exv10w1









    Exhibit 10.1



 




    AMENDMENT
    NO. 1

    



 




    Dated as
    of June 16, 2010

    



 




    to

    



 




    FIFTH
    AMENDED AND RESTATED

    



 




    TRANSFER
    AND ADMINISTRATION AGREEMENT

    



 




    Dated as
    of November 17, 2009



 



    THIS AMENDMENT NO. 1 (this “Amendment”)
    dated as of June 16, 2010 is entered into by and among
    (i) NMC FUNDING CORPORATION, a Delaware corporation (the
    “Transferor”), (ii) NATIONAL MEDICAL CARE,
    INC., a Delaware corporation, as collection agent (the
    “Collection Agent”), (iii) the
    “Conduit Investors,” “Bank Investors” and
    “Administrative Agents” identified on the signature
    pages hereto and (iv) WESTLB AG, NEW YORK BRANCH, as agent
    (the “Agent”).



 




    PRELIMINARY
    STATEMENTS



 



    A. The Transferor, the Collection Agent, the Conduit
    Investors, the Bank Investors, the Administrative Agents and the
    Agent are parties to that certain Fifth Amended and Restated
    Transfer and Administration Agreement dated as of
    November 17, 2009 (as amended or otherwise modified prior
    to the date hereof, the “TAA”). Capitalized
    terms used herein and not otherwise defined shall have the
    meanings ascribed to them in the TAA.



 



    B. The parties hereto desire to amend Exhibit Q to the
    TAA by (i) deleting certain existing Transferring
    Affiliates as specified in Section 1.1 below that
    have become dormant and have ceased to generate Receivables or
    have merged with other Transferring Affiliates and
    (ii) adding the entities specified in
    Section 1.2 below as new Transferring Affiliates.



 



    C. 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 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.



 



    Terminated Transferring Affiliates:



 



    Angleton Dialysis, Inc.




    Arizona Renal Investments, LLC




    Bio-Medical Applications Home Dialysis Services, Inc




    Bio-Medical Applications of Glendora, Inc.




    Bio-Medical Applications of Hoboken, Inc.




    Bio-Medical Applications of Idaho, LLC




    Bio-Medical Applications of Las Americas, Inc.




    Brazoria Kidney Center, Inc.




    Cartersville Dialysis Center, LLC




    Cobb County Dialysis, LLC




    Con-Med Supply Company, Inc.




    Covington Dialysis Center, LLC




    Diabetes Care Group, Inc.




    Dialysis America Alabama, LLC














 







    Dialysis Licensing Corp.




    Everest Management, Inc.




    FMS New York, Inc.




    Fresenius USA Home Dialysis, Inc.




    Home Intensive Care, Inc.




    Mercy Dialysis Center, Inc.




    Naples Dialysis Center, LLC




    Neomedica, Inc.




    New York Dialysis Management, Inc.




    NNA of Memphis, LLC




    NNA Properties of Tennessee, Inc.




    NNA Transportation Services Corporation




    Northwest Dialysis, Inc.




    RCG Arlington Heights, LLC




    RCG Credit Corporation




    RCG Finance, Inc.




    RCG Marion, LLC




    RCG PA Merger Corp.




    RCG Whitehaven, LLC




    RCG/Saint Luke’s LLC




    RCGIH, Inc.




    Renal Care Group Central Memphis, LLC




    RenalNet, Inc.




    RenalPartners of Indiana, LLC




    Renex Dialysis Clinic of Amesbury, Inc.




    Renex Dialysis Clinic of North Andover, Inc.




    Renex Dialysis Clinic of Penn Hills, Inc.




    Renex Dialysis Clinic of Shaler, Inc.




    Renex Dialysis Homecare of Greater St. Louis, Inc.




    Renex Management Services, Inc.



 



    1.2 Exhibit Q to the TAA is further amended to add the
    entities specified below to the list of Transferring Affiliates.



 



    New Transferring Affiliates:



 



    Fresenius Medical Care Apheresis Services, LLC




    Fresenius Vascular Care, Inc. (f/k/a National Vascular Care,
    Inc.)




    Health IT Services Group, LLC




    New York Dialysis Services, Inc.




    RCG Robstown, LLP




    Saint Louis Renal Care, LLC



 



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



 



    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) Amendment No. 2 to the Transferring Affiliate
    Letter, substantially in the form of Exhibit B
    attached hereto, duly executed by the parties thereto; and





    

    2








 







    (c) 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.



 



    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.



 




    [The
    remainder of this page intentionally left blank]





    

    3








 







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



 



    NMC FUNDING CORPORATION,

    as Transferor



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett








			
	 	      
	
    Name: Mark Fawcett





    Title: Vice President & Treasurer



 



    NATIONAL MEDICAL CARE, INC., as

    Collection Agent



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett








			
	 	      
	
    Name: Mark Fawcett





    Title: Vice President & Treasurer



 


 


 




    Signature
    Page Amendment No. 1 to Fifth Amended

    and Restated Transfer and Administration Agreement




    

    4








 







    WESTLB AG, NEW YORK BRANCH, as Agent,

    an Administrative Agent and as a Bank Investor



 


			
	 	    By: 
	
    /s/  Matthew
    F. Tallo








			
	 	      
	
    Name: Matthew F. Tallo





    Title: Executive Director



 


			
	 	    By: 
	
    /s/  Vesselina
    Koleva








			
	 	      
