exv10w3







 




    Exhibit 10.3



 




    AMENDMENT
    NO. 2

    



 




    Dated as
    of June 16, 2010

    



 




    to

    



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT



 




    Dated as
    of October 16, 2008



 



    THIS AMENDMENT (this “Amendment”) dated as of
    June 16, 2010 is entered into by and between NMC FUNDING
    CORPORATION, a Delaware corporation, as Purchaser (the
    “Purchaser”) and NATIONAL MEDICAL CARE, INC., a
    Delaware corporation, as Seller (the “Seller”).



 




    PRELIMINARY
    STATEMENTS



 



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



 



    B. The Purchaser and the Seller desire to reserve
    Exhibit A (Forms of Contracts), Exhibit B (Credit and
    Collection Policies and Practices) and Exhibit C (List of
    Special Account Banks and Designated Account Agents) to the RPA
    and to make certain other corresponding changes, in each case as
    is consistent with the practices used in the TAA.



 



    C. The Purchaser and the Seller also desire to replace
    Exhibit I (Transferring Affiliate Letter) and
    Exhibit J (List of Transferring Affiliates) to the RPA with
    exhibits reflecting certain modifications thereto in connection
    with (i) the termination of certain existing Transferring
    Affiliates that have become dormant and have ceased to generate
    Receivables or have merged with other Transferring Affiliates
    and (ii) the addition of new Transferring Affiliates.



 



    D. The Purchaser and the Seller have agreed to amend the
    RPA on the terms and conditions hereinafter set forth.



 



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



 



    Section 1. Amendments.



 



    1.1 The Exhibit list is hereby amended to delete the
    descriptions of Exhibits A, B, and C and to substitute
    therefore the word “[RESERVED].”



 



    1.2 The definition of “Credit and Collection
    Policy” of Section 1.1 of the RPA is hereby amended
    and restated in its entirety as follows:



 



    ‘‘Credit and Collection Policy” shall mean
    the Seller’s credit and collection policy or policies and
    practices, relating to Contracts and Receivables existing on the
    date hereof and as modified from time to time in compliance with
    Section 5.2(c).



 



    1.3 Section 5.2(e)(i) and (iii) of the RPA is
    amended to delete the words “Exhibit C” and to
    substitute therefor the words “the Account Schedule”.



 



    1.4 Exhibits A, B and C are each amended to delete the
    exhibits in their entirety and to substitute therefore
    “Exhibit A [Reserved],” ‘‘
    Exhibit B [Reserved],” and “Exhibit C
    [Reserved],” respectively.



 



    1.5 Exhibit I (Transferring Affiliate Letter) of the
    RPA is amended to delete the exhibit in its entirety and to
    substitute therefore the “Exhibit I” attached
    hereto.



 



    1.6 Exhibit J (List of Transferring Affiliates) of the
    RPA is amended to delete the exhibit in its entirety and to
    substitute therefore the “Exhibit J” attached
    hereto.



 



    Section 2. Conditions
    Precedent. This Amendment shall become effective and be
    deemed effective as of the date hereof upon (i) the receipt
    by the Purchaser of counterparts of this Amendment duly executed
    by the Purchaser















 







    and the Seller and (ii) the effectiveness of the Amendment
    No. 1 to the Fifth Amended and Restated Transfer and
    Administration Agreement of even date herewith among the
    Purchaser, as “Transferor”, the Seller, as the initial
    “Collection Agent” thereunder, the Persons parties
    thereto as “Conduit Investors”, the Persons parties
    thereto as “Bank Investors”, the Persons parties
    thereto as “Administrative Agents” and WestLB AG, New
    York Branch, as “Agent”.



 



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



 



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



 



    3.2 The Seller hereby represents and warrants that
    (i) this Amendment constitutes the legal, valid and binding
    obligation of such party, enforceable against it in accordance
    with its terms and (ii) upon the effectiveness of this
    Amendment, no Seller Default or Potential Seller Default shall
    exist under the RPA.



 



    Section 4. Reference
    to and Effect on the RPA.



 



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



 



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



 



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



 



    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.



 




    [The
    remainder of this page intentionally left blank]





    

    2








 







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



 



    NMC FUNDING CORPORATION,




    as Purchaser



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett









    Name: Mark Fawcett



			
	 	    Title:   
	
    Vice President & Treasurer




 



    NATIONAL MEDICAL CARE, INC.,




    as Seller



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett









    Name: Mark Fawcett



			
	 	    Title:   
	
    Vice President & Treasurer






    

    3








 








    EXHIBIT I

    



 




    to

    



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT

    



 




    FORM OF
    TRANSFERRING AFFILIATE LETTER

    



 




    [Attached]














 








    AMENDED
    AND RESTATED TRANSFERRING AFFILIATE LETTER



 




    Dated as of
    October 16, 2008
    



 



    NATIONAL MEDICAL CARE, INC.




    920 Winter Street




    Waltham, MA 02451




    Attention: Mark Fawcett



 



    Dear Sirs:



 



    We refer to the Amended and Restated Receivables Purchase
    Agreement dated as of October 16, 2008 between National
    Medical Care, Inc. (the “Seller”) and NMC Funding
    Corporation (the “Purchaser”) (such Agreement, as it
    may be amended, supplemented or otherwise modified from time to
    time being the “Agreement”). The undersigned
    Transferring Affiliates are parties to that certain Transferring
    Affiliate Letter dated as of August 28, 1997 (as amended
    prior to the date hereof, the “Existing Transferring
    Affiliate Letter’). The undersigned Transferring Affiliates
    hereby desire to amend and restate the Existing Transferring
    Affiliate Letter. Capitalized terms used and not otherwise
    defined in this Amended and Restated Transferring Affiliate
    Letter (this “Transferring Affiliate Letter”) have the
    meanings specified in the Agreement or, if not defined in the
    Agreement, in the Transfer and Administration Agreement referred
    to therein.



 



    Effective as of the date hereof, this Transferring Affiliate
    Letter amends, restates and supersedes the Existing Transferring
    Affiliate Letter. This Transferring Affiliate Letter is not
    intended to constitute a novation of any obligations under the
    Existing Transferring Affiliate Letter. Upon the effectiveness
    of this Transferring Affiliate Letter, each reference to the
    Existing Transferring Affiliate Letter in any other document,
    instrument or agreement executed
    and/or
    delivered in connection therewith shall mean and be a reference
    to this Transferring Affiliate Letter.



 



    1. Each of the undersigned Transferring Affiliates will
    from time to time forthwith sell to the Seller, and the Seller
    will from time to time forthwith purchase from such Transferring
    Affiliate, all of the present and future Receivables, and all
    Related Security, if any, with respect thereto, which are owed
    from time to time to such Transferring Affiliate for an amount
    equal to the face amount of such Receivables, which amount the
    Seller shall pay to such Transferring Affiliate in cash or by
    way of a credit to such Transferring Affiliate in the
    appropriate intercompany account by the last Business Day of the
    month following the month in which such purchase was made; it
    being further agreed that (a) that each such purchase of
    each such Receivable and Related Security with respect thereto
    shall be deemed to be made on the date such Receivable is
    created, and (b) the Seller shall settle from time to time
    each such credit to the account of such Transferring Affiliate,
    by way of payments in cash or by way of credits in amounts equal
    to cash expended, obligations incurred or the value of services
    or property provided by or on behalf of the Seller, in each case
    for the benefit of such Transferring Affiliate in accordance
    with the Seller’s and such Transferring Affiliate’s
    cash management and accounting policies.



 



    It is the intention of the Seller and the Purchaser that each
    Purchase under the Agreement shall constitute a sale of such
    Receivables, together with the Related Assets with respect
    thereto, from the Seller to the Purchaser, conveying good title
    thereto free and clear of any Adverse Claims, and that such
    Receivables and Related Assets not be part of the Seller’s
    estate in the event of an insolvency. If, notwithstanding the
    foregoing, the transactions contemplated under the Agreement
    should be deemed a financing, the Seller and the Purchaser
    intend that the Seller shall be deemed to have granted to the
    Purchaser a first priority perfected and continuing security
    interest in all of the Seller’s right, title and interest
    in, to and under the Receivables, together with the Related
    Assets with respect thereto, and together with all of the
    Seller’s rights hereunder, under the BMA Transfer Agreement
    and all other Transaction Documents with respect to the
    Receivables and with respect to any obligations thereunder of
    any Originating Entity with respect to the Receivables, and that
    the Agreement shall constitute a security agreement under
    applicable law. The Seller under the Agreement has assigned to
    the Purchaser all of its rights and remedies hereunder and under
    the BMA Transfer Agreement (and all instruments, documents and
    agreements executed in connection therewith) with respect to the
    Receivables and with respect to any obligations thereunder of
    any Originating Entity with respect to the Receivables.





