Exhibit 2.19
  EXECUTION
    VERSION
   FOURTH
    AMENDED AND RESTATED
   TRANSFER
    AND ADMINISTRATION AGREEMENT
  among
  PARADIGM
    FUNDING LLC,
  GIRO
    BALANCED FUNDING CORPORATION,
  LIBERTY
    STREET FUNDING LLC,
 as
    Conduit Investors
  NMC
    FUNDING CORPORATION,
 as
    Transferor
  NATIONAL
    MEDICAL CARE, INC.,
 as
    Collection Agent
  THE
    FINANCIAL INSTITUTIONS PARTIES HERETO,
 as Bank
    Investors
  BAYERISCHE
    LANDESBANK, NEW YORK BRANCH,
 as an
    Administrative Agent
   THE BANK
    OF NOVA SCOTIA
 as an
    Administrative Agent
  and
   WESTLB
    AG, NEW YORK BRANCH,
 as an
    Administrative Agent and as Agent
 Dated as
    of October 16, 2008




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##### 



TABLE OF
    CONTENTS
  ARTICLE I
    DEFINITIONSSection 1.1.


Certain Defined Terms


1Section 1.2.


Other Terms


19Section 1.3.


Computation of Time Periods


19Section 1.4.


Amendment and Restatement


19Section 1.5.


Funding on Effective Date


19ARTICLE II
    PURCHASE AND SETTLEMENTSSection 2.1.


Facility


19Section 2.2.


Transfers; Certificates; Eligible
    Receivables(a) Incremental Transfers


19Section 2.3.


Selection of Tranche Periods and Tranche Rates


21Section 2.4.


Discount, Fees and Other Costs and Expenses


23Section 2.5.


Non-Liquidation Settlement and Reinvestment Procedures


23Section 2.6.


Liquidation Settlement Procedures


23Section 2.7.


Fees


24Section 2.8.


Protection of Ownership Interest of the Investors; Special
    Accounts and Concentration Account


24Section 2.9.


Deemed Collections; Application of Payments


25Section 2.10.


Payments and Computations, Etc


26Section 2.11.


Reports


26Section 2.12.


Collection Account


26Section 2.13.


Sharing of Payments, Etc


27Section 2.14.


Right of Setoff


27Section 2.15.


Additional Transferring Affiliates


27ARTICLE III
    REPRESENTATIONS AND WARRANTIESSection 3.1.


Representations and Warranties of the Transferor


28Section 3.2.


Reaffirmation of Representations and Warranties by the Transferor


31Section 3.3.


Representations and Warranties of the Collection Agent


31ARTICLE IV
    CONDITIONS PRECEDENTSection 4.1.


Conditions to Closing


32ARTICLE V
    COVENANTSSection 5.1.


Affirmative Covenants of Transferor


34Section 5.2.


Negative Covenants of the Transferor


37Section 5.3.


Affirmative Covenants of the Collection Agent


40Section 5.4.


Negative Covenants of the Collection Agent


41ARTICLE VI
    ADMINISTRATION AND COLLECTIONSection 6.1.


Appointment of Collection Agent


41Section 6.2.


Duties of Collection Agent


42Section 6.3.


Right After Designation of New Collection Agent


43Section 6.4.


Collection Agent Default


43Section 6.5.


Responsibilities of the Transferor


44 i




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##### 



ARTICLE VII
    TERMINATION EVENTSSection 7.1.


Termination Events


44Section 7.2.


Termination


46ARTICLE VIII
    INDEMNIFICATION; EXPENSES; RELATED MATTERSSection 8.1.


Indemnities by the Transferor


46Section 8.2.


Indemnity for Taxes, Reserves and Expenses


48Section 8.3.


Taxes


50Section 8.4.


Other Costs, Expenses and Related Matters


51Section 8.5.


Reconveyance Under Certain Circumstances


51ARTICLE IX
    THE AGENT; BANK COMMITMENT; THE ADMINISTRATIVE AGENTSSection 9.1.


Authorization and Action


52Section 9.2.


Agents Reliance, Etc


52Section 9.3.


Credit Decision


53Section 9.4.


Indemnification of the Agent


53Section 9.5.


Successor Agent


53Section 9.6.


Payments by the Agent


53Section 9.7.


Bank Commitment; Assignment to Bank Investors


53Section 9.8.


Appointment of Administrative Agents


56Section 9.9.


Administrative Agents Reliance, Etc


56Section 9.10.


Indemnification of the Administrative Agents


57Section 9.11.


Successor Administrative Agents


57Section 9.12.


Payments by the Administrative Agents


57ARTICLE X
    MISCELLANEOUSSection 10.1.


Term of Agreement


58Section 10.2.


Waivers; Amendments


58Section 10.3.


Notices


58Section 10.4.


Governing Law; Submission to Jurisdiction; Integration


60Section 10.5.


Severability; Counterparts


60Section 10.6.


Successors and Assigns


60Section 10.7.


Waiver of Confidentiality


61Section 10.8.


Confidentiality Agreement


61Section 10.9.


No Bankruptcy Petition Against Conduit Investors


61Section 10.10.


No Recourse Against Stockholders, Officers or Directors


62Section 10.11.