	
    Name: Vesselina Koleva





    Title: Director



 



    PARADIGM FUNDING LLC,

    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Doris
    J. Hearn








			
	 	      
	
    Name: Doris J. Hearn





    Title: Vice President



 


 


 




    Signature
    Page Amendment No. 1 to Fifth Amended

    and Restated Transfer and Administration Agreement




    

    5








 







    BAYERISCHE LANDESBANK, NEW YORK BRANCH, as an Administrative
    Agent and as a Bank Investor



 


			
	 	    By: 
	
    /s/  Vincent
    Dolan








			
	 	      
	
    Name: Vincent Dolan

    Title: Vice President




 


 


			
	 	    By: 
	
    /s/  L.A.
    Wynter








			
	 	      
	
    Name: Lori-Ann Wynter





    Title: Vice President



 



    GIRO BALANCED FUNDING CORPORATION,

    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Damian
    Perez








			
	 	      
	
    Name: Damian Perez





    Title: Vice President



 


 


 




    Signature
    Page Amendment No. 1 to Fifth Amended

    and Restated Transfer and Administration Agreement




    

    6








 







    THE BANK OF NOVA SCOTIA, as an

    Administrative Agent and as a Bank Investor



 


			
	 	    By: 
	
    /s/  Darren
    Ward








			
	 	      
	
    Name: Darren Ward





    Title: Director, Asset-Backed Finance



 



    LIBERTY STREET FUNDING LLC,

    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Jill
    A. Russo








			
	 	      
	
    Name: Jill A. Russo





    Title: Vice President



 


 


 




    Signature
    Page Amendment No. 1 to Fifth Amended

    and Restated Transfer and Administration Agreement




    

    7








 







    CREDIT AGRICOLE CORPORATE AND




    INVESTMENT BANK, NEW YORK (f/k/a




    CALYON NEW YORK BRANCH), as an




    Administrative Agent and as a Bank Investor



 


			
	 	    By: 
	
    /s/  Sam
    Pilcer








			
	 	      
	
    Name: Sam Pilcer





    Title: Managing Director



 


			
	 	    By: 
	
    /s/  Konstantina
    Kourmpetis








			
	 	      
	
    Name: Konstantina Kourmpetis





    Title: Managing Director



 



    ATLANTIC ASSET SECURITIZATION LLC,

    as a Conduit Investor



 



    By: Credit Agricole Corporate and Investment




    Bank, New York (f/k/a Calyon New York Branch),




    its
    Attorney-in-Fact



 


			
	 	    By: 
	
    /s/  Sam
    Pilcer








			
	 	      
	
    Name: Sam Pilcer





    Title: Managing Director



 


			
	 	    By: 
	
    /s/  Konstantina
    Kourmpetis








			
	 	      
	
    Name: Konstantina Kourmpetis





    Title: Managing Director



 


 


 




    Signature
    Page Amendment No. 1 to Fifth Amended

    and Restated Transfer and Administration Agreement




    

    8








 







    BARCLAYS BANK PLC, as an Administrative Agent



 


			
	 	    By: 
	
    /s/  Jeffrey
    Goldberg








			
	 	      
	
    Name: Jeffrey Goldberg





    Title: Director



 



    SALISBURY RECEIVABLES COMPANY, LLC,

    as a Conduit Investor and a Bank Investor



 


			
	 	    By: 
	
    /s/  David
    Mira








			
	 	      
	
    Name: David Mira





    Title: Associate Director



 


 


 




    Signature
    Page Amendment No. 1 to Fifth Amended

    and Restated Transfer and Administration Agreement




    

    9








 







    ROYAL BANK OF CANADA, as an Administrative Agent and as a Bank
    Investor



 


			
	 	    By: 
	
    /s/  Janine
    D. Marsini








			
	 	      
	
    Name: Janine D. Marsini





    Title: Authorized Signatory



 


			
	 	    By: 
	
    /s/  Edward
    V. Westerman








			
	 	      
	
    Name: Edward V. Westerman





    Title: Authorized Signatory



 



    OLD LINE FUNDING, LLC,

    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Janine
    D. Marsini








			
	 	      
	
    Name: Janine D. Marsini





    Title: Authorized Signatory



 


 


 




    Signature
    Page Amendment No. 1 to Fifth Amended

    and Restated Transfer and Administration Agreement




    

    10








 







    LANDESBANK HESSEN-THUERINGEN GIROZENTRALE, as a Bank Investor



 


			
	 	    By: 
	
    /s/  Stefan
    Brandauer








			
	 	      
	
    Name: Stefan Brandauer





    Title: VP



 


			
	 	    By: 
	
    /s/  Bjorn
    Mouner








			
	 	      
	
    Name: Bjorn Mouner





    Title: VP



 


 


 




    Signature
    Page Amendment No. 1 to Fifth Amended

    and Restated Transfer and Administration Agreement




    

    11








 








    EXHIBIT A

    



 




    EXHIBIT Q

    



 




    to

    



 




    FIFTH
    AMENDED AND RESTATED

    



 




    TRANSFER
    AND ADMINISTRATION AGREEMENT

    



 




    LIST
    OF TRANSFERRING AFFILIATES



 


	 	 	 
	
    Chief Executive Office for each

    Transferring Affiliate:
	
 
	
    920 Winter Street

    Waltham, Massachusetts 02451-1457









 


	 	 	 
	
    Original Transferring Affiliates

    
	
 
	
    State of

    

	
    (before October 19, 2006)
	
 
	
    Incorporation

	 

	

    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 Guayama, 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 Long Beach, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Los Gatos, Inc. 


