exv10w1







    Exhibit 10.1



 




    CONFIDENTIAL
    TREATMENT REQUESTED



 




    [*]
    indicates confidential portions omitted pursuant to a request
    for confidential treatment and filed separately with the
    Securities and Exchange Commission



 



    EXECUTION COPY



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT

    between

    NATIONAL MEDICAL CARE, INC.

    as Seller

    and

    NMC FUNDING CORPORATION

    as Purchaser

    Dated as of October 16, 2008













 







    TABLE OF
    CONTENTS



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	
    Article I

    

    DEFINITIONS

	

    Section 1.1.
    


	
 
	
    Certain Defined Terms
	
 
	 
	
    1
	 

	

    Section 1.2.
    


	
 
	
    Other Terms
	
 
	 
	
    7
	 

	

    Section 1.3.
    


	
 
	
    Computation of Time Periods
	
 
	 
	
    7
	 

	
 

	
    Article II

    

    PURCHASE AND SETTLEMENTS

	

    Section 2.1.
    


	
 
	
    Purchases of Receivables; Agreement to Purchase
	
 
	 
	
    7
	 

	

    Section 2.2.
    


	
 
	
    Payment for the Purchases
	
 
	 
	
    8
	 

	

    Section 2.3.
    


	
 
	
    Purchase Price Credit Adjustments
	
 
	 
	
    9
	 

	

    Section 2.4.
    


	
 
	
    Payments and Computations, Etc
	
 
	 
	
    9
	 

	

    Section 2.5.
    


	
 
	
    Transfer of Records to Purchaser
	
 
	 
	
    9
	 

	

    Section 2.6.
    


	
 
	
    Protection of Ownership Interest of the Purchaser
	
 
	 
	
    10
	 

	

    Section 2.7.
    


	
 
	
    Additional Transferring Affiliates
	
 
	 
	
    10
	 

	
 

	
    Article III

    

    REPRESENTATIONS AND WARRANTIES

	

    Section 3.1.
    


	
 
	
    Representations and Warranties of the Seller
	
 
	 
	
    11
	 

	

    Section 3.2.
    


	
 
	
    Reaffirmation of Representations and Warranties by the Seller
	
 
	 
	
    13
	 

	
 

	
    Article IV

    

    CONDITIONS PRECEDENT

	

    Section 4.1.
    


	
 
	
    Conditions Precedent to Closing
	
 
	 
	
    14
	 

	

    Section 4.2.
    


	
 
	
    Conditions Precedent to Purchases
	
 
	 
	
    14
	 

	
 

	
    Article V

    

    COVENANTS

	

    Section 5.1.
    


	
 
	
    Affirmative Covenants of Seller
	
 
	 
	
    14
	 

	

    Section 5.2.
    


	
 
	
    Negative Covenants of the Seller
	
 
	 
	
    18
	 

	
 

	
    Article VI

    

    ADMINISTRATION AND COLLECTION

	

    Section 6.1.
    


	
 
	
    Collection of Receivables
	
 
	 
	
    19
	 

	

    Section 6.2.
    


	
 
	
    Rights of Purchaser
	
 
	 
	
    19
	 

	

    Section 6.3.
    


	
 
	
    Special Accounts
	
 
	 
	
    20
	 

	

    Section 6.4.
    


	
 
	
    Responsibilities of the Seller
	
 
	 
	
    20
	 

	

    Section 6.5.
    


	
 
	
    Reports
	
 
	 
	
    20
	 

	
 

	
    Article VII

    

    SELLER DEFAULTS

	

    Section 7.1.
    


	
 
	
    Seller Defaults
	
 
	 
	
    21
	 

	

    Section 7.2.
    


	
 
	
    Remedies
	
 
	 
	
    22
	 

	
 

	
    Article VIII

    

    INDEMNIFICATION; EXPENSES

	

    Section 8.1.
    


	
 
	
    Indemnities by the Seller
	
 
	 
	
    22
	 

	

    Section 8.2.
    


	
 
	
    Other Costs and Expenses
	
 
	 
	
    24
	 





    

    i








 





	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	
    Article IX

    

    MISCELLANEOUS

	

    Section 9.1.
    


	
 
	
    Term of Agreement
	
 
	 
	
    24
	 

	

    Section 9.2.
    


	
 
	
    Waivers; Amendments
	
 
	 
	
    24
	 

	

    Section 9.3.
    


	
 
	
    Notices
	
 
	 
	
    24
	 

	

    Section 9.4.
    


	
 
	
    Governing Law; Submission to Jurisdiction; Integration.
	
 
	 
	
    25
	 

	

    Section 9.5.
    


	
 
	
    Severability; Counterparts
	
 
	 
	
    25
	 

	

    Section 9.6.
    


	
 
	
    Successors and Assigns
	
 
	 
	
    26
	 

	

    Section 9.7.
    


	
 
	
    Waiver of Confidentiality
	
 
	 
	
    26
	 

	

    Section 9.8.
    


	
 
	
    Confidentiality Agreement
	
 
	 
	
    26
	 

	

    Section 9.9.
    


	
 
	
    Bankruptcy Petitions
	
 
	 
	
    26
	 

	

    Section 9.10.
    


	
 
	
    Purchase Termination
	
 
	 
	
    26
	 

	

    Section 9.11.
    


	
 
	
    Subordination
	
 
	 
	
    26
	 

	

    Section 9.12.
    


	
 
	
    Characterization of the Transactions Contemplated by the
    Agreement
	
 
	 
	
    27
	 









 




    EXHIBITS



 


	 	 	 	 	 	 	 
	

    EXHIBIT A


	
 
	
    Forms of Contracts
	
 
	 
	
    A-1
	 

	

    EXHIBIT B


	
 
	
    Credit and Collection Policies and Practices
	
 
	 
	
    B-1
	 

	

    EXHIBIT C


	
 
	
    List of Special Account Banks and Designated Account Agents
	
 
	 
	
    C-1
	 

	

    EXHIBIT D


	
 
	
    Form of Special Account Letter
	
 
	 
	
    D-1
	 

	

    EXHIBIT E


	
 
	
    Form of Subordinated Note
	
 
	 
	
    E-1
	 

	

    EXHIBIT F


	
 
	
    List of Actions and Suits
	
 
	 
	
    F-1
	 

	

    EXHIBIT G


	
 
	
    Location of Records
	
 
	 
	
    G-1
	 

	

    EXHIBIT H


	
 
	
    List of Seller’s Subsidiaries, Divisions and Tradenames
	
 
	 
	
    H-1
	 

	

    EXHIBIT I


	
 
	
    Form of Transferring Affiliate Letter
	
 
	 
	
    I-1
	 

	

    EXHIBIT J


	
 
	
    List of Transferring Affiliates, Chief Executive Offices of
    Transferring Affiliates and Tradenames
	
 
	 
	
    J-1
	 

	

    EXHIBIT K


	
 
	
    Form of Account Agent Agreement
	
 
	 
	
    K-1
	 










    

    ii








 







    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT



 



    This AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
    “Agreement”) dated as of October 16, 2008,
    is entered into by and between NATIONAL MEDICAL CARE, INC., a
    Delaware corporation, as seller (the “Seller”),
    and NMC FUNDING CORPORATION, a Delaware corporation, as
    purchaser (the “Purchaser”).



 




    PRELIMINARY
    STATEMENTS



 



    WHEREAS, the Seller and the Purchaser are parties to that
    certain Receivables Purchase Agreement dated as of
    August 28, 1997 (as amended prior to the date hereof, the
    “Existing Receivables Purchase
    Agreement”); and



 



    WHEREAS, the parties hereto desire to amend and restate the
    Existing Receivables Purchase Agreement in its entirety.



 



    NOW, THEREFORE, the parties hereby agree as follows:



 




    ARTICLE I

    



 




    DEFINITIONS
    



 



    Section 1.1. Certain
    Defined Terms. Capitalized terms used and not otherwise
    defined herein have the meanings assigned to such terms in the
    TAA. As used in this Agreement, the following terms shall have
    the following meanings:



 



    “Account Agent Agreement” means an agreement in
    substantially the form of Exhibit K hereto.



 



    “Adverse Claim” means a lien, security
    interest, charge or encumbrance, or other right or claim in, of
    or on any Person’s assets or properties in favor of any
    other Person (including any UCC financing statement or any
    similar instrument filed against such Person’s assets or
    properties).



 



    “Affected Assets” means, collectively, the
    Receivables and the Related Security, Collections and Proceeds
    relating thereto.



 



    “Affiliate” means, with respect to any Person,
    any other Person directly or indirectly controlling, controlled
    by, or under direct or indirect common control with, such
    Person. A Person shall be deemed to control another Person if
    the controlling Person possesses, directly or indirectly, the
    power to direct or cause the direction of the management or
    policies of the controlled Person, whether through ownership of
    voting stock, by contract or otherwise.



 



    “Aggregate Unpaids” has the meaning specified
    in the TAA.



 



    “Agreement” has the meaning specified in the
    Preamble hereto.



 



    “Bankruptcy Code” means the United States
    Bankruptcy Code, 11 U.S.C. §101 et seq., as amended.



 



    “Base Rate” has the meaning specified in the
    TAA.



 



    “Benefit Plan” means any employee benefit plan
    as defined in Section 3(3) of ERISA in respect of which the
    Seller or any ERISA Affiliate of the Seller is, or at any time
    during the immediately preceding six years was, an
    “employer” as defined in Section 3(5) of ERISA.



 



    “BMA” means Bio-Medical Applications Management
    Company, Inc., a Delaware corporation, and its successors and
    permitted assigns.



 



    “BMA Transfer Agreement” means that certain
    Receivables Purchase Agreement of even date herewith by and
    between BMA, as seller, and NMC, as purchaser, as the same may
    be amended, restated, supplemented or otherwise modified from
    time to time.



 



    “Business Day” means any day excluding
    Saturday, Sunday and any day on which banks in New York, New
    York are authorized or required by law to close.



 



    “Capitalized Lease” of a Person means any lease
    of property by such Person as lessee which would be capitalized
    on a balance sheet of such Person prepared in accordance with
    GAAP.



 



    “CHAMPUS/VA” means, collectively, (i) the
    Civilian Health and Medical Program of the Uniformed Service, a
    program of medical benefits covering retirees and dependents of
    a member or a former member of a uniformed service, provided,
    financed and supervised by the United States Department of
    Defense and













 






    established by 10 USC §1071 et seq. and
    (ii) the Civilian Health and Medical Program of Veterans
    Affairs, a program of medical benefits covering dependents of
    veterans, administered by the United States Veterans’
    Administration and Department of Defense and established by
    38 USC §1713 et seq.



 



    “CHAMPUS/VA Regulations” means collectively,
    all regulations of the Civilian Health and Medical Program of
    the Uniformed Services and the Civilian Health and Medical
    Program of Veterans Affairs, including (a) all federal
    statutes (whether set forth in 10 USC 1071, 38 USC
    1713 or elsewhere) affecting CHAMPUS/VA; and (b) all
    applicable provisions of all rules, regulations (including
    32 CFR 199 and 38 CFR 17.54), manuals, orders, and
    administrative, reimbursement and other guidelines of all
    Governmental Authorities (including, without limitation, HHS,
    the Department of Defense, the Veterans’ Administration,
    the Department of Transportation, the Assistant Secretary of
    Defense (Health Affairs), and the Office of CHAMPUS, or any
    Person or entity succeeding to the functions of any of the
    foregoing) promulgated pursuant to or in connection with any of
    the foregoing (whether or not having the force of law), in each
    case as may be amended, supplemented or otherwise modified from
    time to time.



 



    “Closing Date” means October 16, 2008.



 



    “Code” means the Internal Revenue Code of 1986,
    as amended.



 



    “Collection Account” has the meaning specified
    in the TAA.



 



    “Collection Agent” means at any time the Person
    then authorized pursuant to Section 6.1 of the TAA to
    service, administer and collect Receivables.



 



    “Collection Date” means the date on which the
    TAA shall be terminated in accordance with its terms and all of
    the Aggregate Unpaids thereunder paid in full.



 



    “Collections” means, with respect to any
    Receivable, all cash collections and other cash proceeds of such
    Receivable, including, without limitation, all Finance Charges,
    if any, and cash proceeds of Related Security with respect to
    such Receivable.



 



    “Commercial Obligor” means any Obligor referred
    to in clause (C) or (E) of the definition of
    “Obligor”.



 



    “Concentration Account” has the meaning
    specified in the TAA.



 



    “Concentration Account Agreement” has the
    meaning specified in the TAA.