    

    5








 







    2. Each Transferring Affiliate hereby severally agrees as
    follows:



 



    (a) Such Transferring Affiliate shall make each such sale
    strictly in accordance with the terms of this Transferring
    Affiliate Letter, without regard to whether any other
    Transferring Affiliate has performed or failed to perform any of
    such other Transferring Affiliate’s obligations hereunder.



 



    (b) Such Transferring Affiliate will instruct all Obligors
    to cause all Collections to be deposited directly into a Special
    Account.



 



    (c) Such Transferring Affiliate will act as the
    Seller’s agent for any Collections received by such
    Transferring Affiliate with respect to Receivables sold by such
    Transferring Affiliate to the Seller and such Collections will
    be held in trust and segregated from the other funds of such
    Transferring Affiliate until the same are delivered to the
    Seller. Such Transferring Affiliate agrees that such Collections
    constitute the Seller’s property and shall be promptly
    deposited directly to a Special Account.



 



    (d) Such Transferring Affiliate will not add or terminate
    any bank as a Special Account Bank to or from those listed in
    Exhibit C to the Agreement, nor make any change in its
    instructions to Obligors regarding payments to be made to any
    Special Account Bank; provided that a Transferring
    Affiliate may (A) add any bank as a Special Account Bank
    for purposes of this Transferring Affiliate Letter at any time
    following delivery to the Seller and its assigns of written
    notice of such addition and a Special Account Letter duly
    executed by such bank, and (B) terminate any Special
    Account Bank at any time following delivery to the Seller and
    its assigns of written notice of such termination and evidence
    satisfactory to the Seller and its assigns that the affected
    Obligors shall have been instructed to remit all subsequent
    Collections to another Special Account.



 



    (e) In the event any Transferring Affiliate has instructed
    its Obligors to remit Collections to a Special Account that is
    maintained in the name of any Person other than such
    Transferring Affiliate, such Transferring Affiliate shall at all
    times ensure that such Person qualifies as a Designated Account
    Agent, including, without limitation, by causing such Person to
    execute and deliver to the Seller an Account Agent Agreement and
    by causing such Account Agent Agreement to remain in effect at
    all times. In furtherance of the foregoing, each such
    Transferring Affiliate hereby authorizes and directs each Person
    maintaining a Special Account on behalf of such Transferring
    Affiliate to (i) execute, and deliver to the Seller and its
    assigns, an Account Agent Agreement, (ii) execute and
    deliver a Special Account Letter in respect of each such Special
    Account maintained by such Person, and (iii) otherwise take
    all actions, or omit to take all actions, required to be taken,
    or required to be omitted to be taken, by such Transferring
    Affiliate with respect to such Special Accounts in accordance
    with the terms of this Transferring Affiliate Letter.



 



    3. Each Transferring Affiliate shall provide (or, if
    applicable, shall cause its Designated Account Agents to
    provide) standing instructions to each Special Account Bank
    (which standing instructions shall be maintained in full force
    and effect at all times) to transfer, prior to the close of
    business each banking day (i) all Collections on deposit
    during such banking day in the Special Accounts at such Special
    Account Bank to the Concentration Account or an Intermediate
    Concentration Account and (ii) if an Intermediate
    Concentration Account has been established at such Special
    Account Bank, all Collections on deposit during such banking day
    in such Intermediate Concentration Account to the Concentration
    Account; provided, however, that if the
    Collections on deposit in any Special Account during such
    banking day shall be less than $20,000.00 (the “Minimum
    Amount”), the Special Account Bank shall transfer such
    Collections to the Concentration Account, or to the Intermediate
    Concentration Account, as applicable, on the next succeeding
    banking day in which Collections in such Special Account first
    exceed the Minimum Amount.



 



    4. Each Transferring Affiliate hereby authorizes the Seller
    and its assigns, to the extent permitted by applicable law, to
    take any and all steps in such Transferring Affiliate’s
    name and on behalf of such Transferring Affiliate to collect all
    amounts due under such Receivables and Related Security,
    including, without limitation, endorsing such Transferring
    Affiliate’s name on checks and other instruments
    representing collections and enforcing such Receivables and
    Related Security and the related Contracts; provided, however,
    neither that the Seller nor any of its assigns shall have the
    power or authority to direct Obligors of Receivables or Related
    Security payable under the CHAMPUS/VA, Medicare or Medicaid
    program to make payments of amounts due or to become






    

    6








 







    due to such Transferring Affiliate in respect of such
    Receivables or Related Security directly either to the
    Intermediate Concentration Account or the Concentration Account
    or to the Seller, the Seller’s assigns or any of their
    respective designees, except for any such payment in respect of
    such Receivables or Related Security or any assignment thereof
    that is established by, or made pursuant to, the order of a
    court of competent jurisdiction.



 



    5. Each Transferring Affiliate agrees that from time to
    time, to the extent permitted by applicable law, it will
    promptly execute and deliver all further instruments and
    documents, and take all further action that the Seller or its
    assigns may reasonably request in order to perfect, protect or
    more fully evidence the ownership interest of the Seller in the
    Receivables, Related Security and Collections, and any interest
    therein acquired by any assignee of the Seller, or to enable the
    Seller or its assigns to exercise or enforce any of their
    respective rights hereunder or under the Agreement or the
    Certificate. Without limiting the generality of the foregoing,
    each Transferring Affiliate will, upon the request of the Seller
    or its assigns: (i) execute and file such financing or
    continuation statements, or amendments thereto or assignments
    thereof, and such other instruments or notices, as may be
    necessary or appropriate in order to perfect, protect or
    evidence the ownership interest of the Seller or the interest of
    any assignee thereof; (ii) mark conspicuously each of its
    records evidencing each Receivable and Related Security and the
    related Contract with a legend, acceptable to the Seller and its
    assigns, evidencing that such Receivable and Related Security
    have been sold in accordance with this Transferring Affiliate
    Letter, the Agreement or any document, instrument or agreement
    made in favor of any assignee; and (iii) mark its master
    data processing records evidencing such Receivables and Related
    Security and related Contracts with such legend. Each
    Transferring Affiliate hereby authorizes the Seller to file one
    or more financing or continuation statements, and amendments
    thereto and assignments thereof, relative to the Receivables and
    Related Security sold by it to the Seller or any assignee now
    existing or hereafter arising without the signature of such
    Transferring Affiliate where permitted by law. If any
    Transferring Affiliate fails to perform any of its agreements or
    obligations under this Letter, the Seller or any of its assigns
    may (but shall not be required to) itself perform, or cause
    performance of, such agreement or obligation, and the expenses
    of the Seller or any of its assigns incurred in connection
    therewith shall be payable by such Transferring Affiliate.



 



    6. Each Transferring Affiliate hereby severally represents
    and warrants as to itself as follows:



 



    (a) Such Transferring Affiliate is a corporation duly
    incorporated, validly existing and in good standing under the
    laws of the jurisdiction in which it is organized and existing
    and is duly qualified to do business, and is in good standing,
    in every jurisdiction where the nature of its business requires
    it to be so qualified and where the failure to so qualify would
    materially and adversely affect the business, condition,
    operations or properties of such Transferring Affiliate.



 



    (b) The execution, delivery and performance by such
    Transferring Affiliate of this Transferring Affiliate Letter are
    within such Transferring Affiliate’s corporate powers, have
    been duly authorized by all necessary corporate action, do not
    contravene (i) such Transferring Affiliate’s charter
    or by-laws, (ii) any law, rule or regulation, including,
    without limitation the Social Security Act, any CHAMPUS
    Regulation, any Medicaid Regulation or any Medicare Regulation
    or (iii) any contractual or legal restriction binding on or
    affecting such Transferring Affiliate or its properties, and do
    not result in or require the creation of any Adverse Claim
    (other than pursuant hereto) upon or with respect to any of its
    properties; and no transaction contemplated hereby requires
    compliance with any bulk sales act or similar law.