Characterization of the Transactions Contemplated by the
    Agreement


62  ii




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##### 



SCHEDULES
  SCHEDULE I

Notice Addresses of Bank Investors


66SCHEDULE II

Commitments of Bank Investors


67EXHIBITSEXHIBIT A

Forms of Contracts


A-1EXHIBIT B

Credit and Collection Policies and Practices


B-1EXHIBIT C

List of Special Account Banks, Designated Account Agents and
    Concentration Bank


C-1EXHIBIT D-1

Form of Special Account Letter


D-1EXHIBIT D-2

Form of Concentration Account Agreement


D-2EXHIBIT E

Form of Investor Report


E-1EXHIBIT F

Form of Transfer Certificate


F-1EXHIBIT G

Form of Assignment and Assumption Agreement


G-1EXHIBIT H

List of Actions and Suits (Sections 3.1(g), 3.1(k) and
    3.3(e))


H-1EXHIBIT I

Location of Records


I-1EXHIBIT J

Form of Business Associate Agreement


J-1EXHIBIT K

Forms of Opinions of Counsel


K-1EXHIBIT L

Forms of Secretarys Certificate


L-1EXHIBIT M

Form of Certificate


M-1EXHIBIT N

List of Approved Fiscal Intermediaries


N-1EXHIBIT O

Form of Transferring Affiliate Letter


O-1EXHIBIT P

Form of Parent Agreement


P-1EXHIBIT Q

List of Transferring Affiliates


Q-1EXHIBIT R

Form of Account Agent Agreement


R-1EXHIBIT S

List of Closing Documents


S-1EXHIBIT T

Form of Agreed Upon Procedures Report


T-1EXHIBIT U

Form of No Material Weakness Report


U-1  iii




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##### 



FOURTH
    AMENDED AND RESTATED TRANSFER
    AND ADMINISTRATION AGREEMENT
  Agreement Transferor Paradigm GBFC Liberty Street BAYERNLB Scotiabank WestLB Agent
  PRELIMINARY
    STATEMENTS
  Existing
    TAA
      ARTICLE I
  DEFINITIONS
  Section Certain
    Defined Terms
  Account Agent Agreement
  Administrative Agent
  Administration Fee
  Adverse Claim
  Affected Assets
  Affiliate
  Agent
  Agent Fee Letter




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##### 



Aggregate Unpaids
  Agreement
  Amendment Agreement
  Applicable Margin
  Assignment Amount
  Assignment and Assumption Agreement
  Auditor
  Bank Investors
  Bankruptcy Code
  Base Rate BR
  Bayerische Landesbank, Cayman Islands Branch
  BayernLB
  Benefit Plan
  BMA
  BMA Transfer Agreement
  Business Day
  BR Tranche
  BR Tranche Period
  Capitalized Lease
 2




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##### 



Certificate
  CHAMPUS/VA et seq. et seq.
  CHAMPUS/VA Regulations
  Change of Control
  Change of Control Percentage
  Closing Date
  CMS
  Code
  Collateral Agent
  Collection Account
  Collection Agent
  Collection Agent Default
  Collection Delay Period
  Collections
  Commercial Obligor
  Commercial Paper
  Commitment Commitment minus plus
 3




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##### 



minus
  Commitment Termination Date
  Concentration Account
  Concentration Account Agreement Exhibit D-2
  Concentration Account Bank
  Concentration Account Notice
  Concentration Factor
  provided
    Special Concentration Limit
  Conduit Investor
  Confidential Information
  Contract
  Contractual Adjustment
  Contractual Adjustment Amount
 4




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##### 



minus
  CP Rate per annum provided however CP Rate per
    annum
  CP Tranche
  CP Tranche Period
  CP Tranche Period End Date
  Credit and Collection Policy
  Credit Support Agreement
  Credit Support Provider
  Deemed Collections
  Default Ratio proviso
  Defaulted Receivable
  Delinquent Receivable
 5




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##### 



Designated Account Agent
  Designated Obligor provided however
  Dilution Horizon
  Dilution Ratio
  Dilution Reserve
  Dilution Reserve Percentage
    Where:ADR

=

the average Dilution Ratio in respect of the 12 calendar month
    period then most recently ended.DS

=

the highest Dilution Ratio at any time during the 12 calendar
    month period then most recently ended.DH

=

the Dilution Horizon on such date.Discount means, with respect to any
    Tranche Period:   (TR x

TNI x

AD)360   Where:TR

=

the Tranche Rate applicable to such Tranche Period.TNI

=

the portion of the Net Investment allocated to such
    Tranche Period.AD

=

the actual number of days during such Tranche Period.   provided however provided further
  Discount Reserve
    6




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##### 



Where:TD

=

the sum of the unpaid Discount for all Tranche Periods to
    which any portion of the Net Investment is allocated.LY

=

the Liquidation Yield.   Early Collection Fee
  Effective Date
  Eligible Investments provided however P-1 A-1, P-1 A-1, P-1 A-1, P-1 A-1,
  Eligible Receivable
           7




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##### 



and/or
  Rule 3a-7
        provided however
           8




---



##### 



provided however
      ERISA
  ERISA Affiliate
  Estimated Maturity Period provided however
  Eurodollar Rate
  Eurodollar Tranche
  Eurodollar Tranche Period provided however provided further
 9




