exv10w3



 





 




    Exhibit 10.3



 




    AMENDMENT
    NO. 8

    

    Dated as of October 18, 2007

    

    to

    

    THIRD AMENDED AND RESTATED

    TRANSFER AND ADMINISTRATION AGREEMENT

    

    Dated as of October 23, 2003



 



    THIS AMENDMENT NO. 8 (this “Amendment”) dated
    as of October 18, 2007 is entered into by and among
    (i) NMC FUNDING CORPORATION, a Delaware corporation (the
    “Transferor”), (ii) NATIONAL MEDICAL CARE,
    INC., a Delaware corporation, as collection agent (the
    “Collection Agent”), (iii) the
    “Conduit Investors,” “Bank Investors” and
    “Administrative Agents” identified on the signature
    pages hereto and (iv) WESTLB AG, NEW YORK BRANCH, as agent
    (the “Agent”).



 




    PRELIMINARY
    STATEMENTS



 



    A. The Transferor, the Collection Agent, the Conduit
    Investors, the Bank Investors, the Administrative Agents and the
    Agent are parties to that certain Third Amended and Restated
    Transfer and Administration Agreement dated as of
    October 23, 2003 (as amended or otherwise modified prior to
    the date hereof, the “TAA”). Capitalized terms
    used herein and not otherwise defined shall have the meanings
    ascribed to them in the TAA.



 



    B. In addition, the parties hereto have agreed to amend the
    TAA on the terms and conditions hereinafter set forth.



 



    NOW, THEREFORE, in consideration of the premises set forth
    above, and other good and valuable consideration, the receipt
    and sufficiency of which is hereby acknowledged, the parties
    hereto agree as follows:



 



    Section 1.  Amendments
    to TAA.  Subject to the conditions precedent
    set forth in Section 3 below and effective as of the
    Effective Date (also as defined below), the TAA is hereby
    amended as follows:



 



    1.1  The definition of “Commitment Termination
    Date” in Section 1.1 of the TAA is amended
    change the date set forth therein from “October 18,
    2007” to “October 16, 2008.”



 



    1.2  The definition of “Termination Date” in
    Section 1.1 of the TAA is amended to change the date
    set forth in clause (v) thereof from “October 18,
    2007” to “October 16, 2008.”



 



    1.3  Exhibit Q to the TAA is amended to delete
    the entities specified below from the list of Transferring
    Affiliates; provided that each such entity shall continue
    to be a “Transferring Affiliate” with respect to any
    Receivables that arose prior to the date hereof.



 



    Bio-Medical Applications of Arizona, Inc.

    Renal Care Group Arizona, Inc.

    Renal Dimensions, LLC

    Fresenius USA Puerto Rico, Inc.

    St. Louis RCG Supply Co.

    RenaLab, Inc.

    Saint Louis Supply Company, LLC













 





 



    The following entities were merged into another existing
    Transfering Affiliate and therefore are being deleted from the
    list of Transferring Affiliates:



 



    Bio-Medical Applications of East Orange, Inc.

    Bio-Medical Applications of Essex, Inc.

    Bio-Medical Applications of Hillside, Inc.

    Bio-Medical Applications of Irvington, Inc.

    Bio-Medical Applications of Jersey City, Inc.

    Bio-Medical Applications of New York, Inc.

    Bio-Medical Applications of Pine Brook, Inc.

    Bio-Medical Applications of South Queens, Inc.

    Bio-Medical Applications of Trenton, Inc.

    Prime Medical, Inc.

    Renal Scientific Service, Inc.



 



    An updated Exhibit Q, reflecting all the foregoing
    deletions, is attached to this Amendment.



