Facility] [Tranche A Term Facility] [Tranche B Term Facility] [Swingline Loan]
(B)   Principal amount of       Credit Extension12

 

12

Each borrowing under the Dollar Revolving Commitments and each borrowing of Alternative Currency Revolving Loans denominated in Dollars shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Dollar Revolving Commitments or Available Alternative Currency Revolving Commitments, as applicable, are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each borrowing under the Alternative Currency Revolving Commitments (other than borrowings denominated in Dollars) should be in an amount equal to the Alternative Currency Equivalent of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

 

H-1

---

(D)   Currency
(D)   Date of Credit Extension         (which is a Business Day)
(E)   Type of Credit Extension		[ABR] [Eurodollar]13
(F)    Interest Period and the last day thereof14
(G)   Funds are requested to be disbursed to Borrower’s account with JPMorgan Chase Bank, N.A. (Account No. ).

Borrower hereby represents and warrants that the conditions to lending specified in Sections 5.2(b) and (c) of the Credit Agreement are satisfied as of the date hereof.

[Signature Page Follows]

 

13	Shall be ABR for Swingline Loans.

14	Shall be subject to the definition of “Interest Period” in the Credit Agreement.

 

H-2

---

 

H-3

---

EXHIBIT I

[RESERVED]

 

J-1

---

EXHIBIT J

[Form of]

EXEMPTION CERTIFICATE

Reference is made to the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Section 1 of the Credit Agreement), the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto.

The undersigned is not (i) a bank (as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”)), (ii) a “10-percent shareholder” of Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code.

 

Dated:                     , 20    .

 

J-1

---

EXHIBIT K

[RESERVED]

 

K-2-1

---

EXHIBIT L

[Form of]

JOINDER AGREEMENT

Reference is made to the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Section 1 of the Credit Agreement), the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto.

W I T N E S S E T H:

WHEREAS, the Guarantors have entered into the Credit Agreement and the Security Agreement in order to induce the Lenders to make the Loans and the Issuing Lender to issue Letters of Credit to or for the benefit of Borrower;

WHEREAS, pursuant to Section 6.12(b) of the Credit Agreement, Subsidiaries of Borrower are generally required to become Guarantors under the Credit Agreement. The undersigned Subsidiary (the “New Guarantor”) is executing this joinder agreement (“Joinder Agreement”) to the Credit Agreement in order to induce the Lenders to make additional Revolving Loans and the Issuing Lender to issue Letters of Credit and as consideration for the Loans previously made [and Letters of Credit previously issued].

NOW, THEREFORE, the Administrative Agent, Collateral Agent and the New Guarantor hereby agree as follows:

1. Guarantee. In accordance with Section 6.12(b) of the Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Credit Agreement with the same force and effect as if originally named therein as a Guarantor.

2. Representations and Warranties. The New Guarantor hereby (a) agrees to all the terms and provisions of the Credit Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof. Each reference to a Guarantor in the Credit Agreement shall be deemed to include the New Guarantor. The New Guarantor hereby attaches supplements to each of the schedules to the Credit Agreement applicable to it.

3. Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4. Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.

 

L-1

---

5. No Waiver. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

6. Notices. All notices, requests and demands to or upon the New Guarantor, any Agent or any Lender shall be governed by the terms of Section 11.2 of the Credit Agreement.

7. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

[Signature Page Follows]

 

L-2

---

IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

 

 

L-3

---

[Note: Schedules to be attached.]

 

L-4

---

EXHIBIT M

[Form of]

INTERCOMPANY NOTE

New York, New York

[date]

FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as a Payee shall from time to time designate, the unpaid principal amount of all loans and advances (including trade payables) made by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.

This note (“Note”) is the Intercompany Note referred to in the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among DaVita HealthCare Partners Inc., a Delaware corporation, the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Section 1 of the Credit Agreement), the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto, and is subject to the terms thereof, and shall be pledged by each Payee pursuant to the Security Agreement, to the extent required pursuant to the terms thereof. Each Payee hereby acknowledges and agrees that the Administrative Agent may exercise all rights provided in the Credit Agreement and the Security Agreement with respect to this Note.

Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is Borrower or a Guarantor to any Payee other than Borrower shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of such Payor under the Credit Agreement, including, without limitation, where applicable, under such Payor’s guarantee of the Obligations under the Credit Agreement (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):

11.19.a.i.A.1.1 In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Payor or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Payor, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before any Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which such Payee would otherwise be entitled (other than debt securities of such Payor that are subordinated, to at

 

M-1

---

least the same extent as this Note, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness;

11.19.a.i.A.1.2 if any Event of Default occurs and is continuing with respect to any Senior Indebtedness (including any Default under the Credit Agreement), then no payment or distribution of any kind or character shall be made by or on behalf of the Payor or any other Person on its behalf with respect to this Note; and

11.19.a.i.A.1.3 if any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), in respect of this Note shall (despite these subordination provisions) be received by any Payee in violation of clause (i) or (ii) before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness in full in cash.

To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to act on the part of any Payor or by any act or failure to act on the part of such holder or any trustee or agent for such holder. Each Payee and each Payor hereby agree that the subordination of this Note is for the benefit of the Administrative Agent, the Issuing Lender and the Lenders and the Administrative Agent, the Issuing Lender and the Lenders are obligees under this Note to the same extent as if their names were written herein as such and the Administrative Agent may, on behalf of the itself, the Issuing Lender and the Lenders, proceed to enforce the subordination provisions herein.

The indebtedness evidenced by this Note owed by any Payor that is not Borrower or a Guarantor shall not be subordinated to, and shall rank pari passu in right of payment with, any other obligation of such Payor.

Nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Payee and other creditors of such Payor other than the holders of Senior Indebtedness.

Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.

Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

 

M-2

---

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF).

 

 

M-3

---

EXHIBIT N-1

[Form of]

REVOLVING LOAN NOTE

 

$		New York, New York
		[Date]

FOR VALUE RECEIVED, the undersigned, DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), hereby promises to pay to the order of [                    ] (the “Lender”) on the Revolving Termination Date, in lawful money of the United States or such other Alternative Currency in which a relevant Revolving Loan was made and in immediately available funds the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement referred to below. Borrower further agrees to pay interest in like money at such office specified in Section 2.17(d) of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the dates, specified in Section 2.14 of such Credit Agreement.

The holder of this Note may endorse and attach a schedule to reflect the date, Type, currency and amount of each Revolving Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.12 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of Borrower hereunder or under the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the Guarantors, the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

 

N-1-1

---

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF).