 



    “Concentration Account Bank” has the meaning
    specified in the TAA.



 



    “Concentration Account Notice” has the meaning
    specified in the TAA.



 



    “Confidential Information” has the meaning
    specified in Section 5.1(d).



 



    “Contract” means an agreement between an
    Originating Entity and an Obligor (including, without
    limitation, an oral agreement, a written contract, an invoice or
    an open account agreement) pursuant to or under which such
    Obligor shall be obligated to pay for services or merchandise
    from time to time; provided that, in order to be an
    “Eligible Receivable”, a Receivable must arise from a
    Contract which (i) if in writing, is in substantially the
    form of one of the forms of written contract set forth in
    Exhibit A hereto or otherwise approved by the Purchaser,
    and (ii) if an open account agreement, is evidenced by one
    of the forms of invoices set forth in Exhibit A hereto or
    otherwise approved by the Purchaser.



 



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



 



    “Designated Account Agent” means, in the case
    of any Originating Entity, an Affiliate thereof that
    (i) is, directly or indirectly, a wholly-owned Subsidiary
    of FMCH, (ii) has agreed to maintain a deposit account for
    the benefit of such Originating Entity to which Obligors in
    respect of such Originating Entity have been directed to remit
    payments on Receivables, and (iii) shall have executed and
    delivered to the Purchaser an Account Agent Agreement.



 



    “Eligible Receivable” has the meaning set forth
    in the TAA, except that, for purposes of this Agreement
    (a) the criteria listed in clause (ii) of the
    definition of Eligible Receivable in the TAA shall not be
    applicable and (b) references in clauses (iii),
    (iv) and (v) of such definition in the TAA to
    “the time of the initial creation of an interest therein
    hereunder” shall instead be deemed to mean and refer to
    “the time such Receivable was sold or transferred by the
    Seller to the Purchaser hereunder.”




    

    2








 






    “ERISA” means the U.S. Employee Retirement
    Income Security Act of 1974, as amended from time to time, and
    the regulations promulgated and rulings issued thereunder.



 



    “ERISA Affiliate” means, with respect to any
    Person, (i) any corporation which is a member of the same
    controlled group of corporations (within the meaning of
    Section 414(b) of the Code (as in effect from time to time,
    the “Code”)) as such Person; (ii) a trade or
    business (whether or not incorporated) under common control
    (within the meaning of Section 414(c) of the Code) with
    such Person; or (iii) a member of the same affiliated
    service group (within the meaning of Section 414(n) of the
    Code) as such Person, any corporation described in
    clause (i) above or any trade or business described in
    clause (ii) above.



 



    “Event of Bankruptcy” means, with respect to
    any Person, (i) that such Person (a) shall generally
    not pay its debts as such debts become due or (b) shall
    admit in writing its inability to pay its debts generally or
    (c) shall make a general assignment for the benefit of
    creditors; (ii) any proceeding shall be instituted by or
    against such Person seeking to adjudicate it as bankruptcy or
    insolvent, or seeking liquidation, winding up, reorganization,
    arrangements, adjustment, protection, relief or composition of
    it or its debts under any law relating to bankruptcy, insolvency
    or reorganization or relief of debtors, or seeking the entry of
    an order for relief or the appointment of a receiver, trustee or
    other similar official for it or any substantial part of its
    property or (iii) if such Person is a corporation (or other
    business entity), such Person or any Subsidiary shall take any
    corporate (or analogous) action to authorize any of the actions
    set forth in the preceding clauses (i) or (ii).



 



    “Finance Charges” means, with respect to a
    Contract, any finance, interest, late or similar charges owing
    by an Obligor pursuant to such Contract.



 



    “FME KGaA” means Fresenius Medical Care
    AG & Co. KgaA., formerly known as Fresenius Medical
    Care AG, a partnership limited by shares organized and existing
    under the laws of the Federal Republic of Germany and its
    successors and permitted assigns.



 



    “FME KGaA Credit Facility” shall have the
    meaning specified in the TAA.



 



    “FMCH” means Fresenius National Medical Care
    Holdings, Inc., a New York corporation, and its successors and
    permitted assigns.



 



    “GAAP” means generally accepted accounting
    principles set forth in the opinions and pronouncements of the
    Accounting Principles Board of the American Institute of
    Certified Public Accountants and statements and pronouncements
    of the Financial Accounting Standards Board or in such other
    statements by such accounting profession, which are in effect as
    of the date of this Agreement.



 



    “Guaranty” means, with respect to any Person
    any agreement by which such Person assumes, guarantees,
    endorses, contingently agrees to purchase or provide funds for
    the payment of, or otherwise becomes liable upon, the obligation
    of any other Person, or agrees to maintain the net worth or
    working capital or other financial condition of any other Person
    or otherwise assures any other creditor of such other Person
    against loss, including, without limitation, any comfort letter,
    operating agreement or take-or-pay contract and shall include,
    without limitation, the contingent liability of such Person in
    connection with any application for a letter of credit.



 



    “HCFA” means the Health Care Financing
    Administration, an agency of the HHS charged with administering
    and regulating, among other things, certain aspects of Medicaid
    and Medicare.



 



    “HHS” means the Department of Health and Human
    Services, an agency of the Federal Government of the United
    States.



 



    “Hospital Obligor” means any Obligor referred
    to in clause (D) of the definition of “Obligor”
    contained in this Section 1.1 hereof.



 



    “Indebtedness” means, with respect to any
    Person and without duplication, such Person’s
    (i) obligations for borrowed money, (ii) obligations
    representing the deferred purchase price of property other than
    accounts payable arising in the ordinary course of such
    Person’s business on terms customary in the trade,
    (iii) obligations, whether or not assumed, secured by liens
    or payable out of the proceeds or production from property now
    or hereafter owned or acquired by such Person,
    (iv) obligations which are evidenced by notes, acceptances,
    or other instruments, (v) Capitalized Lease obligations and
    (vi) obligations for which such Person is obligated
    pursuant to a Guaranty.



 



    “Indemnified Amounts” has the meaning specified
    in Section 8.1 hereof.



 



    “Indemnified Parties” has the meaning specified
    in Section 8.1 hereof.




    

    3








 






    “Intermediate Concentration Account” has the
    meaning specified in the TAA.



 



    “Intermediate Concentration Account Agreement”
    has the meaning specified in the TAA.



 



    “Intermediate Concentration Account Bank” has
    the meaning specified in the TAA.



 



    “Intermediate Concentration Account Notice” has
    the meaning specified in the TAA.



 



    “Investor Report” has the meaning specified in
    the TAA.



 



    “Law” means any law (including common law),
    constitution, statute, treaty, regulation, rule, ordinance,
    order, injunction, writ, decree or award of any Official Body.



 



    “Material Adverse Effect” means a material
    adverse effect on any of (i) the collectibility or
    enforceability of a material portion of the Receivables or
    Related Security, (ii) the ability of the Seller or any
    other Originating Entity to charge or collect a material portion
    of the Receivables or Related Security, (iii) the ability
    of (A) the Seller or any other Originating Entity to
    perform or observe in any material respect any provision of this
    Agreement or any other Transaction Document to which it is a
    party or (B) of FME KGaA or FMCH to cause the due and
    punctual performance and observation by the Seller of any such
    provision or, if the Seller shall fail to do so, to perform or
    observe any such provision required to be performed or observed
    by the Seller under this Agreement or any other Transaction
    Document to which the Seller is party, in each case pursuant to
    the Parent Agreement, (iv) the ability of (A) any
    Transferring Affiliate to perform or observe in any material
    respect any provision of the Transferring Affiliate Letter or,
    in the case of BMA, the BMA Transfer Agreement, or, in the case
    of any Designated Account Agent, the applicable Account Agent
    Agreement or (B) of FME KGaA or FMCH to cause the due and
    punctual performance and observation by such Transferring
    Affiliate, BMA or such Designated Account Agent of any such
    provision or, if such Transferring Affiliate, BMA or such
    Designated Account Agent shall fail to do so, to perform or
    observe any such provision, in each case, pursuant to the Parent
    Agreement, (v) the financial condition, operations,
    businesses or properties of FME KGaA, FMCH, the Seller or the
    Transferor or (vi) the interests of the Purchaser
    and/or its
    assignees under the Transaction Documents.



 



    “Medicaid” means the medical assistance program
    established by Title XIX of the Social Security Act
    (42 USC §§1396 et seq.) and any statutes
    succeeding thereto.



 



    “Medicaid Regulations” means, collectively,
    (a) all federal statutes (whether set forth in
    Title XIX of the Social Security Act or elsewhere)
    affecting Medicaid; (b) all state statutes and plans for
    medical assistance enacted in connection with such statutes and
    federal rules and regulations promulgated pursuant to or in
    connection with such statutes; and (c) all applicable
    provisions of all rules, regulations manuals, orders and
    administrative, reimbursement and other guidelines of all
    Governmental Authorities (including, without limitation, HHS,
    HCFA, the office of the Inspector General for HHS, or any Person
    succeeding to the functions of any of the foregoing) promulgated
    pursuant to or in connection with any of the foregoing (whether
    or not having the force of law), in each case as may be amended,
    supplemented or otherwise modified from time to time.



 



    “Medicare” means the health insurance program
    for the aged and disabled established by Title XVIII of the
    Social Security Act (42 USC §§1395 et seq.) and
    any statutes succeeding thereto.



 



    “Medicare Regulations” means, collectively,
    (a) all federal statutes (whether set forth in
    Title XVIII of the Social Security Act or elsewhere)
    affecting Medicare; and (b) all applicable provisions of
    all rules, regulations, manuals, orders and administrative,
    reimbursement and other guidelines of all Governmental
    Authorities (including, without limitation, HHS, HCFA, the
    Office of the Inspector General for HHS, or any Person
    succeeding to the functions of any of the foregoing) promulgated
    pursuant to or in connection with the foregoing (whether or not
    having the force of law), as each may be amended, supplemented
    or otherwise modified from time to time.



 



    “Moody’s” means Moody’s Investors
    Service, Inc.



 



    “Multiemployer Plan” means a
    “multiemployer plan” as defined in
    Section 4001(a)(3) of ERISA which is or was at any time
    during the current year or the immediately preceding five years
    contributed to by the Seller or any ERISA Affiliate of the
    Seller on behalf of its employees.



 



    “Net Investment” has the meaning specified in
    the TAA.



 



    “Obligor” of any Receivable means (i) any
    Person obligated to make payments of such Receivable pursuant to
    a Contract
    and/or
    (ii) any Person owing any amount in respect of such
    Receivable, or in respect of any Related Security with respect
    to such Receivable, all such Persons referred to in any of
    clauses (A), (B),




    

    4








 






    (E), (F) and (G) below, and each Person referred to in
    any of clauses (C) and (D) below, to be deemed for
    purposes of this Agreement to be one Obligor:



 



    (A): all Persons owing Receivables or Related Security
    under the Medicare program.



 



    (B): all Persons owing Receivables or Related Security
    under the Medicaid program.



 



    (C): each Person which is an insurance company.



 



    (D): each Person which is a hospital or other health care
    provider.



 



    (E): all Persons, other than health care providers or
    Persons referred to in clause (A), (B), (C) or
    (D) above or clause (F) or (G) below, owing
    Receivables arising from the sale by NMC Medical Products, Inc.
    of services or merchandise.



 



    (F): all Persons owing Receivables or Related Security
    under the CHAMPUS/VA Program.



 



    (G): all Persons who receive the services or merchandise
    the sale of which results in Receivables that are not insured,
    guaranteed or otherwise supported in respect thereof by any of
    the Persons referred to in clauses (A) through
    (F) above, including any Person owing any amount in respect
    of Receivables by reason of insurance policy deductibles or
    co-insurance agreements or arrangements.



 



    “Official Body” means any government or
    political subdivision or any agency, authority, bureau, central
    bank, commission, department or instrumentality of any such
    government or political subdivision, or any court, tribunal,
    grand jury or arbitrator, in each case whether foreign or
    domestic.



 



    “Original Closing Date” means August 28,
    1997.



 



    “Originating Entity” means any of the Seller
    and any Transferring Affiliate.



 



    “Parent Agreement” has the meaning specified in
    the TAA.



 



    “Parent Group” means, collectively, FME KGaA,
    FMCH, the Seller, the Originating Entities and their
    Subsidiaries and Affiliates (other than the Purchaser), and
    “Parent Group Member” means any such Person
    individually.



 



    “Person” means any corporation, limited
    liability company, natural person, firm, joint venture,
    partnership, trust, unincorporated organization, enterprise,
    government or any department or agency or any government.