 



    (c) No authorization or approval or other action by, and no
    notice to or filing with, any governmental authority or
    regulatory body is required for the due execution, delivery and
    performance by such Transferring Affiliate of this Transferring
    Affiliate Letter or for the perfection of or the exercise by the
    Seller or any assignee thereof of their respective rights and
    remedies under this Transferring Affiliate Letter, except for
    the filings of the financing statements referred to in
    Article IV of the TAA, all of which, on or prior to the
    date of the initial purchase thereunder, will have been duly
    made and be in full force and effect.



 



    (d) This Transferring Affiliate Letter is the legal valid
    and binding obligation of such Transferring Affiliate
    enforceable against such Transferring Affiliate in accordance
    with its terms, except as may be limited by the effect of any
    applicable bankruptcy, insolvency, reorganization, moratorium or
    similar laws affecting creditors’ rights generally and by
    general principles of equity.





    

    7








 







    (e) Such Transferring Affiliate will be, at the time of
    each sale hereunder, the legal and beneficial owner of each
    Receivable, and any Related Security with respect thereto,
    originally owed to such Transferring Affiliate and sold from
    time to time to the Seller hereunder, free and clear of any
    Adverse Claim except as created by the Agreement (or any
    subsequent assignment by the assignee thereunder). Upon each
    such sale of each such Receivable and Related Security
    hereunder, the Seller will acquire all right, title and interest
    in and to, and a valid and perfected first priority 100%
    ownership interest in, such Receivable and Related Security, and
    Collections with respect thereto, free and clear of any Adverse
    Claim except as created by the Agreement (or any subsequent
    assignment by the assignee thereunder). No effective financing
    statement or other instrument similar in effect covering any
    such Receivable or Related Security, or Collections with respect
    thereto, is on file in any recording office, except those filed
    in favor of the Seller relating to the Agreement (or any
    subsequent assignment by the assignee thereunder).



 



    (f) Each Investor Report (to the extent that information
    contained therein is supplied by such Transferring Affiliate),
    information, exhibit, financial statement, document, book,
    record or report furnished or to be furnished at any time by
    such Transferring Affiliate to the Seller or any of its assigns
    in connection the Agreement is or will be accurate in all
    material respects as of its date or (except as otherwise
    disclosed to the Seller or the applicable assignee, as the case
    may be, at such time) as of the date so furnished, and no such
    document (if not prepared by or under the direction of such
    Transferring Affiliate or to the extent that the information
    contained therein is not supplied by such Transferring
    Affiliate, to the best of such Transferring Affiliate’s
    knowledge) contains or will contain any untrue statement of a
    material fact or omits or will omit to state a material fact
    necessary in order to make the statements contained therein, in
    the light of the circumstances under which they were made, not
    misleading.



 



    (g) (i) The chief executive office of such
    Transferring Affiliate, except NMC Medical Products, Inc., is
    located at 920 Winter Street, Waltham, Massachusetts 02451, and
    (ii) the office where such Transferring Affiliate keeps its
    records concerning the Receivables is located at the address
    specified for such Transferring Affiliate in Exhibit J to
    the Agreement (or, in the case of each of clauses (i) or
    (ii) above, at such other locations, notified to the Seller
    and its assigns in accordance with Section 2.6 of the
    Agreement, in jurisdictions where all action required by
    Section 2.6 of the Agreement has been taken and completed).



 



    (h) The names and addresses of all the Special Account
    Banks, together with the account numbers of the Special Accounts
    and the account numbers of the Intermediate Concentration
    Account, at such Special Account Banks and, if applicable, the
    name of each Designated Account Agent, are specified in
    Exhibit C to the Agreement (or at such other Special
    Account Banks, with such other Special Accounts, Intermediate
    Concentration Account or with such other Designated Account
    Agents in respect of which all of the requirements set forth in
    Section 5.2(e) of the Agreement have been satisfied).



 



    Each Transferring Affiliate acknowledges that it has received a
    copy of the Agreement and hereby severally represents and
    warrants that each representation and warranty made by the
    Seller under the Agreement in respect of such Transferring
    Affiliate, or in respect of any of the assets or properties of
    such Transferring Affiliate, is true and correct and shall be
    true and correct on each date under the Agreement on which the
    Seller is required to remake (or is deemed to have remade) any
    such representation and warranty for the benefit of the
    Purchaser. In addition, with respect to any covenant or
    undertaking required to be performed by the Seller under the
    Agreement which relates to any Transferring Affiliate or the
    assets or properties of such Transferring Affiliate, such
    Transferring Affiliate severally agrees to take all action, or
    if applicable to omit to take any action, the taking (or
    omission to take) of which enables the Seller to comply fully
    and on a timely basis with the terms and conditions of such
    covenant or undertaking.



 



    7. Anything to the contrary herein notwithstanding, all
    CHAMPUS/VA, Medicare or Medicaid payments which are made by an
    Obligor with respect to any Receivables shall be collected from
    such Obligor only by (i) the Transferring Affiliate which
    furnished the services for which such payments are made or
    (ii) an agent of such Transferring Affiliate, except
    to the extent that an Obligor may be required to submit any such
    payments directly to a Person other than a Transferring
    Affiliate pursuant to a court-ordered assignment which is valid,
    binding and enforceable under applicable federal and state
    CHAMPUS/VA, Medicare and Medicaid laws, rules and regulations;
    and this Transferring Affiliate Letter shall not be construed to
    permit any other Person, in violation of applicable






    

    8








 







    federal and state CHAMPUS/VA, Medicare or Medicaid laws, rules
    and regulations to collect or receive, or to be entitled to
    collect or receive, any such payments prior to a Transferring
    Affiliate’s or such agent’s receipt thereof.



 



    8. No amendment or waiver of any provision of this
    Transferring Affiliate Letter, and no consent to any departure
    by any Transferring Affiliate herefrom, shall in any event be
    effective unless the same shall be in writing and signed by the
    Seller, each assignee of the Seller and the Transferring
    Affiliate or Transferring Affiliates to be bound thereby (or, in
    the case of waiver, by the party or parties waiving the
    provision hereof), and then such amendment, waiver or consent
    shall be effective only in the specific instance and for the
    specific purpose for which given.



 



    9. All notices and other communications provided for
    hereunder shall, unless otherwise stated herein, be in writing
    (including telecopier, telegraphic, telex or cable
    communication) and mailed, telecopied, telegraphed, telexed,
    cabled or delivered, as to each party hereto, at its address set
    forth, in the case of each Transferring Affiliate, as its chief
    executive office on Exhibit J to the Agreement; in the case
    of the Seller, under its name on the signature pages of the
    Agreement; in the case of any assignee of the Seller, such
    address as shall have been notified by such assignee to the
    Transferring Affiliates; or, in the case of each party hereto
    (or any such assignee), at such other address as shall be
    designated by such party in a written notice to the Seller and
    its assignees. All such notices and communications shall, when
    mailed, telecopied, telegraphed, telexed or cabled, be effective
    when deposited in the mails, telecopied, delivered to the
    telegraph company, confirmed by telex answerback or delivered to
    the cable company, respectively.



 



    10. This Transferring Affiliate Letter shall be binding
    upon, and inure to the benefit of, and be enforceable by, each
    Transferring Affiliate, the Seller and their respective
    successors and assigns, except that no Transferring Affiliate
    shall have the right to assign its rights hereunder or any
    interest herein without the prior written consent of the Seller
    and its assigns.