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##### 



Event of Bankruptcy
  Excluded Taxes
  Existing TAA
  Face Amount
  Facility Fee
  Facility Limit provided
  Fee Letter
  Finance Charges
  FME KGaA
  FME KGaA Credit Facility
  FMCH
  GAAP
  GBFC
  Group Majority Investors
  Guaranty
  HHS
  Hospital Obligor
 10




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##### 



Incremental Transfer
  Indebtedness
  Indemnified Amounts
  Indemnified Parties
  Initial Transfer Documents
  Interest Component
  Intermediate Concentration Account
  Intermediate Concentration Account Agreement Exhibit D-3
  Intermediate Concentration Account Bank
  Intermediate Concentration Account Notice
  Investor
  Investor Fee Letter
  Investor Report
  Law
  Liberty Street
  LIBOR Rate
  Liquidation Yield
  (RVF x

LBR x

NI) x

(EMP +

CDF)360   11




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##### 



Where:RVF

=

the Rate Variance Factor at such time;LBR

=

the Base Rate at such time which is applicable to the
    liquidation period after a Termination Event;NI

=

the Net Investment at such time;EMP

=

the Estimated Maturity Period of the Receivables; andCDF

=

the Collection Delay Factor.   Liquidity Provider
  Liquidity Provider Agreement
  Loss Horizon 12-month
  Loss Percentage
  Loss Reserve
    Where:LP

=

the Loss Percentage at the close of business of the Collection
    Agent on such day;NRB

=

the Net Receivables Balance at the close of business of the
    Collection Agent on such day;DLR

=

the Dilution Reserve at the close of business of the Collection
    Agent on such day;DR

=

the Discount Reserve at the close of business of the Collection
    Agent on such day;SFR

=

the Servicing Fee Reserve at the close of business of the
    Collection Agent on such day   Loss-to-Liquidation Ratio
  Majority Investors
  Material Adverse Effect
 12




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##### 



Maximum Net Investment
  Maximum Percentage Factor
  Medicaid et seq.
  Medicaid Regulations
  Medicare
  Medicare Regulations
  Minimum Amount
  Moodys
  Multiemployer Plan
  Net Asset Test
  Net Investment provided provided further
  Net Receivables Balance plus plus plus plus
 13




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##### 



NMC
  NPRBI
  Obligor and/or
                Official Body
  Original Closing Date
  Originating Entity
  Other Transferor
  Outstanding Balance minus minus
  Paradigm
  Parent Agreement
  Parent Group Parent Group
    Member
  Payor
  Percentage Factor
  NI +

LR +

DLR +

DR +

SFRNRB  14




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##### 



Where:NI

=

the Net Investment at the time of such computation;LR

=

the Loss Reserve at the time of such computation;DLR

=

the Dilution Reserve at the time of such computation;DR

=

the Discount Reserve at the time of such computation;SFR

=

the Servicing Fee Reserve at the time of such computation; andNRB

=

the Net Receivables Balance at the time of such computation.   Person
  Potential Termination Event
  Pre-Arranged Contractual Adjustment
  Primary Payor
  Pro Rata Share
  Proceeds Section 9-306
  Program Fee
  Purchased Interest
  Purchase Termination Date
  Ratable Share
  Rate Variance Factor
  Rating Agency
  Receivable
  Receivable Systems
  Receivables Purchase Agreement
  Recipient
 15




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##### 



Records
  Reinvestment Termination Date
  Reinvestment Transfer
  Related Group
  Related Group Limit
  Related Security
              Scotiabank
  Section 8.2 Costs
  Seller
  Servicing Fee
 16




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##### 



Servicing Fee Reserve plus
  Social Security Act
  Special Account
  Special Account Bank
  Special Account Letter Exhibit D-1
  Spectra Renal Management Group
  Standard & Poors S&P
  Subordinated Note
  Subsidiary
  Taxes
  Termination Date
  Termination Event
  Tranche
  Tranche Period
  Tranche Rate
  Transaction Costs
  Transaction Documents
  Transfer
  Transfer Certificate
  Transfer Date
 17




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##### 



Transfer Price
  Transferor
  Transferred Interest
  Transferring Affiliate provided however provided further
  Transferring Affiliate Letter
  UCC
  Unrealized Contractual Adjustment Reserve
  U.S. United States
  US Government Obligor
  Voting Stock
  WestLB
 18




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##### 



Section Other
    Terms
  Section Computation
    of Time Periods
  Section Amendment
    and Restatement Effective Date and/or
  Section Funding
    on Effective Date
  ARTICLE II
    Section Facility provided however
  Section Transfers;
    Certificates; Eligible Receivables Incremental
    Transfers plus
   19




---



##### 



provided
 20




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##### 



Reinvestment Transfers
  All Transfers
  Certificate
  Percentage Factor
  Section Selection
    of Tranche Periods and Tranche Rates
  Prior to the Termination Date; Transferred Interest
    held on behalf of a Conduit Investor
  After the Termination Date; Transferred Interest
    Held on behalf of a Conduit Investor
 21




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##### 



Prior to the Termination Date; Transferred Interest
    Held on Behalf of Bank Investor
  After the Termination Date; Transferred Interest
    Held on behalf of Bank Investor
  Eurodollar Rate Protection; Illegality
         22