 



    “Potential Seller Default” means an event which
    but for the lapse of time or the giving of notice, or both,
    would constitute a Seller Default.



 



    “Primary Payor” means (i) each Obligor
    referred to in clauses (A), (B), (E), (F) and (G) of
    the definition of “Obligor”, (ii) collectively,
    all Obligors of the type referred to in clause (C) of the
    definition of “Obligor” and (iii) collectively,
    all Obligors of the type referred to in clause (D) of the
    definition of “Obligor”.



 



    “Proceeds” means “proceeds” as
    defined in
    Section 9-102
    of the UCC.



 



    “Purchase” means, on any Business Day, the
    sale, assignment, contribution, transfer
    and/or other
    conveyance of Receivables, together with the Related Assets with
    respect thereto, from the Seller to the Purchaser in accordance
    with the terms of Article II hereof.



 



    “Purchase Price” means, with respect to any
    Purchase on any date, the aggregate price to be paid to the
    Seller in connection therewith, which shall be an amount equal
    to (i) the Outstanding Balance of the Receivables that are
    the subject of such Purchase, minus any Contractual
    Adjustments in respect of such Receivables, multiplied by
    (ii) the Purchase Price Percentage then in effect.



 



    “Purchase Price Credit” means a credit in favor
    of the Purchaser against the Purchase Price otherwise due and
    payable by the Purchaser hereunder.



 



    “Purchase Price Percentage” means 97%, or such
    other percentage as may be agreed from time to time by the
    Purchaser and the Seller and which would provide the Purchaser
    with a reasonable return on its Purchases hereunder after taking
    into account (i) the time value of money based upon the
    anticipated dates of collection of such Receivables and the cost
    to the Purchaser of financing its investment in such Receivables
    during such period and (ii) the risk of nonpayment by the
    Obligors. The Seller and the Purchaser may agree from time to
    time to change the Purchase Price Percentage based on changes in
    the items described in clauses (i) and (ii) above,
    provided that any change to the Purchase Price Percentage
    shall apply only prospectively and shall




    

    5








 






    not affect the Purchase Price in respect of Purchases made prior
    to the date on which the Purchaser and the Seller agree to make
    such change.



 



    “Purchaser” means NMC Funding Corporation, and
    its successors and permitted assigns.



 



    “Receivable” means the indebtedness of any
    Obligor, whether constituting an account, chattel paper,
    instrument, insurance claim, investment property or general
    intangible, arising in connection with the sale or lease of
    merchandise, or the rendering of services, by an Originating
    Entity, and includes the right to payment of any Finance Charges
    and other obligations of such Obligor with respect thereto.



 



    “Receivable Systems” has the meaning specified
    in Section 3.1(z).



 



    “Records” means all Contracts and other
    documents, books, records and other information (including,
    without limitation, computer programs, tapes, discs, punch
    cards, data processing software and related property and rights)
    maintained with respect to receivables and the related Obligors.



 



    “Related Assets” has the meaning specified in
    Section 2.1(a) hereof.



 



    “Related Security” means with respect to any
    Receivable, all of the Seller’s rights, title and interest
    in, to and under:



 



    (i) all of the Seller’s or any Transferring
    Affiliate’s interest, if any, in the merchandise (including
    returned or repossessed merchandise), if any, the sale of which
    gave rise to such Receivable;



 



    (ii) all other security interests or liens and property
    subject thereto from time to time, if any, purporting to secure
    payment of such Receivable, whether pursuant to the Contract
    related to such Receivable or otherwise, together with all
    financing statements signed by an Obligor describing any
    collateral securing such Receivable;



 



    (iii) all guarantees, indemnities, warranties, insurance
    (and proceeds and premium refunds thereof) or other agreements
    or arrangements of any kind from time to time supporting or
    securing payment of such Receivable whether pursuant to the
    Contract related to such Receivable or otherwise, including,
    without limitation, insurance, guaranties and other agreements
    or arrangements under the Medicare program, the Medicaid
    program, state renal programs, CHAMPUS/VA, private insurance
    policies, and hospital and other health care programs and health
    care provider arrangements;



 



    (iv) all Records related to such Receivable;



 



    (v) all rights and remedies of the Seller (A) under
    the Transferring Affiliate Letter, together with all financing
    statements filed in connection therewith against the
    Transferring Affiliates and (B) under the BMA Transfer
    Agreement, together with all financing statements filed in
    connection therewith against BMA; and



 



    (vi) all Proceeds of any of the foregoing.



 



    “Responsible Officer” means any of the Chief
    Executive Officer, the President, the Chief Financial Officer,
    the Controller, the Treasurer or an Assistant Treasurer of the
    Seller.



 



    “Revolving Loan” has the meaning specified in
    Section 2.2(c).



 



    “Seller” means National Medical Care, Inc., a
    Delaware corporation, and its successors and permitted assigns.



 



    “Seller Default” has the meaning specified in
    Section 7.1.



 



    “Settlement Date” means (i) the last
    Business Day of each calendar month with respect to the
    immediately preceding calendar month and (ii) any
    additional day designated by the Purchaser.



 



    “Social Security Act” means the Social Security
    Act, as amended from time to time, and the regulations
    promulgated and rulings and advisory opinions issued thereunder.



 



    “Special Account” means a special depositary
    account maintained at a bank acceptable to the Agent for the
    purpose of receiving Collections, which account is in the name
    of either (i) the Originating Entity in respect of the
    Receivables giving rise to such Collections or (ii) a
    Designated Account Agent acting on behalf of such Originating
    Entity.



 



    “Special Account Bank” means any of the banks
    holding one or more Special Accounts.




    

    6








 






    “Special Account Letter” means a letter, in
    substantially the form of Exhibit D hereto, from an
    Originating Entity (or, if applicable, a Designated Account
    Agent) to any Special Account Bank, executed by such Originating
    Entity (or such Designated Account Agent) to such Special
    Account Bank.



 



    “Standard & Poor’s” or
    “S&P” means Standard &
    Poor’s Ratings Services, a division of McGraw-Hill
    Companies, Inc.



 



    “Subordinated Note” has the meaning specified
    in Section 2.2(d) hereof.



 



    “Subsidiary” of a Person means any Person more
    than 50% of the outstanding voting interests of which shall at
    any time be owned or controlled, directly or indirectly, by such
    Person or by one or more Subsidiaries of such Person or any
    similar business organization which is so owned or controlled.



 



    “TAA” means that certain Fourth Amended and
    Restated Transfer and Administration Agreement dated as of the
    Closing Date among the Purchaser, as “Transferor”, the
    Seller, as the initial “Collection Agent” thereunder,
    the Persons parties thereto as “Conduit Investors”,
    the Persons parties thereto as “Bank Investors”, the
    Persons parties thereto as “Administrative Agents” and
    WestLB AG, New York Branch, as “Agent”, as the same
    has been or may hereafter be from time to time amended,
    restated, supplemented or otherwise modified.



 



    “Termination Date” means the date, occurring
    after the “Termination Date” under the TAA, which the
    parties hereto agree shall be the Termination Date for purposes
    of this Agreement.



 



    “Transaction Documents” has the meaning
    specified in the TAA.



 



    “UCC” means, with respect to any state, the
    Uniform Commercial Code as from time to time in effect in such
    state.



 



    “U.S.” or “United States”
    means the United States of America.



 



    “US Government Obligor” means any Obligor that
    is the government of the United States, or any subdivision or
    agency thereof the obligations of which are supported by the
    full faith and credit of the United States, and shall
    include any Obligor referred to in clause (A), (B) or
    (F) of the definition of “Obligor”.



 



    “Voting Stock” shall have the meaning specified
    in the TAA.



 



    Section 1.2. Other
    Terms. All accounting terms not specifically defined herein
    shall be construed in accordance with GAAP. All terms used in
    Article 9 of the UCC in the State of New York, and not
    specifically defined herein, are used herein as defined in such
    Article 9.



 



    Section 1.3. Computation
    of Time Periods. Unless otherwise stated in this Agreement,
    in the computation of a period of time from a specified date to
    a later specified date, the word “from” means
    “from and including”, the words “to” and
    “until” each means “to but excluding”, and
    the word “within” means “from and excluding a
    specified date and to and including a later specified date”.



 



    Section 1.4. Amendment
    and Restatement. Subject to the satisfaction of the
    conditions precedent set forth in Section 4.1, this
    Agreement amends and restates the Existing Receivables Purchase
    Agreement in its entirety. This Agreement is not intended to
    constitute a novation of the Existing Receivables Purchase
    Agreement. Upon the effectiveness of this Agreement (the
    “Effective Date”), each reference to the
    Existing Receivables Purchase Agreement in any other document,
    instrument or agreement executed
    and/or
    delivered in connection therewith shall mean and be a reference
    to this Agreement.



 




    ARTICLE II

    



 




    PURCHASE AND
    SETTLEMENTS
    



 



    Section 2.1. Purchases
    of Receivables; Agreement to Purchase. (a) Subject to
    the terms and conditions hereinafter set forth, the Purchaser
    hereby purchases from the Seller, and the Seller hereby sells,
    transfers, assigns and otherwise conveys to the Purchaser, all
    of the Seller’s right, title and interest in and to each
    and every Receivable existing as of the Original Closing Date as
    well as each and every Receivable which may arise at any time
    thereafter until the Termination Date, together, in each case,
    with the Related Security, Collections and Proceeds with respect
    thereto (such Related Security, Collections and Proceeds,
    collectively, the “Related Assets”). All of the
    Seller’s right, title and interest in and to all
    Receivables and the Related Assets with respect thereto arising
    on each day prior to the Termination Date shall, without further
    action of any type being required on the part of the Purchaser
    or the Seller (and notwithstanding any delay in making payment
    of the Purchase Price therefor, or any delay in making any
    notation reflecting payment of such Purchase Price), be
    automatically transferred on such day to the Purchaser,
    whereupon the Purchaser shall have the obligation to pay the
    Purchase Price in respect thereof in the manner, at the




    

    7








 






    time and otherwise in accordance with the terms specified in
    this Agreement. Prior to paying the Purchase Price hereunder in
    respect of any Purchase, the Purchaser may request of the
    Seller, and the Seller shall deliver, such approvals, opinions,
    information, reports or documents as the Purchaser may
    reasonably request.



 



    (b) It is the intention of the parties hereto that each
    Purchase of Receivables made hereunder shall constitute a true
    sale of such Receivables and the Related Assets with respect
    thereto (including, in the case of Receivables, a “sale of
    accounts,” as such term is used in Article 9 of the
    UCC), which sales shall, in each case, be absolute and
    irrevocable and provide the Purchaser with the full benefits of
    ownership of such Receivables and Related Assets. Except for the
    Purchase Price Credits owed pursuant to Section 2.3 hereof,
    each sale of Receivables by the Seller to the Purchaser is made
    without recourse to the Seller; provided, however,
    that (i) the Seller shall be liable to the Purchaser for
    all representations, warranties and covenants made by the Seller
    pursuant to the terms of this Agreement or any other Transaction
    Document, and (ii) such sale does not constitute and is not
    intended to result in an assumption by the Purchaser of any
    obligation of the Seller, any Transferring Affiliate or any
    other Person arising under or in connection with the
    Receivables, the Related Assets
    and/or the
    related Contracts. In view of the intention of the parties
    hereto that the Purchases of Receivables made hereunder shall
    constitute sales of such Receivables rather than a loan secured
    by such Receivables, the Seller agrees on or prior to the date
    hereof to mark its master data processing records relating to
    the Receivables with a legend, acceptable to the Purchaser,
    evidencing that the Purchaser has purchased such Receivables as
    provided in this Agreement and to note in its financial
    statements that its Receivables have been sold to the Purchaser.



 



    (c) Notwithstanding any other provision of this Agreement
    to the contrary, no Purchases shall be made hereunder from and
    after the time of any Event of Bankruptcy with respect to the
    Seller or the Purchaser.