 



    11. The Seller may assign at any time any or all of its
    rights and obligations hereunder and interests herein to any
    other Person without the consent of the any Transferring
    Affiliate. Without limiting the foregoing, each Transferring
    Affiliate acknowledges that (i) the Seller, pursuant to the
    Agreement, shall assign to the Purchaser all of its right, title
    and interest in and to the Receivables and the Related Security,
    together with all of its rights, remedies, powers and privileges
    hereunder, (ii) the Purchaser, pursuant to that certain
    Fourth Amended and Restated Transfer and Administration
    Agreement dated as of October 16, 2008 (as amended,
    restated, supplemented or otherwise modified from time to time,
    the “TAA”) among the Purchaser, as
    “Transferor”, the Seller, as the initial
    “Collection Agent” thereunder, the Persons parties
    thereto as “Conduit Investors”, the Persons parties
    thereto as “Bank Investors” (together with the Conduit
    Investors, the “Investors”), the Persons parties
    thereto as “Administrative Agents” and WestLB AG, New
    York Branch, as agent (in such capacity, the “Agent”),
    shall assign to the Agent, for the benefit of the Investors, an
    undivided percentage ownership interest in all of the
    Purchaser’s right, title and interest in and to the
    Receivables and the Related Security, together with all of the
    Purchaser’s rights, remedies, powers and privileges
    hereunder, and (iii) the Agent or any Investor may further
    assign such rights, interests, remedies, powers and privileges
    to the extent permitted in the TAA. Each Transferring Affiliate
    agrees that the Agent, as the assignee of the Seller, shall,
    subject to the terms of the TAA, have the right to enforce this
    Transferring Affiliate Letter and to exercise directly all of
    the Seller’s rights and remedies under this Transferring
    Affiliate Letter (including, without limitation, the right to
    give or withhold any consents or approvals of the Seller to be
    given or withheld hereunder) and each Transferring Affiliate
    agrees to cooperate fully with the Agent and the Collection
    Agent in the exercise of such rights and remedies. Each
    Transferring Affiliate agrees to give to the Agent copies of all
    notices it is required to give to the Seller hereunder and to
    permit the Agent and the Investors (and their assignees) to
    inspect the books and records of such Transferring Affiliate
    relating to the Receivables and the Related Security at any
    time, upon reasonable notice given by the Agent or such Investor
    to the Seller and such Transferring Affiliate. Each Transferring
    Affiliate agrees that, to the extent the Seller is herein
    permitted to take any action or to provide any information or
    report, the Agent and the Investors (and their assignees) may
    similarly so direct and require (with or without the concurrence
    of the Seller) such Transferring Affiliate to take such action
    or to provide such information or report. This Transferring
    Affiliate Letter shall create and constitute the continuing
    obligations of the parties hereto in accordance with its terms,
    and shall remain in full force and effect until the date (the
    “Collection Date”) that the TAA shall be terminated in
    accordance with its terms and all “Aggregate Unpaids”
    thereunder paid in full; provided, however, that
    the rights and remedies with respect






    

    9








 







    to any breach of any representation and warranty made by any
    Transferring Affiliate hereunder shall be continuing and shall
    survive any termination of this Transferring Affiliate Letter.



 



    12. Each Transferring Affiliate hereby covenants and agrees
    that, prior to the date which is one year and one day after the
    payment in full of all outstanding commercial paper or other
    indebtedness of any Conduit Investor, it will not institute
    against, or join any other Person in instituting against, such
    Conduit Investor any bankruptcy, reorganization, arrangement
    insolvency or liquidation proceedings or other similar
    proceeding under the laws of the United States or any state of
    the United States. Each Transferring Affiliate further covenants
    and agrees that, prior to the date which is one year and one day
    after the Collection Date, it will not institute against, or
    join any other Person in instituting against, the Purchaser any
    bankruptcy, reorganization, arrangement insolvency or
    liquidation proceedings or other similar proceeding under the
    laws of the United States or any state of the United States.



 



    13. No failure on the part of the Seller or any assignee
    thereof to exercise, and no delay in exercising, any right
    hereunder shall operate as a waiver thereof; nor shall any
    single or partial exercise of any right hereunder preclude any
    other or further exercise thereof or the exercise of any other
    right. The remedies herein provided are cumulative and not
    exclusive of any remedies provided by law.



 



    14. This Transferring Affiliate Letter shall be governed
    by, and construed in accordance with, the laws of the State of
    New York, except to the extent that the perfection of the
    interests of the Seller and its assigns, or remedies hereunder,
    in respect of the Receivables, any Related Security or any
    Collections in respect thereof, are governed by the laws of a
    jurisdiction other than the State of New York.



 



    15. The Seller and each of its assignees (including the
    Agent) is hereby authorized by each of the Transferring
    Affiliates and the Seller to demand specific performance of this
    Transferring Affiliate Letter at any time when any of the
    Transferring Affiliates or the Seller shall have failed to
    comply with any of the provisions of this Transferring Affiliate
    Letter applicable to any such Transferring Affiliate or the
    Seller. Each of the Transferring Affiliates and the Seller
    hereby irrevocable waives any defense based on the adequacy of a
    remedy at law, which might be asserted as a bar to such remedy
    of specific performance.



 



    16. This Transferring Affiliate Letter may be executed in
    any number of counterparts and by different parties hereto in
    separate counterparts, each of which when so executed shall be
    deemed to be an original and all of which when taken together
    shall constitute one and the same agreement.



 




    [Remainder
    of page intentionally left blank]
    





    

    10








 







    Very truly yours,



 



    ANGLETON DIALYSIS, INC.




    ARIZONA RENAL INVESTMENTS, LLC




    BIO-MEDICAL APPLICATIONS HOME DIALYSIS SERVICES, INC.




    BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.




    BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.




    BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.




    BIO-MEDICAL APPLICATIONS OF AQUADILLA, INC.




    BIO-MEDICAL APPLICATIONS OF ARECIBO, INC.




    BIO-MEDICAL APPLICATIONS OF ARKANSAS, INC.




    BIO-MEDICAL APPLICATIONS OF BAYAMON, INC.




    BIO-MEDICAL APPLICATIONS OF BLUE SPRINGS, INC




    BIO-MEDICAL APPLICATIONS OF CAGUAS, INC.




    BIO-MEDICAL APPLICATIONS OF CALIFORNIA, INC.




    BIO-MEDICAL APPLICATIONS OF CAMARILLO, INC.




    BIO-MEDICAL APPLICATIONS OF CAPITOL HILL, INC.




    BIO-MEDICAL APPLICATIONS OF CAROLINA, INC.




    BIO-MEDICAL APPLICATIONS OF 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 EAST ORANGE, INC




    BIO-MEDICAL APPLICATIONS OF ESSEX, 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 GLENDORA, INC.




    BIO-MEDICAL APPLICATIONS OF GUAYAMA, INC.




    BIO-MEDICAL APPLICATIONS OF HILLSIDE, INC.




    BIO-MEDICAL APPLICATIONS OF HOBOKEN, INC.




    BIO-MEDICAL APPLICATIONS OF HUMACAO, INC.




    BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC.




    BIO-MEDICAL APPLICATIONS OF INDIANA, INC.




    BIO-MEDICAL APPLICATIONS OF IRVINGTON, INC.




    BIO-MEDICAL APPLICATIONS OF JERSEY CITY, INC.




    BIO-MEDICAL APPLICATIONS OF KANSAS, INC.




    BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC.




    BIO-MEDICAL APPLICATIONS OF LAS AMERICAS, 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.





    

    11








 







    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 PINE BROOK, 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 SOUTH QUEENS, 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 TRENTON, 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.




    BRAZORIA KIDNEY CENTER, INC.




    BREVARD COUNTY DIALYSIS, LLC




    CARTERSVILLE DIALYSIS CENTER, LLC




    CLAYTON COUNTY DIALYSIS, LLC




    CLERMONT DIALYSIS CENTER, LLC




    COBB COUNTY DIALYSIS, LLC




    COLUMBUS AREA RENAL ALLIANCE, LLC




    CON MED SUPPLY COMPANY, INC.




    CONEJO VALLEY DIALYSIS, INC.




    COVINGTON DIALYSIS CENTER, LLC




    DIABETES CARE GROUP, INC.




    DIALYSIS AMERICA ALABAMA, LLC




    DIALYSIS AMERICA GEORGIA, LLC




    DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.




    DIALYSIS ASSOCIATES, LLC




    DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.




    DIALYSIS LICENSING CORP.





    

    12








 







    DIALYSIS MANAGEMENT CORPORATION




    DIALYSIS SERVICES OF ATLANTA, INC.




    DIALYSIS SERVICES OF CINCINNATI, INC.




    DIALYSIS SERVICES, INC.




    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, LP




    EVEREST MANAGEMENT, INC.




    FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC (F/K/A BIO




    MEDICAL APPLICATIONS OF COLORADO, INC.)




    FRESENIUS MEDICAL CARE DIALYSIS SERVICES OREGON, LLC




    FMC DIALYSIS SERVICES-OREGON, LLC (F/K/A WILLAMETTE VALLEY
    KIDNEY CENTER, LLC)




    FMS NEW YORK, INC.




    FONDREN DIALYSIS CLINIC, INC.




    FORT SCOTT REGIONAL DIALYSIS CENTER, INC.




    FOUR STATE REGIONAL DIALYSIS CENTER, INC.




    FRESENIUS MANAGEMENT SERVICES, INC.




    FRESENIUS USA HOME DIALYSIS, INC.