	
 
	
    Delaware






    

    12








 







	 	 	 
	
    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 Georgia, LLC


	
 
	
    Delaware

	

    Dialysis Associates of Northern New Jersey, L.L.C. 


	
 
	
    New Jersey

	

    Everest Healthcare Holdings, Inc. 


	
 
	
    Delaware

	

    Everest Healthcare Indiana, Inc. 


	
 
	
    Indiana

	

    Everest Healthcare Rhode Island, Inc. 


	
 
	
    Delaware






    

    13








 







	 	 	 
	
    Original Transferring Affiliates

    
	
 
	
    State of

    

	
    (before October 19, 2006)
	
 
	
    Incorporation

	 

	

    Everest Healthcare Texas Holding Corp. 


	
 
	
    Delaware

	

    Everest Healthcare Texas, L.P. 


	
 
	
    Delaware

	

    Fresenius Medical Care Dialysis Services Colorado LLC


	
 
	
    Delaware

	

    Fresenius Medical Care Dialysis Services — Oregon, LLC


	
 
	
    Oregon

	

    Fresenius Management Services, 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

	

    National Medical Care, 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

	

    Haemo-Stat, Inc. 


	
 
	
    California

	

    Santa Barbara Community Dialysis Center, Inc. 


	
 
	
    California

	

    WSKC Dialysis Services, Inc. 


	
 
	
    Illinois

	

    Du Page Dialysis, Ltd. 


	
 
	
    Illinois









 


	 	 	 
	
    Additional Transferring Affiliates

    
	
 
	
    State of

    

	
    (added October 19, 2006)
	
 
	
    Incorporation

	 

	

    Brevard County Dialysis, LLC


	
 
	
    Florida

	

    Clayton County Dialysis, LLC


	
 
	
    Georgia

	

    Clermont Dialysis Center, LLC


	
 
	
    Georgia

	

    Columbus Area Renal Alliance, LLC


	
 
	
    Delaware

	

    Dialysis Associates, LLC


	
 
	
    Tennessee

	

    Dialysis Centers of America — Illinois, Inc. 


	
 
	
    Illinois

	

    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






    

    14








 







	 	 	 
	
    Additional Transferring Affiliates

    
	
 
	
    State of

    

	
    (added October 19, 2006)
	
 
	
    Incorporation

	 

	

    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

	

    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 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-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

	

    Physicians Dialysis Company, Inc. 


	
 
	
    Pennsylvania

	

    RCG Bloomington, LLC


	
 
	
    Delaware

	

    RCG East Texas, LLP


	
 
	
    Delaware

	

    RCG Indiana, L.L.C. 


	
 
	
    Delaware

	

    RCG Irving, LLP


	
 
	
    Delaware

	

    RCG Martin, LLC


	
 
	
    Delaware

	

    RCG Memphis East, LLC


	
 
	
    Delaware

	

    RCG Memphis, LLC


	
 
	
    Delaware

	

    RCG Mississippi, Inc. 


	
 
	
    Delaware

	

    RCG University Division, Inc. 


	
 
	
    Tennessee

	

    RCG West Health Supply, L.C. 


	
 
	
    Arizona

	

    Renal Care Group Alaska, Inc. 


	
 
	
    Alaska

	

    Renal Care Group East, Inc. 


	
 
	
    Pennsylvania

	

    Renal Care Group Michigan, Inc. 


	
 
	
    Delaware






    15








 







	 	 	 
	
    Additional Transferring Affiliates

    
	
 
	
    State of

    

	
    (added October 19, 2006)
	
 
	
    Incorporation

	 

	

    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, LP


	
 
	
    Delaware

	

    Renal Care Group Westlake, LLC


	
 
	
    Delaware

	

    Renal Care Group, Inc. 


	
 
	
    Delaware

	

    RenalPartners, Inc. 


	
 
	
    Delaware

	

    Renex Corp. 


	
 
	
    Florida

	

    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 Orange, Inc. 


	
 
	
    New Jersey

	

    Renex Dialysis Clinic of Philadelphia, Inc. 


	
 
	
    Pennsylvania

	

    Renex Dialysis Clinic of Pittsburgh, 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

	

    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









 


	 	 	 
	
    Additional Transferring Affiliates

    
	
 
	
    State of

    

	
    (added November 17, 2009)
	
 
	
    Incorporation

	 

	

    Apheresis Care Group, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Amarillo, Inc. 


	
 
	
    Delaware

	

    Bio-Medical Applications of Wyoming, LLC


	
 
	
    Delaware






    16








 







	 	 	 
	
    Additional Transferring Affiliates

    
	
 
	
    State of

    

	
    (added November 17, 2009)
	
 
	
    Incorporation

	 

	

    Dialysis Services of Southeast Alaska, LLC


	
 
	
    Alaska

	

    Dialysis Specialists of Marietta, Ltd. 


	
 
	
    Ohio

	

    FMS Philadelphia Dialysis, LLC


	
 
	
    Delaware

	

    Fresenius Health Partners, Inc. (f/k/a Fresenius Medical Care
    Health Plan, Inc.)


	
 
	
    Delaware

	

    Fresenius Medical Care Comprehensive CKD Services, Inc. 