 



    Section 2.2. Payment
    for the Purchases. (a) The Purchase Price for the
    initial Purchase of Receivables hereunder shall be payable in
    full by the Purchaser to the Seller, and shall be paid to the
    Seller in the following manner on the date of such initial
    Purchase: (i) by the issuance of equity in the manner
    contemplated in that certain Stockholder and Subscription
    Agreement dated as of August 28, 1997 between the Seller
    and the Purchaser and having a value of not less than the
    greater of (A) $5,000,000 or (B) three percent (3.00%)
    of the Net Investment outstanding at such time under the TAA,
    after giving effect to such sale under the TAA, (ii) by
    delivery of immediately available funds, to the extent of funds
    made available to the Purchaser in connection with its
    subsequent sale of an interest in such Receivables to the Agent
    (on behalf of any Conduit Investor or the Bank Investors, as
    applicable) under the TAA and (iii) the balance, with the
    proceeds of a Revolving Loan. The Purchase Price for each
    Purchase after the initial Purchase shall be payable in full by
    the Purchaser to the Seller or its designee on the date of such
    Purchase, except that the Purchaser may, with respect to
    any such Purchase, offset against such Purchase Price any
    amounts owed by the Seller to the Purchaser hereunder and which
    have become due but remain unpaid.



 



    (b) If on any date the amount of cash available to the
    Purchaser to pay for the Purchases of Receivables to be made on
    such date is less the Purchase Price owing therefor, the
    Purchaser shall, with notice to the Seller, pay such remaining
    part of the Purchase Price by borrowing from the Seller a
    revolving loan (each a “Revolving Loan”), and
    the Seller, subject to the remaining provisions of this
    paragraph, irrevocably agrees to advance, and shall be deemed to
    have advanced, a Revolving Loan in the amount so specified by
    the Purchaser; provided, however, that no such
    Revolving Loan shall be made to the Purchaser, if, after giving
    effect thereto, either (i) the aggregate outstanding amount
    of the Revolving Loans would exceed the aggregate Outstanding
    Balance of the Eligible Receivables minus the aggregate
    Net Investment outstanding at such time under the TAA or
    (ii) the Purchaser’s net worth would be less than the
    greater of (A) $5,000,000 or (B) three percent (3.00%)
    of the aggregate Net Investment outstanding at such time under
    the TAA. The Revolving Loans shall be evidenced by, and shall be
    payable in accordance with the terms and provisions of, a
    promissory note in the form of Exhibit E hereto (the
    “Subordinated Note”) and shall be payable
    solely from funds which the Purchaser is not required under the
    TAA to set aside for the benefit of, or otherwise pay over to,
    the Agent, any Conduit Investor
    and/or the
    Bank Investors.



 



    (c) In the case of any Purchase subsequent to the initial
    Purchase, if the Purchaser has insufficient funds to pay in full
    the applicable Purchase Price therefor (after taking into
    account the proceeds received from any Transfers under the TAA
    and the proceeds of Revolving Loans made hereunder), then the
    Seller shall be deemed to have contributed to the capital of the
    Purchaser Receivables having a Purchase Price equal to the
    otherwise unpaid portion of the total Purchase Price owed on
    such day.



 



    (d) The respective Purchase Prices for the Purchases made
    during any calendar month shall be settled on a monthly basis on
    the Settlement Date occurring in the succeeding calendar month,
    such settlement to be made based on the information contained in
    the Investor Report in respect of such calendar month. With
    respect to any such settlement, each adjustment to the
    outstanding balance of the Subordinated Note made pursuant to
    this Article II and each capital contribution made by the
    Seller to the Purchaser pursuant to this Article II shall
    be deemed to have




    

    8








 






    occurred and shall be effective as of the last Business Day of
    the calendar month to which such settlement relates.
    Notwithstanding the foregoing, to the extent the Purchaser
    receives either Collections or proceeds from any Incremental
    Transfers, which, in either case, it is not required to hold in
    trust for, or remit to, the Agent, any Conduit Investor
    and/or any
    of the Bank Investors pursuant to the TAA, then the Purchaser
    shall remit such funds to the Seller (net of any funds needed to
    pay existing expenses of the Purchaser which are then accrued
    and unpaid) in the following order of application: first
    to pay the Purchase Price for any Receivables Purchased from the
    Seller; and second to pay amounts owed by the Purchaser
    to the Seller under the Subordinated Note; provided, that
    if on any Settlement Date it is determined that the aggregate
    amount of funds so remitted by the Purchaser to the Seller
    during any calendar month exceeded the aggregate of the amounts
    described in clauses first and second above due
    and payable by the Purchaser to the Seller during such calendar
    month, such excess funds shall be returned forthwith by the
    Seller to the Purchaser.



 



    Section 2.3. Purchase
    Price Credit Adjustments. (a) If on any day the
    Outstanding Balance of a Receivable is either (x) reduced
    as a result of any defective, rejected or returned merchandise
    or services, any discount, credit, Contractual Adjustment,
    rebate, dispute, warranty claim, repossessed or returned goods,
    chargeback, allowance, any billing adjustment or other
    adjustment, or (y) reduced or canceled as a result of a
    setoff or offset in respect of any claim by any Person (whether
    such claim arises out of the same or a related transaction or an
    unrelated transaction), the Purchaser shall be entitled to a
    Purchase Price Credit in an amount equal to the full amount of
    such reduction or cancellation. In addition, if on any day it is
    determined that (i) any of the representations or
    warranties in Article III was untrue with respect to a
    Receivable as of the date such representation or warranty was
    made or (ii) any of the representations or warranties set
    forth in Section 3.1(d) or Section 3.1(j) becomes
    untrue with respect to a Receivable (whether on or after the
    date of any transfer thereof to the Purchaser as contemplated
    hereunder) or (iii) a Receivable that was formerly treated
    as or represented to be an Eligible Receivable does not satisfy
    the requirements in paragraph (xi) of the definition of
    “Eligible Receivable” in the TAA, then, in any such
    case, the Purchaser shall be entitled to a Purchase Price Credit
    in an amount equal the Outstanding Balance of such Receivable.
    If any Purchase Price Credit to which the Purchaser is entitled
    pursuant to this Section 2.3 exceeds the Purchase
    Price of the Receivables to be sold hereunder on any date, then
    the Seller shall pay the remaining amount of such Purchase Price
    Credit to the Purchaser in cash on the next succeeding Business
    Day; provided that, if the Termination Date has not
    occurred, the Seller shall be allowed to deduct the remaining
    amount of such Purchase Price Credit from any indebtedness owed
    to it under the Subordinated Note.



 



    (b) Any payment by an Obligor in respect of any
    indebtedness owed by it to the Seller shall, except as otherwise
    specified by such Obligor or otherwise required by contract or
    law and unless otherwise instructed by the Purchaser, be applied
    as a Collection of any Receivable of such Obligor which was
    included in a Purchase hereunder (starting with the oldest such
    Receivable) before being applied to any other receivable or
    other indebtedness of such Obligor.



 



    Section 2.4. Payments
    and Computations, Etc. All amounts to be paid or deposited
    by the Seller hereunder shall be paid or deposited in accordance
    with the terms hereof no later than 11:00 a.m. (New York
    City time) on the day when due in immediately available funds.
    The Seller shall, to the extent permitted by law, pay to the
    Purchaser, upon demand, interest on all amounts not paid or
    deposited when due hereunder at a rate equal to 2% per annum
    plus the Base Rate. All computations of interest hereunder shall
    be made on the basis of a year of 360 days for the actual
    number of days (including the first but excluding the last day)
    elapsed. Any computations by the Purchaser of amounts payable by
    the Seller hereunder shall be binding upon the Seller absent
    manifest error.



 



    Section 2.5. Transfer
    of Records to Purchaser. (a) In connection with the
    Purchases of Receivables hereunder, the Seller hereby sells,
    transfers, assigns and otherwise conveys to the Purchaser all of
    the Seller’s right and title to and interest in the Records
    relating to all Receivables included in any Purchase hereunder,
    without the need for any further documentation in connection
    with any such Purchase. In connection with such transfer, the
    Seller hereby grants to each of the Purchaser and the Collection
    Agent (including, without limitation, any successor Collection
    Agent appointed in accordance with the TAA) an irrevocable,
    non-exclusive license to use, without royalty or payment of any
    kind, all software now or hereafter used by the Seller to
    account for the Receivables, to the extent necessary to
    administer the Receivables, whether such software is owned by
    the Seller or is owned by others and used by the Seller under
    license agreements with respect thereto (the
    “Software”). As of the date hereof, with respect to
    all Software now existing, either (i) no consent by any
    licensor of the Seller to such grant is required, (ii) if
    any such consent is required, such consent has been obtained, or
    (iii) the data administered and managed with the use of
    such Software is in a form such that other types of software
    that are generally available may be used to administer and
    manage such data in the same fashion as then being administered
    and managed with the applicable Software. If after the date
    hereof the consent by any licensor of the Seller to such grant
    shall be required, the Seller shall promptly obtain such
    consent. The license granted hereby shall be irrevocable, and
    shall not expire until the date on which this Agreement shall
    terminate in accordance with its terms.




    

    9








 






    (b) The Seller shall take such action requested by the
    Purchaser
    and/or the
    Agent, from time to time hereafter, that may be reasonably
    necessary or appropriate to ensure that the Purchaser (and its
    assignees) has (i) an enforceable ownership interest in the
    Records relating to the Receivables purchased from the Seller
    hereunder and (ii) an enforceable right (whether by license
    or sublicense or otherwise) to use all of the computer software
    used to account for the Receivables
    and/or to
    recreate such Records.



 



    Section 2.6. Protection
    of Ownership Interest of the Purchaser. (a) The Seller
    agrees that it will, and will cause each Transferring Affiliate
    to, from time to time, at its expense, promptly execute and
    deliver all instruments and documents and take all actions as
    may be necessary or as the Purchaser or the Agent may reasonably
    request in order to perfect or protect the ownership interest of
    the Purchaser in the Receivables and Related Assets with respect
    thereto or to enable the Purchaser to exercise or enforce any of
    its rights and remedies hereunder. Without limiting the
    foregoing, the Seller will, upon the request of the Purchaser or
    the Agent, in order to accurately reflect this purchase and sale
    transaction, execute and file such financing or continuation
    statements or amendments thereto or assignments thereof as may
    be requested by the Purchaser or the Agent. The Seller shall,
    upon request of the Purchaser or the Agent, obtain such
    additional search reports as the Purchaser or the Agent shall
    request. To the fullest extent permitted by applicable law, each
    of the Purchaser and the Agent shall be permitted to sign and
    file continuation statements and amendments thereto and
    assignments thereof without the Seller’s signature. Carbon,
    photographic or other reproduction of this Agreement or any
    financing statement shall be sufficient as a financing
    statement. The Seller shall not, and shall not permit any
    Transferring Affiliate to, change its respective name, identity
    or corporate structure (within the meaning of
    Section 9-402(7)
    of the UCC as in effect in any applicable state) nor relocate
    its respective chief executive office or any office where
    Records are kept unless it shall have: (i) given each of
    the Purchaser and the Agent at least thirty (30) days prior
    notice thereof and (ii) prepared at Seller’s expense
    and delivered to each of the Purchaser and the Agent all
    financing statements, instruments and other documents necessary
    to preserve and protect the Purchaser’s ownership interest
    in the Receivables and the Related Assets with respect thereto
    or requested by the Purchaser or the Agent in connection with
    such change or relocation. Any filings under the UCC or
    otherwise that are occasioned by such change in name or location
    shall be made at the expense of the Seller.



 



    (b) In addition and without limiting the authority of the
    Purchaser or the Agent set forth in subsection (a) above,
    but subject to subsection (c) below, the Seller shall, and
    shall cause each Transferring Affiliate to (i) instruct any
    or all of the Special Account Banks (which instructions shall be
    maintained in full force and effect) to transfer directly to the
    Concentration Account or to an Intermediate Concentration
    Account, all Collections from time to time on deposit in the
    applicable Special Accounts on a daily basis in accordance with
    the terms set forth in the applicable Special Account Letter,
    and (ii) instruct each Intermediate Concentration Account
    Bank (which instructions shall be maintained in full force and
    effect at all times) to transfer directly to the Concentration
    Account all Collections from time to time on deposit in the
    applicable Intermediate Concentration Accounts on a daily basis
    in accordance with the terms set forth in the applicable
    Intermediate Concentration Account Agreement. In the event the
    Seller shall at any time determine, for any of the reasons
    described in subsection (c) below, that the Seller or any
    Transferring Affiliate shall be unable to comply fully with the
    requirements of this subsection (b), the Seller shall promptly
    so advise the Purchaser and the Agent, and the Purchaser, the
    Agent and the Seller shall commence discussions with a view
    toward implementing an alternative arrangement therefor
    satisfactory to the Purchaser and the Agent.