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##### 



Separate Tranches for Related Groups
  Section Discount,
    Fees and Other Costs and Expenses
  Section Non-Liquidation
    Settlement and Reinvestment Procedures provided
  Section Liquidation
    Settlement Procedures
   23




---



##### 



first second third fourth fifth sixth provided
    Section Fees
  Protection of Ownership Interest of
    the Investors; Special Accounts, Intermediate Concentration
    Account and Concentration Account
 24




---



##### 



provided
  provided
    except
  Section Deemed
    Collections; Application of Payments
 25




---



##### 



Section Payments
    and Computations, Etc
  Section Reports
  Section Collection
    Account Collection Account
 26




---



##### 



Section Sharing
    of Payments, Etc provided however
  Section Right
    of Setoff
  Section Additional
    Transferring Affiliates
    provided
  Section Optional
    Repurchase of Transferred Interest
 27




---



##### 



Repurchase Notice Repurchase Date Repurchase Price
  ARTICLE III
  REPRESENTATIONS
    AND WARRANTIES
  Section Representations
    and Warranties of the Transferor
  Corporate Existence and Power
  Corporate and Governmental Authorization;
    Contravention
  Binding Effect
  Perfection
  Accuracy of Information
  Tax Status
 28




---



##### 



Action, Suits
  Use of Proceeds
  Place of Business
  Good Title
  Tradenames, Etc
  Nature of Receivables Rule 3a-7
  Coverage Requirement; Amount of Receivables
  Credit and Collection Policy
  Collections and Servicing
  No Termination Event
  Not an Investment Company
  ERISA
 29




---



##### 



Special Account Banks, Intermediate Concentration
    Account Banks and Concentration Bank
  Bulk Sales
  Transfers Under Receivables Purchase Agreement
  Preference; Voidability (Receivables Purchase
    Agreement
  Transfers by Transferring Affiliates
  Preference; Voidability (Transferring
    Affiliates)
  Ownership
 30




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##### 



Representations and Warranties of the Seller
    Section Reaffirmation
    of Representations and Warranties by the Transferor
        Section Representations
    and Warranties of the Collection Agent
  Corporate Existence and Power
  Corporate and Governmental Authorization;
    Contravention
  Binding Effect
 31




---



##### 



Accuracy of Information
  Action, Suits
  Nature of Receivables
  Amount of Receivables
  Credit and Collection Policy
  Collections and Servicing
  Not an Investment Company
  Special Accounts, Intermediate Concentration
    Accounts and Concentration Account
  ARTICLE IV
  CONDITIONS
    PRECEDENT
  Section Conditions
    to Closing
         32




---



##### 



(Form UCC-1),
               33




---



##### 



ARTICLE V
  COVENANTS
  Section Affirmative
    Covenants of Transferor
  Financial Reporting
  Annual Reporting
  Quarterly Reporting
    Compliance Certificate
  Notice of Termination Events or Potential
    Termination Events
  Change in Credit and Collection Policy and Debt
    Ratings
  Credit and Collection Policy
  ERISA
 34




---



##### 



Notices under Transaction Documents
  Investigations and Proceedings
  Other Information
  Conduct of Business
  Compliance with Laws
  Furnishing of Information and Inspection of
    Records
  Keeping of Records and Books of Account
 35




---



##### 



Performance and Compliance with Receivables and
    Contracts
  Credit and Collection Policies
  Special Accounts; Intermediate Concentration
    Accounts; Concentration Account provided however Minimum Amount
  Collections Received
  Sale Treatment
  Separate Business
 36




---



##### 



Corporate Documents
  Payment to the Originating Entities
  Performance and Enforcement of the Receivables
    Purchase Agreement, etc
  Section Negative
    Covenants of the Transferor
 37




---



##### 



No Sales, Liens, Etc
  No Extension or Amendment of Receivables
  No Change in Business or Credit and Collection
    Policy
  No Mergers, Etc
  Change in Payment Instructions to Obligors, Special
    Account Banks, Designated Account Agents and Concentration
    Account
  provided
  provided however
 38




---



##### 



provided
  provided however provided further
  Deposits to Special Accounts and the Concentration
    Account
  Change of Name, Etc and/or
  Amendment to Receivables Purchase Agreement,
    Etc
 39




---



##### 



Other Debt
  ERISA Matters
  Section Affirmative
    Covenants of the Collection Agent
  Conduct of Business
  Compliance with Laws
  Furnishing of Information and Inspection of
    Records
  Keeping of Records and Books of Account
  Notice of Agents Interest
 40




---



##### 



Credit and Collection Policies
  Collections
  Collections Received
  Section Negative
    Covenants of the Collection Agent
  No Extension or Amendment of Receivables
  No Change in Business or Credit and Collection
    Policy
  No Mergers, Etc
  Deposits to Accounts
  ARTICLE VI
  ADMINISTRATION
    AND COLLECTION
  Section Appointment
    of Collection Agent Collection Agent provided provided further
 41




---



##### 



Section Duties
    of Collection Agent
  and/or and/or provided however
  provided however
     42




---



##### 



Section Right
    After Designation of New Collection Agent
    and/or
      except
  Section Collection
    Agent Default
       43




---



##### 



provided
    Section Responsibilities
    of the Transferor and/or and/or
  ARTICLE VII
  TERMINATION
    EVENTS
  Section Termination
    Events
        provided
         44