	
 
	
    Delaware

	

    Fresenius Medical Care Healthcare Recruitment, LLC


	
 
	
    Delaware

	

    Fresenius Medical Care Holdings, Inc. 


	
 
	
    New York

	

    Fresenius Medical Care of Illinois, LLC


	
 
	
    Delaware

	

    Fresenius Medical Care Pharmacy Services, Inc. 


	
 
	
    Delaware

	

    Fresenius Medical Care PSO, LLC


	
 
	
    Delaware

	

    Fresenius Medical Care Rx, LLC


	
 
	
    Delaware

	

    Fresenius Medical Care Ventures Holding Company, Inc. 


	
 
	
    Delaware

	

    Fresenius Medical Care Ventures, LLC


	
 
	
    Delaware

	

    Fresenius USA Manufacturing, Inc. 


	
 
	
    Delaware

	

    Homestead Artificial Kidney Center, Inc. 


	
 
	
    Florida

	

    Integrated Renal Care of the Pacific, LLC


	
 
	
    Hawaii

	

    Metro Dialysis Center — Normandy, Inc. 


	
 
	
    Missouri

	

    Metro Dialysis Center — North, Inc. 


	
 
	
    Missouri

	

    Nephromed LLC


	
 
	
    Delaware

	

    NMC Services, Inc. 


	
 
	
    Delaware

	

    QualiCenters Albany, Ltd. 


	
 
	
    Colorado

	

    QualiCenters Bend, LLC


	
 
	
    Colorado

	

    QualiCenters Coos Bay, Ltd. 


	
 
	
    Colorado

	

    QualiCenters Eugene-Springfield Ltd. 


	
 
	
    Colorado

	

    QualiCenters Inland Northwest LLC


	
 
	
    Colorado

	

    QualiCenters Pueblo, LLC


	
 
	
    Colorado

	

    QualiCenters Salem, LLC


	
 
	
    Colorado

	

    QualiCenters Sioux City LLC


	
 
	
    Colorado

	

    Renaissance Health Care, Inc. 


	
 
	
    Delaware

	

    Renal Care Group of the Rockies, LLC


	
 
	
    Delaware

	

    Renal Care Group Southwest Michigan, LLC


	
 
	
    Delaware

	

    Renal Care Group Toledo, LLC


	
 
	
    Delaware

	

    Renal Care Group-Harlingen, L.P. 


	
 
	
    Delaware

	

    Renal Solutions, Inc. 


	
 
	
    Indiana

	

    S.A.K.D.C., Inc. 


	
 
	
    Texas

	

    SORB Technology, Inc. 


	
 
	
    Mississippi

	

    Spectra Diagnostics, LLC


	
 
	
    Delaware

	

    Spectra Medical Data Processing, LLC


	
 
	
    Delaware

	

    Spectra Renal Research, LLC


	
 
	
    Delaware

	

    St. Louis Regional Dialysis Center, Inc. 


	
 
	
    Missouri

	

    Tappahannock Dialysis Center, Inc. 


	
 
	
    Virginia

	

    U.S. Vascular Access Holdings, LLC


	
 
	
    Delaware

	

    Warrenton Dialysis Facility, Inc. 


	
 
	
    Virginia

	

    West End Dialysis Center, Inc. 


	
 
	
    Virginia











    17








 






	 	 	 
	
    Additional Transferring Affiliates

    
	
 
	
    State of

    

	
    (added June 16, 2010)
	
 
	
    Incorporation

	 

	

    Fresenius Medical Care Apheresis Services, LLC


	
 
	
    Delaware

	

    Fresenius Vascular Care, Inc. 


	
 
	
    Delaware

	

    (f/k/a National Vascular Care, Inc.)


	
 
	
 

	

    Health IT Services Group, LLC


	
 
	
    Delaware

	

    New York Dialysis Services, Inc. 


	
 
	
    New York

	

    RCG Robstown, LLP


	
 
	
    Delaware

	

    Saint Louis Renal Care, LLC


	
 
	
    Delaware











    

    18








 








    EXHIBIT B

    



 




    Form
    of

    



 




    AMENDMENT
    TO TRANSFERRING AFFILIATE LETTER

    



 




    AMENDMENT
    NO. 2

    



 




    Dated as
    of June 16, 2010

    



 




    to

    



 




    AMENDED
    AND RESTATED TRANSFERRING AFFILIATE LETTER

    



 




    Dated as
    of October 16, 2008



 



    THIS AMENDMENT NO. 2 (this “Amendment”) dated
    as of June 16, 2010 is entered into by and among
    (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation
    (the “Seller”) and (ii) the entities
    listed on the signature pages hereof under the heading “New
    Transferring Affiliates” (collectively, the “New
    Transferring Affiliates”) and (iii) the other
    entities listed on the signature pages hereof under the heading
    “Existing Transferring Affiliates” (collectively, the
    ‘‘Existing Transferring Affiliates” and,
    together with the New Transferring Affiliates, the
    ‘‘Transferring Affiliates”).



 




    PRELIMINARY
    STATEMENT



 



    A. The Seller and the Existing Transferring Affiliates are
    parties to that certain Amended and Restated Transferring
    Affiliate Letter dated as of October 16, 2008 (as amended
    or otherwise modified prior to the date hereof, the
    “Transferring Affiliate Letter”). Capitalized
    terms used herein and not otherwise defined shall have the
    meanings ascribed to them in the Transferring Affiliate Letter
    or in the RPA referred to therein.