 



    (c) Anything to the contrary herein notwithstanding, all
    Medicare or Medicaid payments which are made by an Obligor with
    respect to any Receivables shall be collected from such Obligor
    only by (i) the applicable Originating Entity or
    (ii) an agent of such Originating Entity, except to
    the extent that an Obligor may be required to submit any such
    payments directly to a Person other than such Originating Entity
    pursuant to a court-ordered assignment which is valid, binding
    and enforceable under applicable federal and state Medicare
    Regulations and Medicaid Regulations; and neither this Agreement
    nor any other Transaction Document shall be construed to permit
    any other Person, in violation of applicable Medicare
    Regulations or Medicaid Regulations to collect or receive, or to
    be entitled to collect or receive, any such payments prior to
    such Originating Entity’s or such agent’s receipt
    thereof.



 



    Section 2.7. Additional
    Transferring Affiliates. (a) If (i) one or more
    direct or indirect wholly-owned subsidiaries of the Seller
    (other than the Transferring Affiliates) now owned or hereafter
    acquired, is primarily engaged in the same business as is
    conducted on the date hereof by the Seller and the Transferring
    Affiliates or (ii) the Seller reorganizes its corporate
    structure such that facilities generating Receivables on the
    date hereof (or acquired as contemplated by clause (i)) are
    owned by one or more additional wholly-owned subsidiaries of the
    Seller, any or all of the wholly-owned subsidiaries referred to
    in clauses (i) and (ii) may, with the prior written
    consent of the Purchaser and the Agent (which consent shall not
    be unreasonably withheld or delayed), become Transferring
    Affiliates under this Agreement upon delivery to the Purchaser
    and the Agent of (x) counterparts of the




    

    10








 






    Transferring Affiliate Letter duly executed by such subsidiary
    or subsidiaries and (y) the documents relating to such
    subsidiary or subsidiaries of the kind delivered by or on behalf
    of the Transferring Affiliates (other than BMA) pursuant to
    Section 4.1, together with such other instruments,
    documents and agreements as either the Purchaser or the Agent
    may reasonably request in connection therewith.



 



    (b) Upon the addition of any wholly-owned subsidiary of the
    Seller as a Transferring Affiliate pursuant to
    subsection (a) above, the provisions of this Agreement,
    including Exhibit J, shall, without further act or
    documentation, be deemed amended to apply to such subsidiary to
    the same extent as the same apply to the Transferring Affiliates
    as of the date hereof and the term “Transferring
    Affiliate” in this Agreement shall mean and refer to such
    subsidiary as well as each then existing Transferring Affiliate.



 




    ARTICLE III

    



 




    REPRESENTATIONS
    AND WARRANTIES
    



 



    Section 3.1. Representations
    and Warranties of the Seller. The Seller represents and
    warrants to the Purchaser that:



 



    (a) Corporate Existence and Power. The Seller is a
    corporation duly organized, validly existing and in good
    standing under the laws of its jurisdiction of incorporation and
    has all corporate power and all material governmental licenses,
    authorizations, consents and approvals required to carry on its
    business in each jurisdiction in which its business is now
    conducted. The Seller is duly qualified to do business in, and
    is in good standing in, every other jurisdiction in which the
    nature of its business requires it to be so qualified, except
    where the failure to be so qualified or in good standing would
    not have a Material Adverse Effect.



 



    (b) Corporate and Governmental Authorization;
    Contravention. The execution, delivery and performance by
    the Seller of this Agreement and the other Transaction Documents
    to which the Seller is a party are within the Seller’s
    corporate powers, have been duly authorized by all necessary
    corporate action, require no action by or in respect of, or
    filing with, any Official Body or official thereof (except as
    contemplated by Section 2.6 hereof), and do not contravene,
    or constitute a default under, any provision of applicable law,
    rule or regulation (including, without limitation, any
    CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare
    Regulation) or of the Certificate of Incorporation or By-laws of
    the Seller or of any agreement, judgment, injunction, order,
    writ, decree or other instrument binding upon the Seller or
    result in the creation or imposition of any Adverse Claim on the
    assets of the Seller or any of its Subsidiaries (except as
    contemplated by Section 2.6 hereof).



 



    (c) Binding Effect. Each of this Agreement and the
    other Transaction Documents to which the Seller is a party
    constitutes the legal, valid and binding obligation of the
    Seller, enforceable against it in accordance with its terms,
    subject to applicable bankruptcy, insolvency, moratorium or
    other similar laws affecting the rights of creditors generally.



 



    (d) Perfection. Immediately preceding each Purchase
    hereunder, the Seller shall be the owner of all of the
    Receivables included in such Purchase, free and clear of all
    Adverse Claims. On or prior to each Purchase hereunder, all
    financing statements and other documents required to be recorded
    or filed, or notices to Obligors required to be given, in order
    to perfect and protect the ownership interest of the Purchaser
    against all creditors of and purchasers from the Seller will
    have been duly given to such Obligors or filed in each filing
    office necessary for such purpose, as applicable, and all filing
    fees and taxes, if any, payable in connection with such filings
    shall have been paid in full.



 



    (e) Accuracy of Information. All information
    heretofore furnished by the Seller (including, without
    limitation, each Investor Report (to the extent such Investor
    Report is prepared by the Seller or any other Parent Group
    Member or contains any information supplied by the Seller or any
    such Parent Group Member), any reports delivered pursuant to
    Section 6.5 and the Seller’s financial statements) to
    the Purchaser, any Conduit Investor, any Bank Investor, the
    Agent or any Administrative Agent for purposes of or in
    connection with this Agreement or any other Transaction Document
    or any transaction contemplated hereby or thereby is, and all
    such information hereafter furnished by the Seller to the
    Purchaser, any Conduit Investor, any Bank Investor, the Agent or
    any Administrative Agent will be, true and accurate in every
    material respect, on the date such information is stated or
    certified.



 



    (f) Tax Status. The Seller has filed all tax returns
    (federal, state and local) required to be filed and has paid or
    made adequate provision for the payment of all taxes,
    assessments and other governmental charges.



 



    (g) Action, Suits. Except as set forth in
    Exhibit F hereof, there are no actions, suits or
    proceedings pending, or to the knowledge of the Seller
    threatened, in or before any court, arbitrator or other body,
    against or




    

    11








 






    affecting (i) the Seller or any of its properties or
    (ii) any Affiliate of the Seller or its respective
    properties, which may, in the case of proceedings against or
    affecting any such Affiliate, individually or in the aggregate,
    have a Material Adverse Effect.



 



    (h) Use of Proceeds. No proceeds of any Purchase
    will be used by the Seller to acquire any security in any
    transaction which is subject to Section 13 or 14 of the
    Securities Exchange Act of 1934, as amended.



 



    (i) Place of Business. The principal place of
    business and chief executive office of the Seller are located at
    the address of the Seller indicated in Section 9.3 hereof
    and the offices where the Seller keeps substantially all its
    Records, are located at the address(es) described on
    Exhibit G or such other locations notified to the Purchaser
    and the Agent in accordance with Section 2.6 hereof in
    jurisdictions where all action required by Section 2.6
    hereof has been taken and completed. The principal place of
    business and chief executive office of each Transferring
    Affiliate are located at the address of such Transferring
    Affiliate indicated in Exhibit J hereof and the offices
    where the each Transferring Affiliate keeps substantially all
    its Records, are located at the address(es) specified on
    Exhibit J with respect to such Transferring Affiliate or
    such other locations notified to the Purchaser and the Agent in
    accordance with Section 2.6 hereof in jurisdictions where
    all action required by Section 2.6 hereof has been taken
    and completed.



 



    (j) Good Title. Upon each Purchase, the Purchaser
    shall acquire all legal and equitable title to, and a valid and
    perfected first priority ownership interest in, each Receivable
    that exists on the date of such Purchase and in the Related
    Security, Collections and other Proceeds with respect thereto
    free and clear of any Adverse Claim.



 



    (k) Tradenames, Etc. As of the date hereof:
    (i) the Seller’s chief executive office is located at
    the address for notices set forth in Section 9.3 hereof;
    (ii) the Seller has no subsidiaries or divisions other than
    those listed on Exhibit H hereto; (iii) the Seller
    has, within the last five (5) years, not operated under any
    tradename, and, within the last five (5) years, has not
    changed its name, merged with or into or consolidated with any
    other corporation or been the subject of any proceeding under
    Title 11, United States Code (Bankruptcy), except, in each
    case, as disclosed on Exhibit H hereto; and (iv) none
    of the Transferring Affiliates has, within the last five
    (5) years, operated under any tradename or, within the last
    five (5) years, changed its name, merged with or into or
    consolidated with any other Person or been the subject of any
    proceeding under Title 11, United States Code (Bankruptcy),
    except in each case as disclosed on Exhibit J.



 



    (l) Nature of Receivables. Each Receivable purchased
    by, or otherwise transferred to, the Purchaser hereunder shall
    be an “eligible asset” as defined in
    Rule 3a-7
    under the Investment Company Act, of 1940, as amended,
    and, except as otherwise disclosed in writing on or prior to the
    date of such purchase or transfer, shall be an Eligible
    Receivable as of such date.



 



    (m) Amount of Receivables. As of August 31,
    2008, the aggregate Outstanding Balance of the Receivables in
    existence and the Net Receivable Balance (as defined in the TAA)
    were not less than the respective amounts certified as such in
    (i) the Investor Report dated as of September 30, 2008
    hereof and provided to the Agent or (ii) the Investor
    Report delivered after the date hereof in accordance with
    Section 4.2(a) of the TAA.



 



    (n) Credit and Collection Policy. Since
    September 1, 2008, there have been no material changes in
    the Credit and Collection Policy other than as permitted
    hereunder. Since such date, no material adverse change has
    occurred in the overall rate of collection of the Receivables.



 



    (o) Collections and Servicing. Since
    September 1, 2008, there has been no material adverse
    change in the ability of the Collection Agent (to the extent it
    is the Seller or any other Parent Group Member) to service and
    collect the Receivables.



 



    (p) No Seller Default. No event has occurred and is
    continuing and no condition exists which constitutes a Seller
    Default or a Potential Seller Default.



 



    (q) Not an Investment Company. The Seller is not,
    and is not controlled by, an “investment company”
    within the meaning of the Investment Company Act of 1940, as
    amended, or is exempt from all provisions of such Act.



 



    (r) ERISA. Each of the Seller and its ERISA
    Affiliates is in compliance in all material respects with ERISA
    and no lien exists in favor of the Pension Benefit Guaranty
    Corporation on any of the Receivables.



 



    (s) Special Account Banks and Intermediate Concentration
    Account Banks. The names and addresses of all the Special
    Account Banks (and, if applicable, the Designated Account Agents
    in respect thereof), the Intermediate Concentration Account
    Banks, if any, together with the account numbers of the Special
    Accounts




    

    12








 






    at such Special Account Banks and of the Intermediate
    Concentration Account Banks, are specified in Exhibit C
    hereto (or at such other Special Account Banks, with such other
    Special Accounts, Intermediate Concentration Accounts or with
    such other Designated Account Agents as have been notified to
    the Purchaser and the Agent in accordance with
    Section 5.2(e)). Neither the Seller nor any Transferring
    Affiliate has granted to any Person dominion and control over
    any Special Account or Intermediate Concentration Account, or
    the right to take dominion and control over any Special Account
    or Intermediate Concentration Account at a future time or upon
    the occurrence of a future event and each Special Account and
    each Intermediate Concentration Account is otherwise free and
    clear of any Adverse Claim.



 



    (t) Bulk Sales. No transaction contemplated hereby
    requires compliance with any bulk sales act or similar law.



 



    (u) Preference; Voidability (this Agreement). With
    respect to each Receivable transferred to the Purchaser under
    this Agreement, the Purchaser has given reasonably equivalent
    value to the Seller in consideration for such transfer of such
    Receivable and the Related Assets with respect thereto, no such
    transfer has been made for or on account of an antecedent debt
    owed by the Seller to the Purchaser and no such transfer is or
    may be voidable under any Section of the Bankruptcy Code.



 



    (v) Transfers by Transferring Affiliates. With
    respect to each Receivable, and Related Security, if any, with
    respect thereto, originally owed to any Transferring Affiliate,
    the Seller (i) purchased such Receivable and Related
    Security from such Transferring Affiliate under the Transferring
    Affiliate Letter or from BMA under the BMA Transfer Agreement,
    such purchase being deemed to have been made on the date such
    Receivable was created (or on the Original Closing Date, in the
    case of a Receivable outstanding such date), (ii) by the
    last Business Day of the month following the month in which such
    purchase was so made, paid to the applicable Transferring
    Affiliate in cash or by way of a credit to such Transferring
    Affiliate in the appropriate intercompany account, an amount
    equal to the face amount of such Receivable and
    (iii) settled from time to time each such credit, by way of
    payments in cash, or by way of credits in amounts equal to cash
    expended, obligations incurred or the value of services or
    property provided by or on behalf of the Seller, in each case
    for the benefit of such Transferring Affiliate, to the account
    of such Transferring Affiliate in accordance with the
    Seller’s and such Transferring Affiliate’s cash
    management and accounting policies.