 



    Section 2.  Conditions
    Precedent.  This Amendment shall become
    effective and be deemed effective as of the date hereof (the
    “Effective Date”) subject to the Agent’s
    receipt of the following, each in form and substance
    satisfactory to each Administrative Agent:



 



    (a) counterparts of this Amendment duly executed by the
    Transferor, the Collection Agent, the Conduit Investors, the
    Bank Investors, the Administrative Agents and the Agent;



 



    (b) a reaffirmation of the Parent Agreement, substantially
    in the form of Exhibit A attached hereto, duly executed by
    each of FMCAG and FMCH;



 



    (c) Amendment No. 6 to the Transferring Affiliate
    Letter, substantially in the form of Exhibit B attached
    hereto, duly executed by the parties thereto;



 



    (d) confirmation that all fees due and payable on or before
    the Effective Date have been paid in full; and



 



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



 



    Section 3.  Covenants,
    Representations and Warranties of the Transferor and the
    Collection Agent.



 



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



 



    3.2  Each of the Transferor and the Collection Agent
    hereby represents and warrants that (i) this Amendment
    constitutes the legal, valid and binding obligation of such
    party, enforceable against it in accordance with its terms and
    (ii) upon the effectiveness of this Amendment, no
    Termination Event or Potential Termination Event shall exist
    under the TAA.



 



    Section 4.  Reference
    to and Effect on the TAA.



 



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



 



    4.2  Except as specifically amended hereby, the TAA
    and all other documents, instruments and agreements executed
    and/or
    delivered in connection therewith shall remain in full force and
    effect and are hereby ratified and confirmed.




    

    2








 






    4.3  The execution, delivery and effectiveness of this
    Amendment shall not operate as a waiver of any right, power or
    remedy of any Investor, any Administrative Agent or the Agent
    under the TAA or any other document, instrument, or agreement
    executed in connection therewith, nor constitute a waiver of any
    provision contained therein.



 



    Section 5.  Governing
    Law.  THIS AMENDMENT SHALL BE GOVERNED AND
    CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
    THE CONFLICT OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
    NEW YORK.



 



    Section 6.  Execution
    in Counterparts.  This Amendment may be
    executed in any number of counterparts and by different parties
    hereto in separate counterparts, each of which when so executed
    and delivered shall be deemed to be an original and all of which
    taken together shall constitute but one and the same instrument.
    Delivery of an executed counterpart of this Amendment by
    facsimile shall be equally as effective as delivery of an
    original executed counterpart of this Amendment. Any party
    delivering an executed counterpart of this Amendment by
    facsimile shall also deliver an original executed counterpart of
    this Amendment but the failure to deliver an original executed
    counterpart shall not affect the validity, enforceability and
    binding effect of this Amendment.



 



    Section 7.  Headings.  Section
    headings in this Amendment are included herein for convenience
    of reference only and shall not constitute a part of this
    Amendment for any other purpose.




    

    3








 






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



 








    NMC FUNDING CORPORATION,




    as Transferor



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett









    Name:     Mark Fawcett




    Title: Treasurer



 








    NATIONAL MEDICAL CARE, INC., as




    Collection Agent



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett









    Name:     Mark Fawcett




    Title: Treasurer


 



    Signature Page




    Amendment No. 8 to Third Amended and Restated




    Transfer and Administration Agreement













 






    PARADIGM FUNDING LLC,




    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Doris
    J. Hearn









    Name:     Doris J. Hearn




    Title: Vice President



 













    WESTLB AG, NEW YORK BRANCH, as an




    Administrative Agent and as a Bank Investor



 


			
	 	    By: 
	
    /s/  Matthew
    F. Talo









    Name:     Matthew F. Talo




    Title: Director



 


			
	 	    By: 
	
    /s/  Vesselina
    Koleva









    Name:     Vesselina Koleva




    Title: Director



 













    LANDESBANK HESSEN-THUERINGEN




    GIROZENTRALE, as a Bank Investor



 


			
	 	    By: 
	
    /s/  Martin
    Scheele









    Name:     Martin Scheele




    Title: Senior Vice President



 


			
	 	    By: 
	
    /s/  Stefan
    Branbauer









    Name:     Stefan Branbauer



			
	 	    Title: Associate
	




 



    Signature Page




    Amendment No. 8 to Third Amended and Restated




    Transfer and Administration Agreement













 