 



    B. The parties hereto desire to amend the list of
    Transferring Affiliates under the Transferring Affiliate Letter
    by (i) terminating certain Existing Transferring Affiliates
    as specified in Section 1(b) below that have become
    dormant and have ceased to generate Receivables or have merged
    with other Transferring Affiliates and (ii) adding the New
    Transferring Affiliates.



 



    C. The parties hereto desire to amend the Transferring
    Affiliate Letter 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.



 



    (a) New Transferring Affiliates. Subject to the
    satisfaction of the conditions precedent set forth in
    Section 2 below, the New Transferring Affiliates are hereby
    added as “Transferring Affiliates” under the
    Transferring Affiliate Letter. From and after the effective date
    of this Amendment, each New Transferring Affiliate shall have
    all of the rights and obligations of a Transferring Affiliate
    under the Transferring Affiliate Letter. Accordingly, on the
    effective date of this Amendment, each New Transferring
    Affiliate shall sell to the Seller, and the Seller will
    forthwith purchase from such New Transferring Affiliate, all of
    the Receivables with respect to such New Transferring Affiliate
    and all Related Security with respect thereto. All Receivables
    with respect to such New Transferring Affiliate arising after
    the effective date of this Amendment and all Related Security
    with respect thereto shall be sold to the Seller pursuant to the
    terms of the Transferring Affiliate Letter in the same manner as
    if such New Transferring Affiliate had been an original party
    thereto.



 



    New Transferring Affiliates:



 



    Fresenius Medical Care Apheresis Services, LLC




    Fresenius Vascular Care, Inc. (f/k/a National Vascular Care,
    Inc.)




    Health IT Services Group, LLC




    New York Dialysis Services, Inc.




    RCG Robstown, LLP




    Saint Louis Renal Care, LLC





    

    19








 







    (b) Terminated Transferring Affiliates. Subject
    to the satisfaction of the conditions precedent set forth in
    Section 2 below, the Existing Transferring Affiliates
    listed below (each, a “Terminated Transferring
    Affiliate”) are hereby terminated as “Transferring
    Affiliates” under the Transferring Affiliate Letter. From
    and after the effective date of this Amendment, each of the
    parties hereto agrees that the Terminated Transferring
    Affiliates shall have no further right or obligation to transfer
    any of their Receivables under the Transferring Affiliate Letter
    and shall cease to be “Transferring Affiliates”
    thereunder, except with respect to Receivables that arose prior
    to the date hereof:



 



    Terminated Transferring Affiliates:



 



    Angleton Dialysis, Inc.




    Arizona Renal Investments, LLC




    Bio-Medical Applications Home Dialysis Services, Inc




    Bio-Medical Applications of Glendora, Inc.




    Bio-Medical Applications of Hoboken, Inc.




    Bio-Medical Applications of Idaho, LLC




    Bio-Medical Applications of Las Americas, Inc.




    Brazoria Kidney Center, Inc.




    Cartersville Dialysis Center, LLC




    Cobb County Dialysis, LLC




    Con-Med Supply Company, Inc.




    Covington Dialysis Center, LLC




    Diabetes Care Group, Inc.




    Dialysis America Alabama, LLC




    Dialysis Licensing Corp.




    Everest Management, Inc.




    FMS New York, Inc.




    Fresenius USA Home Dialysis, Inc.




    Home Intensive Care, Inc.




    Mercy Dialysis Center, Inc.




    Naples Dialysis Center, LLC




    Neomedica, Inc.




    New York Dialysis Management, Inc.




    NNA of Memphis, LLC




    NNA Properties of Tennessee, Inc.




    NNA Transportation Services Corporation




    Northwest Dialysis, Inc.




    RCG Arlington Heights, LLC




    RCG Credit Corporation




    RCG Finance, Inc.




    RCG Marion, LLC




    RCG PA Merger Corp.




    RCG Whitehaven, LLC




    RCG/Saint Luke’s LLC




    RCGIH, Inc.




    Renal Care Group Central Memphis, LLC




    RenalNet, Inc.




    RenalPartners of Indiana, LLC




    Renex Dialysis Clinic of Amesbury, Inc.




    Renex Dialysis Clinic of North Andover, Inc.




    Renex Dialysis Clinic of Penn Hills, Inc.




    Renex Dialysis Clinic of Shaler, Inc.




    Renex Dialysis Homecare of Greater St. Louis, Inc.




    Renex Management Services, Inc.





    

    20








 







    Section 2. Conditions
    Precedent. This Amendment shall become effective and be
    deemed effective as of the date hereof upon (i) the receipt
    by the Seller of counterparts of this Amendment duly executed by
    the Seller, the New Transferring Affiliates, and the Existing
    Transferring Affiliates, and (ii) the effectiveness of
    Amendment No. 1 to the TAA of even date herewith.



 



    Section  3. Covenants,
    Representations and Warranties of the Transferring
    Affiliates.



 



    3.1 Upon the effectiveness of this Amendment, each
    Transferring Affiliate hereby reaffirms all covenants,
    representations and warranties made by it in the Transferring
    Affiliate Letter (as amended hereby) 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 Transferring Affiliate hereby represents and
    warrants that this Amendment constitutes the legal, valid and
    binding obligation of such party, enforceable against it in
    accordance with terms hereof.



 



    Section 4. Reference
    to and Effect on the Transferring Affiliate Letter.



