exv10w3



 




EXHIBIT 10.3




UNITED STATES OF AMERICA




BEFORE FEDERAL TRADE COMMISSION




	 	 	 
	
    
    COMMISSIONERS:

    	 	
    Deborah Platt Majoras, Chairman

    Pamela Jones Harbour

    Jon Leibowitz

    William E. Kovacic

    J. Thomas Rosch





	 	 	 
	
         In the Matter of	 	
    Docket No. C-
	
    
    FRESENIUS AG,

    	 	 
	
    
         a corporation.

    	 	 





DECISION AND ORDER



      
The Federal Trade Commission (“Commission”), having
initiated an investigation of the proposed acquisition of Renal
Care Group, Inc. by Fresenius AG and entities
controlled by Fresenius AG, including (1) Fresenius
Medical Care AG & Co. KGaA, a partnership
limited by shares organized under the laws of the Federal
Republic of Germany, the general partner of which is majority
owned by Fresenius AG, (2) Fresenius Medical Care
Holdings, Inc., a New York corporation majority owned by
Fresenius Medical Care AG & Co. KGaA, a
partnership limited by shares organized under the laws of the
Federal Republic of Germany, and (3) Florence
Acquisition, Inc., a Delaware corporation that is wholly
owned by Fresenius Medical Care Holdings, Inc., and
Fresenius AG (hereafter referred to as
“Respondent”) having been furnished thereafter with a
copy of a draft of Complaint that the Bureau of Competition
proposed to present to the Commission for its consideration and
which, if issued by the Commission, would charge Respondent with
violations of Section 7 of the Clayton Act, as amended,
15 U.S.C. § 18, and Section 5 of the
Federal Trade Commission Act, as amended,
15 U.S.C. § 45; and



     
Respondent, its attorneys, and counsel for the Commission having
thereafter executed an Agreement Containing Consent Orders
(“Consent Agreement”), containing an admission by
Respondent of all the jurisdictional facts set forth in the
aforesaid draft of Complaint, a statement that the signing of
said Consent Agreement is for settlement purposes only and does
not constitute an admission by Respondent that the law has been
violated as alleged in such Complaint, or that the facts as
alleged in such Complaint, other than jurisdictional facts, are
true, and waivers and other provisions as required by the
Commission’s Rules; and



     
The Commission, having thereafter considered the matter and
having determined that it had reason to believe that Respondent
has violated the said Acts, and that a Complaint should issue
stating its charges in that respect, and having accepted the
executed Consent Agreement










 




and placed such Consent Agreement on the public record for a
period of thirty (30) days for the receipt and
consideration of public comments, now in further conformity with
the procedure described in Commission Rule 2.34,
16 C.F.R. § 2.34, the Commission hereby
makes the following jurisdictional findings and issues the
following Decision and Order (“Order”):






		
	1.	
    Respondent Fresenius AG is a corporation organized,
    existing and doing business under and by virtue of the laws of
    the Federal Republic of Germany, with its office and principal
    place of business located at
    Else-Kröner-Straße 1, 61352 Bad Homburg,
    Germany. Fresenius AG is the ultimate parent of
    (1) Fresenius Medical Care AG &
    Co. KGaA, a partnership limited by shares organized under
    the laws of the Federal Republic of Germany, the general partner
    of which is majority owned by Fresenius AG, with its office
    and principal place of business located at
    Else-Kröner-Straße 1, 61352 Bad Homburg,
    Germany, (2) Fresenius Medical Care Holdings, Inc., a
    New York corporation majority owned by Fresenius Medical
    Care AG & Co. KGaA, a partnership limited by
    shares organized under the laws of the Federal Republic of
    Germany, with its office and principal place of business located
    at 95 Hayden Avenue, Lexington, MA 02420, and
    (3) Florence Acquisition, Inc., a Delaware corporation
    that is wholly owned by Fresenius Medical Care Holdings, Inc,
    with its office and principal place of business located at 95
    Hayden Avenue, Lexington, MA 02420.
	 
	2.	
    The Federal Trade Commission has jurisdiction of the subject
    matter of this proceeding and of Respondent, and the proceeding
    is in the public interest.




ORDER




I.



      
IT IS ORDERED that, as used in this Order, the following
definitions shall apply:






		
	A.	
    “Fresenius” means Fresenius AG, its directors,
    officers, employees, agents, representatives, successors, and
    assigns; and its joint ventures, subsidiaries (including, but
    not limited to Fresenius Medical Care AG &
    Co. KGaA, a partnership limited by shares organized under
    the laws of the Federal Republic of Germany, Fresenius Medical
    Care Holdings, Inc., and Florence Acquisition, Inc.),
    divisions, groups, and affiliates controlled by
    Fresenius AG (including, after the Effective Date, Renal
    Care Group, Inc.), and the respective directors, officers,
    employees, agents, representatives, successors, and assigns of
    each.
	 
	B.	
    “RCG” means Renal Care Group, Inc., its
    directors, officers, employees, agents, representatives,
    successors, and assigns; and its joint ventures, subsidiaries,
    divisions, groups and affiliates controlled by Renal Care
    Group, Inc.(including, but not limited to Renal
    Dimensions, LLC, and Summit Renal Care, LLC), and the
    respective directors, officers, employees, agents,
    representatives, successors, and assigns of each.



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	C.	
    “Commission” means the Federal Trade Commission.
	 
	D.	
    “Acquirer” and “Acquirers” means NRI,
    and each Person that receives the prior approval of the
    Commission to acquire any of the Appendix A Clinic Assets
    pursuant to Paragraphs II or V of this Order.
	 
	E.	
    “Appendix A Clinics” means the Clinics listed in
    Appendix A to this Order.
	 
	F.	
    “Appendix A Clinic Assets” means the
    Appendix A Clinics, and all Assets Associated with each of
    those Clinics;
	 
	G.	
    “Assets Associated” means the following assets
    Relating To the Operation Of A Clinic:






			
	 	1.	
    all rights under the Clinic’s Physician Contracts;
	 
	 	2.	
    leases for the Real Property Of The Clinic;
	 
	 	3.	
    consumable or disposable inventory, including, but not limited
    to, janitorial, office, and medical supplies, and at least
    ten (10) normal treatment day requirements of dialysis
    supplies and pharmaceuticals, including, but not limited to,
    erythropoietin;
	 
	 	4.	
    all rights, title, and interest of Fresenius in any tangible
    property (except for consumable or disposable inventory) that
    has been on the premises of the Clinic at any time since
    October 1, 2005, including, but not limited to, all
    equipment, furnishings, fixtures, improvements, and
    appurtenances;
	 
	 	5.	
    any interest (other than leases) held by Fresenius in the Real
    Property Of The Clinic;
	 
	 	6.	
    books, records, files, correspondence, manuals, computer
    printouts, databases, and other documents Relating To the
    Operation Of The Clinic located on the premises of the Clinic or
    in the possession of the Regional Manager responsible for such
    Clinic (or copies thereof where Fresenius has a legal obligation
    to maintain the original document), including, but not limited
    to:






			
	 	a.	
    documents containing information Relating To patients (to the
    extent transferable under applicable law), including, but not
    limited to, medical records,
	 
	 	b.	
    financial records,
	 
	 	c.	
    personnel files,
	 
	 	d.	
    Physician lists and other records of the Clinic’s dealings
    with Physicians,



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	 	e.	
    maintenance records,
	 
	 	f.	
    documents Relating To policies and procedures,
	 
	 	g.	
    documents Relating To quality control,
	 
	 	h.	
    documents Relating To Payors,
	 
	 	i.	
    documents Relating To Suppliers,
	 
	 	j.	
    documents Relating To the Clinic To Be Divested that are also
    related to the Operation Of A Clinic that is not a Clinic To Be
    Divested, PROVIDED, HOWEVER, if such documents are
    located other than on the premises of the Clinic To Be Divested,
    Fresenius may submit a copy of the document with the portions
    not Relating To the Clinic To Be Divested redacted, and
	 
	 	k.	
    copies of contracts with Payors and Suppliers, unless such
    contracts cannot, according to their terms, be disclosed to
    third parties even with the permission of Fresenius to make such
    disclosure;






			
	 	7.	
    Fresenius’s Medicare and Medicaid provider numbers, to the
    extent transferable;
	 
	 	8.	
    all permits and licenses, to the extent transferable;
	 
	 	9.	
    Intangible Property (other than Software, Licensed Intangible
    Property, and Unrelated Intangible Property) relating
    exclusively to the Operation Of The Clinic;
	 
	 	10.	
    any contract Fresenius or RCG has to provide in-hospital
    dialysis services Relating To the Clinic To Be Divested; and
	 
	 	11.	
    assets that are used in, or necessary for, the Operation Of The
    Clinic.






		
	 	 
    PROVIDED, HOWEVER, that “Assets Associated”
    does not include Excluded Assets.






		
	H.	
    “Assets To Be Divested” means the Appendix A
    Clinic Assets.
	 
	I.	
    “Clinic” means a facility that provides hemodialysis
    or peritoneal dialysis services to patients suffering from
    kidney disease.
	 
	J.	
    “Clinic’s Physician Contracts” means all
    agreements to provide the services of a Physician to a Clinic,
    regardless of whether any of the agreements are with a Physician
    or with a medical group, including, but not limited to,
    agreements for the services of a medical



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    director for the Clinic and “joiner” agreements with
    Physicians in the same medical practice as a medical director of
    the Clinic.






		
	K.	
    “Clinic To Be Divested” and “Clinics To Be
    Divested” means the Appendix A Clinics.
	 
	L.	
    “Contract Services” means services performed pursuant
    to any Clinic’s Physician Contract..
	 
	M.	
    “Divestiture Agreement” and “Divestiture
    Agreements” mean any agreement pursuant to which Fresenius
    divests any Appendix A Clinic Assets and the Joint Venture
    Equity Interests pursuant to this Order and with the prior
    approval of the Commission.
	 
	N.	
    “Effective Date” means the date on which Fresenius
    acquires RCG.
	 
	O.	
    “Employee Of A Clinic To Be Divested” and
    “Employee Of The Clinic To Be Divested” mean any
    individual (including, but not limited to, a clinic director,
    manager, nurse, technician, clerk, or social worker) who is not
    a Regional Manager, who is employed by Fresenius, by an
    Acquirer, or by another manager or owner of such Clinic To Be
    Divested, and who has worked part-time or
    full-time on the
    premises of such Clinic To Be Divested at any time since
    October 1, 2005, regardless of whether the individual has
    also worked on the premises of any other Clinic.
	 
	P.	
    “Excluded Assets” means:






			
	 	1.	
    all cash, cash equivalents, and short term investments of cash;
	 
	 	2.	
    accounts receivable;
	 
	 	3.	
    income tax refunds and tax deposits due Fresenius;
	 
	 	4.	
    unbilled costs and fees, and Medicare bad debt recovery claims,
    arising before a Clinic is divested to an Acquirer;
	 
	 	5.	
    Fresenius’s Medical Protocols (except if requested by an
    Acquirer pursuant to Paragraph II.B.17.b. of this Order);
	 
	 	6.	
    rights to the names “Fresenius,” and “Renal Care
    Group” and any variation of those names, and any names,
    phrases, marks, trade names, and trademarks to the extent they
    include the following, “fresenius medical care,”
    “fresenius medical services, “biomedical
    applications,” everest healthcare,”
    “spectra,” “national medical care,”
    “ultraCare;“or “national nephrology
    associates,” “neomedica,” and
    “qualicenters,” and any variation of those names.



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	 	7.	
    insurance policies and all claims thereunder, except as set
    forth in the NRI Divestiture Agreements;
	 
	 	8.	
    prepaid items or rebates;
	 
	 	9.	
    minute books (other than governing body minute books of the
    Clinic To Be Divested), tax returns, and other corporate books
    and records;






			
	 	10.	
    any inter-company
    balances due to or from Fresenius or its affiliates;
	 
	 	11.	
    all benefits plans;
	 
	 	12.	
    all writings and other items that are protected by the
    attorney-client privilege, the attorney work product doctrine or
    any other cognizable privilege or protection, except to the
    extent such information is necessary to the Operation Of A
    Clinic that is divested;
	 
	 	13.	
    telecommunication systems equipment and applications, and
    information systems equipment including, but not limited to
    computer hardware, not physically located at a Clinic To Be
    Divested but shared with the Clinic To Be Divested through local
    and/or wide area networking systems;
	 
	 	14.	
    e-mail addresses and telephone numbers of Fresenius’s
    employees;
	 
	 	15.	
    Software;






			
	 	16.	
    computer hardware used in the Operation Of The Clinic that is
    (a) not located at the Clinic, and (b) not otherwise
    to be divested pursuant to a Divestiture Agreement;






			
	 	17.	
    all Supplier or provider numbers issued to Fresenius or RCG by a
    Supplier or Payor with respect to any Clinic To Be Divested,
    except for Fresenius’s Medicare and Medicaid provider
    numbers for each Clinic To Be Divested, to the extent
    transferable;
	 
	 	18.	
    rights under agreements with Payors and Suppliers that are not
    assignable even if Fresenius and RCG approve such assignment or,
    that, according to their terms, cannot be disclosed to third
    parties even with the permission of Fresenius or RCG to
    make such disclosures;
	 
	 	19.	
    office equipment and furniture that (a) is not, in the
    Ordinary Course Of Business, physically located at the Clinic To
    Be Divested, (b) is shared with Clinics other than the
    Clinic To Be Divested, and (c) is not necessary to the
    Operation Of The Clinic To Be Divested;
	 
	 	20.	
    Licensed Intangible Property (subject to the requirements of
    Paragraph II.B.15);



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	 	21.	
    Unrelated Intangible Property;
	 
	 	22.	
    Intangible Property not relating exclusively to the Operation Of
    The Clinic (subject to the requirements of
    Paragraph II.B.18); and
	 
	 	23.	
    strategic planning documents that






			
	 	a.	
    Relate To the Operation Of The Clinic other than the Clinic To
    Be Divested, and
	 
	 	b.	
    are not located on the premises of the Clinic To Be Divested.