 



    (w) Preference; Voidability (Transferring
    Affiliates). The Seller shall have given reasonably
    equivalent value to each Transferring Affiliate in consideration
    for the transfer to the Seller of the Receivables and Related
    Security from such Transferring Affiliate, and each such
    transfer shall not have been made for or on account of an
    antecedent debt owed by such Transferring Affiliate to the
    Seller and no such transfer is or may be voidable under any
    Section of the Bankruptcy Code.



 



    (x) Ownership. FME KGaA owns, directly or
    indirectly, all of the issued and outstanding common stock of
    (and such stock comprises more than 80% of the Voting Stock of)
    FMCH, free and clear of any Adverse Claim except to the extent
    such stock is pledged in connection with the FME KGaA Credit
    Facility or is subject to put/call agreements, forward
    agreements or other similar arrangements among FME KGaA and its
    subsidiaries. All of the issued and outstanding stock of each
    Originating Entity is owned directly or indirectly by FMCH, free
    and clear of any Adverse Claim except to the extent such stock
    is pledged in connection with the FME KGaA Credit Facility or is
    subject to put/call agreements, forward agreements or other
    similar arrangements among FME KGaA and its subsidiaries;
    provided, however, that FME KGaA may own directly or indirectly
    stock that is not Voting Stock in subsidiaries of FMCH. All of
    the issued and outstanding stock of the Purchaser is owned by
    the Seller, free and clear of any Adverse Claim.



 



    (y) Representations and Warranties of the Transferring
    Affiliates. Each of the representations and warranties of
    the Transferring Affiliates set forth in the Transferring
    Affiliate Letter and each of the representations and warranties
    of BMA set forth in the BMA Transfer Agreement are true and
    correct in all material respects and the Seller hereby remakes
    all such representations and warranties for the benefit of the
    Purchaser.



 



    Any document, instrument, certificate or notice delivered to the
    Purchaser (or any of its assignees) hereunder shall be deemed a
    representation and warranty by the Seller.



 



    Section 3.2. Reaffirmation
    of Representations and Warranties by the Seller. On each day
    that a Purchase is made hereunder, the Seller, by accepting the
    proceeds of such Purchase, shall be deemed to have certified
    that all representations and warranties described in
    Section 3.1 hereof are correct on and as of such day as
    though made on and as of such day.




    

    13








 







    ARTICLE IV

    



 




    CONDITIONS
    PRECEDENT
    



 



    Section 4.1. Conditions
    Precedent to Closing. The effectiveness of this Agreement is
    subject to the conditions precedent that (i) the Purchaser
    shall have received copies of each of the documents,
    instruments, certificates and opinions described in
    Section 4.1 of the TAA and (ii) each of the conditions
    precedent to the execution, delivery and effectiveness of the
    TAA shall have been satisfied
    and/or
    waived in accordance with the terms thereof.



 



    Section 4.2. Conditions
    Precedent to Purchases. The obligation of the Purchaser to
    make a Purchase on any Business Day is subject to the conditions
    precedent that:



 



    (a) the Seller shall have delivered to the Purchaser, in
    form and substance satisfactory to the Purchaser, all reports
    required to have been delivered by it pursuant to
    Section 6.5, together with such additional information as
    may be reasonably requested by the Purchaser; and



 



    (b) the representations and warranties set forth in
    Article III shall be true and correct on and as of the date
    of such Purchase as though made on and as of such date, both
    before and after giving effect to such Purchase and the
    application of the proceeds therefrom.



 



    By accepting the proceeds of any Purchase, the Seller shall be
    deemed to have represented and warranted that the foregoing
    conditions precedent are satisfied.



 



    Notwithstanding any failure or inability of the Seller to
    satisfy any of the foregoing conditions precedent on any date in
    respect of any Purchase, title to the Receivables and the
    Related Assets with respect thereto included in such Purchase
    shall vest in the Purchaser without any action required on the
    part of the Purchaser (but without impairment of its obligation
    to pay the Purchase Price in respect thereof in accordance with
    the terms of this Agreement), and the Purchaser (as owner of
    such Receivables) shall have a claim against the Seller arising
    in respect of the representations and warranties made by the
    Seller in connection with such Purchase.



 




    ARTICLE V

    



 




    COVENANTS
    



 



    Section 5.1. Affirmative
    Covenants of Seller. At all times from the date hereof to
    the Collection Date, unless each of the Purchaser and the Agent
    shall otherwise consent in writing:



 



    (a) Financial Reporting. The Seller will, and will
    cause each of the Transferring Affiliates to, maintain, for
    itself and each of its respective Subsidiaries, a system of
    accounting established and administered in accordance with GAAP,
    and furnish to each of the Purchaser and the Agent:



 



    (i) Annual Reporting. As soon as available and in
    any event within 105 days after the close of the fiscal
    year of FMCH, a company-prepared consolidated balance sheet of
    FMCH and its Subsidiaries as of the end of such fiscal year and
    the related company-prepared consolidated statements of income
    and retained earnings for such fiscal year.



 



    (ii) Quarterly Reporting. As soon as available and
    in any event within 50 days after the end of the second
    fiscal quarter of FMCH, a company-prepared consolidated balance
    sheet of FMCH and its Subsidiaries as of the end of such quarter
    and the related company-prepared consolidated statements of
    income and retained earnings for such quarterly period.



 



    In the case of each of the financial statements required to be
    delivered under clause (i) or (ii) above, such
    financial statement shall set forth in comparative form the
    figures for the corresponding period or periods of the preceding
    fiscal year or the portion of the fiscal year ending with such
    period, as applicable (but not for any period prior to
    September 27, 1996), in each case subject to normal
    recurring year-end audit adjustments. Each such financial
    statement shall be prepared in accordance with GAAP consistently
    applied.



 



    (iii) Compliance Certificate. Together with the
    financial statements required hereunder, a compliance
    certificate signed by a Responsible Officer stating that
    (x) the attached financial statements have been prepared in
    accordance with GAAP and accurately reflect the financial
    condition of the applicable Person and (y) to the best of
    such Person’s knowledge, no Seller Default or Potential
    Seller Default exists, or if any Seller Default or Potential
    Seller Default exists, stating the nature and status thereof.



 



    (iv) Notice of Seller Default or Potential Seller
    Default. As soon as possible and in any event within two
    (2) days (or the next Business Day thereafter if such day
    is not a Business Day) after the occurrence of




    

    14








 






    each Seller Default or each Potential Seller Default, a
    statement of a Responsible Officer setting forth details of such
    Seller Default or Potential Seller Default and the action which
    the Seller proposes to take with respect thereto.



 



    (v) Change in Credit and Collection Policy and Debt
    Ratings. Within ten (10) days after the date any
    material change in or amendment to any provision of the Credit
    and Collection Policy is made, a copy of the Credit and
    Collection Policy then in effect indicating such change or
    amendment.



 



    (vi) Credit and Collection Policy. Within ninety
    (90) days after the close of each of the Seller’s
    fiscal years, a complete copy of the Credit and Collection
    Policy then in effect.



 



    (vii) ERISA. Promptly after the filing or receiving
    thereof, copies of all reports and notices with respect to any
    Reportable Event (as defined in Article IV of ERISA) which
    the Seller or any ERISA Affiliate of the Seller files under
    ERISA with the Internal Revenue Service, the Pension Benefit
    Guaranty Corporation or the U.S. Department of Labor or
    which the Seller or any ERISA Affiliates of the Seller receives
    from the Internal Revenue Service, the Pension Benefit Guaranty
    Corporation or the U.S. Department of Labor.



 



    (viii) Notices under Transaction Documents.
    Forthwith upon its receipt thereof, a copy of each notice,
    report, financial statement, certification, request for
    amendment, directive, consent, waiver or other modification or
    any other writing issued under or in connection with any other
    Transaction Document by any party thereto (including, without
    limitation, by the Seller).



 



    (ix) Investigations and Proceedings. Unless
    prohibited by either (i) the terms of the subpoena, request
    for information or other document referred to below,
    (ii) law (including, without limitation, rules and
    regulations) or (iii) restrictions imposed by the
    U.S. federal or state government or any agency or
    instrumentality thereof and subject to the Agent’s
    execution of a confidentiality agreement in form and substance
    satisfactory to both the Seller and the Agent, as soon as
    possible and in any event (A) within five Business Days
    after any Originating Entity receives any subpoena, request for
    information, or any other document relating to any possible
    violation by any Originating Entity of, or failure by any
    Originating Entity to comply with, any rule, regulation or
    statute from HHS or any other governmental agency or
    instrumentality, notice of such receipt and, if requested by the
    Purchaser or the Agent, the information contained in, or copies
    of, such subpoena, request or other document, and
    (B) periodic updates and other management reports relating
    to the subpoenas, requests for information and other documents
    referred to in clause (A) above as may be reasonably
    requested by the Purchaser or the Agent unless such updates or
    requests could reasonably be deemed a contravention or waiver of
    any available claim of legal privilege, or would otherwise
    materially impair available defenses, of any Originating Entity.



 



    (x) Other Information. Such other information
    (including non-financial information) as the Purchaser or the
    Agent may from time to time reasonably request with respect to
    the Seller, any party to the Parent Agreement, any Transferring
    Affiliate or any Subsidiary of any of the foregoing.



 



    (b) Conduct of Business. The Seller (i) will
    carry on and conduct its business in substantially the same
    manner and in substantially the same fields of enterprise as it
    is presently conducted and do all things necessary to remain
    duly incorporated, validly existing and in good standing as a
    domestic corporation in its jurisdiction of incorporation and
    maintain all requisite authority to conduct its business in each
    jurisdiction in which its business is conducted and
    (ii) will cause each other Originating Entity to do each of
    the foregoing in respect of such Originating Entity.



 



    (c) Compliance with Laws. The Seller will, and will
    cause each other Originating Entity to, comply with all laws,
    rules and regulations (including, without limitation, all
    CHAMPUS/VA Regulations, Medicaid Regulations and Medicare
    Regulations), and all orders, writs, judgments, injunctions,
    decrees or awards to which it or its respective properties may
    be subject.



 



    (d) Furnishing of Information and Inspection of
    Records. The Seller will, and will cause each other
    Originating Entity to, furnish to each of the Purchaser and the
    Agent from time to time such information with respect to the
    Receivables as the Purchaser or the Agent may reasonably
    request, including, without limitation, listings identifying the
    Obligor and the Outstanding Balance for each Receivable. The
    Seller will, and will cause each other Originating Entity to, at
    any time and from time to time during regular business hours
    permit the Purchaser, the Agent, or any of their respective
    agents or representatives, (i) to examine and make copies
    of and take abstracts from Records and (ii) to visit the
    offices and properties of the Seller or such other Originating
    Entity, as applicable, for the purpose of examining such
    Records, and to discuss matters relating to Receivables or the
    Seller’s or such other Originating Entity’s
    performance hereunder and under the other




    

    15








 






    Transaction Documents to which such Person is a party with any
    of the officers, directors, employees or independent public
    accountants of the Seller or such other Originating Entity, as
    applicable, having knowledge of such matters; provided,
    however, that the Purchaser acknowledges that in
    exercising the rights and privileges conferred in this
    Section 5.1(d) it or its agents or representatives may,
    from time to time, obtain knowledge of information, practices,
    books, correspondence and records (“Confidential
    Information”) identified to it in writing as being of a
    confidential nature or in which the Seller or another
    Originating Entity has a proprietary interest. The Purchaser
    agrees that all such Confidential Information so obtained by it
    is to be regarded as confidential information and that such
    Confidential Information may be subject to laws, rules and
    regulations regarding patient confidentiality, and agrees that
    (x) it shall retain in confidence, and shall ensure that
    its agents and representatives retain in confidence, and will
    not disclose, any of such Confidential Information without the
    prior written consent of the Seller and (y) it will not,
    and will ensure that its agents and representatives will not,
    make any use whatsoever (other than for purposes of this
    Agreement) of any of such Confidential Information without the
    prior written consent of the Seller; provided,
    however, that such Confidential Information may be
    disclosed to the extent that such Confidential Information
    (i) may be or becomes generally available to the public
    (other than as a breach of this Section 5.1(d)),
    (ii) is required or appropriate in response to any summons
    or subpoena in connection with any litigation or (iii) is
    required by law to be disclosed; and provided,
    further, however, that such Confidential
    Information may be disclosed to (A) the Agent, any Conduit
    Investor, any Bank Investor, any Credit Support Provider and any
    Liquidity Provider, subject to the terms of Section 5.1(d)
    of the TAA, (B) the Agent’s or any such Person’s
    legal counsel, auditors and other business advisors,
    (C) any such Person’s government regulators and
    (D) any Conduit Investor’s rating agencies,
    provided that the Person making such disclosure shall
    advise each recipient thereof referred to in clauses (A), (B),
    (C) and (D) above that such Confidential Information
    is to be regarded and maintained as confidential information and
    that the Agent has agreed to keep confidential such Confidential
    Information as provided in clauses (x) and (y) above.