[Signature Page Follows]

 

N-1-2

---

 

N-1-3

---

EXHIBIT N-2

[Form of]

TRANCHE A TERM LOAN NOTE

 

$		New York, New York
		[Date]

FOR VALUE RECEIVED, the undersigned, DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), hereby promises to pay to the order of [                    ] (the “Lender”) on [maturity date] in lawful money of the United States and in immediately available funds, the principal amount of                 DOLLARS ($        ), or, if less, the aggregate unpaid principal amount of all Tranche A Term Loans of the Lender outstanding under the Credit Agreement referred to below, which sum shall be due and payable in such amounts and on such dates as are set forth in the Credit Agreement. Borrower further agrees to pay interest in like money at such office specified in Section 2.17(d) of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the dates, specified in Section 2.14 of such Credit Agreement.

The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Tranche A Term Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.12 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of Borrower hereunder or under the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the Guarantors, the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided therein.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

 

N-2-1

---

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF).

[Signature Page Follows]

 

N-2-2

---

 

N-2-3

---

EXHIBIT N-3

[Form of]

TRANCHE B TERM LOAN NOTE

 

$		New York, New York
		[Date]

FOR VALUE RECEIVED, the undersigned, DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), hereby promises to pay to the order of [                    ] (the “Lender”) on the Tranche B Term Loan Maturity Date, in lawful money of the United States and in immediately available funds, the principal amount of                 DOLLARS ($        ), or if less, the aggregate unpaid principal amount of all Tranche B Term Loans of the Lender outstanding under the Credit Agreement referred to below, which sum shall be due and payable in such amounts and on such dates as are set forth in the Credit Agreement. Borrower further agrees to pay interest in like money at such office specified in Section 2.17(d) of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the dates, specified in Section 2.14 of such Credit Agreement.

The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Tranche B Term Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.12 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of Borrower hereunder or under the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the Guarantors, the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable as provided therein.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

 

N-3-1

---

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF).

[Signature Page Follows]

 

N-3-2

---

 

N-3-3

---

EXHIBIT N-4

[Form of]

SWINGLINE NOTE

 

$		New York, New York
		[Date]

FOR VALUE RECEIVED, the undersigned, DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), hereby promises to pay to the order of [                    ] (the “Lender”) on the Revolving Termination Date, in lawful money of the United States and in immediately available funds, the principal amount of the lesser of (a)                 ($        ) and (b) the aggregate unpaid principal amount of all Swingline Loans made by Lender to the undersigned pursuant to Sections 2.6 and 2.7 of the Credit Agreement referred to below. Borrower further agrees to pay interest on the unpaid principal amount hereof in like money at such office specified in Section 2.17(d) of the Credit Agreement from time to time from the date hereof at the rates and on the dates specified in Section 2.14 of the Credit Agreement.

The holder of this Note may endorse and attach a schedule to reflect the date, the amount of each Swingline Loan and the date and amount of each payment or prepayment of principal thereof; provided that the failure of Lender to make such recordation (or any error in such recordation) shall not affect the obligations of Borrower hereunder or under the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the Guarantors, the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

 

N-4-1

---

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF).

[Signature Page Follows]

 

N-4-2

---

 

N-4-3

---

EXHIBIT O

[Form of]

LC REQUEST

Dated [                ]

JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DaVita HealthCare Partners Inc., a Delaware corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto.

JPMorgan Chase Bank, N.A.,

    as Administrative Agent for

the Lenders referred to below,

c/o JPMorgan Chase Bank, Loan and Agency Services Group

500 Stanton Christiana Road

Floor 3, Ops 2

Newark, DE 19713

Attention: Tesfaye Anteneh

Fax: 302-634-1417

with a copy to:

JPMorgan Chase Bank, N.A.

270 Park Avenue

New York, NY 10017

Attention: Dawn Lee Lum

Fax: 212-270-3279

Ladies and Gentlemen:

We hereby request that [name of proposed Issuing Lender], as Issuing Lender under the Credit Agreement, [issue] [amend] [renew] [extend] [a] [an existing] Letter of Credit for the account of the undersigned on [                ] (the “Date of [Issuance] [Amendment] [Renewal] [Extension]”) in the aggregate stated amount of [        ]¹⁵. [Such Letter of Credit was originally issued on [date].] The requested Letter of Credit shall be a [Dollar Letter of Credit] [Alternative Currency Letter of Credit]. The requested Letter of Credit [shall be] [is] denominated in [    ]¹⁶.

For purposes of this LC Request, unless otherwise defined herein, all capitalized terms used herein which are defined in the Credit Agreement shall have the respective meaning provided therein.

 

 

15	Aggregate initial stated amount of Letter of Credit.

16	Currency in which the Letter of Credit shall be denominated (which, in the case of a Dollar Letter of Credit, shall be in Dollars, and, in the case of an Alternative Currency Letter of Credit, shall be in Dollars or any other Alternative Currency).

 

O-1

---

The beneficiary of the requested Letter of Credit [will be] [is] [            ], and such Letter of Credit [will be] [is] in support of (¹⁷) and [will have] [has] a stated expiration date of [            ]¹⁸. [Describe the nature of the amendment, renewal or extension.]

We hereby certify that:

(1) Each of Borrower and each other Loan Party is in compliance in all material respects with all the terms and provisions set forth in each Loan Document on its part to be observed or performed, and, as of today and at the time of and immediately after giving effect to the [issuance] [amendment] [renewal] [extension] of the Letter of Credit requested herein, no Default has or will have occurred and be continuing.

(2) Each of the representations and warranties made by any Loan Party set forth in any Loan Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects) on and as of today’s date and with the same effect as though made on and as of today’s date, except to the extent such representations and warranties expressly relate to an earlier date.

(3) No order, judgment or decree of any Governmental Authority purports to restrain any Lender from taking any actions to be made hereunder or from making any Loans to be made by it. No injunction or other restraining order has been issued, is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this LC Request, the Credit Agreement or the making of Loans thereunder.

(4) [After giving effect to the request herein, the LC Obligations will not exceed the LC Commitment, the Available Dollar Revolving Commitments will not be less than zero and the Dollar LC Obligations with respect to any Issuing Lender will not exceed the applicable Specified Dollar LC Sublimit of such Issuing Lender then in effect.] [After giving effect to the request herein, the LC Obligations will not exceed the LC Commitment, the Alternative Currency LC Obligations will not be less than zero and the Alternative Currency LC Obligations with respect to any Issuing Lender will not exceed the applicable Specified Alternative Currency LC Sublimit of such Issuing Lender then in effect.]

 

 

17	Insert description of the obligation to which it relates in the case of standby Letters of Credit and a description of the commercial transaction which is being supported in the case of commercial Letters of Credit.