		
	Q.	
    “Fresenius Employee Of A Clinic To Be Divested” and
    “Fresenius Employee Of The Clinic To Be Divested”
    means an Employee Of A Clinic To Be Divested who is employed by
    Fresenius.
	 
	R.	
    “Fresenius’s Medical Protocols” means medical
    protocols promulgated by either Fresenius or RCG, whether in
    hard copy or embedded in software, that have been in effect at
    any time since October 1, 2005. PROVIDED, HOWEVER,
    “Fresenius’s Medical Protocols” does not mean
    medical protocols adopted or promulgated, at any time, by any
    Physician or by any Acquirer, even if such medical protocols are
    identical, in whole or in part, to medical protocols promulgated
    by either Fresenius or RCG
	 
	S.	
    “Governmental Approvals” means any permissions or
    sanctions issued by any government or governmental organization,
    including, but not limited to, licenses, permits,
    accreditations, authorizations, registrations, certifications,
    certificates of occupancy, and certificates of need.
	 
	T.	
    “Government Approvals For Continued Operation” means
    any Governmental Approvals, other than Government Approvals For
    Divestiture, that an Acquirer must have to continue to operate a
    Clinic To Be Divested.
	 
	U.	
    “Governmental Approvals For Divestiture” means any
    Governmental Approvals that an Acquirer must have to own, and to
    initially operate, a Clinic To Be Divested, including, but not
    limited to,
    state-issued licenses
    and state-issued
    certificates of need.
	 
	V.	
    “Illinois Clinic Assets” means the Clinics listed in
    Appendix C, and all Assets Associated with those Clinics.
	 
	W.	
    “Illinois Governmental Approvals For Divestiture”
    means any Governmental Approvals For Divestiture issued by the
    State of Illinois.



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	X.	
    “Illinois Joint Venture Equity Interest” means the
    joint venture equity interest owned by RCG in each of the
    following joint ventures located in the State of Illinois:
    (1) Renal Care Group Buffalo Grove, LLC, and (2) Renal
    Care Group Schaumburg, LLC.
	 
	Y.	
    “Intangible Property” means intangible property
    Relating To the Operation Of A Clinic To Be Divested including,
    but not limited to, intellectual property, software, computer
    programs, patents, know-how, goodwill, technology, trade
    secrets, technical information, marketing information,
    protocols, quality control information, trademarks, trade names,
    service marks, logos, and the modifications or improvements to
    such intangible property.
	 
	Z.	
    “Joint Venture Equity Interest” means the joint
    venture equity interest owned by RCG in each of the following
    joint ventures: (1) RCG Brandon LLC
    (Brandon, MS), (2) Renal Care Group
    Schaumburg, LLC, (3) Brownsville Kidney Center, Ltd.,
    (4) El Paso Kidney Center East, Ltd.,
    (5) Renal Care Group Buffalo Grove, LLC,
    (6) Renal Care Group South Tampa, LLC, (7) Renal
    Care Group Canton, LLC (Georgia), (8) Renal Care Group
    Galleria, LLC., and (9) Summit Renal Care, LLC.
    The joint ventures are more fully described in Appendix D.
	 
	AA.	
    “Licensed Intangible Property” means intangible
    property licensed to Fresenius from a third party Relating To
    the Operation Of A Clinic To Be Divested including, but not
    limited to, intellectual property, software, computer programs,
    patents, know-how, goodwill, technology, trade secrets,
    technical information, marketing information, protocols, quality
    control information, trademarks, trade names, service marks,
    logos, and the modifications or improvements to such intangible
    property that are licensed to Fresenius. “Licensed
    Intangible Property” does not mean modifications and
    improvements to intangible property that are not licensed to
    Fresenius, or Unrelated Intangible Property.
	 
	BB.	
    “Material Confidential Information” means
    competitively sensitive, proprietary, and all other information
    that is not in the public domain owned by or pertaining to a
    Person or a Person’s business, and includes, but is not
    limited to, all customer lists, price lists, contracts, cost
    information, marketing methods, patents, technologies,
    processes, or other trade secrets.
	 
	CC.	
    “Monitor Agreement” means the Monitor Agreement dated
    March 7, 2006, between Fresenius, and Richard A.
    Shermer, of R. Shermer & Co. The Monitor
    Agreement is attached as Appendix E to this Order.
	 
	DD.	
    “NRI” means National Renal Institutes, Inc., located
    at 511 Union Street, Suite 1800, Nashville,
    TN 37219, and which is a wholly owned subsidiary of
    DSI Holding Company, Inc.
	 
	EE.	
    “NRI Divestiture Agreements” means the Amended
    and Restated Asset Purchase Agreement dated March 9, 2006,
    but effective as of February 14, 2006, by and among
    National Renal Institutes, Inc., Renal Care
    Group, Inc. and Fresenius Medical Care Holdings, Inc.,
    including



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    all Exhibits (including, but not limited to, the Assignment and
    Assumption Agreement, Bill of Sale, License Agreement,
    Transition Services Agreement, Escrow Agreement, Lab Services
    Agreement, Supply Agreement, Transfer Documents for Real
    Property, and Partial Waiver Agreement) and Schedules.






		
	FF.	
    “Operation Of A Clinic” and “Operation Of The
    Clinic” mean all activities Relating To the business of a
    Clinic, including, but not limited to:






			
	 	1.	
    attracting patients to the Clinic for dialysis services,
    providing dialysis services to patients of the Clinic, and
    dealing with their Physicians, including, but not limited to,
    services Relating To hemodialysis and peritoneal dialysis;
	 
	 	2.	
    providing medical products to patients of the Clinic;
	 
	 	3.	
    maintaining the equipment on the premises of the Clinic,
    including, but not limited to, the equipment used in providing
    dialysis services to patients;
	 
	 	4.	
    purchasing supplies and equipment for the Clinic;
	 
	 	5.	
    negotiating leases for the premises of the Clinic;
	 
	 	6.	
    providing counseling and support services to patients receiving
    products or services from the Clinic;
	 
	 	7.	
    contracting for the services of medical directors for the Clinic;
	 
	 	8.	
    dealing with Payors that pay for products or services offered by
    the Clinic, including but not limited to, negotiating contracts
    with such Payors and submitting claims to such Payors; and
	 
	 	9.	
    dealing with Governmental Approvals Relating To the Clinic or
    that otherwise regulate the Clinic.






		
	GG.	
    “Ordinary Course Of Business” means actions taken by
    any Person in the ordinary course of the normal day-to-day
    Operation Of The Clinic that are consistent with past practices
    of



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    such Person in the Operation Of The Clinic, including, but not
    limited to past practice with respect to amount, timing, and
    frequency.






		
	HH.	
    “Other Contracts Of Each Clinic To Be Divested” means
    all contracts Relating To the Operation Of A Clinic, where such
    Clinic is a Clinic To Be Divested — including, but not
    limited to, contracts for goods and services provided to the
    Clinic and contracts with Payors — but does not mean
    the Clinic’s Physician Contracts and the leases for the
    Real Property Of The Clinic.
	 
	II.	
    “Payor” means any Person that purchases, reimburses
    for, or otherwise pays for medical goods or services for
    themselves or for any other person, including, but not limited
    to: health insurance companies; preferred provider
    organizations; point of service organizations; prepaid hospital,
    medical, or other health service plans; health maintenance
    organizations; government health benefits programs; employers or
    other persons providing or administering self-insured health
    benefits programs; and patients who purchase medical goods or
    services for themselves.
	 
	JJ.	
    “Person” means any natural person, partnership,
    corporation, association, trust, joint venture, government,
    government agency, or other business or legal entity.
	 
	KK.	
    “Physician” means a doctor of allopathic
    medicine (“M.D.”) or a doctor of osteopathic
    medicine (“D.O.”).
	 
	LL.	
    “Real Property Of The Clinic” means real property on
    which, or in which, the Clinic is located, including real
    property used for parking and for other functions Relating To
    the Operation Of The Clinic.
	 
	MM.	
    “Relating To” means pertaining in any way to, and is
    not limited to that which pertains exclusively to or primarily
    to.
	 
	NN.	
    “Regional Manager” means any individual who has been
    employed by Fresenius or RCG with supervisory
    responsibility for three or more Clinics.
	 
	OO.	
    “Regional Manager Of A Clinic To Be Divested” and
    “Regional Manager Of The Clinic To Be Divested” mean a
    Regional Manager who has had direct supervisory responsibility
    for a Clinic To Be Divested at any time since October 1,
    2005.



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	PP.	
    “Software” means executable computer code and the
    documentation for such computer code, but does not mean data
    processed by such computer code.
	 
	QQ.	
    “Supplier” means any Person that has sold to Fresenius
    or RCG any goods or services, other than Physician
    services, for use in a Clinic To Be Divested. PROVIDED,
    HOWEVER, “Supplier” does not mean an employee of
    Fresenius or RCG.
	 
	RR.	
    “Time Of Divestiture” means with respect to an
    Appendix A Clinic or a Joint Venture Equity Interest, the
    date upon which a Clinic or a Joint Venture Equity Interest is
    divested to an Acquirer pursuant to this Order.
	 
	SS.	
    “Unrelated Intangible Property” means Intangible
    Property that is Relating To:






			
	 	1.	
    Renal products produced and sold by Fresenius including, but not
    limited to, dialyzers, bloodlines, hemodialysis machines,
    peritoneal dialysis cyclers, catheters and tubing, concentrates,
    water treatment systems and dialysis fluids;
	 
	 	2.	
    Clinical laboratory testing services provided by Fresenius-owned
    laboratories;
	 
	 	3.	
    Perfusion services provided by Fresenius, including without
    limitation, operation of heart and lung machines during surgery;
	 
	 	4.	
    Auto transfusion services and products provided by Fresenius,
    including without limitation, blood processing devices allowing
    reinfusion of blood lost during surgery;
	 
	 	5.	
    Ambulatory surgery services performed by Fresenius;
	 
	 	6.	
    Disease and case management administrative and coordination
    services provided by Fresenius;
	 
	 	7.	
    Pharmaceuticals produced and sold by Fresenius, including
    without limitation, peritoneal dialysis solutions,
    Vitamin D analogues and phosphate binders;
	 
	 	8.	
    Biologicals produced and sold by Fresenius, including without
    limitation, therapies and products for the treatment of cancer
    and immunosuppression in organ and bone marrow transplantation;



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	 	9.	
    Hospital and pharmaceutical industry facility development,
    engineering and management services provided by Fresenius;






			
	 	10.	
    Infusion therapy and products provided by Fresenius, including
    without limitation, anesthesia, electrolyte and glucose infusion
    solutions and nutritional infusion solutions;
	 
	 	11.	
    Nutrition therapies and products provided by Fresenius,
    including without limitation, feeding tubes, feeding pumps,
    artificial feeding products and services;
	 
	 	12.	
    Cell separation therapy and products provided by Fresenius,
    including without limitation, removal of diseased cells from
    blood in leukemia and auto-immune disease applications;
	 
	 	13.	
    Adsorption therapies and products provided by Fresenius,
    including without limitation, products and therapies for the
    removal of undesirable substances from the blood (e.g.,
    cholesterol) and products and therapies for the treatment of
    arthritis;
	 
	 	14.	
    Blood bank products and services provided by Fresenius,
    including without limitation, blood collection and storage
    services and products and blood transfusion services and
    products;
	 
	 	15.	
    Hydroxyethyl starch (HES) substitutes produced and sold by
    Fresenius, which are maize-based solutions that can compensate
    for deficient blood volume and improve blood viscosity; and/or
	 
	 	16.	
    Genetic engineering, antibody and cell therapy products for the
    treatment of cancer currently under development by Fresenius.




II.