 



    (e) Keeping of Records and Books of Account. The
    Seller will, and will cause each other Originating Entity to,
    maintain and implement administrative and operating procedures
    (including, without limitation, an ability to recreate records
    evidencing Receivables in the event of the destruction of the
    originals thereof), and keep and maintain, all documents, books,
    records and other information reasonably necessary or advisable
    for the collection of all Receivables (including, without
    limitation, records adequate to permit the daily identification
    of each new Receivable and all Collections of and adjustments to
    each existing Receivable). The Seller will, and will cause each
    other Originating Entity to, give each of the Purchaser and the
    Agent notice of any material change in the administrative and
    operating procedures of the Seller or such other Originating
    Entity, as applicable, referred to in the previous sentence.



 



    (f) Performance and Compliance with Receivables and
    Contracts. The Seller, at its expense, will, and will cause
    each other Originating Entity to, timely and fully perform and
    comply with all material provisions, covenant and other promises
    required to be observed by the Seller or such other Originating
    Entity under the Contracts related to the Receivables.



 



    (g) Credit and Collection Policies. The Seller will,
    and will cause each other Originating Entity to, comply in all
    material respects with the Credit and Collection Policy in
    regard to each Receivable and the related Contract.



 



    (h) Special Accounts. The Seller shall, and shall
    cause each other Originating Entity to (i) establish and
    maintain Special Accounts with Special Account Banks, or to
    engage a Designated Account Agent to maintain a Special Account
    with a Special Account Bank on its behalf, (ii) instruct
    all Obligors to cause all Collections to be deposited directly
    into a Special Account, (iii) report on each banking day to
    the Concentration Account Bank, the amount of all Collections on
    deposit on such banking day in the Special Accounts at each
    Special Account Bank or, if an Intermediate Concentration
    Account has been established at such Special Account Bank, the
    amount of all Collections on deposit on such banking day in such
    Intermediate Concentration Account, and (iv) instruct (or
    cause the applicable Designated Account Agent to instruct) each
    Special Account Bank to transfer to the Concentration Account or
    an Intermediate Concentration Account prior to the close of
    business on such banking day all Collections on deposit during
    such banking day in the Special Accounts at such Special Account
    Bank or an Intermediate Concentration Account prior to the close
    of business on such banking day all Collections on deposit
    during such banking day in the Special Accounts at such Special
    Account Bank, (v) instruct each Intermediate Concentration
    Account Bank to transfer to the Concentration Account prior to
    the close of business on such banking day all Collections on
    deposit during such banking day in the Intermediate
    Concentration Accounts at such Intermediate Concentration
    Account Banks and (vi) instruct the Concentration Account
    Bank to give to each Special Account Bank on each banking day
    notice to transfer to the Concentration Account all Collections
    on deposit during such banking day in the




    

    16








 






    Special Accounts at such Special Account Bank (or, if an
    Intermediate Concentration Account has been established at such
    Special Account Bank, in the Intermediate Concentration Account
    at such Special Account Bank); provided, however,
    that if the Collections on deposit in any Special Account during
    such banking day shall be less than $20,000.00 (the
    “Minimum Amount”), the Special Account Bank
    shall transfer such Collections to the Concentration Account or
    the applicable Intermediate Concentration Account on the next
    succeeding banking day on which Collections in such Special
    Account first exceed the Minimum Amount. With respect to any
    Special Account that is located at or maintained by a Bank
    Investor, the Seller shall, by not later than the date that
    occurs six months after the Original Closing Date,
    (i) close, or cause the applicable Originating Entity to
    close, such Special Account and (ii) instruct, and cause
    each other Originating Entity to instruct, all Obligors
    theretofore remitting payments to such Special Account to remit
    all future payments on Receivables and Related Security to a
    Special Account located at and maintained by a financial
    institution that is not a Bank Investor.



 



    (i) Collections Received. The Seller shall, and
    shall cause each other Originating Entity to, segregate and hold
    in trust, and deposit, immediately, but in any event not later
    than the day that occurs forty-eight (48) hours of its
    receipt thereof (or, if such day is not a Business Day, the next
    Business Day following such receipt) to the Concentration
    Account, or Intermediate Concentration Account, as applicable,
    all Collections received from time to time by the Seller or such
    other Originating Entity, as the case may be.”



 



    (j) Sale Treatment. The Seller will not, and will
    not permit any Transferring Affiliate to, account for (including
    for accounting and tax purposes), or otherwise treat, the
    transactions contemplated by this Agreement, the Transferring
    Affiliate Letter or the BMA Transfer Agreement in any manner
    other than as a sale of Receivables by the Seller to the
    Purchaser or by the applicable Transferring Affiliate to the
    Seller, as applicable. In addition, the Seller shall, and shall
    cause each Transferring Affiliate to, disclose (in a footnote or
    otherwise) in all of its respective financial statements
    (including any such financial statements consolidated with any
    other Persons’ financial statements) the existence and
    nature of the transactions contemplated hereby, by the TAA , by
    the Transferring Affiliate Letter and by the BMA Transfer
    Agreement, and the interest of the Purchaser in the Transferred
    Assets.



 



    (k) Separate Business. The Seller acknowledges that
    the Agent, the Conduit Investors and the Bank Investors are
    entering into the transactions contemplated in the TAA in
    reliance upon the Purchaser’s identity as a separate legal
    entity from the Seller. Therefore, from and after the Original
    Closing Date, the Seller shall take all actions reasonably
    required to maintain the Purchaser’s status as a separate
    legal entity and to make it manifest to third parties that the
    Purchaser is an entity with assets and liabilities distinct from
    those of the Seller or any other member of the Parent Group.
    Without limiting the generality of the foregoing, the Seller
    shall (i) not hold itself out to third parties as liable
    for the debts of the Purchaser nor purport to own the
    Receivables or any of the other assets acquired by the Purchaser
    hereunder, (ii) shall take all other actions necessary on
    its part to ensure that the Purchaser is at all times in
    compliance with the covenants set forth in Section 5.1(k)
    of the TAA and (iii) shall cause all tax liabilities
    arising in connection with the transactions contemplated herein
    or otherwise to be allocated between the Seller and the
    Purchaser on an arm’s-length basis.



 



    (l) Payment to the Transferring Affiliates. With
    respect to any Receivable purchased by the Seller from any
    Transferring Affiliate, the Seller shall cause such sale to be
    effected under, and in strict compliance with the terms of, the
    Transferring Affiliate Letter and the BMA Transfer Agreement, as
    applicable, including, without limitation, the terms relating to
    the amount and timing of payments to be made to each
    Transferring Affiliate in respect of the purchase price for such
    Receivable.



 



    (m) Performance and Enforcement of the Transferring
    Affiliate Letter and BMA Transfer Agreement. The Seller
    shall timely perform the obligations required to be performed by
    the Seller, and shall vigorously enforce the rights and remedies
    accorded to the Seller, under each of the Transferring Affiliate
    Letter and the BMA Transfer Agreement. The Seller shall take all
    actions to perfect and enforce its rights and interests (and the
    rights and interests of the Purchaser, the Agent, the Conduit
    Investors and the Bank Investors, as assignees of the Seller)
    under the Transferring Affiliate Letter and\or the BMA Transfer
    Agreement as the Purchaser or the Agent may from time to time
    reasonably request, including, without limitation, making claims
    to which it may be entitled under any indemnity, reimbursement
    or similar provision contained in the Transferring Affiliate
    Letter or the BMA Transfer Agreement.



 



    Section 5.2. Negative
    Covenants of the Seller. At all times from the date hereof
    to the Collection Date, unless the Agent shall otherwise consent
    in writing:



 



    (a) No Sales, Liens, Etc. Except as otherwise
    provided herein, the Seller will not, and will not permit any
    other Originating Entity to, sell, assign (by operation of law
    or otherwise) or otherwise dispose of, or create or




    

    17








 






    suffer to exist any Adverse Claim upon (or the filing of any
    financing statement) or with respect to (x) any of the
    Affected Assets, (y) any inventory or goods, the sale of
    which may give rise to a Receivable or any Receivable or related
    Contract, or (z) any Special Account, any Intermediate
    Concentration Account or any other account to which any
    Collections of any Receivable are sent, or assign any right to
    receive income in respect thereof.



 



    (b) No Extension or Amendment of Receivables. Except
    as otherwise permitted in Section 6.2 hereof, the Seller
    will not, and will not permit any other Originating Entity to,
    extend, amend or otherwise modify the terms of any Receivable,
    or amend, modify or waive any term or condition of any Contract
    related thereto.



 



    (c) No Change in Business or Credit and Collection
    Policy. The Seller will not, and will not permit any other
    Originating Entity to, make any change in the character of its
    business or in the Credit and Collection Policy, which change
    would, in either case, impair the collectibility of any
    Receivable or otherwise have a Material Adverse Effect.



 



    (d) No Mergers, Etc. The Seller will not, and will
    not permit any other Originating Entity to, merge with or into
    or consolidate with or into, or convey, transfer, lease or
    otherwise dispose of (whether in one transaction or in a series
    of transactions), all or substantially all of its assets
    (whether now owned or hereafter acquired and except as
    contemplated in the Transaction Documents) to any Person, except
    that (i) any Transferring Affiliate may merge or
    consolidate with any other Transferring Affiliate if, but only
    if, each of the Purchaser and the Agent shall have received at
    least ten Business Days’ prior written notice of such
    merger or consolidation and (ii) the Seller may merge or
    consolidate with any other Person if, but only if,
    (x) immediately after giving effect to such merger or
    consolidation, no Seller Default or Potential Seller Default
    would exist and (y) each of the Purchaser and the Agent
    shall have received a written agreement, in form and substance
    satisfactory to each of the Purchaser and the Agent, executed by
    the corporation resulting from such merger or consolidation,
    under which agreement such corporation shall become the Seller
    hereunder and the Collection Agent under the TAA, and shall
    assume the duties, obligations and liabilities of the Seller and
    the Collection Agent under this Agreement, the TAA, the Special
    Account Letters and each other Transaction Document to which the
    Seller is party (whether in its individual capacity or as
    Collection Agent), together with the documents relating to the
    Seller of the kind delivered by or on behalf of the Seller
    pursuant to Section 3.1 of the TAA.



 



    (e) Change in Payment Instructions to Obligors, Special
    Account Banks and Designated Account Agents. The Seller will
    not, and will not permit any other Originating Entity to:



 



    (i) add or terminate any bank as a Special Account Bank
    from those listed in Exhibit C hereto, or make any change
    in its instructions to Obligors regarding payments to be made to
    any Special Account Bank; provided that the Seller may,
    and may permit any Originating Entity to, (A) add any bank
    as a Special Account Bank for purposes of this Agreement at any
    time following delivery to the Agent of written notice of such
    addition and a Special Account Letter duly executed by such
    bank, and (B) terminate any Special Account Bank at any
    time following delivery to the Agent of written notice of such
    termination and evidence satisfactory to the Agent that the
    affected Obligors shall have been instructed to remit all
    subsequent Collections to another Special Account; or



 



    (ii) make any change in the instructions contained in any
    Special Account Letter; or



 



    (iii) add or terminate any Person as a Designated Account
    Agent from those listed in Exhibit C hereto, or make any
    change in its instructions to such Designated Account Agent
    regarding the handling of the Collections in the applicable
    Special Account; provided that the Seller may, and may
    permit any Originating Entity to, (A) add any Person that
    satisfies the requirements set forth herein of a
    “Designated Account Agent” as a Designated Account
    Agent for purposes of this Agreement at any time following
    delivery to the Agent of written notice of such addition and an
    Account Agent Agreement duly executed by such Person, and
    (B) terminate any Designated Account Agent at any time
    following delivery to the Agent of written notice of such
    termination and evidence satisfactory to the Agent that either
    an Originating Entity or a new Designated Account Agent shall
    have been added in accordance with the terms of this Agreement
    to succeed such terminated Designated Account Agent in respect
    of the applicable Special Account or the affected Obligors shall
    have been instructed to remit all subsequent Collections to
    another Special Account.