18

Each Letter of Credit shall expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is fifteen Business Days prior to the Revolving Termination Date (or with respect to any Letters of Credit outstanding with respect to an Extended Revolving Commitment, the Maturity Date applicable thereto), provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

 

O-2

---

Copies of all relevant documentation with respect to the supported transaction are attached hereto.

 

 

O-3

---

EXHIBIT P

[Form of]

INTEREST ELECTION REQUEST

JPMorgan Chase Bank, N.A.,

    as Administrative Agent for

the Lenders referred to below,

c/o JPMorgan Chase Bank, Loan and Agency Services Group

500 Stanton Christiana Road

Floor 3, Ops 2

Newark, DE 19713

Attention: Tesfaye Anteneh

Fax: 302-634-1417

with a copy to:

JPMorgan Chase Bank, N.A.

270 Park Avenue

New York, NY 10017

Attention: Dawn Lee Lum

Fax: 212-270-3279

[Date]

Re: DaVita HealthCare Partners Inc.

Ladies and Gentlemen:

This Interest Election Request is delivered to you pursuant to Section 2.12 of the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among DaVita HealthCare Partners Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Section 1 thereof), the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto.

 

P-1

---

Borrower hereby requests that on [            ]²⁰ (the “Interest Election Date”),

1. $[        ] of the presently outstanding principal amount of the Loans originally made on [                    ],

2. and all presently being maintained as [ABR Loans] [Eurodollar Loans],

3. be [converted into] [continued as],

4. [Eurodollar Loans having an Interest Period of [one/two/three/six/twelve] months] [ABR Loans].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the proposed Interest Election Date, both before and after giving effect thereto and to the application of the proceeds therefrom:

(a) the foregoing [conversion] [continuation] complies with the terms and conditions of the Credit Agreement (including, without limitation, Section 2.12 of the Credit Agreement);

(b) no Default has occurred and is continuing, or would result from such proposed [conversion] [continuation].

[Signature Page Follows]

 

 

20

Shall be a Business Day that is (a) the next Business Day following the date hereof in the case of a conversion into ABR Loans to the extent this Interest Election Request is delivered to the Administrative Agent prior to 2:00 p.m., New York City time on the date hereof, otherwise the second Business Day following the date of delivery hereof or (b) three Business Days following the date hereof in the case of a conversion into Eurodollar Loans denominated in Dollars to the extent this Interest Election Request is delivered to the Administrative Agent prior to 2:00 p.m. New York City time on the date hereof, otherwise the fourth Business Day following the date of delivery hereof. Notices of continuation of any Eurodollar Loan shall be delivered to the Administrative Agent not later than 11:00 A.M. Local Time, three Business Days prior to the last day of the then current Interest Period with respect thereto.

 

P-2

---

Borrower has caused this Interest Election Request to be executed and delivered by its duly authorized officer as of the date first written above.

 

 

P-3

---

EXHIBITQ

[FORM OF]

FIRST-LIEN INTERCREDITOR AGREEMENT

Among

DAVITA HEALTHCARE PARTNERS INC.,

as Borrower,

the other Grantors party hereto,

JPMORGAN CHASE BANK, N.A.,

as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties

JPMORGAN CHASE BANK, N.A.,

as Authorized Representative for the Credit Agreement Secured Parties,

[                    ]

as the Initial Additional Authorized Representative,

and

each additional Authorized Representative from time to time party hereto

dated as of [            ], 201[  ]

---

FIRST-LIEN INTERCREDITOR AGREEMENT, dated as of [            ], 201[    ] (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among DAVITA HEALTHCARE PARTNERS INC. a Delaware corporation (the “Borrower”), the other Grantors (as defined below) from time to time party hereto, JPMORGAN CHASE BANK, N.A.,, as administrative agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined below), the Notes Collateral Agent (as defined below) and Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Initial Additional Authorized Representative”) and each additional Authorized Representative from time to time party hereto for the other Additional First-Lien Secured Parties of the Series (as defined below) with respect to which it is acting in such capacity.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Administrative Agent, the Credit Agreement Collateral Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Initial Additional Authorized Representative (for itself and on behalf of the Initial Additional First-Lien Secured Parties) and each additional Authorized Representative (for itself and on behalf of the Additional First-Lien Secured Parties of the applicable Series) agree as follows:

ARTICLE I

Definitions

SECTION 1.01 Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Credit Agreement or, if defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings specified below:

“Additional First-Lien Documents” means, with respect to the Initial Additional First-Lien Obligations or any other Additional First-Lien Obligations, the notes, indentures, security documents and other operative agreements evidencing or governing such Indebtedness and the Liens securing such Indebtedness, including the Initial Additional First-Lien Documents and the Additional First-Lien Security Documents and each other agreement entered into for the purpose of securing the Initial Additional First-Lien Obligations or any other Additional First-Lien Obligations.

“Additional First-Lien Obligations” means collectively (1) the Initial Additional First-Lien Obligations and (2) all amounts owing pursuant to the terms of any Series of Additional Senior Class Debt designated as Additional First-Lien Obligations pursuant to Section 5.13 hereof after the date hereof, including, without limitation, the obligation (including guarantee obligations) to pay principal, interest (including interest that accrues after the commencement of a Bankruptcy Case, regardless of whether such interest is an allowed claim under such Bankruptcy Case), letter of credit commissions, reimbursement obligations, charges, expenses, fees, attorneys costs, indemnities and other amounts payable by a Grantor under any Additional First-Lien Document.

“Additional First-Lien Secured Party” means the holders of any Additional First-Lien Obligations and any Authorized Representative with respect thereto, and shall include the Initial Additional First-Lien Secured Parties.

“Additional First-Lien Security Document” means any collateral agreement, security agreement or any other document now existing or entered into after the date hereof that creates Liens on any assets or properties of any Grantor to secure the Additional First-Lien Obligations.

---

“Additional Senior Class Debt” has the meaning assigned to such term in Section 5.13.

“Additional Senior Class Debt Parties” has the meaning assigned to such term in Section 5.13.

“Additional Senior Class Debt Representative” has the meaning assigned to such term in Section 5.13.

“Administrative Agent” has the meaning assigned to such term in the definition of “Credit Agreement” and shall include any successor administrative agent (including as a result of any Refinancing or other modification of the Credit Agreement permitted by Section 2.08).

“Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Applicable Authorized Representative” means at any time from and after the time that the Notes Collateral Agent becomes the Controlling Collateral Agent, the Major Non-Controlling Authorized Representative.