      
IT IS FURTHER ORDERED that:




A.   Fresenius shall:



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	 	1.	
    within ten (10) days after the Effective Date, divest
    to NRI, absolutely, and in good faith, pursuant to and in
    accordance with the NRI Divestiture Agreements:






			
	 	a.	
    all the Appendix A Clinic Assets, except for the Illinois
    Clinic Assets, as
    on-going businesses; and
	 
	 	b.	
    all of its Joint Venture Equity Interests, except for the
    Illinois Joint Venture Equity Interests;






		
	 	
    PROVIDED, HOWEVER, if, at the time the Commission makes this
    Order final, the Commission determines that NRI is not an
    acceptable acquirer or that the NRI Divestiture Agreements
    are not an acceptable manner of divestiture, and so notifies
    Fresenius, then Fresenius shall within six (6) months of
    the date Fresenius receives notice of such determination from
    the Commission, divest the Appendix A Clinic Assets, except
    for the Illinois Clinic Assets, absolutely and in good faith, at
    no minimum price, as
    on-going businesses and
    the Joint Venture Equity Interests, except for the Illinois
    Joint Venture Equity Interests, absolutely and in good faith, at
    no minimum price, to an Acquirer or Acquirers that receive the
    prior approval of the Commission and only in a manner that
    receives the prior approval of the Commission;






			
	 	2.	
    within ninety (90) days after the Effective Date, divest
    to NRI, absolutely, and in good faith, pursuant to and in
    accordance with the NRI Divestiture Agreements, the
    Illinois Clinic Assets, as
    on-going businesses,
    and the Illinois Joint Venture Equity Interests;






		
	 	
    PROVIDED, HOWEVER, if, at the time the Commission makes this
    Order final, the Commission determines that NRI is not an
    acceptable acquirer or that the NRI Divestiture Agreements
    are not an acceptable manner of divestiture, and so notifies
    Fresenius, then Fresenius shall within eight (8) months of
    the date Fresenius receives notice of such determination from
    the Commission, divest the Illinois Clinic Assets absolutely and
    in good faith, at no minimum price, as on-going businesses, and
    the Illinois Joint Venture Equity Interests absolutely and in
    good faith, at no minimum price, to an Acquirer or Acquirers
    that receive the prior approval of the Commission and only in a
    manner that receives the prior approval of the Commission.






			
	 	3.	
    The NRI Divestiture Agreements are incorporated by
    reference into this Order and made a part hereof as
    Non-Public
    Appendix F. Any failure by Fresenius to comply with the
    NRI Divestiture Agreements shall constitute a failure to
    comply with the Order. The NRI Divestiture Agreements shall
    not vary or contradict, or be construed to vary or contradict,
    the terms of this Order. Nothing in this Order shall reduce, or
    be construed to



13







 






		
	 	
    reduce, any rights or benefits of NRI, or any obligations
    of Fresenius, under the NRI Divestiture Agreements.






			
	 	4.	
    If Fresenius has divested the Appendix A Clinic Assets and
    the Joint Venture Equity Interests to NRI prior to the date
    this Order becomes final, and if, at the time the Commission
    makes this Order final, the Commission determines that
    NRI is not an acceptable acquirer or that the
    NRI Divestiture Agreements are not an acceptable manner of
    divestiture, and so notifies Fresenius, then Fresenius shall
    within three (3) business days of receiving such
    notification, rescind the transaction with NRI and shall
    divest the Appendix A Clinic Assets and the Joint Venture
    Equity Interests in accordance with the provisos to
    Paragraphs II.A.1 and II.A.2 of this Order.
	 
	 	5.	
    If Fresenius has divested to NRI the following Clinics in
    Rhode Island: North Providence (1635 Mineral Spring Avenue,
    Providence, RI 02904) and Providence (45 Hemingway
    Drive, Providence, RI 02915) and the Assets Associated with
    such Clinics (collectively, the “Rhode Island Clinic
    Assets”), and:






			
	 	a.	
    if, after such divestiture, the Rhode Island Department of
    Health determines that NRI is not an acceptable acquirer or
    that the NRI Divestiture Agreements relating to the Rhode Island
    Clinic Assets are not an acceptable manner of divestiture, and
	 
	 	b.	
    the Rhode Island Department of Health so notifies Fresenius that
    it must reacquire the Rhode Island Clinic Assets,
	 
	 	c.	
    then Fresenius shall, within six (6) months of the date
    Fresenius receives notice of such determination from the Rhode
    Island Department of Health, divest the Rhode Island Clinic
    Assets absolutely and in good faith, at no minimum price, as
    on-going businesses, to an Acquirer or Acquirers that receive
    the prior approval of the Commission and only in a manner that
    receives the prior approval of the Commission. PROVIDED,
    HOWEVER, unless otherwise prohibited by the Rhode Island
    Department of Health, NRI shall continue to manage such
    Clinics pending divestiture.






		
	B.	
    Fresenius shall divest the Assets To Be Divested on the terms
    set forth in this Paragraph II.B, in addition to other
    terms that may be required by this Order and by the Divestiture
    Agreements; and Fresenius shall agree with the Acquirers, as
    part of the Divestiture Agreements, to comply with the terms set
    forth in this Paragraph II.B.



14







 






			
	 	1.	
    Fresenius shall place no restrictions on the use by any Acquirer
    of any of the Assets To Be Divested or any of the Clinics To Be
    Divested.
	 
	 	2.	
    Fresenius shall cooperate with the Acquirer and assist the
    Acquirer, at no cost to the Acquirer, at the Time Of Divestiture
    of each Clinic To Be Divested, in obtaining all Government
    Approvals For Divestiture, and all Government Approvals For
    Continued Operation, for each Clinic To Be Divested.
	 
	 	3.	
    Fresenius shall, at the Time Of Divestiture of each Clinic To Be
    Divested and each Joint Venture Equity Interest:






			
	 	a.	
    assign to the Acquirer all rights, title, and interest to leases
    for the Real Property Of The Clinic, and shall obtain all
    approvals necessary for such assignments; PROVIDED,
    HOWEVER, that (1) if the Acquirer obtains all rights,
    title, and interest to a lease for Real Property Of A Clinic To
    Be Divested before the Assets To Be Divested are divested
    pursuant to Paragraph II.A. of this Order, and (2) the
    Acquirer certifies its receipt of such lease and attaches it as
    part of the Divestiture Agreement, then Fresenius shall not be
    required to make the assignments for such Clinic To Be Divested
    as required by this Paragraph II.B.3.a; and
	 
	 	b.	
    assign to the Acquirer all of the Clinic’s Physician
    Contracts, and shall obtain all approvals necessary for such
    assignment; PROVIDED, HOWEVER, that (1) if the
    Acquirer enters into a Clinic’s Physician Contract for a
    Clinic To Be Divested before the Assets To Be Divested are
    divested pursuant to Paragraph II.A. of this Order, and
    (2) the Acquirer certifies its receipt of such contract and
    attaches it as part of the Divestiture Agreement, then Fresenius
    shall not be required to make the assignment for such Clinic To
    Be Divested as required by this Paragraph II.B.3.b; and
	 
	 	c.	
    shall obtain all approvals by joint venture partners necessary
    for the Acquirer to acquire the Clinics To Be Divested that are
    owned by a joint venture, and shall assign all such approvals to
    the Acquirer; and
	 
	 	d.	
    shall obtain all approvals by joint venture partners necessary
    for the Acquirer of Joint Venture Equity Interests to jointly
    own and operate the Clinics owned by the joint venture, and
    shall assign all such approvals to the Acquirer.






			
	 	4.	
    With respect to all Other Contracts Of Each Clinic To Be
    Divested, Fresenius shall, at the Acquirer’s option and at
    the Time Of Divestiture of each Clinic To Be Divested:



15







 






			
	 	a.	
    if such contract can be assigned without third party approval,
    assign its rights under the contract to the Acquirer; and
	 
	 	b.	
    if such contract can be assigned to the Acquirer only with third
    party approval, assist and cooperate with the Acquirer in
    obtaining:






			
	 	(1)	
    such third party approval and in assigning the contract to the
    Acquirer; or
	 
	 	(2)	
    a new contract.






			
	 	5.	
    Fresenius shall:






			
	 	a.	
    at the Time Of Divestiture of each Clinic To Be Divested,
    provide to the Acquirer of such Clinic contact information about
    Payors and Suppliers for the Clinic; and
	 
	 	b.	
    not object to the sharing of Payor and Supplier contract terms
    Relating To the Clinics To Be Divested (i) if the Payor or
    Supplier consents in writing to such disclosure upon a request
    by the Acquirer, and (ii) if the Acquirer enters into a
    confidentiality agreement with Fresenius not to disclose the
    information to any third party.






			
	 	6.	
    Until sixty (60) days after the Time Of Divestiture of each
    Clinic To Be Divested, Fresenius shall:






			
	 	a.	
    facilitate interviews between each Fresenius Employee Of A
    Clinic To Be Divested and the Acquirer of the Clinic, and shall
    not discourage such employee from participating in such
    interviews; and
	 
	 	b.	
    not interfere in employment negotiations between each Fresenius
    Employee Of A Clinic To Be Divested and the Acquirer of the
    Clinic.






			
	 	7.	
    With respect to each Fresenius Employee Of A Clinic To Be
    Divested who receives, within sixty (60) days of the Time
    Of Divestiture of any Clinic at which he or she is employed, an
    offer of employment from the Acquirer of that Clinic:



16







 






			
	 	a.	
    Fresenius shall not prevent, prohibit or restrict or threaten to
    prevent, prohibit or restrict the Fresenius Employee Of The
    Clinic To Be Divested from being employed by the Acquirer of the
    Clinic, and shall not offer any incentive to the Fresenius
    Employee Of The Clinic To Be Divested to decline employment with
    the Acquirer of the Clinic;
	 
	 	b.	
    if the Fresenius Employee Of The Clinic To Be Divested accepts
    such offer of employment from the Acquirer, Fresenius shall
    cooperate with the Acquirer of the Clinic in effecting transfer
    of the Fresenius Employee Of The Clinic To Be Divested to the
    employ of the Acquirer of the Clinic;
	 
	 	c.	
    Fresenius shall eliminate any contractual provisions or other
    restrictions that would otherwise prevent the Fresenius Employee
    Of The Clinic To Be Divested from being employed by the Acquirer
    of the Clinic;
	 
	 	d.	
    Fresenius shall eliminate any confidentiality restrictions that
    would prevent the Fresenius Employee Of The Clinic To Be
    Divested who accepts employment with the Acquirer of the Clinic
    from using or transferring to the Acquirer any information
    Relating To the Operation Of The Clinic; and
	 
	 	e.	
    Fresenius shall pay, for the benefit of any Fresenius Employee
    Of The Clinic To Be Divested who accepts employment with the
    Acquirer of the Clinic, all accrued bonuses, vested pensions,
    and other accrued benefits, except extended sick leave, as to
    which NRI shall be solely responsible for its payment
    in full.






			
	 	8.	
    For a period of two (2) years following the Time Of
    Divestiture of each Clinic To Be Divested, Fresenius shall not,
    directly or indirectly, solicit, induce, or attempt to solicit
    or induce any Employee Of A Clinic To Be Divested who is
    employed by the Acquirer to terminate his or her employment
    relationship with the Acquirer, unless that employment
    relationship has already been terminated by the Acquirer;
    PROVIDED, HOWEVER, Fresenius may make general
    advertisements for employees including, but not limited to, in
    newspapers, trade publications, websites, or other media not
    targeted specifically at Acquirer’s employees; PROVIDED,
    FURTHER, HOWEVER, Fresenius may hire employees who apply for
    employment with Fresenius, as long as such employees were not
    solicited by Fresenius in violation of this
    Paragraph II.B.8; PROVIDED, FURTHER, HOWEVER,
    Fresenius may offer employment to an Employee Of A Clinic To
    Be Divested who is employed by the Acquirer in only a part-time
    capacity, if the employment offered by Fresenius would not, in
    any way, interfere with the employee’s ability to fulfill
    his or her employment responsibilities to the Acquirer.



17







 






			
	 	9.	
    For a period of not less than
    forty-five
    (45) days, which period may begin prior to the signing of
    the Consent Agreement and which shall end no earlier than ten
    (10) days after the Time Of Divestiture of each Clinic To
    Be Divested (“Forty-Five Day Hiring Period”),
    Fresenius shall:






			
	 	a.	
    facilitate interviews between each Regional Manager Of A Clinic
    To Be Divested and the Acquirer of the Clinic, and shall not
    discourage such Regional Manager from participating in such
    interviews; and
	 
	 	b.	
    not interfere in employment negotiations between each Regional
    Manager Of A Clinic To Be Divested and the Acquirer of the
    Clinic.






		
	 	
    PROVIDED, HOWEVER, the terms of this Paragraph II.B.9 shall
    not apply after Acquirers have hired ten (10) Regional
    Managers who were each previously employed by Fresenius or RCG
    at any time since October 1, 2005.






			
	 	10.	
    With respect to each Regional Manager Of A Clinic To Be Divested
    who receives, within the
    Forty-Five Day Hiring
    Period required by Paragraph II.B.9. of this Order an offer
    of employment from the Acquirer of that Clinic:






			
	 	a.	
    Fresenius shall not prevent, prohibit or restrict or threaten to
    prevent, prohibit or restrict the Regional Manager Of The Clinic
    To Be Divested from being employed by the Acquirer of the
    Clinic, and shall not offer any incentive to the Regional
    Manager Of The Clinic To Be Divested to decline employment with
    the Acquirer of the Clinic;
	 
	 	b.	
    if the Regional Manager Of The Clinic To Be Divested accepts
    such offer of employment from the Acquirer, Fresenius shall
    cooperate with the Acquirer of the Clinic in effecting transfer
    of the Regional Manager Of The Clinic To Be Divested to the
    employ of the Acquirer of the Clinic;
	 
	 	c.	
    Fresenius shall eliminate any contractual provisions or other
    restrictions that would otherwise prevent the Regional Manager
    Of The Clinic To Be Divested from being employed by the Acquirer
    of the Clinic;
	 
	 	d.	
    Fresenius shall eliminate any confidentiality restrictions that
    would prevent the Regional Manager Of The Clinic To Be Divested
    who accepts employment with the



18







 






		
	 	
    Acquirer of the Clinic from using or transferring to the
    Acquirer any information Relating To the Operation Of The Clinic;






			
	 	e.	
    Fresenius shall pay, for the benefit of any Regional Manager Of
    The Clinic To Be Divested who accepts employment with the
    Acquirer of the Clinic, all accrued bonuses, vested pensions and
    other accrued benefits, except extended sick leave, as to which
    NRI shall be solely responsible for its payment in full; and
	 
	 	f.	
    for a period of two (2) years following the Time Of
    Divestiture of the Clinic To Be Divested, Fresenius shall not,
    directly or indirectly, solicit, induce, or attempt to solicit
    or induce any Regional Manager of the Acquirer who was
    previously a Regional Manager of A Clinic To Be Divested to
    terminate his or her employment relationship with the Acquirer
    unless the individual has been terminated by the Acquirer;
    PROVIDED, HOWEVER, Fresenius may make general
    advertisements for Regional Managers including, but not limited
    to, in newspapers, trade publications, websites, or other media
    not targeted specifically at Acquirer’s Regional Managers;
    PROVIDED, FURTHER, HOWEVER,Fresenius may hire Regional
    Managers who apply for employment with Fresenius, as long as
    such Regional Managers were not solicited by Fresenius in
    violation of this Paragraph II.B.10.f.