---



##### 



provided
              A-2 P-2
   45




---



##### 



Section Termination provided however
    ARTICLE VIII
  INDEMNIFICATION;
    EXPENSES; RELATED MATTERS
  Section Indemnities
    by the Transferor Indemnified Parties Indemnified
    Amounts
 46




---



##### 



47




---



##### 



provided however provided further
      Section Indemnity
    for Taxes, Reserves and Expenses
     48




---



##### 



Section 8.2 Costs provided however
   49




---



##### 



Section Taxes
              Form W-8 W-9,
         50




---



##### 



Form W-8
  Form W-8
    provided
  Section Other
    Costs, Expenses and Related Matters and/or Transaction Costs
    Section Reconveyance
    Under Certain Circumstances provided
 51




---



##### 



ARTICLE IX
  THE AGENT;
    BANK COMMITMENT; THE ADMINISTRATIVE AGENTS
  Section Authorization
    and Action provided however
    Agents Reliance, Etc
 52




---



##### 



Section Credit
    Decision
  Section Indemnification
    of the Agent and/or
  Section Successor
    Agent
  Section Payments
    by the Agent and/or
  Section Bank
    Commitment; Assignment to Bank Investors
  Bank Commitment
 53




---



##### 



Assignment
  Effects of Assignment
 54




---



##### 



Transferors Obligation to Pay Certain Amounts;
    Additional Assignment Amount
  Administration of Agreement After Assignment
  Payments
  Downgrade of Bank Investor A-2 P-2 A-2 P-2 A-3 P-3, A-2 P-2
 55




---



##### 



Section Appointment
    of Administrative Agents Group Majority
    Investors provided however
    Section Administrative
    Agents Reliance, Etc
 56




---



##### 



Section Indemnification
    of the Administrative Agents and/or
  Section Successor
    Administrative Agents
  Section Payments
    by the Administrative Agents
 57




---



##### 



ARTICLE X
  MISCELLANEOUS
  Section Term
    of Agreement provided however
  Section Waivers;
    Amendments
  Section Notices
       (781) 699-2668
 (781) 699-9756
    021-000-021
 323-0-76823
       (781) 699-2668
 (781) 699-9756
  58




---



##### 



(212) 852-6000
 (212) 597-1423
    c/o AMACAR
    704-365-0569
 704-365-1362
    c/o WestLB
    (212) 852-6000
 (212) 597-1423
     c/o Global
                  c/o Global
    (631) 587-4700
 (212) 302-8767
          59




---



##### 



Section Governing
    Law; Submission to Jurisdiction; Integration
          Section Severability;
    Counterparts
  Section Successors
    and Assigns provided however
   60




---



##### 



Section Waiver
    of Confidentiality
  Section Confidentiality
    Agreement Transaction
  provided
  Confidential
    Information provided however provided further however provided
  Section No
    Bankruptcy Petition Against Conduit Investors
 61




---



##### 



Section No
    Recourse Against Stockholders, Officers or
    Directors
  Section Characterization
    of the Transactions Contemplated by the Agreement
   62




---



##### 



PARADIGM FUNDING LLC,
   ­
    ­
      GIRO BALANCED FUNDING CORPORATION,
    ­
    ­
      LIBERTY STREET FUNDING LLC,
    ­
    ­
    NMC FUNDING CORPORATION,
    ­
    ­
    NATIONAL MEDICAL CARE, INC.,
   ­
    ­
   63




---



##### 



WESTLB AG, NEW YORK BRANCH,
   ­
    ­
    ­
    ­
    BAYERISCHE LANDESBANK, NEW YORK BRANCH,
   ­
    ­
    ­
    ­
    BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH,
   ­
    ­
    ­
    ­
    64




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##### 



THE BANK OF NOVA SCOTIA,
  ­
    ­
    LANDESBANK HESSEN-THUERINGEN GIROZENTRALE,
  ­
    ­
    ­
    ­
   65




---



##### 



SCHEDULE I
  to
  FOURTH
    AMENDED AND RESTATED
 TRANSFER
    AND ADMINISTRATION AGREEMENT
  NOTICE
    ADDRESSES FOR BANK INVESTORS
      (212) 852-6000
 (212) 597-1423
          52-58
    01149-69-9132-3183
 01149-69-9132-4190
                 66




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##### 



SCHEDULE II
  to
  FOURTH
    AMENDED AND RESTATED
 TRANSFER
    AND ADMINISTRATION AGREEMENT
  COMMITMENTS
    OF BANK INVESTORS
  Bank Investor

CommitmentWestLB AG, New York Branch

$
185,000,000Bayerische Landesbank, Cayman Islands Branch

$
167,000,000The Bank of Nova Scotia

$
143,000,000Landesbank Hessen  Thueringen Girozentrale

$
55,000,000  67




---



##### 



EXHIBIT A
  to
  FOURTH
    AMENDED AND RESTATED
  TRANSFER
    AND ADMINISTRATION AGREEMENT
  FORMS OF
    CONTRACTS
 A-1




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##### 



EXHIBIT B
  to
  FOURTH
    AMENDED AND RESTATED
  TRANSFER
    AND ADMINISTRATION AGREEMENT
  CREDIT
    AND COLLECTION POLICIES AND PRACTICES
 B-1