    GIRO BALANCED FUNDING CORPORATION,




    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Damian
    A Perez









    Name:     Damian A Perez



			
	 	    Title: 
	
    Vice President




 













    BAYERISCHE LANDESBANK, NEW YORK BRANCH, as an Administrative
    Agent



 


			
	 	    By: 
	
    /s/  Richard
    Gregory









    Name:     Richard Gregory




    Title: Senior Vice President



 


			
	 	    By: 
	
    /s/  Lori-Ann
    Wynter









    Name:     Lori-Ann Wynter



			
	 	    Title: 
	
    Vice President




 













    BAYERISCHE LANDESBANK, CAYMAN ISLANDS




    BRANCH, as a Bank Investor



 


			
	 	    By: 
	
    /s/  Jana
    Schmiedel









    Name:     Jana Schmiedel




    Title: Second Vice President



 


			
	 	    By: 
	
    /s/  Lori-Ann
    Wynter









    Name:     Lori-Ann Wynter



			
	 	    Title: 
	
    Vice President



 



    Signature Page




    Amendment No. 8 to Third Amended and Restated




    Transfer and Administration Agreement













 






    LIBERTY STREET FUNDING LLC,




    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Bernard
    J Angelo









    Name:     Bernard J Angelo




    Title: Vice President



 













    THE BANK OF NOVA SCOTIA, as an




    Administrative Agent and as a Bank Investor



 


			
	 	    By: 
	
    /s/  Michael
    Eden









    Name:     Michael Eden




    Title: Director


 



    Signature Page




    Amendment No. 8 to Third Amended and Restated




    Transfer and Administration Agreement













 
















    AMSTERDAM FUNDING CORPORATION,




    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  John
    L. Fridlington









    Name:     John L. Fridlington




    Title: Vice President



 













    ABN AMRO Bank N.V., as an Administrative




    Agent and as a Bank Investor



 


			
	 	    By: 
	
    /s/  Kristina
    Neville









    Name:     Kristina Neville




    Title: Vice President



 


			
	 	    By: 
	
    /s/  Thomas
    J. Educate









    Name:     Thomas J. Educate




    Title: Managing Director


 



    Signature Page




    Amendment No. 8 to Third Amended and Restated




    Transfer and Administration Agreement













 







    EXHIBIT A

    



 




    Form
    of

    





    REAFFIRMATION
    OF PARENT AGREEMENT













 







    EXHIBIT B

    



 




    Form
    of

    





    AMENDMENT
    TO TRANSFERRING AFFILIATE LETTER













 







    NEW
    EXHIBIT Q

    to

    THIRD AMENDED AND RESTATED

    TRANSFER AND ADMINISTRATION AGREEMENT

    

    LIST OF TRANSFERRING AFFILIATES



 


	 	 	 
	

    Chief Executive Office for each


	
 
	
    920 Winter Street

	

    Transferring Affiliate:


	
 
	
    Waltham, Massachusetts 02451 – 1457









 


	 	 	 
	
    Original Transferring Affiliates

    
	
 
	
    State of

    

	

    (Before October 19, 2006)


	
 
	

    Incorporation



	 

	

    Bio-Medical Applications Home Dialysis Services, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications Management Company, Inc


	
 
	
    Delaware

	

    Bio-Medical Applications of Alabama, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Anacostia, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Aguadilla, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Arecibo, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Arkansas, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Bayamon, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Blue Springs, Inc


	
 
	
    Delaware

	

    Bio-Medical Applications of Caguas, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of California, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Camarillo, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Capitol Hill, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Carolina, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Carson, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Clinton, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Columbia Heights, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Connecticut, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Delaware, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Dover, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Eureka, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Fayetteville, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Florida, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Fremont, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Fresno, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Georgia, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Glendora, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Guayama, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Hoboken, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Humacao, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Illinois, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Indiana, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Kansas, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Kentucky, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Las Americas, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Long Beach, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Los Gatos, Inc. 