		
	 	
    PROVIDED, HOWEVER, after the Acquirer has hired ten
    (10) Regional Managers who were each previously employed by
    Fresenius or RCG at any time since October 1, 2005,
    the terms of this Paragraph II.B.10 shall apply only to
    those ten (10) Regional Managers hired by the Acquirer.






			
	 	11.	
    With respect to each Physician who has provided services to a
    Clinic To Be Divested pursuant to any of the Clinic’s
    Physician Contracts in effect at any time during the four
    (4) months preceding the Time Of Divestiture of the Clinic
    (“Contract Physician”):






			
	 	a.	
    Fresenius shall not offer any incentive to the Contract
    Physician, the Contract Physician’s practice group, or
    other members of the Contract Physician’s practice group to
    decline to provide services to the Clinic To Be Divested, and
    shall eliminate any confidentiality restrictions that would
    prevent the Contract Physician, the Contract Physician’s
    practice group, or other members of the Contract
    Physician’s practice group from using or transferring to
    the Acquirer of the Clinic To Be Divested any information
    Relating To the Operation Of The Clinic; and
	 
	 	b.	
    For a period of three (3) years following the Time Of
    Divestiture of each Clinic To Be Divested, Fresenius shall not
    contract for the services of the Contract Physician,



19







 






		
	 	
    the Contract Physician’s practice group, or other members
    of the Contract Physician’s practice group for the
    provision of Contract Services to be performed in any of the
    areas listed in Appendix B of this Order that correspond to
    such Clinic. PROVIDED, HOWEVER, if the Contract
    Physician, or the Contract Physician’s practice group, or
    other members of the Contract Physician’s practice group
    were providing services to one or more Clinics, other than or in
    addition to a Clinic To Be Divested, pursuant to a contract with
    Fresenius or RCG in effect as of October 1, 2005, then
    Fresenius may continue to contract with such Contract
    Physicians, or the Contract Physician’s practice group, or
    other members of the Contract Physician’s practice group
    for services to be provided to such other or additional Clinics;






			
	 	12.	
    With respect to Material Confidential Information relating
    exclusively to any of the Clinics To Be Divested, Fresenius
    shall:






			
	 	a.	
    not disclose such information to any Person other than the
    Acquirer of such Clinic;
	 
	 	b.	
    after the Time Of Divestiture of such Clinic:






			
	 	(1)	
    not use such information for any purpose other than complying
    with the terms of this Order or with any law; and
	 
	 	(2)	
    destroy all records of such information, except to the extent
    that: (1) Fresenius is required by law to retain such
    information, and (2) Fresenius’s inside or outside
    attorneys may keep one copy solely for archival purposes, but
    may not disclose such copy to the rest of Fresenius.






			
	 	13.	
    At the Time Of Divestiture of each Clinic To Be Divested,
    Fresenius shall provide the Acquirer of the Clinic with manuals,
    instructions, and specifications sufficient for the Acquirer to
    access and use any information






			
	 	a.	
    divested to the Acquirer pursuant to this Order, or
	 
	 	b.	
    in the possession of the Acquirer, and previously used by
    Fresenius or RCG in the Operation Of The Clinic.






			
	 	14.	
    For two (2) years following the Time Of Divestiture of each
    Clinic To Be Divested, Fresenius shall not solicit the business
    of any patients that received any goods or services



20







 






		
	 	
    from such Clinic between October 1, 2005, and the date of
    such divestiture, PROVIDED, HOWEVER, Fresenius may (i) make
    general advertisements for the business of such patients
    including, but not limited to, in newspapers, trade
    publications, websites, or other media not targeted specifically
    at such patients, and (ii) provide advertising and
    promotions directly to any patient that initiates discussions
    with, or makes a request to, any Fresenius employee.






			
	 	15.	
    Fresenius shall convey to each Acquirer of a Clinic To Be
    Divested the right to use any Licensed Intangible Property (to
    the extent permitted by the
    third-party licensor),
    if such right is needed for the Operation Of The Clinic by the
    Acquirer and if the Acquirer is unable, using commercially
    reasonable efforts, to obtain equivalent rights from other third
    parties on commercially reasonable terms and conditions.
	 
	 	16.	
    Fresenius shall do nothing to prevent or discourage Suppliers
    that, prior to the Time Of Divestiture of any Clinic To Be
    Divested, supplied goods and services for use in any Clinic To
    Be Divested from continuing to supply goods and services for use
    in such Clinic.
	 
	 	17.	
    With respect to Fresenius’s Medical Protocols:






			
	 	a.	
    Fresenius shall retain a copy of Fresenius’s Medical
    Protocols until six (6) months after all of the Assets To
    Be Divested have been divested pursuant to this Order;
	 
	 	b.	
    If any Acquirer of a Clinic To Be Divested requests in writing
    to Fresenius, within six (6) months of the Time Of
    Divestiture of that Clinic to that Acquirer, that Fresenius
    license a copy of Fresenius’s Medical Protocols to that
    Acquirer, Fresenius shall within five (5) business days of
    such request, grant to that Acquirer a
    royalty-free,
    perpetual, worldwide license for the use, without any
    limitation, of Fresenius’s Medical Protocols (including the
    right to transfer or sublicense such protocols, exclusively or
    nonexclusively, to others by any means); and
	 
	 	c.	
    Fresenius shall create no disincentive for any Acquirer of a
    Clinic To Be Divested to make such a request for a license for
    Fresenius’s Medical Protocols, and shall not enter into any
    agreement or understanding with any Acquirer that the Acquirer
    not make such a request.






			
	 	18.	
    Fresenius shall grant a royalty-free perpetual worldwide license
    for the use, without any limitation, of all Intangible Property
    (other than Software, Licensed Intangible Property, and
    Unrelated Intangible Property) not relating exclusively to the
    Operation Of The



21







 



            
 Clinic (including the right to transfer or sublicense such
license rights in such Intangible Property, exclusively or
nonexclusively, to others by any means).






		
	C.	
    Fresenius shall not acquire RCG until it has obtained for
    all Clinics To Be Divested and all Joint Venture Equity
    Interests:






			
	 	1.	
    all Governmental Approvals For Divestiture necessary for the
    Acquirers of such Clinics to be able to own, and immediately
    operate, the Clinics; PROVIDED, HOWEVER, Fresenius shall
    not be required to obtain Illinois Governmental Approvals For
    Divestiture prior to acquiring RCG;
	 
	 	2.	
    all approvals for assignment of the leases for the Real Property
    Of The Clinics, as required by Paragraph II.B.3.a of this
    Order;
	 
	 	3.	
    all approvals for the assignment of the Clinic’s Physician
    Contracts, as required by Paragraph II.B.3.b of this Order;
    and
	 
	 	4.	
    all approvals by joint venture partners necessary for
    (a) the Acquirer of such Clinics to be able to acquire the
    Clinics from the joint venture, and (b) the Acquirer of
    such Joint Venture Equity Interests to jointly own and operate
    the Clinics with the joint venture partners, as required by
    Paragraphs II.B.3.c and II.B.3.d of this Order.






		
	 	
    Copies of all such approvals shall be incorporated into the
    Divestiture Agreements as appendices.






		
	D.	
    The purpose of Paragraph II of this Order is to ensure the
    continuation of the Clinics To Be Divested as, or as part of,
    ongoing viable enterprises engaged in the same business in which
    such assets were engaged at the time of the announcement of the
    acquisition by Fresenius of RCG, to ensure that the Clinics
    To Be Divested are operated independently of, and in competition
    with, Fresenius, and to remedy the lessening of competition
    alleged in the Commission’s Complaint.



22







 




III.



      
IT IS FURTHER ORDERED that, for a period of five
(5) years from the date this Order is issued, Fresenius
shall not, without providing advance written notification to the
Commission in the manner described in this paragraph, directly
or indirectly:






		
	A.	
    acquire any assets of or financial interest in any Clinic
    located in any of the areas listed in Appendix B of this
    Order; or
	 
	B.	
    enter into any contract to participate in the management or
    Operation Of A Clinic located in any of the areas listed in
    Appendix B of this Order, except to the extent that the
    contract relates exclusively to:






			
	 	1.	
    off-site lab services
    or social worker support materials; or
	 
	 	2.	
    billing services, collection services, bookkeeping services,
    accounting services, supply purchasing and logistics services,
    or the preparation of financial reports and accounts receivable
    reports (collectively “Such Services”), where
    appropriate firewalls and confidentiality agreements are
    implemented to prevent Material Confidential Information of the
    Clinic from being disclosed to anyone participating in any way
    in the operation or management of any Clinic owned by Fresenius
    or any Clinic other than the Clinic to which Such Services are
    being provided.




Said advance written notification shall contain (i) either
a detailed term sheet for the proposed acquisition or the
proposed agreement with all attachments, and (ii) documents
that would be responsive to Item 4(c) of the Premerger
Notification and Report Form under the Hart-Scott-Rodino
Premerger Notification Act, Section 7A of the Clayton Act,
15 U.S.C. § 18a, and Rules, 16 C.F.R.
§ 801-803, relating to the proposed transaction
(hereinafter referred to as “the Notification),
PROVIDED, HOWEVER, (i) no filing fee will be
required for the Notification, (ii) an original and one
copy of the Notification shall be filed only with the Secretary
of the Commission and need not be submitted to the United States
Department of Justice, and (iii) the Notification is
required from Fresenius and not from any other party to the
transaction. Fresenius shall provide the Notification to the
Commission at least thirty (30) days prior to consummating
the transaction (hereinafter referred to as the “first
waiting period”). If, within the first waiting period,
representatives of the Commission make a written request for
additional information or documentary material (within the
meaning of 16 C.F.R. § 803.20), Fresenius shall
not consummate the transaction until thirty (30) days after
submitting such additional information or documentary material.
Early termination of the waiting periods in this paragraph may
be requested and, where appropriate, granted by letter from the
Bureau of Competition.



23







 




PROVIDED, HOWEVER, that prior notification shall
not be required by this paragraph for a transaction for which
Notification is required to be made, and has been made, pursuant
to Section 7A of the Clayton Act, 15 U.S.C.
§ 18a.




IV.



      
IT IS FURTHER ORDERED that:






		
	A.	
    Richard Shermer, of R. Shermer & Co., shall
    be appointed Monitor to assure that Fresenius expeditiously
    complies with all of its obligations and performs all of its
    responsibilities as required by this Order.
	 
	B.	
    No later than one (1) day after this Order is made final,
    Fresenius shall, pursuant to the Monitor Agreement and to this
    Order, transfer to the Monitor all the rights, powers, and
    authorities necessary to permit the Monitor to perform his
    duties and responsibilities in a manner consistent with the
    purposes of this Order.
	 
	C.	
    In the event a substitute Monitor is required, the Commission
    shall select the Monitor, subject to the consent of Fresenius,
    which consent shall not be unreasonably withheld. If Fresenius
    has not opposed, in writing, including the reasons for opposing,
    the selection of a proposed Monitor within ten (10) days
    after notice by the staff of the Commission to Fresenius of the
    identity of any proposed Monitor, Fresenius shall be deemed to
    have consented to the selection of the proposed Monitor. Not
    later than ten (10) days after appointment of a substitute
    Monitor, Fresenius shall execute an agreement that, subject to
    the prior approval of the Commission, confers on the Monitor all
    the rights and powers necessary to permit the Monitor to monitor
    Fresenius’s compliance with the terms of this Order, the
    Order to Maintain Assets, and the Divestiture Agreements in a
    manner consistent with the purposes of this Order.
	 
	D.	
    Fresenius shall consent to the following terms and conditions
    regarding the powers, duties, authorities, and responsibilities
    of the Monitor:






			
	 	1.	
    The Monitor shall have the power and authority to monitor
    Fresenius’s compliance with the terms of this Order, the
    Order to Maintain Assets, and the Divestiture Agreements, and
    shall exercise such power and authority and carry out the duties
    and responsibilities of the Monitor in a manner consistent with
    the purposes of this Order and in consultation with the
    Commission, including, but not limited to:



24







 






			
	 	a.	
    Assuring that Fresenius expeditiously complies with all of its
    obligations and performs all of its responsibilities as required
    by this Order, the Order to Maintain Assets, and the Divestiture
    Agreements;
	 
	 	b.	
    Monitoring any transition services agreements;
	 
	 	c.	
    Assuring that Material Confidential Information is not received
    or used by Fresenius or the Acquirers, except as allowed in this
    Order and in the Order to Maintain Assets, in this matter.