“Authorized Representative” means, at any time, (i) in the case of any Credit Agreement Obligations or the Credit Agreement Secured Parties, the Administrative Agent, (ii) in the case of the Initial Additional First-Lien Obligations or the Initial Additional First-Lien Secured Parties, the Initial Additional Authorized Representative, and (iii) in the case of any other Series of Additional First-Lien Obligations or Additional First-Lien Secured Parties that become subject to this Agreement after the date hereof, the collateral agent named as authorized representative for such Series in the applicable Joinder Agreement.

“Bankruptcy Case” has the meaning assigned to such term in Section 2.05(b).

“Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Borrower” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Collateral” means all assets and properties subject to Liens created pursuant to any First-Lien Security Document to secure one or more Series of First-Lien Obligations.

“Collateral Agent” means (i) in the case of any Credit Agreement Obligations, the Credit Agreement Collateral Agent, (ii) in the case of the Initial Additional First-Lien Obligations, the Notes Collateral Agent and (iii) in the case of any other Series of Additional First-Lien Obligations, the collateral agent named as Authorized Representative for such Series in the applicable Joinder Agreement.

“Controlling Collateral Agent” means (i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Credit Agreement Collateral Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Notes Collateral Agent (acting on the instructions of the Applicable Authorized Representative).

 

-2-

---

“Controlling Secured Parties” means, with respect to any Shared Collateral, (i) at any time when the Credit Agreement Collateral Agent is the Controlling Collateral Agent, the Credit Agreement Secured Parties and (ii) at any other time, the Series of First-Lien Secured Parties whose Authorized Representative is the Applicable Authorized Representative for such Shared Collateral.

“Credit Agreement” means that certain Credit Agreement, dated as of June 24, 2014, among Borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.

“Credit Agreement Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Credit Agreement Obligations” means all “Obligations” as defined in the Credit Agreement.

“Credit Agreement Secured Parties” means the “Secured Parties” as defined in the Credit Agreement.

“Credit Agreement Security Documents” means the Security Agreement, the other Security Documents (as defined in the Credit Agreement) and each other agreement entered into in favor of the Credit Agreement Collateral Agent for the purpose of securing any Credit Agreement Obligations.

“DIP Financing” has the meaning assigned to such term in Section 2.05(b).

“DIP Financing Liens” has the meaning assigned to such term in Section 2.05(b).

“DIP Lenders” has the meaning assigned to such term in Section 2.05(b).

“Discharge” means, with respect to any Shared Collateral and any Series of First-Lien Obligations, the date on which such Series of First-Lien Obligations is no longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning.

“Discharge of Credit Agreement Obligations” means, with respect to any Shared Collateral, the Discharge of the Credit Agreement Obligations with respect to such Shared Collateral; provided that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing of such Credit Agreement Obligations with additional First-Lien Obligations secured by such Shared Collateral under an Additional First-Lien Document which has been designated in writing by the Administrative Agent (under the Credit Agreement so Refinanced) to the Notes Collateral Agent and each other Authorized Representative as the “Credit Agreement” for purposes of this Agreement.

“Event of Default” means an “Event of Default” (or similarly defined term) as defined in any Secured Credit Document.

“First-Lien Obligations” means, collectively, (i) the Credit Agreement Obligations and (ii) each Series of Additional First-Lien Obligations.

“First-Lien Secured Parties” means (i) the Credit Agreement Secured Parties and (ii) the Additional First-Lien Secured Parties with respect to each Series of Additional First-Lien Obligations.

 

-3-

---

“First-Lien Security Documents” means, collectively, (i) the Credit Agreement Security Documents and (ii) the Additional First-Lien Security Documents.

“Grantors” means the Borrower and each of the Guarantors (as defined in the Credit Agreement) which has granted a security interest pursuant to any First-Lien Security Document to secure any Series of First-Lien Obligations. The Grantors existing on the date hereof are set forth in Annex I hereto.

“Impairment” has the meaning assigned to such term in Section 1.03.

“Initial Additional Authorized Representative” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Initial Additional First-Lien Agreement” mean that certain [Indenture] [Other Agreement], dated as of [            ], among the Borrower, [the Guarantors identified therein,] and [                    ], as [trustee], as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.

“Initial Additional First-Lien Documents” means the Initial Additional First-Lien Agreement, the debt securities issued thereunder, the Initial Additional First-Lien Security Agreement and any security documents and other operative agreements evidencing or governing the Indebtedness thereunder, and the Liens securing such Indebtedness.

“Initial Additional First-Lien Obligations” means the [Obligations] as such term is defined in the Initial Additional First-Lien Security Agreement.

“Initial Additional First-Lien Secured Parties” means the Notes Collateral Agent, the Initial Additional Authorized Representative and the holders of the Initial Additional First-Lien Obligations issued pursuant to the Initial Additional First-Lien Agreement.

“Initial Additional First-Lien Security Agreement” means the security agreement, dated as of the date hereof, among the Borrower, the Notes Collateral Agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.

“Insolvency or Liquidation Proceeding” means:

(1) any case commenced by or against the Borrower or any other Grantor under any Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Borrower or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Borrower or any other Grantor or any similar case or proceeding relative to the Borrower or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Borrower or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Borrower or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Intervening Creditor” has the meaning assigned to such term in Section 2.01(a).

 

-4-

---

“Joinder Agreement” means a joinder to this Agreement substantially in the form of Annex II hereto.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Major Non-Controlling Authorized Representative” means, with respect to any Shared Collateral, (i) at any time when the Credit Agreement Collateral Agent is the Controlling Collateral Agent, the Authorized Representative of the Series of Additional First-Lien Obligations, if any, that constitutes the largest outstanding principal amount of any then outstanding Series of First-Lien Obligations (including the Credit Agreement Obligations) and (ii) at any time when the Notes Collateral Agent is the Controlling Collateral Agent, the Authorized Representative of the Series of Additional First-Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of First-Lien Obligations (other than Credit Agreement Obligations) with respect to such Shared Collateral.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Non-Controlling Authorized Representative” means, at any time with respect to any Shared Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Shared Collateral.

“Non-Controlling Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized Representative, the date which is [180] days (throughout which [180] day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence of both (i) an Event of Default (under and as defined in the Additional First-Lien Document under which such Non-Controlling Authorized Representative is the Authorized Representative) and (ii) each Collateral Agent’s and each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative certifying that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an Event of Default (under and as defined in the Additional First-Lien Document under which such Non-Controlling Authorized Representative is the Authorized Representative) has occurred and is continuing and (y) the Additional First-Lien Obligations of the Series with respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Additional First-Lien Document; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the Administrative Agent or the Credit Agreement Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (2) at any time the Grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“Non-Controlling Secured Parties” means, with respect to any Shared Collateral, the First-Lien Secured Parties which are not Controlling Secured Parties with respect to such Shared Collateral.