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##### 



EXHIBIT C
  to
  FOURTH
    AMENDED AND RESTATED
 TRANSFER
    AND ADMINISTRATION AGREEMENT
  List
    of Special Account Banks, Designated Account Agents and
    Concentration Bank
  SRM
    (LABS)
     275-04756
     275-04772
       275-04688
     275-04691
                                   C-1




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621-60430
                                          201-775939
       01-138065
   96807-1300
  C-2




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8500-5600
                                             C-9




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C-10




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EXHIBIT D-3
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EXHIBIT E
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EXHIBIT G
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EXHIBIT H
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    AMENDED AND RESTATED
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    AND ADMINISTRATION AGREEMENT
  LIST OF
    ACTIONS AND SUITS
  SECTIONS 3.1(g),
    3.1(k) and 3.3(e)
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EXHIBIT J
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  [FORM OF
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EXHIBIT L
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EXHIBIT N
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  LIST OF
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EXHIBIT O
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EXHIBIT P
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  FORM OF
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EXHIBIT Q
  to
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    AMENDED AND RESTATED
  TRANSFER
    AND ADMINISTRATION AGREEMENT
  LIST
    OF TRANSFERRING AFFILIATES
  Chief Executive Office for each

920 Winter StreetTransferring Affiliate:

Waltham, Massachusetts 02451-1457   Original Transferring Affiliates(Before October 19, 2006)

State of IncorporationBio-Medical Applications Home Dialysis Services, Inc.

DelawareBio-Medical Applications Management Company, Inc

DelawareBio-Medical Applications of Alabama, Inc.

DelawareBio-Medical Applications of Anacostia, Inc.

DelawareBio-Medical Applications of Aquadilla, Inc.

DelawareBio-Medical Applications of Arecibo, Inc.

DelawareBio-Medical Applications of Arkansas, Inc.

DelawareBio-Medical Applications of Bayamon, Inc.

DelawareBio-Medical Applications of Blue Springs, Inc

DelawareBio-Medical Applications of Caguas, Inc.

DelawareBio-Medical Applications of California, Inc.

DelawareBio-Medical Applications of Camarillo, Inc.

DelawareBio-Medical Applications of Capitol Hill, Inc.

DelawareBio-Medical Applications of Carolina, Inc.

DelawareBio-Medical Applications of Carson, Inc.

DelawareBio-Medical Applications of Clinton, Inc.

DelawareBio-Medical Applications of Columbia Heights, Inc.

DelawareBio-Medical Applications of Connecticut, Inc.

DelawareBio-Medical Applications of Delaware, Inc.

DelawareBio-Medical Applications of Dover, Inc.

DelawareBio-Medical Applications of Eureka, Inc.

DelawareBio-Medical Applications of Fayetteville, Inc.

DelawareBio-Medical Applications of Florida, Inc.

DelawareBio-Medical Applications of Fremont, Inc.

DelawareBio-Medical Applications of Fresno, Inc.

DelawareBio-Medical Applications of Georgia, Inc.

DelawareBio-Medical Applications of Glendora, Inc.

DelawareBio-Medical Applications of Guayama, Inc.

DelawareBio-Medical Applications of Hoboken, Inc.

DelawareBio-Medical Applications of Humacao, Inc.

DelawareBio-Medical Applications of Illinois, Inc.

DelawareBio-Medical Applications of Indiana, Inc.

DelawareBio-Medical Applications of Kansas, Inc.

DelawareBio-Medical Applications of Kentucky, Inc.

DelawareBio-Medical Applications of Las Americas, Inc.

DelawareBio-Medical Applications of Long Beach, Inc.

DelawareBio-Medical Applications of Los Gatos, Inc.

DelawareBio-Medical Applications of Louisiana, LLC

DelawareBio-Medical Applications of Maine, Inc.

DelawareBio-Medical Applications of Manchester, Inc.

Delaware Q-1




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##### 



Original Transferring Affiliates(Before October 19, 2006)

State of IncorporationBio-Medical Applications of Maryland, Inc.

DelawareBio-Medical Applications of Massachusetts, Inc.

DelawareBio-Medical Applications of Mayaguez, Inc.

DelawareBio-Medical Applications of Michigan, Inc.

DelawareBio-Medical Applications of Minnesota, Inc.

DelawareBio-Medical Applications of Mission Hills, Inc.

DelawareBio-Medical Applications of Mississippi, Inc.

DelawareBio-Medical Applications of Missouri, Inc.

DelawareBio-Medical Applications of MLK, Inc.

DelawareBio-Medical Applications of Nevada, Inc

NevadaBio-Medical Applications of New Hampshire, Inc.

DelawareBio-Medical Applications of New Jersey, Inc.

DelawareBio-Medical Applications of New Mexico, Inc.

DelawareBio-Medical Applications of North Carolina, Inc.

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

DelawareBio-Medical Applications of Oakland, Inc.

DelawareBio-Medical Applications of Ohio, Inc.

DelawareBio-Medical Applications of Oklahoma, Inc.

DelawareBio-Medical Applications of Pennsylvania, Inc.

DelawareBio-Medical Applications of Ponce, Inc.

DelawareBio-Medical Applications of Puerto Rico, Inc.