			
	 	2.	
    The Monitor shall act in a fiduciary capacity for the benefit of
    the Commission.
	 
	 	3.	
    The Monitor shall serve for such time as is necessary to monitor
    Fresenius’s compliance with the provisions of this Order,
    the Order to Maintain Assets, and the Divestiture Agreements.
	 
	 	4.	
    Subject to any demonstrated legally recognized privilege, the
    Monitor shall have full and complete access to Fresenius’s
    personnel, books, documents, records kept in the Ordinary Course
    Of Business, facilities and technical information, and such
    other relevant information as the Monitors may reasonably
    request, related to Fresenius’s compliance with its
    obligations under this Order, the Order to Maintain Assets, and
    the Divestiture Agreements. Fresenius shall cooperate with any
    reasonable request of the Monitors and shall take no action to
    interfere with or impede the Monitor’s ability to monitor
    Fresenius’s compliance with this Order, the Order to
    Maintain Assets, and the Divestiture Agreements.
	 
	 	5.	
    The Monitor shall serve, without bond or other security, at the
    expense of Fresenius on such reasonable and customary terms and
    conditions as the Commission may set. The Monitor shall have
    authority to employ, at the expense of Fresenius, such
    consultants, accountants, attorneys and other representatives
    and assistants as are reasonably necessary to carry out the
    Monitors’ duties and responsibilities. The Monitor shall
    account for all expenses incurred, including fees for services
    rendered, subject to the approval of the Commission.
	 
	 	6.	
    Fresenius shall indemnify the Monitor and hold the Monitor
    harmless against any losses, claims, damages, liabilities, or
    expenses arising out of, or in connection with, the performance
    of the Monitor’s duties, including all reasonable fees of
    counsel and other reasonable expenses incurred in connection
    with the preparations for, or defense of, any claim, whether or
    not resulting in any liability, except to the extent that such
    losses,



25







 






		
	 	
    claims, damages, liabilities, or expenses result from
    misfeasance, gross negligence, willful or wanton acts, or bad
    faith by the Monitor.






			
	 	7.	
    Fresenius shall report to the Monitor in accordance with the
    requirements of this Order and/or as otherwise provided in any
    agreement approved by the Commission. The Monitor shall evaluate
    the reports submitted to the Monitor by Fresenius, and any
    reports submitted by the Acquirer with respect to the
    performance of Fresenius’s obligations under this Order,
    the Order to Maintain Assets, and the Divestiture Agreements.
	 
	 	8.	
    Within one (1) month from the date the Monitor is appointed
    pursuant to this paragraph, every sixty (60) days
    thereafter, and otherwise as requested by the Commission, the
    Monitor shall report in writing to the Commission concerning
    performance by Fresenius of its obligations under this Order,
    the Order to Maintain Assets, and the Divestiture Agreements.
	 
	 	9.	
    Fresenius may require the Monitor and each of the Monitor’s
    consultants, accountants, attorneys, and other representatives
    and assistants to sign a customary confidentiality agreement;
    PROVIDED, HOWEVER, such agreement shall not restrict the
    Monitor from providing any information to the Commission.






		
	E.	
    The Commission may, among other things, require the Monitor and
    each of the Monitor’s consultants, accountants, attorneys,
    and other representatives and assistants to sign an appropriate
    confidentiality agreement Relating To Commission materials and
    information received in connection with the performance of the
    Monitor’s duties.
	 
	F.	
    If the Commission determines that the Monitor has ceased to act
    or failed to act diligently, the Commission may appoint a
    substitute Monitor in the same manner as provided in this
    Paragraph IV.
	 
	G.	
    The Commission may on its own initiative, or at the request of
    the Monitor, issue such additional orders or directions as may
    be necessary or appropriate to assure compliance with the
    requirements of this Order, the Order to Maintain Assets, and
    the Divestiture Agreements.
	 
	H.	
    A Monitor appointed pursuant to this Order may be the same
    Person appointed as a trustee pursuant to Paragraph V of
    this Order and may be the same Person or Persons appointed as
    Monitor under the Order to Maintain Assets.



26







 




V.



      
IT IS FURTHER ORDERED that:






		
	A.	
    If Fresenius has not divested, absolutely and in good faith and
    with the Commission’s prior approval, all of the Assets To
    Be Divested pursuant to Paragraph II of this Order, the
    Commission may appoint a trustee to divest any of the Assets To
    Be Divested that have not been divested pursuant to
    Paragraph II of this Order in a manner that satisfies the
    requirements of Paragraph II of this Order. In the event
    that the Commission or the Attorney General brings an action
    pursuant to Section 5(l) of the Federal Trade
    Commission Act, 15 U.S.C. § 45(l), or any
    other statute enforced by the Commission, Fresenius shall
    consent to the appointment of a trustee in such action to divest
    the relevant assets in accordance with the terms of this Order.
    Neither the appointment of a trustee nor a decision not to
    appoint a trustee under this Paragraph shall preclude the
    Commission or the Attorney General from seeking civil penalties
    or any other relief available to it, including a court-appointed
    trustee, pursuant to § 5(l) of the Federal
    Trade Commission Act, or any other statute enforced by the
    Commission, for any failure by Fresenius to comply with this
    Order.
	 
	B.	
    The Commission shall select the trustee, subject to the consent
    of Fresenius, which consent shall not be unreasonably withheld.
    The trustee shall be a Person with experience and expertise in
    acquisitions and divestitures. If Fresenius has not opposed, in
    writing, including the reasons for opposing, the selection of
    any proposed trustee within ten (10) days after receipt of
    notice by the staff of the Commission to Fresenius of the
    identity of any proposed trustee, Fresenius shall be deemed to
    have consented to the selection of the proposed trustee.
	 
	C.	
    Within ten (10) days after appointment of a trustee,
    Fresenius shall execute a trust agreement that, subject to the
    prior approval of the Commission, transfers to the trustee all
    rights and powers necessary to permit the trustee to effect the
    divestitures required by this Order.
	 
	D.	
    If a trustee is appointed by the Commission or a court pursuant
    to this Order, Fresenius shall consent to the following terms
    and conditions regarding the trustee’s powers, duties,
    authority, and responsibilities:






			
	 	1.	
    Subject to the prior approval of the Commission, the trustee
    shall have the exclusive power and authority to divest any of
    the Assets To Be Divested that have not been divested pursuant
    to Paragraph II of this Order.
	 
	 	2.	
    The trustee shall have twelve (12) months from the date the
    Commission approves the trust agreement described herein to
    accomplish the divestiture, which shall be subject to



27







 






		
	 	
    the prior approval of the Commission. If, however, at the end of
    the twelve (12) month period, the trustee has submitted a
    divestiture plan or believes that the divestiture can be
    achieved within a reasonable time, the divestiture period may be
    extended by the Commission; PROVIDED, HOWEVER, the
    Commission may extend the divestiture period only two
    (2) times.






			
	 	3.	
    Subject to any demonstrated legally recognized privilege, the
    trustee shall have full and complete access to the personnel,
    books, records, and facilities related to the relevant assets
    that are required to be divested by this Order, and to any other
    relevant information, as the trustee may request. Fresenius
    shall develop such financial or other information as the trustee
    may request and shall cooperate with the trustee. Fresenius
    shall take no action to interfere with or impede the
    trustee’s accomplishment of the divestiture. Any delays in
    divestiture caused by Fresenius shall extend the time for
    divestiture under this Paragraph V in an amount equal to
    the delay, as determined by the Commission or, for a
    court-appointed
    trustee, by the court.
	 
	 	4.	
    The trustee shall use commercially reasonable best efforts to
    negotiate the most favorable price and terms available in each
    contract that is submitted to the Commission, subject to
    Fresenius’s absolute and unconditional obligation to divest
    expeditiously and at no minimum price. The divestiture shall be
    made in the manner and to an Acquirer or Acquirers as required
    by this Order; PROVIDED, HOWEVER, if the trustee receives
    bona fide offers for particular assets from more than one
    acquiring entity, and if the Commission determines to approve
    more than one such acquiring entity for such assets, the trustee
    shall divest the assets to the acquiring entity selected by
    Fresenius from among those approved by the Commission;
    PROVIDED, FURTHER, HOWEVER, that Fresenius shall select
    such entity within five (5) days of receiving notification
    of the Commission’s approval.
	 
	 	5.	
    The trustee shall serve, without bond or other security, at the
    cost and expense of Fresenius, on such reasonable and customary
    terms and conditions as the Commission or a court may set. The
    trustee shall have the authority to employ, at the cost and
    expense of Fresenius, such consultants, accountants, attorneys,
    investment bankers, business brokers, appraisers, and other
    representatives and assistants as are necessary to carry out the
    trustee’s duties and responsibilities. The trustee shall
    account for all monies derived from the divestiture and all
    expenses incurred. After approval by the Commission and, in the
    case of a court-appointed trustee, by the court, of the account
    of the trustee, including fees for the trustee’s services,
    all remaining monies shall be paid at the direction of
    Fresenius, and the trustee’s power shall be terminated. The
    compensation of the trustee shall be based at least in
    significant part on a commission arrangement contingent on the
    divestiture of all of the relevant assets that are required to
    be divested by this Order.



28







 






			
	 	6.	
    Fresenius shall indemnify the trustee and hold the trustee
    harmless against any losses, claims, damages, liabilities, or
    expenses arising out of, or in connection with, the performance
    of the trustee’s duties, including all reasonable fees of
    counsel and other expenses incurred in connection with the
    preparation for, or defense of, any claim, whether or not
    resulting in any liability, except to the extent that such
    losses, claims, damages, liabilities, or expenses result from
    misfeasance, gross negligence, willful or wanton acts, or bad
    faith by the trustee.
	 
	 	7.	
    The trustee shall have no obligation or authority to operate or
    maintain the relevant assets required to be divested by this
    Order.
	 
	 	8.	
    The trustee shall report in writing to Fresenius and to the
    Commission every sixty (60) days concerning the
    trustee’s efforts to accomplish the divestiture.
	 
	 	9.	
    Fresenius may require the trustee and each of the trustee’s
    consultants, accountants, attorneys, and other representatives
    and assistants to sign a customary confidentiality agreement;
    PROVIDED, HOWEVER, such agreement shall not restrict the
    trustee from providing any information to the Commission.






		
	E.	
    If the Commission determines that a trustee has ceased to act or
    failed to act diligently, the Commission may appoint a
    substitute trustee in the same manner as provided in this
    Paragraph V.
	 
	F.	
    The Commission or, in the case of a court-appointed trustee, the
    court, may on its own initiative or at the request of the
    trustee issue such additional orders or directions as may be
    necessary or appropriate to accomplish the divestiture required
    by this Order.
	 
	G.	
    The trustee appointed pursuant to this Paragraph may be the same
    Person appointed as the Monitor pursuant to the relevant
    provisions of this Order or the Order to Maintain Assets.




VI.



      
IT IS FURTHER ORDERED that:



29







 






		
	A.	
    Beginning thirty (30) days after the date this Order
    becomes final, and every thirty (30) days thereafter until
    Fresenius has fully complied with Paragraphs II.A., II.B.3,
    II.B.5.a, II.B.6, II.B.9, II.B.13, and II.B.17 of this
    Order, Fresenius shall submit to the Commission a verified
    written report setting forth in detail the manner and form in
    which it intends to comply, is complying, and has complied with
    the terms of this Order, the Order to Maintain Assets, and the
    Divestiture Agreements. Fresenius shall submit at the same time
    a copy of these reports to the Monitor, if any Monitor has been
    appointed.
	 
	B.	
    Beginning twelve (12) months after the date this Order
    becomes final, and annually thereafter on the anniversary of the
    date this Order becomes final, for the next four (4) years,
    Fresenius shall submit to the Commission verified written
    reports setting forth in detail the manner and form in which it
    is complying and has complied with this Order, the Order to
    Maintain Assets, and the Divestiture Agreements. Fresenius shall
    submit at the same time a copy of these reports to the Monitor,
    if any Monitor has been appointed.




VII.



      
IT IS FURTHER ORDERED that Fresenius shall notify the
Commission at least thirty (30) days prior to:






		
	A.	
    Any proposed dissolution of Fresenius,
	 
	B.	
    Any proposed acquisition, merger, or consolidation of Fresenius,
    or
	 
	C.	
    Any other change in Fresenius that may affect compliance
    obligations arising out of this Order, including but, not
    limited to, assignment, the creation or dissolution of
    subsidiaries, or any other change in Fresenius.




VIII.



      
IT IS FURTHER ORDERED that, for the purpose of
determining or securing compliance with this Order, and subject
to any legally recognized privilege, and upon written request
with reasonable notice to Fresenius, Fresenius shall permit any
duly authorized representative of the Commission:



30







 






		
	A.	
    Access, during office hours of Fresenius and in the presence of
    counsel, to all facilities and access to inspect and copy all
    books, ledgers, accounts, correspondence, memoranda, and all
    other records and documents in the possession or under the
    control of Fresenius related to compliance with this Order; and
	 
	B.	
    Upon five (5) days’ notice to Fresenius and without
    restraint or interference from Fresenius, to interview officers,
    directors, or employees of Fresenius, who may have counsel
    present, regarding such matters.




IX.



      
IT IS FURTHER ORDERED that this Order shall terminate ten
(10) years from the date the Order is issued.