    FRESENIUS USA MARKETING, INC.




    FRESENIUS USA SALES, 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.




    HOME INTENSIVE CARE, INC.




    JEFFERSON COUNTY DIALYSIS, INC.




    KDCO, INC.




    KENTUCKY RENAL CARE GROUP, LLC




    LAWTON DIALYSIS, INC.




    LITTLE ROCK DIALYSIS, INC.




    MAUMEE DIALYSIS SERVICES, LLC




    MERCY DIALYSIS CENTER, INC.




    MIAMI REGIONAL DIALYSIS CENTER, INC.




    MICHIGAN HOME DIALYSIS CENTER, INC.




    NAPLES DIALYSIS CENTER, LLC




    NATIONAL MEDICAL CARE, INC.




    NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF

    TEXAS, INC.




    NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.




    NEOMEDICA, INC




    NNA MANAGEMENT COMPANY OF KENTUCKY, INC.





    

    13








 







    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 MEMPHIS, 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 PROPERTIES OF TENNESSEE, INC.




    NNA-SAINT BARNABAS LIVINGSTON, L.L.C.




    NNA-SAINT BARNABAS, L.L.C.




    NNA TRANSPORTATION SERVICES CORPORATION




    NORCROSS DIALYSIS CENTER, LLC




    NORTH BUCKNER DIALYSIS CENTER, INC.




    NORTHEAST ALABAMA KIDNEY CLINIC, INC.




    NORTHERN NEW JERSEY DIALYSIS, L.L.C.




    NORTHWEST DIALYSIS, INC.




    PHYSICIANS DIALYSIS COMPANY, INC.




    PRIME MEDICAL, INC.




    QUALICENTERS, INC.




    RCG ARLINGTON HEIGHTS, LLC




    RCG BLOOMINGTON, LLC




    RCG CREDIT CORPORATION




    RCG EAST TEXAS, LLP




    RCG FINANCE, INC.




    RCG INDIANA, L.L.C.




    RCG IRVING, LLP




    RCG MARION, LLC




    RCG MARTIN, LLC




    RCG MEMPHIS EAST, LLC




    RCG MEMPHIS, LLC




    RCG MISSISSIPPI, INC.




    RCG PA MERGER CORP.




    RCG UNIVERSITY DIVISION, INC.




    RCG WEST HEALTH SUPPLY, L.C.




    RCG WHITEHAVEN, LLC




    RCG/SAINT LUKE’S, LLC




    RCGIH, INC.




    RENAL CARE GROUP ALASKA, INC.




    RENAL CARE GROUP CENTRAL MEMPHIS, LLC




    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 SOUTH, INC.




    RENAL CARE GROUP OF THE SOUTHEAST, INC.





    

    14








 







    RENAL CARE GROUP OHIO, INC.




    RENAL CARE GROUP SOUTH NEW MEXICO, LLC




    RENAL CARE GROUP SOUTHWEST HOLDINGS, INC.




    RENAL CARE GROUP SOUTHWEST, L.P.




    RENAL CARE GROUP TEXAS, INC.




    RENAL CARE GROUP TEXAS, LP




    RENAL CARE GROUP WESTLAKE, LLC




    RENAL CARE GROUP, INC.




    RENAL SCIENTIFIC SERVICES, INC.




    RENALNET ARIZONA, INC.




    RENALNET, INC.




    RENALPARTNERS OF INDIANA, LLC




    RENALPARTNERS, INC.




    RENEX CORP.




    RENEX DIALYSIS CLINIC OF AMESBURY, INC.




    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 NORTH ANDOVER, INC.




    RENEX DIALYSIS CLINIC OF ORANGE, INC.




    RENEX DIALYSIS CLINIC OF PENN HILLS, INC.




    RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.




    RENEX DIALYSIS CLINIC OF PITTSBURGH, INC.




    RENEX DIALYSIS CLINIC OF SHALER, 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.




    RENEX DIALYSIS HOMECARE OF GREATER ST. LOUIS, INC.




    RENEX MANAGEMENT SERVICES, INC.




    SAN DIEGO DIALYSIS SERVICES, INC.




    SANTA BARBARA COMMUNITY DIALYSIS CENTER




    SMYRNA DIALYSIS CENTER, LLC




    SPECTRA EAST, INC.




    SPECTRA LABORATORIES, INC.




    SSKG, INC.




    STAT DIALYSIS CORPORATION




    STONE MOUNTAIN DIALYSIS CENTER, LLC




    STUTTGART DIALYSIS, LLC




    TERRELL DIALYSIS CENTER, L.L.C.




    THREE RIVERS DIALYSIS SERVICES, LLC




    WEST PALM DIALYSIS, LLC




    WHARTON DIALYSIS, INC.




    WSKC DIALYSIS SERVICES, INC.



 


			
	 	    By 
	
        









    Name: 



			
	 	    Title: 
	







    

    15








 







    Acknowledged and accepted:




 



    NATIONAL MEDICAL CARE, INC.



 


			
	 	    By 
	
        









    Name: 



			
	 	    Title: 
	





 



    NMC FUNDING CORPORATION



 


			
	 	    By 
	
        









    Name: 



			
	 	    Title: 
	





 



    The undersigned acknowledges and accepts the foregoing, and
    hereby gives notice to each Transferring Affiliate that, for
    purposes of Section 9 of the Transferring Affiliate Letter,
    the address of the undersigned is WestLB AG, New York Branch.



 



    WestLB AG, New York Branch

    as Agent



 


			
	 	    By 
	
        









    Name: 



			
	 	    Title: 
	





 


			
	 	    By 
	
        









    Name: 



			
	 	    Title: 
	







    

    16








 








    AMENDMENT
    NO. 1

    



 




    Dated as
    of November 17, 2009

    



 




    to

    



 




    AMENDED
    AND RESTATED TRANSFERRING AFFILIATE LETTER



 




    Dated as
    of October 16, 2008



 



    THIS AMENDMENT NO. 1 (this “Amendment”)
    dated as of November 17, 2009 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 add the New Transferring
    Affiliates as Transferring Affiliates under the Transferring
    Affiliate Letter and 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) 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.



 



    (b) Fresenius USA Sales, Inc. and RenalNet Arizona, Inc.
    are hereby terminated as Transferring Affiliates as of the
    effective date of this Amendment. Each of Fresenius USA Sales,
    Inc. and RenalNet Arizona, Inc. have no further right or
    obligation to transfer any of its Receivables hereunder and
    shall cease to be a “Transferring Affiliate” hereunder
    except with respect to Receivables that arose prior to such
    termination.



 



    (c) Section 1 of the Transferring Affiliate Letter is
    amended and restated in its entirety to read as follows:



 



    1. (a) Each of the undersigned Transferring Affiliates
    will from time to time forthwith sell to the Seller, and the
    Seller will from time to time forthwith purchase from such
    Transferring Affiliate, all of the present and future
    Receivables, and all Related Security, if any, with respect
    thereto, which are owed from time to time to such Transferring
    Affiliate for an amount equal to the Intercompany Purchase Price
    (as defined below) of such Receivables, which amount the Seller
    shall pay to such Transferring Affiliate in cash or by way of a
    credit to such Transferring Affiliate in the appropriate
    intercompany account by the last Business Day of the month
    following the month in which such purchase was made; it being
    further agreed that (a) that each such purchase of each
    such Receivable and Related Security with respect thereto shall
    be deemed to be made on the date such






    

    17








 







    Receivable is created, and (b) the Seller shall settle from
    time to time each such credit to the account of such
    Transferring Affiliate, by way of payments in cash or by way of
    credits in amounts equal to cash expended, obligations incurred
    or the value of services or property provided by or on behalf of
    the Seller, in each case for the benefit of such Transferring
    Affiliate in accordance with the Seller’s and such
    Transferring Affiliate’s cash management and accounting
    policies. As used herein, the term “Intercompany Purchase
    Price” shall mean a purchase price as may be agreed from
    time by each Transferring Affiliate and the Seller and which
    would provide the Seller with a reasonable return on its
    purchases hereunder after taking into account (i) the time
    value of money based upon the anticipated dates of collection of
    such Receivables and the cost to the Seller of financing its
    investment in such Receivables during such period and
    (ii) the risk of nonpayment by the Obligors. Each
    Transferring Affiliate and the Seller may agree from time to
    time to change the Intercompany Purchase Price based on changes
    in the items described in clauses (i) and (ii) of the
    previous sentence, provided that any change to the Intercompany
    Purchase Price shall apply only prospectively and shall not
    affect the purchase price of Receivables sold prior to the date
    on which the Transferring Affiliate and the Seller agree to make
    such change.