 



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



 



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



 



    4.3 The execution, delivery and effectiveness of this
    Amendment shall not operate as a waiver of any right, power or
    remedy of the Seller or any of its assignees under the
    Transferring Affiliate Letter 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 via facsimile or other
    electronic transmission shall be deemed delivery of an original
    counterpart.



 



    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.



 




    [Remainder
    of Page Intentionally Left Blank]
    





    

    21








 







    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.



 



    New Transferring Affiliates:



 



    Fresenius Medical Care Apheresis Services, LLC




    Fresenius Vascular Care, Inc. (f/k/a National Vascular Care,




    Inc.)




    Health IT Services Group, LLC




    New York Dialysis Services, Inc.




    RCG Robstown, LLP




    Saint Louis Renal Care, LLC



 


			
	 	    By: 
	
        









    Name:      








			
	 	    Title: 
	










 



    Existing Transferring Affiliates:



 



    Apheresis Care Group, Inc.




    Bio-Medical Applications Management Company, Inc.




    Bio-Medical Applications of Aguadilla, Inc.




    Bio-Medical Applications of Alabama, Inc.




    Bio-Medical Applications of Amarillo, Inc.




    Bio-Medical Applications of Anacostia, Inc.




    Bio-Medical Applications of Arecibo, Inc.




    Bio-Medical Applications of Arkansas, Inc.




    Bio-Medical Applications of Bayamon, Inc.




    Bio-Medical Applications of Blue Springs, Inc.




    Bio-Medical Applications of Caguas, Inc.




    Bio-Medical Applications of California, Inc.




    Bio-Medical Applications of Camarillo, Inc.




    Bio-Medical Applications of Capitol Hill, Inc.




    Bio-Medical Applications of Carolina, Inc.




    Bio-Medical Applications of Carson, Inc.




    Bio-Medical Applications of Clinton, Inc.




    Bio-Medical Applications of Columbia Heights, Inc.




    Bio-Medical Applications of Connecticut, Inc.




    Bio-Medical Applications of Delaware, Inc.




    Bio-Medical Applications of Dover, Inc.




    Bio-Medical Applications of Eureka, Inc.




    Bio-Medical Applications of Fayetteville, Inc.




    Bio-Medical Applications of Florida, Inc.




    Bio-Medical Applications of Fremont, Inc.




    Bio-Medical Applications of Fresno, Inc.




    Bio-Medical Applications of Georgia, Inc.




    Bio-Medical Applications of Guayama, Inc.




    Bio-Medical Applications of Humacao, Inc.




    Bio-Medical Applications of Illinois, Inc.




    Bio-Medical Applications of Indiana, Inc.




    Bio-Medical Applications of Kansas, Inc.



 


 




    Signature
    Page Amendment No. 2 to Amended

    and Restated Transferring Affiliate Letter




    

    22








 







    Bio-Medical Applications of Kentucky, Inc.




    Bio-Medical Applications of Long Beach, Inc.




    Bio-Medical Applications of Los Gatos, Inc.




    Bio-Medical Applications of Louisiana, LLC




    Bio-Medical Applications of Maine, Inc.




    Bio-Medical Applications of Manchester, Inc.




    Bio-Medical Applications of Maryland, Inc.




    Bio-Medical Applications of Massachusetts, Inc.




    Bio-Medical Applications of Mayaguez, Inc.




    Bio-Medical Applications of Michigan, Inc.




    Bio-Medical Applications of Minnesota, Inc.




    Bio-Medical Applications of Mission Hills, Inc.




    Bio-Medical Applications of Mississippi, Inc.




    Bio-Medical Applications of Missouri, Inc.




    Bio-Medical Applications of MLK, Inc.




    Bio-Medical Applications of Nevada, Inc.




    Bio-Medical Applications of New Hampshire, Inc.




    Bio-Medical Applications of New Jersey, Inc.




    Bio-Medical Applications of New Mexico, Inc.




    Bio-Medical Applications of North Carolina, Inc.




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




    Bio-Medical Applications of Oakland, Inc.




    Bio-Medical Applications of Ohio, Inc.




    Bio-Medical Applications of Oklahoma, Inc.




    Bio-Medical Applications of Pennsylvania, Inc.




    Bio-Medical Applications of Ponce, Inc.




    Bio-Medical Applications of Puerto Rico, Inc.




    Bio-Medical Applications of Rhode Island, Inc.




    Bio-Medical Applications of Rio Piedras, Inc.




    Bio-Medical Applications of San Antonio, Inc.




    Bio-Medical Applications of San German, Inc.




    Bio-Medical Applications of San Juan, Inc.




    Bio-Medical Applications of South Carolina, Inc.




    Bio-Medical Applications of Southeast Washington, Inc.




    Bio-Medical Applications of Tennessee, Inc.




    Bio-Medical Applications of Texas, Inc.




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




    Bio-Medical Applications of Ukiah, Inc.




    Bio-Medical Applications of Virginia, Inc.




    Bio-Medical Applications of West Virginia, Inc.




    Bio-Medical Applications of Wisconsin, Inc.




    Bio-Medical Applications of Woonsocket, Inc.




    Bio-Medical Applications of Wyoming, LLC




    Brevard County Dialysis, LLC




    Clayton County Dialysis, LLC




    Clermont Dialysis Center, LLC




    Columbus Area Renal Alliance, LLC




    Conejo Valley Dialysis, Inc.