DelawareBio-Medical Applications of Rhode Island, Inc.

DelawareBio-Medical Applications of Rio Piedras, Inc.

DelawareBio-Medical Applications of San Antonio, Inc.

DelawareBio-Medical Applications of San German, Inc.

DelawareBio-Medical Applications of San Juan, Inc.

DelawareBio-Medical Applications of South Carolina, Inc.

DelawareBio-Medical Applications of Southeast Washington, Inc.

DelawareBio-Medical Applications of Tennessee, Inc.

DelawareBio-Medical Applications of Texas, Inc.

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

DelawareBio-Medical Applications of Ukiah, Inc.

DelawareBio-Medical Applications of Virginia, Inc.

DelawareBio-Medical Applications of West Virginia, Inc.

DelawareBio-Medical Applications of Wisconsin, Inc.

DelawareBio-Medical Applications of Woonsocket, Inc.

DelawareDialysis America Alabama, LLC

DelawareDialysis America Georgia, LLC

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

New JerseyEverest Healthcare Holdings, Inc.

DelawareEverest Healthcare Indiana, Inc.

IndianaEverest Healthcare Rhode Island, Inc.

DelawareEverest Healthcare Texas Holding Corp

DelawareEverest Healthcare Texas, LP

DelawareEverest Management, Inc.

DelawareFresenius Medical Care Dialysis Services Colorado LLC

DelawareFresenius Medical Care Dialysis Services-Oregon, LLC

OregonFMS New York, Inc.

DelawareFresenius Management Services, Inc.

Delaware Q-2




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Original Transferring Affiliates(Before October 19, 2006)

State of IncorporationFresenius USA Home Dialysis, Inc.

DelawareFresenius USA Marketing, Inc.

DelawareFresenius USA, Inc.

MassachusettsGulf Region Mobile Dialysis, Inc.

DelawareHome Dialysis of America, Inc.

ArizonaHome Dialysis of Muhlenberg County, Inc.

KentuckyHome Intensive Care, Inc.

DelawareMercy Dialysis Center, Inc.

WisconsinNational Medical Care, Inc.

DelawareNeomedica, Inc

DelawareNorth Buckner Dialysis Center, Inc.

DelawareNorthern New Jersey Dialysis, L.L.C.

DelawareQualicenters, Inc.

ColoradoSan Diego Dialysis Services, Inc.

DelawareSpectra East, Inc.

DelawareSpectra Laboratories, Inc.

NevadaTerrell Dialysis Center, L.L.C.

DelawareConejo Valley Dialysis, Inc.

CaliforniaDialysis Services of Cincinnati, Inc.

OhioDialysis Services, Inc.

TexasDialysis Specialists of Topeka, Inc.

KansasDialysis Specialists of Tulsa, Inc.

OklahomaEverest Healthcare Ohio, Inc.

OhioFresenius USA Sales, Inc.

MassachusettsHaemo-Stat, Inc.

CaliforniaSanta Barbara Community Dialysis Center, Inc.

CaliforniaCon-Med Supply Company, Inc.

IllinoisWSKC Dialysis Services, Inc.

IllinoisDu Page Dialysis, Ltd.

Illinois   Additional Transferring Affiliates(Added October 19, 2006)

State of IncorporationAngleton Dialysis, Inc.

TexasArizona Renal Investments, LLC

DelawareBrazoria Kidney Center, Inc.

TexasBrevard County Dialysis, LLC

FloridaCartersville Dialysis Center, LLC

GeorgiaClayton County Dialysis, LLC

GeorgiaClermont Dialysis Center, LLC

GeorgiaCobb County Dialysis, LLC

GeorgiaColumbus Area Renal Alliance, LLC

DelawareCovington Dialysis Center, LLC

GeorgiaDiabetes Care Group, Inc.

DelawareDialysis Associates, LLC

TennesseeDialysis Centers of America  Illinois, Inc.

IllinoisDialysis Licensing Corp.

DelawareDialysis Management Corporation

TexasDialysis Services of Atlanta, Inc.

GeorgiaDouglas County Dialysis, LLC

Georgia Q-3




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##### 



Additional Transferring Affiliates(Added October 19, 2006)

State of IncorporationDoylestown Acute Renal Services, L.L.C.

PennsylvaniaFondren Dialysis Clinic, Inc.

TexasFort Scott Regional Dialysis Center, Inc.

MissouriFour State Regional Dialysis Center, Inc.

MissouriHenry Dialysis Center, LLC

GeorgiaHolton Dialysis Clinic, LLC

GeorgiaJefferson County Dialysis, Inc.

ArkansasKDCO, Inc.

MissouriKentucky Renal Care Group, LLC

DelawareLawton Dialysis, Inc.

ArkansasLittle Rock Dialysis, Inc.

ArkansasMaumee Dialysis Services, LLC

DelawareMiami Regional Dialysis Center, Inc.

MissouriMichigan Home Dialysis Center, Inc.

MichiganNaples Dialysis Center, LLC

FloridaNational Nephrology Associates Management Company of Texas,
    Inc.

TexasNational Nephrology Associates of Texas, L.P.

TexasNNA Management Company of Kentucky, Inc.

KentuckyNNA Management Company of Louisiana, Inc.

LouisianaNNA of Alabama, Inc.