	
 
	
    Delaware














 





	 	 	 
	
    Original Transferring Affiliates

    
	
 
	
    State of

    

	

    (Before October 19, 2006)


	
 
	

    Incorporation



	 

	

    Bio-Medical Applications of Louisiana, LLC


	
 
	
    Delaware

	

    Bio-Medical Applications of Maine, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Manchester, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Maryland, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Massachusetts, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Mayaguez, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Michigan, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Minnesota, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Mission Hills, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Mississippi, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Missouri, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of MLK, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Nevada, Inc


	
 
	
    Nevada

	

    Bio-Medical Applications of New Hampshire, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of New Jersey, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of New Mexico, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of North Carolina, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Northeast, D.C., Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Oakland, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Ohio, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Oklahoma, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Pennsylvania, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Ponce, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Puerto Rico, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Rhode Island, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Rio Piedras, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of San Antonio, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of San German, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of San Juan, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of South Carolina, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Southeast Washington, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Tennessee, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Texas, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of The District of Columbia, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Ukiah, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Virginia, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of West Virginia, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Wisconsin, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Woonsocket, Inc. 


	
 
	
    Delaware

	

    Dialysis America Alabama, LLC


	
 
	
    Delaware

	

    Dialysis America Georgia, LLC


	
 
	
    Delaware

	

    Dialysis Associates of Northern New Jersey, LLC


	
 
	
    New Jersey

	

    Everest Healthcare Holdings, Inc. 


	
 
	
    Delaware

	

    Everest Healthcare Indiana, Inc. 


	
 
	
    Indiana

	

    Everest Healthcare Rhode Island, Inc. 


	
 
	
    Delaware














 





	 	 	 
	
    Original Transferring Affiliates

    
	
 
	
    State of

    

	

    (Before October 19, 2006)


	
 
	

    Incorporation



	 

	

    Everest Healthcare Texas Holding Corp


	
 
	
    Delaware

	

    Everest Healthcare Texas, LP


	
 
	
    Delaware

	

    Everest Management, Inc. 


	
 
	
    Delaware

	

    Fresenius Medical Care Dialysis Services Colorado, LLC


	
 
	
    Delaware

	

    Fresenius Medical Care Dialysis Services-Oregon, LLC


	
 
	
    Oregon

	

    FMS New York, Inc. 


	
 
	
    Delaware

	

    Fresenius Management Services, Inc. 


	
 
	
    Delaware

	

    Fresenius USA Home Dialysis, Inc. 


	
 
	
    Delaware

	

    Fresenius USA Marketing, Inc. 


	
 
	
    Delaware

	

    Fresenius USA, Inc. 


	
 
	
    Massachusetts

	

    Gulf Region Mobile Dialysis, Inc. 


	
 
	
    Delaware

	

    Home Dialysis of America, Inc. 


	
 
	
    Arizona

	

    Home Dialysis of Muhlenberg County, Inc. 


	
 
	
    Kentucky

	

    Home Intensive Care, Inc. 


	
 
	
    Delaware

	

    Mercy Dialysis Center, Inc. 


	
 
	
    Wisconsin

	

    National Medical Care, Inc


	
 
	
    Delaware

	

    Neomedica, Inc


	
 
	
    Delaware

	

    North Buckner Dialysis Center, Inc. 


	
 
	
    Delaware

	

    Northern New Jersey Dialysis, L.L.C. 


	
 
	
    Delaware

	

    Qualicenters, Inc. 


	
 
	
    Colorado

	

    San Diego Dialysis Services, Inc. 


	
 
	
    Delaware

	

    Spectra East, Inc. 


	
 
	
    Delaware

	

    Spectra Laboratories, Inc. 


	
 
	
    Nevada

	

    Terrell Dialysis Center, L.L.C. 


	
 
	
    Delaware

	

    Conejo Valley Dialysis, Inc. 


	
 
	
    California

	

    Dialysis Services of Cincinnati, Inc. 


	
 
	
    Ohio

	

    Dialysis Services, Inc. 


	
 
	
    Texas

	

    Dialysis Specialists of Topeka, Inc. 