		
	 	
    By the Commission.






		
	 	
    Donald S. Clark




Secretary




SEAL




ISSUED:



31






 




APPENDIX A




APPENDIX A CLINICS




	 	 	 	 	 
	 	 	Clinic Name (Medicare Provider Number)	 	Clinic Address
	 	 	 	 	 
	
    
    1

    	 	
    FMC-Norwood Clinic Dialysis Unit (012516)	 	
    1424 North Carraway Blvd.

    Birmingham, AL 35234
	 
	
    
    2

    	 	
    FMC-Chilton Peach (012587)	 	
    107 Medical Center Dr.

    Clanton, AL 35045
	 
	
    
    3

    	 	
    FMC-Walker County Dialysis (012533)	 	
    589 Highway 78W

    Jasper, AL 35501
	 
	
    
    4

    	 	
    RCG-Marion (042573)	 	
    2921 Highway 77, Suite 8

    Marion, AR 72364
	 
	
    
    5

    	 	
    RCG-Osceola Dialysis Center (231656)	 	
    1420 West Keiser Avenue

    Osceola, AR 72370
	 
	
    
    6

    	 	
    RCG-Avondale (032608)	 	
    13055 West McDowell Road

    Avondale, AZ 85323
	 
	
    
    7

    	 	
    RCG-Mesa (032551)	 	
    1337 South Gilbert Road

    Mesa, AZ 85204
	 
	
    
    8

    	 	
    RCG-Southwest Mesa (032526)	 	
    1457 West Southern Avenue

    Mesa, AZ 85202
	 
	
    
    9

    	 	
    RCG-Northeast Phoenix (032596)	 	
    3305 East Greenway Road

    Phoenix, AZ 85032
	 
	
    
    10

    	 	
    RCG-Phoenix North (032555)	 	
    8046 North 19th Avenue

    Phoenix, AZ 85021
	 
	
    
    11

    	 	
    RCG-South Phoenix (032583)	 	
    4621 South Central Avenue

    Phoenix, AZ 85040
	 
	
    
    12

    	 	
    FMC-Tempe (032586)	 	
    8820 South Kyrene Road

    Tempe, AZ 85284
	 
	
    
    13

    	 	
    RCG-Cottonwood (032562)	 	
    203 South Candy Lane

    Cottonwood, AZ 86326
	 
	
    
    14

    	 	
    RCG-Prescott (R032523)	 	
    980 Willow Creek Road

    Prescott, AZ 86301












 




APPENDIX A




	 	 	 	 	 
	 	 	Clinic Name (Medicare Provider Number)	 	Clinic Address
	 	 	 	 	 
	
    
    15

    	 	
    RCG-Naples (102809)	 	
    6625 Hillway Circle

    Naples, FL 34112
	 
	
    
    16

    	 	
    FMC-Lakewood (102733)	 	
    8131 Cooper Creek Boulevard

    University Park, FL 34201
	 
	
    
    17

    	 	
    RCG-Tampa Central (102761)	 	
    4705 North Armenia Avenue

    Tampa, FL 33603
	 
	
    
    18

    	 	
    RCG-Cartersville (112691)	 	
    203 South Tennessee Street

    Cartersville, GA 30120
	 
	
    
    19

    	 	
    RCG-Covington (112708)	 	
    4179 Baker Street

    Covington, GA 30014
	 
	
    
    20

    	 	
    RCG-Cobb County (112675)	 	
    506 Roswell Street

    Marietta, GA 30060
	 
	
    
    21

    	 	
    FMC-Neomedica Evanston (142511)	 	
    1715 Central Street

    Evanston, IL 60201
	 
	
    
    22

    	 	
    RCG-Arlington Heights (142628)	 	
    17 West Gulf Road

    Arlington, IL 60006
	 
	
    
    23

    	 	
    RCG-Scottsdale (142518)	 	
    7929 South Cicero

    Chicago, IL 60652
	 
	
    
    24

    	 	
    RCG-Markham (142575)	 	
    3053-3055 West 159th Street

    Markham, IL 60426
	 
	
    
    25

    	 	
    RCG-Hazelcrest (142622)	 	
    3470 West 183rd Street

    Hazelcrest, IL 60429
	 
	
    
    26

    	 	
    RCG-South Holland (142544)	 	
    16136 South Park Avenue

    South Holland, IL 60473
	 
	
    
    27

    	 	
    RCG-Loop (142505)	 	
    55 East Washington Street

    Chicago, IL 60602
	 
	
    
    28

    	 	
    RCG-Waukegan (142577)	 	
    1616 Grand Avenue

    Waukegan, IL 60085
	 
	
    
    29

    	 	
    RCG Waukegan Home (142567)	 	
    1616 Grand Avenue

    Waukegan, IL 60085




ii







 




APPENDIX A




	 	 	 	 	 
	 	 	Clinic Name (Medicare Provider Number)	 	Clinic Address
	 	 	 	 	 
	
    
    30

    	 	
    FMC-Quad Counties Dialysis (152539)	 	
    528 North Grandstaff

    Auburn, IN 46706
	 
	
    
    31

    	 	
    FMC-Central Fort Wayne (152580)	 	
    1940 Blufton Road

    Fort Wayne, IN 46809
	 
	
    
    32

    	 	
    FMC-Lake Avenue Dialysis (152508)	 	
    3525 Lake Avenue

    Fort Wayne, IN 46805
	 
	
    
    33

    	 	
    FMC-Lake Avenue Home (152563)	 	
    2414 Lake Avenue

    Fort Wayne, IN 46805
	 
	
    
    34

    	 	
    FMC-South Anthony (152533)	 	
    7017 South Anthony Boulevard

    Fort Wayne, IN 46816
	 
	
    
    35

    	 	
    FMC-Huntington (152575)	 	
    3040 West Park Drive

    Huntington, IN 46750
	 
	
    
    36

    	 	
    FMC-Noblesville (152555)	 	
    865 Westfield Road

    Noblesville, IN 46060
	 
	
    
    37

    	 	
    FMC-Blue River Valley Dialysis (152545)	 	
    2309 South Miller Street

    Shelbyville, IN 46176
	 
	
    
    38

    	 	
    FMC-Marion County (152512)	 	
    3834 South Emerson Avenue

    Indianapolis, IN 46203
	 
	
    
    39

    	 	
    FMC-Greenwood (152572)	 	
    125 Airport Parkway

    Greenwood, IN 46143
	 
	
    
    40

    	 	
    FMC-Northwest Indianapolis (152524)	 	
    6488 Corporate Way

    Indianapolis, IN 46278
	 
	
    
    41

    	 	
    FMC Logansport (152570)	 	
    1025 Michigan

    Logansport, IN 46947
	 
	
    
    42

    	 	
    FMC Scottsburg (152529)	 	
    1451 North Gardner

    Scottsburg, IN 47170
	 
	
    
    43

    	 	
    RCG-Louisville (182537)	 	
    635 South 3rd Street

    Louisville, KY 40202
	 
	
    
    44

    	 	
    RCG-Baton Rouge (192616)	 	
    1333 Oneal Lane

    Baton Rouge, LA 70816




iii







 




APPENDIX A




	 	 	 	 	 
	 	 	Clinic Name (Medicare Provider Number)	 	Clinic Address
	 	 	 	 	 
	
    
    45

    	 	
    RCG-Houma (192509)	 	
    108 Picone Road

    Houma, LA 70363
	 
	
    
    46

    	 	
    RCG-Thibodaux (192535)	 	
    406 North Acadia Road

    Thibodaux, LA 70301
	 
	
    
    47

    	 	
    RCG-Amesbury (222532)	 	
    24 Morrill Place

    Amesbury, MA 01913
	 
	
    
    48

    	 	
    RCG-North Andover (222545)	 	
    201 Sutton Street

    North Andover, MA 01845
	 
	
    
    49

    	 	
    RCG-Canton (252521)	 	
    620 East Peace Street

    Canton, MS 39046
	 
	
    
    50

    	 	
    RCG-Hazlehurst (252551)	 	
    201 North Haley Street

    Hazlehurst, MS 39083
	 
	
    
    51

    	 	
    RCG-Jackson North (252501)	 	
    571 East Beasely Road

    Jackson, MS 39206
	 
	
    
    52

    	 	
    RCG-Jackson South (252535)	 	
    2460 Terry Road

    Jackson, MS 39204
	 
	
    
    53

    	 	
    RCG-Jackson Southwest (252533)	 	
    1828 Raymond Road

    Jackson, MS 39204
	 
	
    
    54

    	 	
    FMC-Carthage (252562)	 	
    312 Ellis Street

    Carthage, MS 39051
	 
	
    
    55

    	 	
    RCG-Lexington (252539)	 	
    22579 Dept Street

    Lexington, MS 39095
	 
	
    
    56

    	 	
    RCG-Lees Summit (no CMS number)	 	
    100 N.E. Missouri Road

    Lees Summit, MO 64086
	 
	
    
    57

    	 	
    RCG-Kansas City (262564)	 	
    4333 Madison

    Kansas City, MO 64111
	 
	
    
    58

    	 	
    FMC Las Cruces (322527)	 	
    3961 East Lohman

    Las Cruces, NM 88011
	 
	
    
    59

    	 	
    FMC-Preferred Dialysis of Green Valley (292517)	 	
    1489 West Warm Springs

    Henderson, NV 89014




iv







 




APPENDIX A




	 	 	 	 	 
	 	 	Clinic Name (Medicare Provider Number)	 	Clinic Address
	 	 	 	 	 
	
    
    60

    	 	
    FMC-Preferred Owned (292507)	 	
    2333 Renaissance Drive

    Las Vegas, NV 89119
	 
	
    
    61

    	 	
    FMC-Northeast Portland (382540)	 	
    703 NE Hancock Street

    Portland, OR 97212
	 
	
    
    62

    	 	
    FMC-Oregon Kidney Center (382500)	 	
    5318 NE Irving

    Portland, OR 97213
	 
	
    
    63

    	 	
    FMC-Sunnyside/SE Portland/Lake Rd (382534)	 	
    6902 SE Lake Road

    Milwaukie, OR 97267
	 
	
    
    64

    	 	
    FMC-Willamette Valley (382520)	 	
    1510 Division Street

    Oregon City, OR 97045
	 
	
    
    65

    	 	
    FMC-Sellersville (392617)	 	
    700 Lawn Avenue

    Sellersville, PA 18960
	 
	
    
    66

    	 	
    RCG-Philadelphia (392601)	 	
    3310-24 Memphis Street

    Philadelphia, PA 19134
	 
	
    
    67

    	 	
    FMC-Northern Philadelphia (392509)	 	
    5933 North Broad Street

    Philadelphia, PA 19141
	 
	
    
    68

    	 	
    FMC-North Providence (412506)	 	
    1635 Mineral Spring Avenue

    North Providence, RI 02904
	 
	
    
    69

    	 	
    FMC-Providence (412500)	 	
    40 Hemingway Drive

    East Providence, RI 02915
	 
	
    
    70

    	 	
    FMC-Easley D.C. (152541)	 	
    125 Whitmire Road

    Easley, SC 29640
	 
	
    
    71

    	 	
    FMC-Greenville (422503)	 	
    3 Butternut Drive

    Greenville, SC 29605
	 
	
    
    72

    	 	
    FMC-Simpsonville (422579)	 	
    209 North Maple Street

    Simpsonville, SC 29681
	 
	
    
    73

    	 	
    RCG-Memphis North (442640)	 	
    4913 Raleigh Common Drive

    Memphis, TN 38128
	 
	
    
    74

    	 	
    RCG-Memphis Central (442637)	 	
    1331 Union Avenue

    Memphis, TN 38104




v







 




APPENDIX A




	 	 	 	 	 
	 	 	Clinic Name (Medicare Provider Number)	 	Clinic Address
	 	 	 	 	 
	
    
    75

    	 	
    RCG-Memphis Whitehaven (442655)	 	
    3420 Elvis Presley Boulevard

    Memphis, TN 38116
	 
	
    
    76

    	 	
    RCG-Memphis Midtown (442646)	 	
    1166 Monroe Avenue

    Memphis, TN 38104
	 
	
    
    77

    	 	
    RCG-Memphis Graceland (442650)	 	
    4180 Auburn Road

    Memphis, TN 38116
	 
	
    
    78

    	 	
    RCG-Memphis South (442605)	 	
    3960 Knight Arnold Road

    Memphis, TN 38118
	 
	
    
    79

    	 	
    FMC-Alice (452537)	 	
    2345 Alice Regional Boulevard

    Alice, TX 78332
	 
	
    
    80

    	 	
    FMC-Corpus Christi (452514)	 	
    2733 Swantner Drive

    Corpus Christi, TX 78404
	 
	
    
    81

    	 	
    FMC-D.S. of Riverside (452751)	 	
    13434 Up River Road

    Corpus Christi, TX 78410
	 
	
    
    82

    	 	
    FMC-D.S. of South Texas (452715)	 	
    4300 South Padre Island

    Corpus Christi, TX 78411
	 
	
    
    83

    	 	
    FMC-D.S. of South Texas-Central (452800)	 	
    2222 South Morgan

    Corpus Christi, TX 78405
	 
	
    
    84

    	 	
    FMC-North East Texas (452694)	 	
    4805 Wesley Street

    Greenville, TX 75401
	 
	
    
    85

    	 	
    RCG-El Paso West (452809)	 	
    3100 North Stanton Street

    El Paso, TX 79902
	 
	
    
    86

    	 	
    RCG-Weslaco (452672)	 	
    910 South Utah Street

    Weslaco, TX 78596
	 
	
    
    87

    	 	
    RCG-McAllen (452654)	 	
    411 Lindberg Avenue

    McAllen, TX 78501
	 
	
    
    88

    	 	
    FMC-Edinburg Kidney Center (452764)	 	
    4302 South Sugar Road

    Edinburg, TX 78539
	 
	
    
    89

    	 	
    FMC-Downtown Spokane (502547)	 	
    601 West 5th Avenue

    Spokane, WA 99204




vi







 




APPENDIX A




	 	 	 	 	 
	 	 	Clinic Name (Medicare Provider Number)	 	Clinic Address
	 	 	 	 	 
	
    
    90

    	 	
    FMC-North Spokane (502538)	 	
    7407 North Division Street

    Spokane, WA 99208
	 
	
    
    91

    	 	
    FMC-Spokane Valley (502537)	 	
    12610 East Mirabeau

    Spokane, WA99208




vii






 




APPENDIX B




AREA DEFINITIONS






		
	•	
    Five digit numbers refer to zip codes.
	 