 



    (b) If on any day the Purchaser becomes entitled to a
    Purchase Price Credit pursuant to Section 2.3(a) of the
    Agreement, the Seller shall become entitled to a credit against
    the Intercompany Purchase Price in the same amount as such
    Purchase Price Credit, which will be owed to the Seller by the
    Transferring Affiliate that originated the Receivable giving
    rise to the Purchase Price Credit. If any credit to which the
    Seller becomes so entitled on any date exceeds the aggregate
    Intercompany Purchase Price of the Receivables sold hereunder by
    such Transferring Affiliate on such date, then such Transferring
    Affiliate shall pay the remaining amount of such credit to the
    Seller in cash on the next succeeding Business Day;
    provided that, if the Termination Date has not occurred,
    such Transferring Affiliate shall be allowed to deduct the
    remaining amount of such credit from any indebtedness owed to it
    by the Seller with respect to other purchases of Receivables
    hereunder.



 



    (c) It is the intention of the parties hereto that each
    purchase of Receivables under this Transferring Affiliate Letter
    shall constitute a sale of such Receivables, together with the
    Related Assets with respect thereto, from the applicable
    Transferring Affiliate to the Seller, conveying good title
    thereto free and clear of any Adverse Claims, and that such
    Receivables and Related Assets not be part of the applicable
    Transferring Affiliate’s estate in the event of an
    insolvency. If, notwithstanding the foregoing, the transactions
    contemplated under this Transferring Affiliate Letter should be
    deemed a financing, each Transferring Affiliate and the Seller
    intend that each Transferring Affiliate shall be deemed to have
    granted to the Seller a first priority perfected and continuing
    security interest in all of such Transferring Affiliate’s
    right, title and interest in, to and under the Receivables now
    or hereafter arising that are sold to the Seller pursuant to
    this Transferring Affiliate Letter, together with the Related
    Assets with respect thereto. In addition, to further protect the
    interests of the Seller and its assigns, each Transferring
    Affiliate hereby grants to the Seller (for the benefit of itself
    and the other Indemnified Parties (as defined in
    Section 17)) a first priority perfected and continuing
    security interest in all of such Transferring Affiliate’s
    right, title and interest in, to and under all Receivables
    arising after the Termination Date, together with the Related
    Assets with respect thereto. The security interests deemed
    granted and granted pursuant to the two preceding sentences
    shall secure all obligations of the Transferring Affiliates
    hereunder and under the other Transaction documents (including,
    without limitation, all indemnification obligations of the
    Transferring Affiliates under Section 17 of this
    Transferring Affiliate Letter).



 



    (d) The Transferring Affiliate Letter is further amended to
    add the following new Sections 17 and 18 immediately after
    Section 16:



 



    17. Indemnities by the Transferring
    Affiliates. Without limiting any other rights which the
    Seller or any other Indemnified Party (as defined below) may
    have hereunder or under applicable law, the Transferring
    Affiliates hereby jointly and severally agree to indemnify the
    Seller and any successors and permitted assigns (including,
    without limitation, the Purchaser, Conduit Investors, the Bank
    Investors, the Agent, the Administrative Agents, the Collateral
    Agents, the Liquidity Providers and the Credit Support
    Providers) and their respective officers, directors and
    employees (collectively, “Indemnified Parties”)
    from and against any and all damages, losses, claims,
    liabilities, costs and expenses, including, without limitation,
    reasonable attorneys’ fees (which such attorneys may be
    employees of any Liquidity Provider, any Credit Support
    Provider, the Agent, any Administrative Agent,






    

    18








 







    any Collateral Agent or the Purchaser, as applicable) and
    disbursements (all of the foregoing being collectively referred
    to as “Indemnified Amounts”) awarded against or
    incurred by any of them in any action or proceeding between any
    Transferring Affiliate or any Parent Group Member (including any
    Parent Group Member, in its capacity as the Collection Agent)
    and any of the Indemnified Parties or between any of the
    Indemnified Parties and any third party or otherwise arising out
    of or as a result of this Transferring Affiliate Letter, the
    other Transaction Documents, the ownership or maintenance,
    either directly or indirectly, by the Seller and its assigns of
    Receivables and Related Assets or any of the other transactions
    contemplated hereby or thereby, excluding, however,
    (i) Indemnified Amounts to the extent resulting from gross
    negligence or willful misconduct on the part of an Indemnified
    Party, Indemnified Amounts for which the Seller is compensated
    under Section 1(b), or (iii) recourse (except as otherwise
    specifically provided in this Transferring Affiliate Letter) for
    uncollectible Receivables. Without limiting the generality of
    the foregoing, the Transferring Affiliates, jointly and
    severally, shall indemnify each Indemnified Party for
    Indemnified Amounts relating to or resulting from:



 



    (i) any representation or warranty made by any Parent Group
    Member (including any Parent Group Member, in its capacity as
    the Collection Agent) or any officers of any Parent Group Member
    (including any Parent Group Member, in its capacity as the
    Collection Agent) under or in connection with this Transferring
    Affiliate Letter or any of the other Transaction Documents, any
    Investor Report or any other information or report delivered by
    any Parent Group Member pursuant to or in connection with any
    Transaction Document, which shall have been false or incorrect
    in any material respect when made or deemed made;



 



    (ii) the failure by any Parent Group Member (including any
    Parent Group Member, in its capacity as the Collection Agent) to
    comply with any applicable law, rule or regulation (including,
    without limitation, any CHAMPUS/VA Regulation, any Medicaid
    Regulation or any Medicare Regulation), including with respect
    to any Receivable or the related Contract, or the nonconformity
    of any Receivable or the related Contract with any such
    applicable law, rule or regulation;



 



    (iii) the failure to vest and maintain vested in the
    Purchaser a first priority ownership interest in the Affected
    Assets free and clear of any Adverse Claim;



 



    (iv) the failure to file, or any delay in filing, financing
    statements, continuation statements, or other similar
    instruments or documents under the UCC of any applicable
    jurisdiction or other applicable laws with respect to any of the
    Affected Assets;



 



    (v) any dispute, claim, offset or defense (other than
    discharge in bankruptcy) of the Obligor to the payment of any
    Receivable (including, without limitation, a defense based on
    such Receivable or the related Contract not being the legal,
    valid and binding obligation of such Obligor enforceable against
    it in accordance with its terms), or any other claim resulting
    from the sale of merchandise or services related to such
    Receivable or the furnishing or failure to furnish such
    merchandise or services;



 



    (vi) any failure of the Collection Agent (if a Parent Group
    Member or designee thereof) to perform its duties or obligations
    in accordance with the provisions of the TAA; or



 



    (vii) any products liability claim or personal injury or
    property damage suit or other similar or related claim or action
    of whatever sort arising out of or in connection with
    merchandise or services which are the subject of any Receivable;



 



    (viii) the transfer of an ownership interest in any
    Receivable other than an Eligible Receivable;



 



    (ix) the failure by any Parent Group Member (individually
    or as Collection Agent) to comply with any term, provision or
    covenant contained in this Transferring Affiliate Letter or any
    of the other Transaction Documents to which it is a party or to
    perform any of its respective duties under the Contracts;



 



    (x) the failure of any Originating Entity to pay when due
    any taxes, including without limitation, sales, excise or
    personal property taxes payable in connection with any of the
    Receivables;



 



    (xi) the commingling by the Seller, any other Originating
    Entity or the Collection Agent (if a Parent Group Member or
    designee thereof) of Collections of Receivables at any time with
    other funds;





    

    19








 







    (xii) any investigation, litigation or proceeding related
    to Transferring Affiliate Letter, any of the other Transaction
    Documents, the use of proceeds of Transfers by the Seller or any
    other Originating Entity, the ownership of any Receivable,
    Related Security or Contract or any interest therein;



 



    (xiii) the failure of any Special Account Bank or any
    Designated Account Agent to remit any amounts held by it
    pursuant to the instructions set forth in the applicable Special
    Account Letter, Intermediate Concentration Account Agreement or
    Concentration Account Agreement or any instruction of the
    Collection Agent, the Seller, any Originating Entity or the
    Agent (to the extent such Person is entitled to give such
    instructions in accordance with the terms of the Transaction
    Documents) whether by reason of the exercise of set-off rights
    or otherwise;