	
 
	
    Kansas

	

    Dialysis Specialists of Tulsa, Inc. 


	
 
	
    Oklahoma

	

    Everest Healthcare Ohio, Inc. 


	
 
	
    Ohio

	

    Fresenius USA Sales, Inc. 


	
 
	
    Massachusetts

	

    Haemo-Stat, Inc. 


	
 
	
    California

	

    Santa Barbara Community Dialysis Center, Inc. 


	
 
	
    California

	

    Con-Med Supply Company, Inc. 


	
 
	
    Illinois

	

    WSKC Dialysis Services, Inc. 


	
 
	
    Illinois

	

    Du Page Dialysis Ltd. 


	
 
	
    Illinois









 


	 	 	 
	
    Additional Transferring Affiliates

    
	
 
	
    State of

    

	

    (Added October 19, 2006)


	
 
	

    Incorporation



	 

	

    Angleton Dialysis, Inc. 


	
 
	
    Texas

	

    Arizona Renal Investments, LLC


	
 
	
    Delaware

	

    Brazoria Kidney Center, Inc. 


	
 
	
    Texas

	

    Brevard County Dialysis, LLC


	
 
	
    Florida

	

    Cartersville Dialysis Center, LLC


	
 
	
    Georgia

	

    Clayton County Dialysis, LLC


	
 
	
    Georgia

	

    Clermont Dialysis Center, LLC


	
 
	
    Georgia














 





	 	 	 
	
    Additional Transferring Affiliates

    
	
 
	
    State of

    

	

    (Added October 19, 2006)


	
 
	

    Incorporation



	 

	

    Cobb County Dialysis, LLC


	
 
	
    Georgia

	

    Columbus Area Renal Alliance, LLC


	
 
	
    Delaware

	

    Covington Dialysis Center, LLC


	
 
	
    Georgia

	

    Diabetes Care Group, Inc. 


	
 
	
    Delaware

	

    Dialysis Associates Medical Supply, LLC


	
 
	
    Tennessee

	

    Dialysis Associates, LLC


	
 
	
    Tennessee

	

    Dialysis Centers of America — Illinois, Inc. 


	
 
	
    Illinois

	

    Dialysis Licensing Corp. 


	
 
	
    Delaware

	

    Dialysis Management Corporation


	
 
	
    Texas

	

    Dialysis Services of Atlanta, Inc. 


	
 
	
    Georgia

	

    Douglas County Dialysis, LLC


	
 
	
    Georgia

	

    Doylestown Acute Renal Services, L.L.C. 


	
 
	
    Pennsylvania

	

    Fondren Dialysis Clinic, Inc. 


	
 
	
    Texas

	

    Fort Scott Regional Dialysis Center, Inc. 


	
 
	
    Missouri

	

    Four State Regional Dialysis Center, Inc. 


	
 
	
    Missouri

	

    Henry Dialysis Center, LLC


	
 
	
    Georgia

	

    Holton Dialysis Clinic, LLC


	
 
	
    Georgia

	

    Jefferson County Dialysis, Inc. 


	
 
	
    Arkansas

	

    KDCO, Inc. 


	
 
	
    Missouri

	

    Kentucky Renal Care Group, LLC


	
 
	
    Delaware

	

    Lawton Dialysis, Inc. 


	
 
	
    Arkansas

	

    Little Rock Dialysis, Inc. 


	
 
	
    Arkansas

	

    Maumee Dialysis Services, LLC


	
 
	
    Delaware

	

    Miami Regional Dialysis Center, Inc. 


	
 
	
    Missouri

	

    Michigan Home Dialysis Center, Inc. 


	
 
	
    Michigan

	

    Naples Dialysis Center, LLC


	
 
	
    Florida

	

    National Nephrology Associates Management Company of Texas,
    Inc. 


	
 
	
    Texas

	

    National Nephrology Associates of Texas, L.P. 


	
 
	
    Texas

	

    NNA Management Company of Kentucky, Inc. 