“Notes Collateral Agent” means (a) prior to the Discharge of the Initial Additional First-Lien Obligations, [                     ] and (b) after the Discharge of the Initial Additional First-Lien Obligations, the Authorized Representative for the Series of Additional First-Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Additional First-Lien Obligations.

 

-5-

---

“Possessory Collateral” means any Shared Collateral in the possession of a Collateral Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession of the Collateral Agent under the terms of the First-Lien Security Documents.

“Proceeds” has the meaning assigned to such term in Section 2.01(a).

“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter into alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings.

“Secured Credit Document” means (i) the Credit Agreement and each Loan Document (as defined in the Credit Agreement), (ii) each Initial Additional First-Lien Document, and (iii) each Additional First-Lien Document for Additional First-Lien Obligations incurred after the date hereof.

“Security Agreement” means the Security Agreement, dated as of June 24, 2014, among Borrower, the Administrative Agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.

“Series” means (a) with respect to the First-Lien Secured Parties, each of (i) the Credit Agreement Secured Parties (in their capacities as such), (ii) the Initial Additional First-Lien Secured Parties (in their capacities as such), and (iii) the Additional First-Lien Secured Parties (in their capacities as such) that become subject to this Agreement after the date hereof that are represented by a common Authorized Representative (in its capacity as such for such Additional First-Lien Secured Parties) and (b) with respect to any First-Lien Obligations, each of (i) the Credit Agreement Obligations, (ii) the Initial Additional First-Lien Obligations, and (iii) the Additional First-Lien Obligations incurred after the date hereof pursuant to any Additional First-Lien Document, which pursuant to any Joinder Agreement, are to be represented hereunder by a common Authorized Representative (in its capacity as such for such Additional First-Lien Obligations).

“Shared Collateral” means, at any time, Collateral in which the holders of two or more Series of First-Lien Obligations hold a valid and perfected security interest at such time. If more than two Series of First-Lien Obligations are outstanding at any time and the holders of less than all Series of First-Lien Obligations hold a valid and perfected security interest in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of First-Lien Obligations that hold a valid security interest in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest in such Collateral at such time.

SECTION 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise,

 

-6-

---

(i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

SECTION 1.03 Impairments. It is the intention of the First-Lien Secured Parties of each Series that the holders of First-Lien Obligations of such Series (and not the First-Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First-Lien Obligations), (y) any of the First-Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First-Lien Obligations) on a basis ranking prior to the security interest of such Series of First-Lien Obligations but junior to the security interest of any other Series of First-Lien Obligations or (ii) the existence of any Collateral for any other Series of First-Lien Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First-Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Real Property (as defined in the Credit Agreement) with a fair market value in excess of $20,000,000 subject to a mortgage that applies to all First-Lien Obligations shall not be deemed to be an Impairment of any Series of First-Lien Obligations. In the event of any Impairment with respect to any Series of First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First-Lien Obligations, and the rights of the holders of such Series of First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First-Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First-Lien Obligations subject to such Impairment. Additionally, in the event the First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such First-Lien Obligations or the First-Lien Security Documents governing such First-Lien Obligations shall refer to such obligations or such documents as so modified.

ARTICLE II

Priorities and Agreements with Respect to Shared Collateral

SECTION 2.01 Priority of Claims.

(a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.03), if an Event of Default has occurred and is continuing, and the Controlling Collateral Agent or any First-Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of the Borrower or any other Grantor or any First-Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Collateral by the Controlling Collateral Agent or any First-Lien Secured Party on account of such enforcement of rights or remedies or

 

-7-

---

received by the Controlling Collateral Agent or any First-Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First-Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied (i) FIRST, to the payment of all amounts owing to each Collateral Agent (in its capacity as such) pursuant to the terms of any Secured Credit Document, (ii) SECOND, subject to Section 1.03, to the payment in full of the First-Lien Obligations of each Series on a ratable basis, with such Proceeds to be applied to the First-Lien Obligations of a given Series in accordance with the terms of the applicable Secured Credit Documents and (iii) THIRD, after payment of all First-Lien Obligations, to the Borrower and the other Grantors or their successors or assigns, as their interests may appear, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a First-Lien Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of First-Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First-Lien Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of First-Lien Obligations with respect to which such Impairment exists.

(b) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First-Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the First-Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.03), each First-Lien Secured Party hereby agrees that the Liens securing each Series of First-Lien Obligations on any Shared Collateral shall be of equal priority.

(c) Notwithstanding anything in this Agreement or any other First-Lien Security Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure Credit Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Credit Agreement Collateral Agent pursuant to Section 3.10, 2.26 or Section 8 of the Credit Agreement (or any equivalent successor provision) shall be applied as specified in the Credit Agreement and will not constitute Shared Collateral.

SECTION 2.02 Actions with Respect to Shared Collateral; Prohibition on Contesting Liens.

(a) Only the Controlling Collateral Agent shall act or refrain from acting with respect to any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral). At any time when the Credit Agreement Collateral Agent is the Controlling Collateral Agent, no Additional First-Lien Secured Party shall or shall instruct any Collateral Agent to, and neither the Notes Collateral Agent nor any other Collateral Agent that is not the Controlling Collateral Agent shall, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any Additional First-Lien Security Document, applicable law or otherwise, it being agreed that only the Credit Agreement Collateral Agent, acting in accordance with the Credit Agreement Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral at such time.

 

-8-

---

(b) With respect to any Shared Collateral at any time when the Notes Collateral Agent is the Controlling Collateral Agent, (i) the Controlling Collateral Agent shall act only on the instructions of the Applicable Authorized Representative, (ii) the Controlling Collateral Agent shall not follow any instructions with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized Representative (or any other First-Lien Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First-Lien Secured Party (other than the Applicable Authorized Representative) shall or shall instruct the Controlling Collateral Agent to, commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any First-Lien Security Document, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable Additional First-Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral.

(c) Notwithstanding the equal priority of the Liens securing each Series of First-Lien Obligations, the Controlling Collateral Agent may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause the Controlling Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Lien Secured Party, the Controlling Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Shared Collateral.

(d) Each of the First-Lien Secured Parties agrees that it will not (and hereby waives any right to) question or contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment or enforceability of a Lien held by or on behalf of any of the First-Lien Secured Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any Authorized Representative to enforce this Agreement.

SECTION 2.03 No Interference; Payment Over.

(a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the

 

-9-

---

exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.

(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.

SECTION 2.04 Automatic Release of Liens; Amendments to First-Lien Security Documents.