	•	
    Geographic areas bounded by roads include all properties
    abutting the referenced road (i.e., properties on both
    sides of the road).
	 
	•	
    Zip codes or other areas fully surrounded by areas included in
    the area definition shall be considered part of the area
    definition.
	 
	•	
    Area definitions are based on maps submitted to the Commission
    staff by Fresenius.




	 	 	 	 	 
	 	 	Divested Clinics (Medicare Provider Numbers)	 	Corresponding Area Definition
	 	 	 	 	 
	
    
    1

    	 	
    FMC-Norwood Clinic Dialysis Unit (012516)	 	
    The area in and/or near Birmingham, Alabama, consisting of:
    35060, 35064, 35068, 35204, 35205, 35206, 35207, 35208, 35209,
    35210, 35211, 35212, 35213, 35214, 35215, 35217, 35218, 35221,
    35222, 35223, 35224, 35228, 35233, 35234, 35235.
	 
	
    
    2

    	 	
    FMC-Chilton Peach (012587)	 	
    The area in and/or near Clanton, Alabama, consisting of: Chilton
    County (Alabama).
	 
	
    
    3

    	 	
    FMC-Walker County Dialysis (012533)	 	
    The area in and/or near Jasper, Alabama, consisting of: Walker
    County (Alabama), and 35062, 35575, 35553, 35565.
	 
	
    
    4

    	 	
    RCG-Osceola Dialysis Center (231656)	 	
    The area in and/or near Osceola, Arkansas, consisting of
    Mississippi County (Arkansas).
	 
	
    
    5

    	 	
    RCG-Avondale (032608)	 	
    The area in and/or near Avondale, Arizona, consisting of: 85035,
    85037, 85043, 85307, 85323, 85329, 85338, 85340, 85353.
	 
	
    
    6

    	 	
    RCG-Mesa (032551), Southwest Mesa (032526)	 	
    The area in and/or near Mesa, Arizona, consisting of: 85201,
    85202, 85203, 85204, 85205, 85206, 85208, 85210, 85213, 85224,
    85225, 85233, 85234, 85236, 85281, 85282, 85283, 85296.
	 
	
    
    7

    	 	
    RCG-Northeast Phoenix (032596)	 	
    The area in and/or near Phoenix, Arizona, consisting of: 85020,
    85022, 85023, 85024, 85027, 85028, 85032, 85050, 85254.
	 
	
    
    8

    	 	
    RCG-Phoenix North (032555)	 	
    The area in and/or near Phoenix, Arizona, consisting of: 85012,
    85013, 85014, 85015, 85016, 85017, 85019, 85020, 85021, 85022,
    85023, 85028, 85029, 85051; the portions of 85003, 85004, 85007,
    85009 that lie to the north of I-10.












 




APPENDIX B




	 	 	 	 	 
	 	 	Divested Clinics (Medicare Provider Numbers)	 	Corresponding Area Definition
	 	 	 	 	 
	
    
    9

    	 	
    RCG-South Phoenix (032583)	 	
    The area in and/or near Phoenix, Arizona, consisting of: 85040,
    85041, 85042, 85339; the portion of 85009 that lies to the south
    of West Buckeye Road; the portions of 85007, 85003, 85004, and
    85034 that lie to the south of I-17.
	 
	
    
    10

    	 	
    FMC-Tempe (032586)	 	
    The area in and/or near Tempe, Arizona, consisting of: 85202,
    85040, 85044, 85048, 85224, 85225, 85226, 85248, 85281, 85282,
    85283, 85284.
	 
	
    
    11

    	 	
    RCG-Cottonwood (032562), Prescott (R032523)	 	
    The area in and/or near Prescott, Arizona, consisting of Yavapai
    County (Arizona), and 86336.
	 
	
    
    12

    	 	
    RCG-Naples (102809)	 	
    The area in and/or near Naples, Florida, consisting of: 34102,
    34103, 34104, 34105, 34108, 34109, 34110, 34112, 34113, 34114,
    34116, 34117, 34119, 34120.
	 
	
    
    13

    	 	
    FMC-Lakewood (102733)	 	
    The area in and/or near Sarasota, Florida, consisting of: 34201,
    34203, 34207, 34231, 34232, 34233, 34234, 34235, 34236, 34237,
    34238, 34239, 34240, 34243; the portion of 34202 that lies to
    the south of State Road 64; the portion of 34208 that lies to
    the east of 57th Street East, the portion of 34241 that lies to
    the north of Clark Road/ State Road 72.
	 
	
    
    14

    	 	
    RCG-Brandon (no CMS number)	 	
    The area in and/or near Brandon, Florida, consisting of: 33510,
    33511, 33527, 33569, 33584, 33594, 33610, 33619.
	 
	
    
    15

    	 	
    RCG-Tampa Central (102761)	 	
    The area in and/or near Tampa, Florida, consisting of: 33602,
    33603, 33604, 33605, 33606, 33607, 33609, 33610, 33611, 33614,
    33615, 33616, 33619, 33629, 33634.
	 
	
    
    16

    	 	
    RCG-Canton (no CMS number)	 	
    The area in and/or near Canton, Georgia, consisting of: Cherokee
    County, Pickens County (Georgia), and 30102, 30139, 30171, and
    30184.
	 
	
    
    17

    	 	
    RCG-Cartersville (112691)	 	
    The area in and/or near Cartersville, Georgia, consisting of:
    Bartow County (Georgia), and 30101, 30102, 30103, 30132, 30139,
    30145, 30171, 30184.
	 
	
    
    18

    	 	
    RCG-Covington (112708)	 	
    The area in and/or near Covington, Georgia, consisting of:
    Newton County, Rockdale County (Georgia), and 30014, 30025,
    30038, 30052, 30054, 30055, 30056, 30058, 30252, 30663; the
    portions of 30233 and 31064 that lie to the north of
    Route 16.
	 
	
    
    19

    	 	
    RCG-Cobb County (112675)	 	
    The area in and/or near Marietta, Georgia, consisting of: Cobb
    County (Georgia), and 30101, 30127, 30132, 30141, 30157.




ii







 




APPENDIX B




	 	 	 	 	 
	 	 	Divested Clinics (Medicare Provider Numbers)	 	Corresponding Area Definition
	 	 	 	 	 
	
    
    20

    	 	
    FMC-Neomedica Evanston (142511)	 	
    The area in and/or near Chicago, Illinois, consisting of: 0022,
    60025, 60029, 60043, 60053, 60062, 60076, 60077, 60091, 60093,
    60201, 60202, 60203, 60625, 60626, 60640, 60645, 60646, 60659,
    60660, 60712, 60714.
	 
	
    
    21

    	 	
    RCG-Buffalo Grove (142650), Schaumburg (142654), Schaumburg Home
    (141626), Arlington Heights (142628)	 	
    The area in and/or near Chicago, Illinois, consisting of: 60004,
    60005, 60007, 60008, 60015, 60016, 60018, 60025, 60047, 60056,
    60061, 60062, 60067, 60069, 60070, 60074, 60089, 60090, 60101,
    60103, 60106, 60107, 60108, 60010, 60133, 60139, 60143, 60157,
    60172, 60173, 60188, 60191, 60193, 60194, 60195.
	 
	
    
    22

    	 	
    RCG-Scottsdale (142518)	 	
    The area in and/or near Chicago, Illinois, consisting of: 60402,
    60406, 60415, 60419, 60453, 60455, 60456, 60457, 60458, 60459,
    60465, 60482, 60501, 60608, 60609, 60615, 60616, 60617, 60619,
    60620, 60621, 60623, 60628, 60629, 60632, 60633, 60636, 60637,
    60638, 60643, 60652, 60653, 60655, 60803, 60804, 60805, 60827.
	 
	
    
    23

    	 	
    RCG-Markham (142575), Hazelcrest (142622), South Holland (142544)	 	
    The area in and/or near Chicago, Illinois, consisting of: 60406,
    60409, 60411, 60419, 60422, 60425, 60426, 60429, 60430, 60438,
    60443, 60445, 60452, 60461, 60466, 60469, 60471, 60472, 60473,
    60475, 60476, 60477, 60478, 60617, 60619, 60620, 60628, 60633,
    60643, 60655, 60803, 60805, 60827, 46320, 46321, 46324.
	 
	
    
    24

    	 	
    RCG-Loop (142505)	 	
    The area in and/or near Chicago, Illinois, consisting of: 60406,
    60601, 60602, 60603, 60604, 60605, 60606, 60607, 60608, 60609,
    60610, 60611, 60612, 60614, 60615, 60616, 60617, 60619, 60620,
    60621, 60622, 60623, 60624, 60628, 60629, 60632, 60633, 60636,
    60637, 60642, 60643, 60647, 60649, 60652, 60653, 60654, 60655,
    60657, 60661, 60827.
	 
	
    
    25

    	 	
    RCG-Waukegan (142577), Waukegan Home (142567)	 	
    The area in and/or near Waukegan, Illinois, consisting of: Lake
    County (Illinois).
	 
	
    
    26

    	 	
    FMC-Quad Counties Dialysis (152539)	 	
    The area in and/or near Auburn, Indiana, consisting of: DeKalb
    County (Indiana).
	 
	
    
    27

    	 	
    FMC-Central Fort Wayne (152580), Lake Avenue Dialysis
    (152508), Lake Avenue Home (152563), South Anthony (152533)	 	
    The area in and/or near Fort Wayne, Indiana, consisting of:
    Allen, Wells, and Whitley Counties (Indiana).
	 
	
    
    28

    	 	
    FMC-Huntington (152575)	 	
    The area in and/or near Huntington, Indiana, consisting of:
    Huntington County (Indiana).
	 
	
    
    29

    	 	
    FMC-Noblesville (F152555)	 	
    The area in and/or near Indianapolis, Indiana, consisting of:
    Hamilton County (Indiana).




iii







 




APPENDIX B




	 	 	 	 	 
	 	 	Divested Clinics (Medicare Provider Numbers)	 	Corresponding Area Definition
	 	 	 	 	 
	
    
    30

    	 	
    FMC-Blue River Valley Dialysis (152545)	 	
    The area in and/or near Indianapolis, Indiana, consisting of:
    Shelby County (Indiana).
	 
	
    
    31

    	 	
    FMC-Marion County (152512)	 	
    The area in and/or near Indianapolis, Indiana, consisting of:
    46107, 46142, 46201, 46203, 46217, 46219, 46221, 46225, 46226,
    46227, 46229, 46237, 46239; the portion of 46218 that lies to
    the south of E. Massachusetts Avenue.
	 
	
    
    32

    	 	
    FMC-Greenwood (152572)	 	
    The area in and/or near Indianapolis, Indiana, consisting of:
    46113, 46131, 46142, 46143, 46184, 46217, 46221, 46227, 46237,
    46259.
	 
	
    
    33

    	 	
    FMC-Northwest Indianapolis (152524)	 	
    The area in and/or near Indianapolis, Indiana, consisting of:
    46214, 46222, 46224, 46228, 46234, 46241, 46254, 46260, 46268,
    46278.
	 
	
    
    34

    	 	
    FMC Logansport (152570)	 	
    The area in and/or near Logansport, Indiana, consisting of: Cass
    County (Indiana), and 46917, 46916, 46939, 46947, 46951, 46970,
    46975, 46985, 46996.
	 
	
    
    35

    	 	
    FMC Scottsburg (152529)	 	
    The area in and/or near Scottsburg, Indiana, consisting of:
    47102, 47170, 47220, 47270, 47229, 47274.
	 
	
    
    36

    	 	
    RCG-Lousiville (182537)	 	
    The area in and/or near Louisville, Kentucky, consisting of:
    Jefferson County (Kentucky).
	 
	
    
    37

    	 	
    RCG-Baton Rouge (192616)	 	
    The area in and/or near Baton Rouge, Louisiana, consisting of:
    East Baton Rouge Parish, Livingston Parish (Louisiana), and
    70776, 70769.
	 
	
    
    38

    	 	
    RCG-Houma (192509)	 	
    The area in and/or near Houma, Lousiana, consisting of:
    Terrebonne Parish and Lafourche Parish (Louisiana).
	 
	
    
    39

    	 	
    Thibodaux (192535)	 	
    The area in and/or near Thibodaux, Lousiana, consisting of:
    Terrebonne Parish and Lafourche Parish (Louisiana).
	 