    Dialysis America Georgia, LLC




    Dialysis Associates of Northern New Jersey, L.L.C.



 


 




    Signature
    Page Amendment No. 2 to Amended

    and Restated Transferring Affiliate Letter




    

    23








 







    Dialysis Associates, LLC




    Dialysis Centers of America — Illinois, Inc.




    Dialysis Management Corporation




    Dialysis Services of Atlanta, Inc.




    Dialysis Services of Cincinnati, Inc.




    Dialysis Services of Southeast Alaska, LLC




    Dialysis Services, Inc.




    Dialysis Specialists of Marietta, Ltd.




    Dialysis Specialists of Topeka, Inc.




    Dialysis Specialists of Tulsa, Inc.




    Douglas County Dialysis, LLC




    Doylestown Acute Renal Services, L.L.C.




    Du Page Dialysis, Ltd.




    Everest Healthcare Holdings, Inc.




    Everest Healthcare Indiana, Inc.




    Everest Healthcare Ohio, Inc.




    Everest Healthcare Rhode Island, Inc.




    Everest Healthcare Texas Holding Corp.




    Everest Healthcare Texas, L.P.




    FMS Philadelphia Dialysis, LLC




    Fondren Dialysis Clinic, Inc.




    Fort Scott Regional Dialysis Center, Inc.




    Four State Regional Dialysis Center, Inc.




    Fresenius Health Partners, Inc. (f/k/a Fresenius Medical Care




    Health Plan, Inc.)




    Fresenius Management Services, Inc.




    Fresenius Medical Care Comprehensive CKD Services, Inc.




    Fresenius Medical Care Dialysis Services Colorado LLC




    Fresenius Medical Care Dialysis Services — Oregon, LLC




    Fresenius Medical Care Healthcare Recruitment, LLC




    Fresenius Medical Care Holdings, Inc.




    Fresenius Medical Care of Illinois, LLC




    Fresenius Medical Care Pharmacy Services, Inc.




    Fresenius Medical Care PSO, LLC




    Fresenius Medical Care Rx, LLC




    Fresenius Medical Care Ventures Holding Company, Inc.




    Fresenius Medical Care Ventures, LLC




    Fresenius USA Manufacturing, Inc.




    Fresenius USA Marketing, Inc.




    Fresenius USA, Inc.




    Gulf Region Mobile Dialysis, Inc.




    Haemo-Stat, Inc.




    Henry Dialysis Center, LLC




    Holton Dialysis Clinic, LLC




    Home Dialysis of America, Inc.




    Home Dialysis of Muhlenberg County, Inc.




    Homestead Artificial Kidney Center, Inc.




    Integrated Renal Care of the Pacific, LLC




    Jefferson County Dialysis, Inc.




    KDCO, Inc.



 


 




    Signature
    Page Amendment No. 2 to Amended

    and Restated Transferring Affiliate Letter




    

    24








 







    Kentucky Renal Care Group, LLC




    Lawton Dialysis, Inc.




    Little Rock Dialysis, Inc.




    Maumee Dialysis Services, LLC




    Metro Dialysis Center — Normandy, Inc.




    Metro Dialysis Center — North, Inc.




    Miami Regional Dialysis Center, Inc.




    Michigan Home Dialysis Center, Inc.




    National Medical Care, Inc.




    National Nephrology Associates Management Company of Texas, Inc.




    National Nephrology Associates of Texas, L.P.




    Nephromed LLC




    NMC Services, Inc.




    NNA Management Company of Kentucky, Inc.




    NNA Management Company of Louisiana, Inc.




    NNA of Alabama, Inc.




    NNA of East Orange, L.L.C.




    NNA of Florida, LLC




    NNA of Georgia, Inc.




    NNA of Harrison, L.L.C.




    NNA of Louisiana, LLC




    NNA of Nevada, Inc.




    NNA of Newark, L.L.C.




    NNA of Oklahoma, Inc.




    NNA of Oklahoma, L.L.C.




    NNA of Rhode Island, Inc.




    NNA of Toledo, Inc.




    NNA-Saint Barnabas, L.L.C.




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




    Norcross Dialysis Center, LLC




    North Buckner Dialysis Center, Inc.




    Northeast Alabama Kidney Clinic, Inc.




    Northern New Jersey Dialysis, L.L.C.




    Physicians Dialysis Company, Inc.




    QualiCenters Albany, Ltd.




    QualiCenters Bend, LLC




    QualiCenters Coos Bay, Ltd.




    QualiCenters Eugene-Springfield Ltd.




    QualiCenters Inland Northwest LLC




    QualiCenters Pueblo, LLC




    QualiCenters Salem, LLC




    QualiCenters Sioux City LLC




    Qualicenters, Inc.




    RCG Bloomington, LLC




    RCG East Texas, LLP




    RCG Indiana, L.L.C.




    RCG Irving, LLP




    RCG Martin, LLC




    RCG Memphis East, LLC




    RCG Memphis, LLC



 


 




    Signature
    Page Amendment No. 2 to Amended

    and Restated Transferring Affiliate Letter




    

    25








 







    RCG Mississippi, Inc.




    RCG University Division, Inc.




    RCG West Health Supply, L.C.




    Renaissance Health Care, Inc.




    Renal Care Group Alaska, Inc.




    Renal Care Group East, Inc.




    Renal Care Group Michigan, Inc.