(a) If, at any time the Controlling Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of each other Collateral Agent for the benefit of each Series of First-Lien Secured Parties upon such Shared Collateral will automatically be released and discharged as and when, but only to the extent, such Liens of the Controlling Collateral Agent on such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01.

(b) Each Collateral Agent and Authorized Representative agrees to execute and deliver all such authorizations and other instruments as shall reasonably be requested by the Controlling Collateral Agent to evidence and confirm any release of Shared Collateral provided for in this Section.

SECTION 2.05 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.

(a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Borrower or any of its Subsidiaries. The parties hereto acknowledge that the provisions of this Agreement are intended to be enforceable as contemplated by Section 510(a) of the Bankruptcy Code.

(b) If the Borrower and/or any other Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral

 

-10-

---

under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, each First-Lien Secured Party (other than any Controlling Secured Party or the Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Controlling Collateral Agent (in the case of the Notes Collateral Agent, acting on the instructions of the Applicable Authorized Representative) shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First-Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the First-Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First-Lien Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other First-Lien Secured Parties (other than any Liens of the First-Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the First-Lien Secured Parties of each Series are granted Liens on any additional collateral pledged to any First-Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the First-Lien Secured Parties as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First-Lien Obligations, such amount is applied pursuant to Section 2.01, and (D) if any First-Lien Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that this Agreement shall not limit the right of the First-Lien Secured Parties of each Series to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First-Lien Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the First-Lien Secured Parties receiving adequate protection shall not object to any other First-Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First-Lien Secured Parties in connection with a DIP Financing or use of cash collateral.

SECTION 2.06 Reinstatement. In the event that any of the First-Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First-Lien Obligations shall again have been paid in full in cash.

SECTION 2.07 Insurance. As between the First-Lien Secured Parties, the Controlling Collateral Agent shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral.

SECTION 2.08 Refinancings, etc. The First-Lien Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced (in whole or in part) or otherwise amended or modified from time to time, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Credit Document) of any First-Lien Secured Party of any other Series, all without affecting the priorities

 

-11-

---

provided for herein or the other provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness.

SECTION 2.09 Possessory Collateral Agent as Gratuitous Bailee for Perfection.

(a) The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral Agent shall, at the request of the Notes Collateral Agent, promptly deliver all Possessory Collateral to the Notes Collateral Agent together with any necessary endorsements (or otherwise allow the Notes Collateral Agent to obtain control of such Possessory Collateral). The Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith.

(b) The Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other First-Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09.

(c) The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other First-Lien Secured Party for purposes of perfecting the Lien held by such First-Lien Secured Parties thereon.

SECTION 2.10 Amendments to Security Documents.

(a) Without the prior written consent of the Credit Agreement Collateral Agent, each Additional First-Lien Secured Party agrees that no Additional First-Lien Security Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Additional First-Lien Security Document would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement.

(b) Without the prior written consent of the Notes Collateral Agent, the Credit Agreement Collateral Agent agrees that no Credit Agreement Security Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Credit Agreement Security Document would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement.

(c) In making determinations required by this Section 2.10, each Collateral Agent may conclusively rely on a certificate of an Authorized Officer of the Borrower.

 

-12-

---

ARTICLE III

Existence and Amounts of Liens and Obligations

SECTION 3.01 Determinations with Respect to Amounts of Liens and Obligations. Whenever a Collateral Agent or any Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First-Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First-Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Authorized Representative or Collateral Agent and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however, that if an Authorized Representative or a Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent or Authorized Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First-Lien Secured Party or any other person as a result of such determination.

ARTICLE IV

The Controlling Collateral Agent

ARTICLE 4.01 Authority.

(a) Notwithstanding any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on any Controlling Collateral Agent to any Non-Controlling Secured Party or give any Non-Controlling Secured Party the right to direct any Controlling Collateral Agent, except that each Controlling Collateral Agent shall be obligated to distribute proceeds of any Shared Collateral in accordance with Section 2.01 hereof.

(b) In furtherance of the foregoing, each Non-Controlling Secured Party acknowledges and agrees that the Controlling Collateral Agent shall be entitled, for the benefit of the First-Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First-Lien Security Documents, as applicable, pursuant to which the Controlling Collateral Agent is the collateral agent for such Shared Collateral, without regard to any rights to which the Non-Controlling Secured Parties would otherwise be entitled as a result of the First-Lien Obligations held by such Non-Controlling Secured Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Controlling Collateral Agent, the Applicable Authorized Representative or any other First-Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First-Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First-Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Except with respect to any actions expressly prohibited or required to be taken by this Agreement, each of the First-Lien Secured Parties waives any claim it may now or hereafter have against any Collateral Agent or the Authorized Representative of any other Series of First-Lien Obligations or any other First-Lien Secured Party of any other Series arising out of (i) any actions which any Collateral Agent, Authorized Representative or the First-Lien Secured Parties take or

 

-13-

---

omit to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First-Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First-Lien Security Documents or any other agreement related thereto or to the collection of the First-Lien Obligations or the valuation, use, protection or release of any security for the First-Lien Obligations, (ii) any election by any Applicable Authorized Representative or any holders of First-Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, by the Borrower or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Controlling Collateral Agent shall not accept any Shared Collateral in full or partial satisfaction of any First-Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing holders of First-Lien Obligations for whom such Collateral constitutes Shared Collateral.

ARTICLE V

Miscellaneous

SECTION 5.01 Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to the Credit Agreement Collateral Agent, to it at [                            ], Attention of [            ] (Fax No. [                    ]);

(b) if to the Initial Additional Authorized Representative, to it at [        ], Attention of [            ] (Fax No. [                    ]);

(c) if to any other Additional Authorized Representative, to it at the address set forth in the applicable Joinder Agreement.

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and, may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth above or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

SECTION 5.02 Waivers; Amendment; Joinder Agreements.

(a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

 

-14-

---

(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Borrower’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Borrower or any other Grantor, with the consent of the Borrower).

(c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party (and with respect to any termination, waiver, amendment or modification which by the terms of this Agreement requires the Borrower’s consent or which increases the obligations or reduces the rights of or otherwise materially adversely affects the Borrower or any other Grantor, with the consent of the Borrower), any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof.

(d) Notwithstanding the foregoing, in connection with any Refinancing of First-Lien Obligations of any Series, or the incurrence of Additional First-Lien Obligations of any Series, the Collateral Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First-Lien Secured Party or any Loan Party), at the request of any Collateral Agent, any Authorized Representative or the Borrower, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to each such Collateral Agent and each such Authorized Representative, provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from an Authorized Officer of the Borrower to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.

SECTION 5.03 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other First-Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.