 



    (xiv) any inability to obtain any judgment in or utilize
    the court or other adjudication system of, any state in which an
    Obligor may be located as a result of the failure of the Seller
    to qualify to do business or file any notice of business
    activity report or any similar report;



 



    (xv) any failure of the Seller to give reasonably
    equivalent value to any Transferring Affiliate in consideration
    of the purchase by the Seller from such Transferring Affiliate
    of any Receivable, or any attempt by any Person to void, rescind
    or set-aside any such transfer or any transfer of any Receivable
    hereunder under statutory provisions or common law or equitable
    action, including, without limitation, any provision of the
    Bankruptcy Code;



 



    (xvi) any action taken by the Seller, any other Originating
    Entity or the Collection Agent (if a Parent Group Member or
    designee thereof) in the enforcement or collection of any
    Receivable; provided, however, that if any Conduit
    Investor enters into agreements for the purchase of interests in
    receivables from one or more Other Transferors, such Conduit
    Investor shall allocate such Indemnified Amounts which are in
    connection with any applicable Liquidity Provider Agreement,
    Credit Support Agreement or the credit support furnished by any
    applicable Credit Support Provider to the Seller and each Other
    Transferor; and provided, further, that if such
    Indemnified Amounts are attributable to any Parent Group Member
    and not attributable to any Other Transferor, the Seller shall
    be solely liable for such Indemnified Amounts or if such
    Indemnified Amounts are attributable to Other Transferors and
    not attributable to any Parent Group Member, such Other
    Transferors shall be solely liable for such Indemnified Amounts;



 



    (xvii) any reduction or extinguishment of, or any failure
    by any Obligor to pay (in whole or in part), any Receivable or
    any Related Security with respect thereto as a result of or on
    account of any violation of or prohibition under any law, rule
    or regulation now or hereafter in effect from time to time,
    including without limitation and CHAMPUS/VA Regulation, any
    Medicaid Regulation or any Medicare Regulation, or as a result
    of or on account of the entering of any judicial or regulatory
    order or agreement adversely affecting the Seller or any Parent
    Group Member; or



 



    (xviii) any failure by the Seller or any Parent Group
    Member to maintain all governmental and other authorization and
    approvals necessary to render the services, or sell the
    merchandise, resulting in Receivables.



 



    18. Perfection Representations. The Perfection
    Representations shall be a part of the Agreement for all
    purposes. Each Transferring Affiliate hereby makes the
    representations and warranties set forth in the Perfection
    Representations as of the date of each sale of Receivables
    hereunder. The Perfection Representations shall survive
    termination of this Agreement.



 



    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 and the Transferring Affiliates and (ii) the
    effectiveness of the Fifth Amended and Restated Transfer and
    Administration Agreement of even date herewith among the
    Purchaser, as “Transferor”, the Seller, as the initial
    “Collection Agent” thereunder, the Persons parties
    thereto as “Conduit Investors”, the Persons parties
    thereto as “Bank Investors”, the Persons parties
    thereto as “Administrative Agents” and WestLB AG, New
    York Branch, as “Agent”.



 



    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






    

    20








 







    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:



 



    APHERESIS CARE GROUP, INC.




    BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.




    BIO-MEDICAL APPLICATIONS OF IDAHO, LLC




    BIO-MEDICAL APPLICATIONS OF WYOMING, LLC




    DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC




    DIALYSIS SPECIALISTS OF MARIETTA, LTD.




    FMS PHILADELPHIA DIALYSIS, LLC




    FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.




    FRESENIUS MEDICAL CARE HEALTH PLAN, INC.




    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.




    HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.




    INTEGRATED RENAL CARE OF THE PACIFIC, LLC




    METRO DIALYSIS CENTER — NORMANDY, INC.




    METRO DIALYSIS CENTER — NORTH, INC.




    NEPHROMED LLC




    NEW YORK DIALYSIS MANAGEMENT, INC.




    NMC SERVICES, INC.




    QUALICENTERS ALBANY, LTD.




    QUALICENTERS BEND LLC




    QUALICENTERS COOS BAY, LTD.




    QUALICENTERS EUGENE-SPRINGFIELD, LTD.




    QUALICENTERS INLAND NORTHWEST L.L.C.




    QUALICENTERS PUEBLO LLC




    QUALICENTERS SALEM LLC




    QUALICENTERS SIOUX CITY, LLC




    RENAISSANCE HEALTH CARE, INC.




    RENAL CARE GROUP OF THE ROCKIES, LLC




    RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC




    RENAL CARE GROUP TOLEDO, LLC




    RENAL CARE GROUP-HARLINGEN, L.P.




    RENAL SOLUTIONS, INC.




    S.A.K.D.C., INC.




    SORB TECHNOLOGY, INC.




    SPECTRA DIAGNOSTICS, LLC




    SPECTRA MEDICAL DATA PROCESSING, LLC




    SPECTRA RENAL RESEARCH, LLC




    ST. LOUIS REGIONAL DIALYSIS CENTER, INC.




    TAPPAHANNOCK DIALYSIS CENTER, INC.




    U.S. VASCULAR ACCESS HOLDINGS, LLC





    

    22








 







    WARRENTON DIALYSIS FACILITY, INC.




    WEST END DIALYSIS CENTER, INC.



 


			
	 	    By: 
	
        









    Name: 



			
	 	    Title: 
	





 



    Existing Transferring Affiliates:



 



    ANGLETON DIALYSIS, INC.




    ARIZONA RENAL INVESTMENTS, LLC




    BIO-MEDICAL APPLICATIONS HOME DIALYSIS SERVICES, INC.




    BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.




    BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.




    BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.




    BIO-MEDICAL APPLICATIONS OF AGUADILLA, 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 GLENDORA, INC.




    BIO-MEDICAL APPLICATIONS OF GUAYAMA, INC.




    BIO-MEDICAL APPLICATIONS OF HOBOKEN, INC.




    BIO-MEDICAL APPLICATIONS OF HUMACAO, INC.




    BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC.




    BIO-MEDICAL APPLICATIONS OF INDIANA, INC.




    BIO-MEDICAL APPLICATIONS OF KANSAS, INC.




    BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC.




    BIO-MEDICAL APPLICATIONS OF LAS AMERICAS, 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.





    

    23








 







    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.




    BRAZORIA KIDNEY CENTER, INC.




    BREVARD COUNTY DIALYSIS, LLC




    CARTERSVILLE DIALYSIS CENTER, LLC




    CLAYTON COUNTY DIALYSIS, LLC




    CLERMONT DIALYSIS CENTER, LLC




    COBB COUNTY DIALYSIS, LLC




    COLUMBUS AREA RENAL ALLIANCE, LLC




    CON MED SUPPLY COMPANY, INC.




    CONEJO VALLEY DIALYSIS, INC.




    COVINGTON DIALYSIS CENTER, LLC




    DIABETES CARE GROUP, INC.




    DIALYSIS AMERICA ALABAMA, LLC




    DIALYSIS AMERICA GEORGIA, LLC




    DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.




    DIALYSIS ASSOCIATES, LLC




    DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.




    DIALYSIS LICENSING CORP.




    DIALYSIS MANAGEMENT CORPORATION





    

    24








 







    DIALYSIS SERVICES OF ATLANTA, INC.




    DIALYSIS SERVICES OF CINCINNATI, INC.




    DIALYSIS SERVICES, INC.




    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, LP




    EVEREST MANAGEMENT, INC.




    FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC (F/K/A BIO




    MEDICAL APPLICATIONS OF COLORADO, INC.)




    FRESENIUS MEDICAL CARE DIALYSIS SERVICES OREGON, LLC




    FMS NEW YORK, INC.




    FONDREN DIALYSIS CLINIC, INC.




    FORT SCOTT REGIONAL DIALYSIS CENTER, INC.




    FOUR STATE REGIONAL DIALYSIS CENTER, INC.




    FRESENIUS MANAGEMENT SERVICES, INC.




    FRESENIUS USA HOME DIALYSIS, INC.




    FRESENIUS USA MARKETING, INC.




    FRESENIUS USA SALES, 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.




    HOME INTENSIVE CARE, INC.




    JEFFERSON COUNTY DIALYSIS, INC.




    KDCO, INC.




    KENTUCKY RENAL CARE GROUP, LLC




    LAWTON DIALYSIS, INC.