    Renal Care Group Northwest, Inc.




    Renal Care Group of the Midwest, Inc.




    Renal Care Group of the Ozarks, LLC




    Renal Care Group of the Rockies, LLC




    Renal Care Group of the South, Inc.




    Renal Care Group of the Southeast, Inc.




    Renal Care Group Ohio, Inc.




    Renal Care Group South New Mexico, LLC




    Renal Care Group Southwest Holdings, Inc.




    Renal Care Group Southwest Michigan, LLC




    Renal Care Group Southwest, L.P.




    Renal Care Group Texas, Inc.




    Renal Care Group Texas, LP




    Renal Care Group Toledo, LLC




    Renal Care Group Westlake, LLC




    Renal Care Group, Inc.




    Renal Care Group-Harlingen, L.P.




    Renal Solutions, Inc.




    RenalPartners, Inc.




    Renex Corp.




    Renex Dialysis Clinic of Bloomfield, Inc.




    Renex Dialysis Clinic of Bridgeton, Inc.




    Renex Dialysis Clinic of Creve Coeur, Inc.




    Renex Dialysis Clinic of Doylestown, Inc.




    Renex Dialysis Clinic of Maplewood, Inc.




    Renex Dialysis Clinic of Orange, Inc.




    Renex Dialysis Clinic of Philadelphia, Inc.




    Renex Dialysis Clinic of Pittsburgh, Inc.




    Renex Dialysis Clinic of South Georgia, Inc.




    Renex Dialysis Clinic of St. Louis, Inc.




    Renex Dialysis Clinic of Tampa, Inc.




    Renex Dialysis Clinic of Union, Inc.




    Renex Dialysis Clinic of University City, Inc.




    Renex Dialysis Clinic of Woodbury, Inc.




    Renex Dialysis Facilities, Inc.




    S.A.K.D.C., Inc.




    San Diego Dialysis Services, Inc.




    Santa Barbara Community Dialysis Center, Inc.




    Smyrna Dialysis Center, LLC




    SORB Technology, Inc.




    Spectra Diagnostics, LLC




    Spectra East, Inc.




    Spectra Laboratories, Inc.



 


 




    Signature
    Page Amendment No. 2 to Amended

    and Restated Transferring Affiliate Letter




    

    26








 







    Spectra Medical Data Processing, LLC




    Spectra Renal Research, LLC




    SSKG, Inc.




    St. Louis Regional Dialysis Center, Inc.




    STAT Dialysis Corporation




    Stone Mountain Dialysis Center, LLC




    Stuttgart Dialysis, LLC




    Tappahannock Dialysis Center, Inc.




    Terrell Dialysis Center, L.L.C.




    Three Rivers Dialysis Services, LLC




    U.S. Vascular Access Holdings, LLC




    Warrenton Dialysis Facility, Inc.




    West End Dialysis Center, Inc.




    West Palm Dialysis, LLC




    Wharton Dialysis, Inc.




    WSKC Dialysis Services, Inc.




    Terminated Transferring Affiliates:




    Angleton Dialysis, Inc.




    Arizona Renal Investments, LLC




    Bio-Medical Applications Home Dialysis Services, Inc




    Bio-Medical Applications of Glendora, Inc.




    Bio-Medical Applications of Hoboken, Inc.




    Bio-Medical Applications of Idaho, LLC




    Bio-Medical Applications of Las Americas, Inc.




    Brazoria Kidney Center, Inc.




    Cartersville Dialysis Center, LLC




    Cobb County Dialysis, LLC




    Con-Med Supply Company, Inc.




    Covington Dialysis Center, LLC




    Diabetes Care Group, Inc.




    Dialysis America Alabama, LLC




    Dialysis Licensing Corp.




    Everest Management, Inc.




    FMS New York, Inc.




    Fresenius USA Home Dialysis, Inc.




    Home Intensive Care, Inc.




    Mercy Dialysis Center, Inc.




    Naples Dialysis Center, LLC




    Neomedica, Inc.




    New York Dialysis Management, Inc.




    NNA of Memphis, LLC




    NNA Properties of Tennessee, Inc.




    NNA Transportation Services Corporation




    Northwest Dialysis, Inc.




    RCG Arlington Heights, LLC




    RCG Credit Corporation




    RCG Finance, Inc.




    RCG Marion, LLC




    RCG PA Merger Corp.




    RCG Whitehaven, LLC



 


 




    Signature
    Page Amendment No. 2 to Amended

    and Restated Transferring Affiliate Letter




    

    27








 







    RCG/Saint Luke’s LLC




    RCGIH, Inc.




    Renal Care Group Central Memphis, LLC




    RenalNet, Inc.




    RenalPartners of Indiana, LLC




    Renex Dialysis Clinic of Amesbury, Inc.




    Renex Dialysis Clinic of North Andover, Inc.




    Renex Dialysis Clinic of Penn Hills, Inc.




    Renex Dialysis Clinic of Shaler, Inc.




    Renex Dialysis Homecare of Greater St. Louis, Inc.




    Renex Management Services, Inc.



 


			
	 	    By: 
	
        









    Name:      








			
	 	    Title: 
	










 



    NATIONAL MEDICAL CARE, INC.



 


			
	 	    By: 
	
        














    Name:      








			
	 	    Title: 
	










 


 




    Signature
    Page Amendment No. 2 to Amended

    and Restated Transferring Affiliate Letter




    

    28