	
    
    40

    	 	
    RCG-Amesbury (222532)	 	
    The area in and/or near Amesbury, Massachusetts, consisting of:
    01830, 01832, 01833, 01834, 01835, 01860, 01913, 01938, 01950,
    01951, 01952, 01969, 01985, 03827, 03848, 03858, 03865, 03874.
	 
	
    
    41

    	 	
    RCG-North Andover (222545)	 	
    The area in and/or near North Andover, Massachusetts, consisting
    of: 01810, 01826, 01830, 01832, 01835, 01840, 01841, 01843,
    01844, 01845, 01864, 01876, 01887, 01921, 01949, 03079, 03811,
    03858, 03865.
	 
	
    
    42

    	 	
    FMC-Carthage (252562)	 	
    The area in and/or near Carthage, Mississippi, consisting of:
    Leake County and Neshoba County (Mississippi).




iv







 




APPENDIX B




	 	 	 	 	 
	 	 	Divested Clinics (Medicare Provider Numbers)	 	Corresponding Area Definition
	 	 	 	 	 
	
    
    43

    	 	
    RCG-Brandon (252549), Canton (252521), Hazlehurst (252551),
    Jackson North (252501), Jackson South (252535), Jackson
    Southwest (252533)	 	
    The area in and/or near Jackson, Mississippi, consisting of:
    Madison County, Hinds County, Rankin County, Copiah County, and
    Simpson County (Mississippi).
	 
	
    
    44

    	 	
    RCG-Lexington (252539)	 	
    The area in and/or near Lexington, Mississippi, consisting of:
    Attala County and Holmes County (Mississippi).
	 
	
    
    45

    	 	
    RCG-Kansas City (262564), Lees Summit (no CMS number)	 	
    The area in and/or near Kansas City, Missouri, consisting of:
    Jackson County (Missouri), and 64012, 64034, 64080, 64082,
    64083, 64116, 64117, 66102, 66103, 66106, 66118, 66205, 66206,
    66207, 66208.
	 
	
    
    46

    	 	
    FMC Las Cruces (322527)	 	
    The area in and/or near Las Cruces, New Mexico, consisting of:
    Dona Ana County (New Mexico).
	 
	
    
    47

    	 	
    FMC-Preferred Dialysis of Green Valley (292517), Preferred Owned
    (292507)	 	
    The area in and/or near Las Vegas, Nevada, consisting of: 89005,
    89011, 89012, 89014, 89015, 89030, 89052, 89101, 89102, 89103,
    89104, 89106, 89107, 89109, 89110, 89118, 89119, 89120, 89121,
    89122, 89123, 89139, 89141, 89142, 89156.
	 
	
    
    48

    	 	
    RCG-Munroe Falls (362651), Summit (362613), White Ponds (362623)	 	
    The area in and/or near Akron, OH, consisting of: Portage County
    and Summit County (Ohio).
	 
	
    
    49

    	 	
    FMC-Northeast Portland (382540), Oregon Kidney Center (382500)	 	
    The area in and/or near Portland, Oregon, consisting of: 97202,
    97203, 97206, 97211, 97212, 97213, 97214, 97215, 97216, 97217,
    97218, 97220, 97222, 97230, 97232, 97233, 97236, 97266.
	 
	
    
    50

    	 	
    FMC-Sunnyside/ SE Portland/ Lake Rd (382534), Willamette Valley
    (382520)	 	
    The area in and/or near Portland, Oregon, consisting of: 97015,
    97027, 97034, 97045, 97062, 97068, 97070, 97202, 97206, 97222,
    97233, 97236, 97266, 97267.
	 
	
    
    51

    	 	
    FMC-Sellersville (392617)	 	
    The area in and/or near Philadelphia, Pennsylvania, consisting
    of: 18054, 18073, 18914, 18915, 18917, 18927, 18932, 18936,
    18944, 18951, 18955, 18960, 18962, 18964, 18969, 18970, 19438,
    19440, 19446.
	 
	
    
    52

    	 	
    RCG-Philadelphia (392601)	 	
    The area in and/or near Philadelphia, Pennsylvania, consisting
    of: 19111, 19120, 19121, 19122, 19123, 19124, 19125, 19129,
    19130, 19132, 19133, 19134, 19137, 19140, 19141, 19144, 19149.
	 
	
    
    53

    	 	
    FMC-Northern Philadelphia (392509)	 	
    The area in and/or near Philadelphia, Pennsylvania, consisting
    of: 19012, 19095, 19111, 19027, 19038, 19118, 19119, 19120,
    19124, 19126, 19128, 19129, 19132, 19138, 19140, 19141, 19144,
    19150.




v







 




APPENDIX B




	 	 	 	 	 
	 	 	Divested Clinics (Medicare Provider Numbers)	 	Corresponding Area Definition
	 	 	 	 	 
	
    
    54

    	 	
    FMC-North Providence (412506), Providence (412500)	 	
    The area in and/or near Providence, Rhode Island, consisting of:
    02703, 02760, 02763, 02769, 02771, 02777, 02806, 02809, 02814,
    02826, 02828, 02838, 02857, 02860, 02861, 02863, 02864, 02865,
    02876, 02885, 02888, 02895, 02896, 02901, 02903, 02904, 02905,
    02906, 02907, 02908, 02909, 02910, 02911, 02914, 02915, 02916,
    02917, 02919, 02920, 02921, 02940; the portion of 02830 that
    lies south of Route 102.
	 
	
    
    55

    	 	
    FMC-Easley D.C. (152541), Greenville (422503), Simpsonville
    (422579)	 	
    The area in and/or near Greenville, South Carolina, consisting
    of the following South Carolina Counties: Greenville County,
    Pickens County, Anderson County, Laurens County (South Carolina).
	 
	
    
    56

    	 	
    RCG-Galleria (442660), Memphis Central (442637), Memphis South
    (442605), Whitehaven (442655), Memphis Midtown (442646),
    Graceland (442650), Memphis North (442640)	 	
    The area in and/or near Memphis, Tennessee, consisting of Shelby
    County (Tennessee), and 38002, 38004, 38011, 38017, 38023,
    38028, 38036, 38053, 38058.
	 
	
    
    57

    	 	
    RCG-Marion (042573)	 	
    The area in and/or near Marion, Arkansas, consisting of
    Crittenden County (Arkansas).
	 
	
    
    58

    	 	
    FMC-Alice (452537)	 	
    The area in and/or near Alice, Texas, consisting of: Jim Wells
    County (Texas), and 78349, 78357, 38384.
	 
	
    
    59

    	 	
    RCG-Brownsville (452737)	 	
    The area in and/or near Brownsville, Texas, consisting of:
    78520, 78521, 78526, 78566, 78575, 78578, 78583, 78586.
	 
	
    
    60

    	 	
    FMC-Corpus Christi (452514), D.S. of Riverside (452751), D.S. of
    South Texas (452715), D.S. of South Texas-Central (452800)	 	
    The area in and/or near Corpus Christi, Texas, consisting of:
    Nueces County, San Patricio County, and Aransas County (Texas).
	 
	
    
    61

    	 	
    FMC-North East Texas (452694)	 	
    The area in and/or near Terrell, Texas, consisting of: Hunt
    County, Delta County, Rains County, Hopkins County, Rockwell
    County Texas); 75164, 75189, 75424, 75442; and the portion of
    Fannin County (Texas) south of I-82/Route 18.
	 
	
    
    62

    	 	
    RCG-El Paso East and El Paso Home (452749), El Paso West (452809)	 	
    The area in and/or near El Paso, Texas, consisting of: El Paso
    County (Texas).
	 
	
    
    63

    	 	
    RCG-Weslaco (452672)	 	
    The area in and/or near Weslaco, Texas, consisting of: 78516,
    78537, 78538, 78539, 78543, 78558, 78559, 78562, 78570, 78579,
    78589, 78592, 78593, 78596, 78594; the portion of 78569 that
    lies to the west of US-77.




vi







 




APPENDIX B




	 	 	 	 	 
	 	 	Divested Clinics (Medicare Provider Numbers)	 	Corresponding Area Definition
	 	 	 	 	 
	
    
    64

    	 	
    RCG-McAllen (452654)	 	
    The area in and/or near McAllen, Texas, consisting of: 78501,
    78503, 78504, 78516, 78537, 78538, 78539, 78543, 78557, 78558,
    78562, 78570, 78577, 78579, 78589, 78596; the portion of 78569
    that lies within Hidalgo County (Texas).
	 
	
    
    65

    	 	
    FMC-Edinburg Kidney Center (452764)	 	
    The area in and/or near Edinburg, Texas, consisting of: 78501,
    78503, 78504, 78516, 78537, 78538, 78539, 78543, 78557, 78558,
    78562, 78570, 78577, 78579, 78589, 78596; the portion of 78572
    that lies to the east of Doffing Road until Doffing Road’s
    northeast terminus; the portion of 78569 that lies within
    Hidalgo County (Texas).
	 
	
    
    66

    	 	
    FMC Downtown Spokane (502547), North Spokane (502538), Spokane
    Valley (502537)	 	
    The area in and/or near Spokane, Washington, consisting of:
    Spokane County (Washington).




vii







 




APPENDIX C




ILLINOIS CLINICS




	 	 	 	 	 
	 	 	Clinic Name (Medicare provider number)	 	Clinic Address
	 	 	 	 	 
	
    
    1

    	 	
    FMC-Neomedica Evanston (142511)	 	
    1715 Central Street

    Evanston, IL 60201
	
    
    2

    	 	
    RCG- Arlington Heights (142628)	 	
    17 West Gulf Road

    Arlington, IL 60006
	
    
    3

    	 	
    RCG-Scottsdale (142518)	 	
    7929 South Cicero

    Chicago, IL 60652
	
    
    4

    	 	
    RCG-Markham (142575)	 	
    3053-3055 West
    159th
    Street

    Markham, IL 60426
	
    
    5

    	 	
    RCG- Hazelcrest (142622)	 	
    3470 West
    183rd
    Street

    Hazelcrest, IL 60429
	
    
    6

    	 	
    RCG-South Holland (142628)	 	
    16136 South Park Avenue

    South Holland, IL 60473
	
    
    7

    	 	
    RCG-Loop (142505)	 	
    55 East Washington Street

    Chicago, IL 60602
	
    
    8

    	 	
    RCG-Waukegan (142577)	 	
    1616 Grand Avenue

    Waukegan, IL 60085
	
    
    9

    	 	
    RCG Waukegan Home (142567)	 	
    1616 Grand Avenue

    Waukegan, IL 60085









 




APPENDIX D




JOINT VENTURES FROM WHICH FRESENIUS WILL DIVEST ITS




JOINT VENTURE EQUITY INTERESTS AND CLINICS OWNED BY JOINT
VENTURES




	 	 	 	 	 	 	 
	 	 	 	 	Clinic Name	 	 
	 	 	Joint Venture Name	 	(Medicare provider number)	 	Clinic Address
	 	 	 	 	 	 	 
	
    
    1

    	 	
    Renal Care Group Canton, LLC	 	
    RCG-Canton (no CMS number)	 	
    260 Hospital Road Canton, GA 30114
	
    
    2

    	 	
    Brownsville Kidney Center, Ltd.	 	
    RCG-Brownsville (452737)	 	
    2945 Central Boulevard Brownsville, TX 78520
	
    
    3

    	 	
    Renal Care Group Buffalo Grove, LLC	 	
    RCG-Buffalo Grove (142650)	 	
    1291 West Dundee Road Buffalo Grove, IL 60089
	
    
    4

    	 	
    Renal Care Group Schaumburg, LLC	 	
    RCG-Schaumburg (142654)	 	
    1156 South Roselle Road Schaumburg, IL 60193
	
    
    5

    	 	
    Renal Care Group Schaumburg, LLC	 	
    RCG-Schaumburg Home (142654)	 	
    17 West Golf Road Arlington Heights, IL 60006
	
    
    6

    	 	
    El Paso Kidney Center East, Ltd.	 	
    RCG-El Paso East (452749)	 	
    10737 Gateway Boulevard West El Paso, TX 79935
	
    
    7

    	 	
    RCG Brandon, LLC	 	
    RCG-Brandon (252549)	 	
    101 Christian Drive Brandon, MS 39042
	
    
    8

    	 	
    Renal Care Group Galleria, LLC	 	
    RCG-Galleria (422660)	 	
    8592 Ricky Bell Cove Memphis, TN 38133
	
    
    9

    	 	
    RCG Brandon LLC	 	
    RCG-Brandon (no CMS number)	 	
    731 West Lumsden Road Brandon, FL 33511
	
    
    10

    	 	
    Summit Renal Care, LLC	 	
    RCG-Munroe Falls (362651)	 	
    265 North Main Street Munroe Falls, OH 44262
	
    
    11

    	 	
    Summit Renal Care, LLC	 	
    RCG-Summit (362613)	 	
    73 Massillon Road Akron, OH 44312
	
    
    12

    	 	
    Summit Renal Care, LLC	 	
    RCG-White Ponds (362623)	 	
    534 White Pond Drive Akron, OH 44320








 




APPENDIX E




MONITOR AGREEMENT







 




[Confidential Exhibit A and Confidential
Appendix B




to the Monitor Agreement Have Been Redacted from




this Public Version of the Decision and Order.]








 




Non-Public
Appendix



         









 



     





Non-Public Appendix
F




NRI Divestiture
Agreements