    LITTLE ROCK DIALYSIS, INC.




    MAUMEE DIALYSIS SERVICES, LLC




    MERCY DIALYSIS CENTER, INC.




    MIAMI REGIONAL DIALYSIS CENTER, INC.




    MICHIGAN HOME DIALYSIS CENTER, INC.




    NAPLES DIALYSIS CENTER, LLC




    NATIONAL MEDICAL CARE, INC.




    NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF

    TEXAS, INC.




    NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.




    NEOMEDICA, 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





    

    25








 







    NNA OF GEORGIA, INC.




    NNA OF HARRISON, L.L.C.




    NNA OF LOUISIANA, LLC




    NNA OF MEMPHIS, 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 PROPERTIES OF TENNESSEE, INC.




    NNA-SAINT BARNABAS LIVINGSTON, L.L.C.




    NNA-SAINT BARNABAS, L.L.C.




    NNA TRANSPORTATION SERVICES CORPORATION




    NORCROSS DIALYSIS CENTER, LLC




    NORTH BUCKNER DIALYSIS CENTER, INC.




    NORTHEAST ALABAMA KIDNEY CLINIC, INC.




    NORTHERN NEW JERSEY DIALYSIS, L.L.C.




    NORTHWEST DIALYSIS, INC.




    PHYSICIANS DIALYSIS COMPANY, INC.




    QUALICENTERS, INC.




    RCG ARLINGTON HEIGHTS, LLC




    RCG BLOOMINGTON, LLC




    RCG CREDIT CORPORATION




    RCG EAST TEXAS, LLP




    RCG FINANCE, INC.




    RCG INDIANA, L.L.C.




    RCG IRVING, LLP




    RCG MARION, LLC




    RCG MARTIN, LLC




    RCG MEMPHIS EAST, LLC




    RCG MEMPHIS, LLC




    RCG MISSISSIPPI, INC.




    RCG PA MERGER CORP.




    RCG UNIVERSITY DIVISION, INC.




    RCG WEST HEALTH SUPPLY, L.C.




    RCG WHITEHAVEN, LLC




    RCG/SAINT LUKE’S, LLC




    RCGIH, INC.




    RENAL CARE GROUP ALASKA, INC.




    RENAL CARE GROUP CENTRAL MEMPHIS, LLC




    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 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, L.P.




    RENAL CARE GROUP TEXAS, INC.




    RENAL CARE GROUP TEXAS, LP





    

    26








 







    RENAL CARE GROUP WESTLAKE, LLC




    RENAL CARE GROUP, INC.




    RENALNET, INC.




    RENALPARTNERS OF INDIANA, LLC




    RENALPARTNERS, INC.




    RENEX CORP.




    RENEX DIALYSIS CLINIC OF AMESBURY, INC.




    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 NORTH ANDOVER, INC.




    RENEX DIALYSIS CLINIC OF ORANGE, INC.




    RENEX DIALYSIS CLINIC OF PENN HILLS, INC.




    RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.




    RENEX DIALYSIS CLINIC OF PITTSBURGH, INC.




    RENEX DIALYSIS CLINIC OF SHALER, 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.




    RENEX DIALYSIS HOMECARE OF GREATER ST. LOUIS, INC.




    RENEX MANAGEMENT SERVICES, INC.




    SAN DIEGO DIALYSIS SERVICES, INC.




    SANTA BARBARA COMMUNITY DIALYSIS CENTER




    SMYRNA DIALYSIS CENTER, LLC




    SPECTRA EAST, INC.




    SPECTRA LABORATORIES, INC.




    SSKG, INC.




    STAT DIALYSIS CORPORATION




    STONE MOUNTAIN DIALYSIS CENTER, LLC




    STUTTGART DIALYSIS, LLC




    TERRELL DIALYSIS CENTER, L.L.C.




    THREE RIVERS DIALYSIS SERVICES, LLC




    WEST PALM DIALYSIS, LLC




    WHARTON DIALYSIS, INC.




    WSKC DIALYSIS SERVICES, INC.



 


			
	 	    By: 
	
        









    Name: 



			
	 	    Title: 
	





 



    NATIONAL MEDICAL CARE, INC.



 


			
	 	    By: 
	
        









    Name: 



			
	 	    Title: 
	







    

    27








 








    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



 



    (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






    

    28








 







    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.



 



    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






    

    29








 







    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]
    





    

    30








 







    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.



 


 




    Signature
    Page Amendment No. 2 to 

    Receivables Purchase Agreement




    

    31








 







    Bio-Medical Applications of Kansas, Inc.




    Bio-Medical Applications of Kentucky, Inc.




    Bio-Medical Applications of Long Beach, Inc.




    Bio-Medical Applications of Los Gatos, Inc.




    Bio-Medical Applications of Louisiana, LLC




    Bio-Medical Applications of Maine, Inc.




    Bio-Medical Applications of Manchester, Inc.




    Bio-Medical Applications of Maryland, Inc.




    Bio-Medical Applications of Massachusetts, Inc.




    Bio-Medical Applications of Mayaguez, Inc.




    Bio-Medical Applications of Michigan, Inc.




    Bio-Medical Applications of Minnesota, Inc.




    Bio-Medical Applications of Mission Hills, Inc.




    Bio-Medical Applications of Mississippi, Inc.




    Bio-Medical Applications of Missouri, Inc.




    Bio-Medical Applications of 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



 


 




    Signature
    Page Amendment No. 2 to 

    Receivables Purchase Agreement




    

    32








 







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




    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.



 


 




    Signature
    Page Amendment No. 2 to 

    Receivables Purchase Agreement




    

    33








 







    KDCO, Inc.




    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



 


 




    Signature
    Page Amendment No. 2 to 

    Receivables Purchase Agreement




    

    34








 







    RCG Memphis, LLC




    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.



 


 




    Signature
    Page Amendment No. 2 to 

    Receivables Purchase Agreement




    

    35








 







    Spectra Laboratories, Inc.




    Spectra Medical Data Processing, LLC




    Spectra Renal Research, LLC




    SSKG, Inc.




    St. Louis Regional Dialysis Center, Inc.




    STAT Dialysis Corporation




    Stone Mountain Dialysis Center, LLC




    Stuttgart Dialysis, LLC




    Tappahannock Dialysis Center, Inc.




    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.



 


 




    Signature
    Page Amendment No. 2 to 

    Receivables Purchase Agreement




    

    36








 







    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.



 







			
	 	    By: 
	
        









    Name: 



			
	 	    Title: 
	





 



    NATIONAL MEDICAL CARE, INC.



 


			
	 	    By: 
	
        









    Name: 



			
	 	    Title: 
	





 


 




    Signature
    Page Amendment No. 2 to 

    Receivables Purchase Agreement




    

    37








 








    EXHIBIT J

    



 




    to

    



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT

    



 




    LIST OF
    TRANSFERRING AFFILIATES, CHIEF EXECUTIVE

    



 




    OFFICES
    OF TRANSFERRING AFFILIATES AND TRADENAMES

    



 




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



 



    2.7(b) List of 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.




    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.




    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.





    

    2








 







    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 Apheresis Services, LLC




    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.




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




    Gulf Region Mobile Dialysis, Inc.




    Haemo-Stat, Inc.




    Health IT Services Group, LLC




    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.




    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




    New York Dialysis Services, Inc.




    NMC Services, Inc.





    

    3








 







    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




    RCG Mississippi, Inc.




    RCG Robstown, LLP




    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





    

    4








 







    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.




    Saint Louis Renal Care, LLC




    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.




    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.





    

    5








 







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



 


	 	 	 
	

    3.1 k(iv) Tradenames:


	
 
	
    Fresenius Medical Care North America

    Spectra Renal Management

    Renal Care Group

    National Nephrology Associates

    TruBlu Logistics (FUSA Mfg)

	
 
	
 
	
 

	

    Mergers:


	
 
	
    On March 31, 2006, FMCH completed the acquisition of Renal Care
    Group, Inc.

	
 
	
 
	
 

	
 
	
 
	
    On November 29, 2007, FMCH completed the acquisition of Renal
    Solutions, Inc.

	
 
	
 
	
 

	
 
	
 
	
    On February 29, 2008, FMCH completed the acquisition of
    MAX Well Medical, Inc., which was subsequently merged on
    April 14, 2009 into its subsidiary, Specialty Care Pharmacy,
    LLC, and renamed Fresenius Medical Care Rx, LLC











    

    6