	
 
	
    Kentucky

	

    NNA Management Company of Louisiana, Inc. 


	
 
	
    Louisiana

	

    NNA of Alabama, Inc. 


	
 
	
    Alabama

	

    NNA of East Orange, L.L.C. 


	
 
	
    New Jersey

	

    NNA of Florida, LLC


	
 
	
    Florida

	

    NNA of Georgia, Inc. 


	
 
	
    Delaware

	

    NNA of Harrison, L.L.C. 


	
 
	
    New Jersey

	

    NNA of Louisiana, LLC


	
 
	
    Louisiana

	

    NNA of Memphis, LLC


	
 
	
    Tennessee

	

    NNA of Nevada, Inc. 


	
 
	
    Nevada

	

    NNA of Newark, L.L.C. 


	
 
	
    New Jersey

	

    NNA of Oklahoma, Inc. 


	
 
	
    Nevada

	

    NNA of Oklahoma, L.L.C. 


	
 
	
    Oklahoma

	

    NNA of Rhode Island, Inc. 


	
 
	
    Rhode Island

	

    NNA of Toledo, Inc. 


	
 
	
    Ohio

	

    NNA Properties of Tennessee, Inc. 


	
 
	
    Tennessee

	

    NNA Transportation Services Corporation


	
 
	
    Tennessee














 





	 	 	 
	
    Additional Transferring Affiliates

    
	
 
	
    State of

    

	

    (Added October 19, 2006)


	
 
	

    Incorporation



	 

	

    NNA-Saint Barnabas, L.L.C. 


	
 
	
    New Jersey

	

    NNA-Saint Barnabas-Livingston, L.L.C. 


	
 
	
    New Jersey

	

    Norcross Dialysis Center, LLC


	
 
	
    Georgia

	

    Northeast Alabama Kidney Clinic, Inc. 


	
 
	
    Alabama

	

    Northwest Dialysis, Inc. 


	
 
	
    Arkansas

	

    Physicians Dialysis Company, Inc. 


	
 
	
    Pennsylvania

	

    R.C.G. Supply Company


	
 
	
    Tennessee

	

    RCG Arlington Heights, LLC


	
 
	
    Delaware

	

    RCG Bloomington, LLC


	
 
	
    Delaware

	

    RCG Credit Corporation


	
 
	
    Tennessee

	

    RCG East Texas, LLP


	
 
	
    Delaware

	

    RCG Finance, Inc. 


	
 
	
    Delaware

	

    RCG Indiana, L.L.C. 


	
 
	
    Delaware

	

    RCG Irving, LLP


	
 
	
    Delaware

	

    RCG Marion, LLC


	
 
	
    Delaware

	

    RCG Martin, LLC


	
 
	
    Delaware

	

    RCG Memphis East, LLC


	
 
	
    Delaware

	

    RCG Memphis, LLC


	
 
	
    Delaware

	

    RCG Mississippi, Inc. 


	
 
	
    Delaware

	

    RCG PA Merger Corp. 


	
 
	
    Texas

	

    RCG University Division, Inc. 


	
 
	
    Tennessee

	

    RCG West Health Supply, L.C. 


	
 
	
    Arizona

	

    RCG Whitehaven, LLC


	
 
	
    Delaware

	

    RCG/Saint Luke’s LLC


	
 
	
    Delaware

	

    RCGIH, Inc. 


	
 
	
    Delaware

	

    Renal Care Group Alaska, Inc. 


	
 
	
    Alaska

	

    Renal Care Group Central Memphis, LLC


	
 
	
    Delaware

	

    Renal Care Group East, Inc. 


	
 
	
    Pennsylvania

	

    Renal Care Group Michigan, Inc. 


	
 
	
    Delaware

	

    Renal Care Group Northwest, Inc. 


	
 
	
    Delaware

	

    Renal Care Group of the Midwest, Inc. 


	
 
	
    Kansas

	

    Renal Care Group of the Ozarks, LLC


	
 
	
    Delaware

	

    Renal Care Group of the South, Inc. 