SECTION 5.04 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

SECTION 5.05 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 5.06 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

 

-15-

---

SECTION 5.07 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 5.08 Submission to Jurisdiction Waivers; Consent to Service of Process. Each Collateral Agent and each Authorized Representative, on behalf of itself and the First-Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the First-Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts the State of New York located in the Borough of Manhattan, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents and agrees that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;

(d) agrees that nothing herein shall affect the right of any other party hereto (or any First-Lien Secured Party) to effect service of process in any other manner permitted by law; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.

SECTION 5.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR FOR ANY COUNTERCLAIM THEREIN.

SECTION 5.10 Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 5.11 Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the First-Lien Security Documents or any of the other Secured Credit Documents, the provisions of this Agreement shall control.

SECTION 5.12 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First-Lien Secured Parties in relation to one another. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that

 

-16-

---

nothing in this Agreement (other than Section 2.04, 2.05, 2.08, 2.09 or Article V) is intended to or will amend, waive or otherwise modify the provisions of the Credit Agreement or any Additional First-Lien Documents), and none of the Borrower or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09 and Article V). Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the First-Lien Obligations as and when the same shall become due and payable in accordance with their terms.

SECTION 5.13 Additional Senior Debt. To the extent, but only to the extent permitted by the provisions of the then extant Secured Credit Documents, the Borrower may incur additional indebtedness after the date hereof that is secured on an equal and ratable basis by the Liens securing the First-Lien Obligations (such indebtedness referred to as “Additional Senior Class Debt”). Any such Additional Senior Class Debt may be secured by a Lien and may be Guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Additional First-Lien Documents, if and subject to the condition that the Authorized Representative of any such Additional Senior Class Debt (each, an “Additional Senior Class Debt Representative”), acting on behalf of the holders of such Additional Senior Class Debt (such Authorized Representative and holders in respect of any Additional Senior Class Debt being referred to as the “Additional Senior Class Debt Parties”), becomes a party to this Agreement as an Authorized Representative by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph.

In order for an Additional Senior Class Debt Representative to become a party to this Agreement as an Authorized Representative,

(i) such Additional Senior Class Debt Representative, each Collateral Agent, each Authorized Representative and each Grantor shall have executed and delivered a Joinder Agreement (with such changes as may be reasonably approved by the Collateral Agents and Additional Senior Class Debt Representative) pursuant to which such Additional Senior Class Debt Representative becomes an Authorized Representative hereunder, and the Additional Senior Class Debt in respect of which such Additional Senior Class Debt Representative is the Authorized Representative constitutes Additional First-Lien Obligations and the related Additional Senior Class Debt Parties become subject hereto and bound hereby as Additional First-Lien Secured Parties;

(ii) the Borrower shall have (x) delivered to each Collateral Agent true and complete copies of each of the Additional First-Lien Documents relating to such Additional Senior Class Debt, certified as being true and correct by an authorized officer of the Borrower and (y) identified in a certificate of an authorized officer the obligations to be designated as Additional First-Lien Obligations and the initial aggregate principal amount or face amount thereof and certified that such obligations are permitted to be incurred and secured on a pari passu basis with the then extant First-Lien Obligations and by the terms of the then extant Secured Credit Documents;

(iii) all filings, recordations and/or amendments or supplements to the First-Lien Security Documents necessary or desirable in the reasonable judgment of the Controlling Collateral Agent to confirm and perfect the Liens securing the relevant obligations relating to such Additional Senior Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordations shall have been taken in the reasonable judgment of the Controlling Collateral Agent), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Controlling Collateral Agent); and

(iv) the Additional First-Lien Documents, as applicable, relating to such Additional Senior Class Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent,

 

-17-

---

that each Additional Senior Class Debt Party with respect to such Additional Senior Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Senior Class Debt.

Each Authorized Representative acknowledges and agrees that upon execution and delivery of a Joinder Agreement substantially in the form of Annex II by an Additional Senior Class Debt Representative and each Grantor in accordance with this Section 5.13, the Notes Collateral Agent will continue to act in its capacity as Notes Collateral Agent in respect of the then existing Authorized Representatives (other than the Administrative Agent) and such additional Authorized Representative.

SECTION 5.14 Agent Capacities. Except as expressly provided herein or in the Credit Agreement Security Documents, JPMorgan Chase Bank, N.A. is acting in the capacities of Administrative Agent and Credit Agreement Collateral Agent solely for the Credit Agreement Secured Parties. Except as expressly provided herein or in the Additional First-Lien Security Documents, [                    ] is acting in the capacity of Notes Collateral Agent solely for the Additional First-Lien Secured Parties. Except as expressly set forth herein, none of the Administrative Agent, the Credit Agreement Collateral Agent or the Notes Collateral Agent shall have any duties or obligations in respect of any of the Collateral, all of such duties and obligations, if any, being subject to and governed by the applicable Secured Credit Documents.

SECTION 5.15 Integration. This Agreement together with the other Secured Credit Documents and the First-Lien Security Documents represents the agreement of each of the Grantors and the First-Lien Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Grantor, the Credit Agreement Collateral Agent, or any other First-Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Credit Documents.

SECTION 5.16 Additional Grantors. The Borrower agrees that, if any Subsidiary shall become a Grantor after the date hereof, it will cause such Subsidiary to within 15 Business Days following the end of the Fiscal Quarter in which such Person becomes a Subsidiary become party hereto by executing and delivering an instrument in the form of Annex III. Upon such execution and delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other party hereunder, and will be acknowledged by the Administrative Agent, the Initial Additional Authorized Representative and each additional Authorized Representative. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

SECTION 5.17 Administrative Agent and Representative. It is understood and agreed that (a) the Administrative Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the Credit Agreement and the provisions of Section 9 of the Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the Administrative Agent hereunder and (b) [                    ] is entering into this Agreement in its capacity as [Trustee] under [indenture] and the provisions of Article [                    ] of such indenture applicable to the Trustee thereunder shall also apply to the Trustee hereunder.

 

-18-

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

 

 

S-1

---

 

S-2

---

ANNEX I

Grantors

Schedule 1

 

ANNEX I-1

---

ANNEX II

[FORM OF] JOINDER NO. [                    ] dated as of [            ], 201[  ] to the FIRST-LIEN INTERCREDITOR AGREEMENT dated as of [            ], 201[  ] (the “First-Lien Intercreditor Agreement”), among DAVITA HEALTHCARE PARTNERS INC., a Delaware corporation (the “Borrower”), and certain subsidiaries and affiliates of the Borrower (each, a “Grantor”), JPMORGAN CHASE BANK, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties under the First-Lien Security Documents (in such capacity, the “Credit Agreement Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties, [                    ] as Initial Additional Authorized Representative, and the additional Authorized Representatives from time to time a party thereto.¹

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First-Lien Intercreditor Agreement.