AlabamaNNA of East Orange, L.L.C.

New JerseyNNA of Florida, LLC

FloridaNNA of Georgia, Inc.

DelawareNNA of Harrison, L.L.C.

New JerseyNNA of Louisiana, LLC

LouisianaNNA of Memphis, LLC

TennesseeNNA of Nevada, Inc.

NevadaNNA of Newark, L.L.C.

New JerseyNNA of Oklahoma, Inc.

NevadaNNA of Oklahoma, L.L.C.

OklahomaNNA of Rhode Island, Inc.

Rhode IslandNNA of Toledo, Inc.

OhioNNA Properties of Tennessee, Inc.

TennesseeNNA Transportation Services Corporation

TennesseeNNA-Saint Barnabas, L.L.C.

New JerseyNNA-Saint Barnabas-Livingston, L.L.C.

New JerseyNorcross Dialysis Center, LLC

GeorgiaNortheast Alabama Kidney Clinic, Inc.

AlabamaNorthwest Dialysis, Inc.

ArkansasPhysicians Dialysis Company, Inc.

PennsylvaniaRCG Arlington Heights, LLC

DelawareRCG Bloomington, LLC

DelawareRCG Credit Corporation

TennesseeRCG East Texas, LLP

DelawareRCG Finance, Inc.

DelawareRCG Indiana, L.L.C.

DelawareRCG Irving, LLP

DelawareRCG Marion, LLC

DelawareRCG Martin, LLC

Delaware Q-4




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##### 



Additional Transferring Affiliates(Added October 19, 2006)

State of IncorporationRCG Memphis East, LLC

DelawareRCG Memphis, LLC

DelawareRCG Mississippi, Inc.

DelawareRCG PA Merger Corp.

TexasRCG University Division, Inc.

TennesseeRCG West Health Supply, L.C.

ArizonaRCG Whitehaven, LLC

DelawareRCG/Saint Lukes, LLC

DelawareRCGIH, Inc.

DelawareRenal Care Group Alaska, Inc.

AlaskaRenal Care Group Central Memphis, LLC

DelawareRenal Care Group East, Inc.

PennsylvaniaRenal Care Group Michigan, Inc.

DelawareRenal Care Group Northwest, Inc.

DelawareRenal Care Group of the Midwest, Inc.

KansasRenal Care Group of the Ozarks, LLC

DelawareRenal Care Group of the South, Inc.

DelawareRenal Care Group of the Southeast, Inc.

FloridaRenal Care Group Ohio, Inc.

DelawareRenal Care Group South New Mexico, LLC

DelawareRenal Care Group Southwest Holdings, Inc.

DelawareRenal Care Group Southwest, L.P.

DelawareRenal Care Group Texas, Inc.

TexasRenal Care Group Texas, LP

DelawareRenal Care Group Westlake, LLC

DelawareRenal Care Group, Inc.

DelawareRenalNet Arizona, Inc.

ArizonaRenalNet, Inc.

DelawareRenalPartners of Indiana, LLC

IndianaRenalPartners, Inc.

DelawareRenex Corp.

FloridaRenex Dialysis Clinic of Amesbury, Inc.

MassachusettsRenex Dialysis Clinic of Bloomfield, Inc.

New JerseyRenex Dialysis Clinic of Bridgeton, Inc.

MissouriRenex Dialysis Clinic of Creve Coeur, Inc.

MissouriRenex Dialysis Clinic of Doylestown, Inc.

PennsylvaniaRenex Dialysis Clinic of Maplewood, Inc.

MissouriRenex Dialysis Clinic of North Andover, Inc.

MassachusettsRenex Dialysis Clinic of Orange, Inc.

New JerseyRenex Dialysis Clinic of Penn Hills, Inc.

PennsylvaniaRenex Dialysis Clinic of Philadelphia, Inc.

PennsylvaniaRenex Dialysis Clinic of Pittsburgh, Inc.

PennsylvaniaRenex Dialysis Clinic of Shaler, Inc.

PennsylvaniaRenex Dialysis Clinic of South Georgia, Inc.

GeorgiaRenex Dialysis Clinic of St. Louis, Inc.

MissouriRenex Dialysis Clinic of Tampa, Inc.

FloridaRenex Dialysis Clinic of Union, Inc.

MissouriRenex Dialysis Clinic of University City, Inc.

MissouriRenex Dialysis Clinic of Woodbury, Inc.

New Jersey Q-5




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Additional Transferring Affiliates(Added October 19, 2006)

State of IncorporationRenex Dialysis Facilities, Inc.

MississippiRenex Dialysis Homecare of Greater St. Louis, Inc.

MissouriRenex Management Services, Inc.

FloridaSmyrna Dialysis Center, LLC

GeorgiaSSKG, Inc.

IllinoisSTAT Dialysis Corporation

DelawareStone Mountain Dialysis Center, LLC

GeorgiaStuttgart Dialysis, LLC

ArkansasThree Rivers Dialysis Services, LLC

DelawareWest Palm Dialysis, LLC

GeorgiaWharton Dialysis, Inc.

Texas  Q-6




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EXHIBIT R
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EXHIBIT S
  to
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    AMENDED AND RESTATED
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  LIST OF
    CLOSING DOCUMENTS
 S-1