	
 
	
    Delaware

	

    Renal Care Group of the Southeast, Inc. 


	
 
	
    Florida

	

    Renal Care Group Ohio, Inc. 


	
 
	
    Delaware

	

    Renal Care Group South New Mexico, LLC


	
 
	
    Delaware

	

    Renal Care Group Southwest Holdings, Inc. 


	
 
	
    Delaware

	

    Renal Care Group Southwest, L.P. 


	
 
	
    Delaware

	

    Renal Care Group Texas, Inc. 


	
 
	
    Texas

	

    Renal Care Group Texas, L.P. 


	
 
	
    Delaware

	

    Renal Care Group Westlake, LLC


	
 
	
    Delaware

	

    Renal Care Group, Inc. 


	
 
	
    Delaware

	

    RenalNet Arizona, Inc. 


	
 
	
    Arizona

	

    RenalNet, Inc. 


	
 
	
    Delaware

	

    RenalPartners of Indiana, LLC


	
 
	
    Indiana














 





	 	 	 
	
    Additional Transferring Affiliates

    
	
 
	
    State of

    

	

    (Added October 19, 2006)


	
 
	

    Incorporation



	 

	

    RenalPartners, Inc. 


	
 
	
    Delaware

	

    Renex Corp. 


	
 
	
    Florida

	

    Renex Dialysis Clinic of Amesbury, Inc. 


	
 
	
    Massachusetts

	

    Renex Dialysis Clinic of Bloomfield, Inc. 


	
 
	
    New Jersey

	

    Renex Dialysis Clinic of Bridgeton, Inc. 


	
 
	
    Missouri

	

    Renex Dialysis Clinic of Creve Coeur, Inc. 


	
 
	
    Missouri

	

    Renex Dialysis Clinic of Doylestown, Inc. 


	
 
	
    Pennsylvania

	

    Renex Dialysis Clinic of Maplewood, Inc. 


	
 
	
    Missouri

	

    Renex Dialysis Clinic of North Andover, Inc. 


	
 
	
    Massachusetts

	

    Renex Dialysis Clinic of Orange, Inc. 


	
 
	
    New Jersey

	

    Renex Dialysis Clinic of Penn Hills, Inc. 


	
 
	
    Pennsylvania

	

    Renex Dialysis Clinic of Philadelphia, Inc. 


	
 
	
    Pennsylvania

	

    Renex Dialysis Clinic of Pittsburgh, Inc. 


	
 
	
    Pennsylvania

	

    Renex Dialysis Clinic of Shaler, Inc. 


	
 
	
    Pennsylvania

	

    Renex Dialysis Clinic of South Georgia, Inc. 


	
 
	
    Georgia

	

    Renex Dialysis Clinic of St. Louis, Inc. 


	
 
	
    Missouri

	

    Renex Dialysis Clinic of Tampa, Inc. 


	
 
	
    Florida

	

    Renex Dialysis Clinic of Union, Inc. 


	
 
	
    Missouri

	

    Renex Dialysis Clinic of University City, Inc. 


	
 
	
    Missouri

	

    Renex Dialysis Clinic of Woodbury, Inc. 


	
 
	
    New Jersey

	

    Renex Dialysis Facilities, Inc. 


	
 
	
    Mississippi

	

    Renex Dialysis Homecare of Greater St. Louis, Inc. 


	
 
	
    Missouri

	

    Renex Management Services, Inc. 


	
 
	
    Florida

	

    Smyrna Dialysis Center, LLC


	
 
	
    Georgia

	

    SSKG, Inc. 


	
 
	
    Illinois

	

    STAT Dialysis Corporation


	
 
	
    Delaware

	

    Stone Mountain Dialysis Center, LLC


	
 
	
    Georgia

	

    Stuttgart Dialysis, LLC


	
 
	
    Arkansas

	

    Three Rivers Dialysis Services, LLC


	
 
	
    Delaware

	

    West Palm Dialysis, LLC


	
 
	
    Georgia

	

    Wharton Dialysis, Inc. 


	
 
	
    Texas