B. As a condition to the ability of the Borrower to incur Additional First-Lien Obligations and to secure such Additional Senior Class Debt with the liens and security interests created by the Additional First-Lien Security Documents relating thereto, the Additional Senior Class Debt Representative in respect of such Additional Senior Class Debt is required to become an Authorized Representative, and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the First-Lien Intercreditor Agreement. Section 5.13 of the First-Lien Intercreditor Agreement provides that such Additional Senior Class Debt Representative may become an Authorized Representative, and such Additional Senior Class Debt and such Additional Senior Class Debt Parties may become subject to and bound by the First-Lien Intercreditor Agreement as Additional First-Lien Obligations and Additional First-Lien Secured Parties, respectively, upon the execution and delivery by the Senior Debt Class Representative of an instrument in the form of this Joinder Agreement and the satisfaction of the other conditions set forth in Section 5.13 of the First-Lien Intercreditor Agreement. The undersigned Additional Senior Class Debt Representative (the “New Representative”) is executing this Joinder Agreement in accordance with the requirements of the First-Lien Intercreditor Agreement and the First-Lien Security Documents.

Accordingly, each Collateral Agent, each Authorized Representative and the New Representative agree as follows:

SECTION 1. In accordance with Section 5.13 of the First-Lien Intercreditor Agreement, the New Representative by its signature below becomes an Authorized Representative under, and the related Additional Senior Class Debt and Additional Senior Class Debt Parties become subject to and bound by, the First-Lien Intercreditor Agreement as Additional First-Lien Obligations and Additional First-Lien Secured Parties, with the same force and effect as if the New Representative had originally been named therein as an Authorized Representative and the New Representative, on its behalf and on behalf of such Additional Senior Class Debt Parties, hereby agrees to all the terms and provisions of the First-Lien Intercreditor Agreement applicable to it as Authorized Representative and to the Additional Senior Class Debt Parties that it represents as Additional First-Lien Secured Parties. Each reference to an “Authorized Representative” in the First-Lien Intercreditor Agreement shall be deemed to include the New Representative. The First-Lien Intercreditor Agreement is hereby incorporated herein by reference.

 

 

1	In the event of the Refinancing of the Credit Agreement Obligations, revise to reflect joinder by a new Credit Agreement Collateral Agent

 

ANNEX II-1

---

SECTION 2. The New Representative represents and warrants to each Collateral Agent, each Authorized Representative and the other First-Lien Secured Parties, individually, that (i) it has full power and authority to enter into this Joinder, in its capacity as [trustee/administrative agent and] collateral agent, (ii) this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability and (iii) the Additional First-Lien Documents relating to such Additional Senior Class Debt provide that, upon the New Representative’s entry into this Agreement, the Additional Senior Class Debt Parties in respect of such Additional Senior Class Debt will be subject to and bound by the provisions of the First-Lien Intercreditor Agreement as Additional First-Lien Secured Parties.

SECTION 3. This Joinder may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder shall become effective when each Collateral Agent shall have received a counterpart of this Joinder that bears the signatures of the New Representative. Delivery of an executed signature page to this Joinder by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder.

SECTION 4. Except as expressly supplemented hereby, the First-Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First-Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at its address set forth below its signature hereto.

SECTION 8. The Borrower agrees to reimburse each Collateral Agent and each Authorized Representative for its reasonable out-of-pocket expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of counsel, in each case as required by the applicable Secured Credit Documents.

 

ANNEX II-2

---

IN WITNESS WHEREOF, the New Representative has duly executed this Joinder to the First-Lien Intercreditor Agreement as of the day and year first above written.

 

 

ANNEX II-3

---

Acknowledged by:
JPMORGAN CHASE BANK, N.A., as the Credit Agreement Collateral Agent and Authorized Representative,
By:
Name:
Title:
[                    ], as the Initial Additional Authorized Representative [and the Notes Collateral Agent],
By:
Name:
Title:
[OTHER AUTHORIZED REPRESENTATIVES]
DAVITA HEALTHCARE PARTNERS INC., as Borrower
By:
Name:
Title:
THE OTHER GRANTORS
LISTED ON SCHEDULE I HERETO,
By:
Name:
Title:

 

ANNEX II-4

---

Schedule I to the

Supplement to the

First-Lien Intercreditor Agreement

Grantors

[                    ]

 

Schedule I-1

---

SUPPLEMENT NO. [    ] dated as of [            ], 201[    ], to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of [            ], 201[    ] (the “First Lien Intercreditor Agreement”), among DAVITA HEALTHCARE PARTNERS INC., a Delaware corporation (the “Borrower”), certain subsidiaries and affiliates of the Borrower (each a “Grantor”), JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement, [            ], as Initial Additional Authorized Representative, and the additional Authorized Representatives from time to time party thereto.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Intercreditor Agreement.

B. The Grantors have entered into the First Lien Intercreditor Agreement. Pursuant to the Credit Agreement and certain Additional First-Lien Documents, certain newly acquired or organized Subsidiaries of the Borrower are required to enter into the First Lien Intercreditor Agreement. Section 5.16 of the First Lien Intercreditor Agreement provides that such Subsidiaries may become party to the First Lien Intercreditor Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement and the Additional First-Lien Documents.

Accordingly, each Authorized Representative and the New Subsidiary Grantor agree as follows:

SECTION 1. In accordance with Section 5.16 of the First Lien Intercreditor Agreement, the New Grantor by its signature below becomes a Grantor under the First Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees to all the terms and provisions of the First Lien Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the First Lien Intercreditor Agreement shall be deemed to include the New Grantor. The First Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Grantor represents and warrants to each Authorized Representative and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Bankruptcy Law and by general principles of equity.

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when each Authorized Representative shall have received a counterpart of this Supplement that bears the signature of the New Grantor. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic method shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement shall remain in full force and effect.

 

Q-1

---

SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the First Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of the Borrower as specified in the First Lien Intercreditor Agreement.

SECTION 8. The Borrower agrees to reimburse each Authorized Representative for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for each Authorized Representative as required by the applicable Secured Credit Documents.

 

Q-2

---

IN WITNESS WHEREOF, the New Grantor, and each Authorized Representative have duly executed this Supplement to the First Lien Intercreditor Agreement as of the day and year first above written.

 

Acknowledged by:

JPMORGAN CHASE BANK, N.A.,

as the Credit Agreement Collateral Agent and Authorized Representative,

 

By:
Name:
Title:

[                    ],

as the Initial Additional Authorized Representative [and the Notes Collateral Agent and],

 

By:
Name:
Title:
[OTHER AUTHORIZED REPRESENTATIVES]

 

Q-3