 



    (f) Deposits to Special Accounts, Intermediate
    Concentration Account and the Concentration Account. The
    Seller will not, and will not permit any of the other
    Originating Entities or Designated Account Agents to, deposit or
    otherwise credit, or cause or permit to be so deposited or
    credited, to any Special Account, any Intermediate Concentration
    Account or the Concentration Account cash or cash proceeds other
    than Collections of Receivables.




    

    18








 






    (g) Change of Name, Etc. The Seller will not, and
    will not permit any other Originating Entity to, change its
    name, identity or structure or the location of its chief
    executive office, unless at least 10 days prior to the
    effective date of any such change the Seller delivers to the
    Agent (i) such documents, instruments or agreements,
    executed by the Seller
    and/or the
    affected Originating Entities, as are necessary to reflect such
    change and to continue the perfection of the Purchaser’s
    ownership interests in the Affected Assets and (ii) new or
    revised Special Account Letters or Intermediate Concentration
    Account Letter executed by the Special Account Banks or the
    Intermediate Concentration Account Bank which reflect such
    change and enable the Agent to continue to exercise its rights
    contained in Section 2.8 of the TAA.



 



    (h) Amendment to Transferring Affiliate Letter,
    Etc.. The Seller will not, and will not permit any other
    Originating Entity to, (i) amend, modify, or supplement the
    Transferring Affiliate Letter, the BMA Transfer Agreement or any
    instrument, document or agreement executed in connection
    therewith (collectively the “Initial Transfer
    Documents”), (ii) terminate or cancel any Initial
    Transfer Document, (iii) issue any consent or directive
    under any Initial Transfer Document, (iv) undertake any
    enforcement proceeding in respect of any of the Initial Transfer
    Documents, or (v) waive, extend the time for performance or
    grant any indulgence in respect of any provision of any Initial
    Transfer Document, in each case except with the prior written
    consent of the Purchaser, the Agent and each Administrative
    Agent; nor shall the Seller take, or permit any other
    Originating Entity to take, any other action under any of the
    Initial Transfer Documents that shall have a material adverse
    affect on the Purchaser, the Agent, any Conduit Investor or any
    Bank Investor or which is inconsistent with the terms of this
    Agreement.



 



    (i) ERISA Matters. The Seller will not, and will not
    permit any other Originating Entity to, (i) engage or
    permit any of its respective ERISA Affiliates to engage in any
    prohibited transaction (as defined in Section 4975 of the
    Code and Section 406 of ERISA) for which an exemption is
    not available or has not previously been obtained from the
    U.S. Department of Labor; (ii) permit to exist any
    accumulated funding deficiency (as defined in
    Section 302(a) of ERISA and Section 412(a) of the
    Code) or funding deficiency with respect to any Benefit Plan
    other than a Multiemployer Plan; (iii) fail to make any
    payments to any Multiemployer Plan that the Seller, such
    Originating Entity or any ERISA Affiliate thereof is required to
    make under the agreement relating to such Multiemployer Plan or
    any law pertaining thereto; (iv) terminate any Benefit Plan
    so as to result in any liability; or (v) permit to exist
    any occurrence of any reportable event described in
    Title IV of ERISA which represents a material risk of a
    liability to the Seller, such Originating Entity or any ERISA
    Affiliate thereof under ERISA or the Code, if such prohibited
    transactions, accumulated funding deficiencies, payments,
    terminations and reportable events occurring within any fiscal
    year of the Seller, in the aggregate, involve a payment of money
    or an incurrence of liability by the Seller, any Originating
    Entity or any ERISA Affiliate thereof, in an amount in excess of
    $500,000.



 




    ARTICLE VI

    



 




    ADMINISTRATION
    AND COLLECTION
    



 



    Section 6.1. Collection
    of Receivables. The servicing, administering and collection
    of the Receivables shall be conducted by the Collection Agent.
    For so long as the Person acting as Collection Agent is the
    Seller, the Seller shall perform its duties as Collection Agent
    under the TAA in accordance with the terms thereof, it being
    understood that it shall hold all Receivables, Related Assets,
    Records and Collections which it receives from time to time
    solely in its capacity as Collection Agent and shall not claim
    or retain any legal or beneficial title or interest therein. If
    at any time the Collection Agent is a Person other than the
    Seller, the Seller agrees promptly to provide all information
    requested by the Collection Agent in connection with the
    performance of its responsibilities under the TAA, and agrees to
    exert its best efforts to assist any successor Collection Agent
    in assuming and performing its duties as Collection Agent.



 



    Section 6.2. Rights
    of Purchaser. At any time:



 



    (i) The Purchaser (or the Agent as assignee of the
    Purchaser) may direct that payment of all amounts payable under
    any Receivable be made directly to the Purchaser (or the Agent,
    as the case may be) or its designee.



 



    (ii) The Seller shall, at the Purchaser’s request (or
    at the request of the Agent, as assignee of the Purchaser) and
    at the Seller’s expense, give notice of the
    Purchaser’s ownership of Receivables
    and/or the
    Agent’s interest in the Receivables to each Obligor and
    direct that payments be made directly to the Purchaser (or the
    Agent, as the case may be) or its designee.




    

    19








 






    (iii) The Seller shall, at the Purchaser’s or the
    Agent’s request, (A) assemble all of the Records, and
    shall make the same available to the Purchaser, the Agent or its
    designee at a place selected by the Purchaser, the Agent or its
    designee, and (B) segregate all cash, checks and other
    instruments received by it from time to time constituting
    Collections of Receivables in a manner acceptable to the
    Purchaser and the Agent and shall, promptly upon receipt, remit
    all such cash, checks and instruments, duly endorsed or with
    duly executed instruments of transfer, to the Agent or its
    designee.



 



    Notwithstanding the foregoing clauses (i), (ii) and (iii),
    neither the Purchaser nor any of its assigns shall at any time
    direct, or cause any Originating Entity to direct, Obligors of
    Receivables or Related Security payable under the Medicare or
    Medicaid program to make payment of amounts due or to become due
    to such Originating Entity in respect of such Receivables or
    Related Security directly to either the Intermediate
    Concentration Account or the Concentration Account or to the
    Purchaser, the Purchaser’s assigns or any of their
    respective designees, except for any such payment in
    respect of such Receivables or Related Security or any
    assignment thereof that is established by, or made pursuant to,
    the order of a court of competent jurisdiction.



 



    Section 6.3. Special
    Accounts. The Seller hereby transfers to the Purchaser, and
    shall cause each of the Transferring Affiliates to transfer to
    the Purchaser, effective concurrently with the initial Purchase
    hereunder, all right, title and interest of such Originating
    Entity in and to each Special Account, together with each
    lock-box related thereto and all agreements between such
    Originating Entity and the applicable Special Account Bank. The
    Seller hereby authorizes the Purchaser and its assigns to take,
    to the extent permitted by applicable law, any and all steps in
    the Seller’s or any other Originating Entity’s name
    (which power, in the case of each Transferring Affiliate, the
    Seller is authorized to grant pursuant to authority granted to
    the Seller under the Transferring Affiliate Letter) and on
    behalf of the Seller and such Originating Entity necessary or
    desirable, in the determination of the Purchaser or such assign,
    to collect all amounts due under any and all Receivables,
    including, without limitation, endorsing the Seller’s or
    such Originating Entity’s name on checks and other
    instruments representing Collections and enforcing such
    Receivables and the related Contracts; provided, however, that
    neither the Purchaser nor any of its assigns shall have the
    power or authority to direct Obligors of Receivables or Related
    Security payable under the CHAMPUS/VA, Medicare or Medicaid
    program to make payment of amounts due or to become due to the
    Seller or any Transferring Affiliate in respect of such
    Receivables or Related Security directly to either the
    Intermediate Concentration Account or the Concentration Account
    or to the Purchaser, the Purchaser’s assigns or any of
    their respective designees, except for any such payment
    in respect of such Receivables or Related Security or any
    assignment thereof that is established by, or made pursuant to,
    the order of a court of competent jurisdiction.



 



    Section 6.4. Responsibilities
    of the Seller. Anything herein to the contrary
    notwithstanding, the Seller shall,
    and/or shall
    cause each other Originating Entity to, (i) perform all of
    such Person’s obligations under the Contracts related to
    the Receivables to the same extent as if interests in such
    Receivables had not been sold hereunder and under the
    Transferring Affiliate Letter
    and/or the
    BMA Transfer Agreement, and the exercise by the Purchaser of its
    rights hereunder and under the Transferring Affiliate Letter and
    the BMA Transfer Agreement shall not relieve the Seller from
    such obligations and (ii) pay when due any taxes, including
    without limitation, any sales taxes payable in connection with
    the Receivables and their creation and satisfaction. Neither the
    Purchaser nor any of its assignees shall have any obligation or
    liability with respect to any Receivable or related Contracts,
    nor shall it be obligated to perform any of the obligations of
    the Seller thereunder.



 



    Section 6.5. Reports.
    On or prior to each Settlement Date, the Seller shall prepare
    and forward to the Purchaser a report setting forth the
    following with respect to the immediately preceding calendar
    month: (i) the aggregate Outstanding Balance of Receivables
    included in the Purchases occurring during such month,
    (ii) the aggregate Purchase Price payable to the Seller in
    respect of such Purchases, specifying the Purchase Price
    Percentage in effect for such month and the aggregate Purchase
    Price Credits deducted in calculating such aggregate Purchase
    Price, (iii) the aggregate amount of funds received by the
    Seller during such month which are to be applied toward the
    aggregate Purchase Price owing for such month pursuant to
    Section 2.2(d), (iv) the increase or decrease in the
    amount outstanding under the Subordinated Note as of the end of
    such month after giving effect to the application of funds
    toward the aggregate Purchase Price, (v) the amount of any
    capital contribution made by the Seller to the Purchaser as of
    the end of such month and (vi) such other information
    concerning the Receivables as the Purchaser may reasonably
    request. Promptly following any request therefor by the
    Purchaser, the Seller shall prepare and provide to the Purchaser
    a listing by Obligor of all Receivables together with an aging
    of such Receivables.




    

    20








 







    ARTICLE VII

    



 




    SELLER
    DEFAULTS
    



 



    Section 7.1. Seller
    Defaults. The occurrence of any one or more of the following
    events shall constitute a Seller Default:



 



    (a) the Seller shall fail to make any payment or deposit to
    be made by it hereunder when due; or



 



    (b) any representation, warranty, certification or
    statement made or deemed made by the Seller in this Agreement,
    by FME KGaA or FMCH under the Parent Agreement, or by the
    Seller, FME KGaA, FMCH or any other Parent Group Member in any
    other Transaction Document to which it is a party or in any
    other document certificate or other writing delivered pursuant
    hereto or thereto, shall prove to have been incorrect in any
    material respect when made or deemed made; or



 



    (c) the Seller shall default in the performance of any
    payment or undertaking (other than those covered by
    clause (a) above) to be performed or observed under



 



    (i) Section 5.1(a)(iv); provided that, in the
    case of any failure to provide any such notice relating to a
    Potential Seller Default that shall have ceased to exist prior
    to the date such notice was required to have been given under
    Section 5.1(a)(iv), the failure to give such notice shall
    not constitute a Seller Default unless a senior officer of the
    Seller (including, the Treasurer, any Assistant Treasurer,
    General Counsel or any assistant or associate general counsel of
    the Seller) shall have known of the occurrence of such Potential
    Seller Default during such period; or



 



    (ii) any of Sections 5.1(a)(v), 5.1 (a)(x), 5.1
    (a)(ix), 5.1(b)(i), 5.1(f), 5.1(g), 5.1(h), 5.1(i), 5.1(k),
    5.2(a), 5.2(c), 5.2(d), 5.2(e), 5.2(f), 5.2(g), 5.2(h) or
    6.2; or



 



    (iii) Section 5.1(b)(ii), and such default shall
    continue for 2 Business Days; or



 



    (iv) any other provision hereof and such default in the
    case of this clause (iv) shall continue for ten
    (10) days;



 



    (d) failure of the Seller, FME KGaA, FMCH or any
    Transferring Affiliate to pay when due any amounts due under any
    agreement to which any such Person is a party and under which
    any Indebtedness greater than $5,000,000 is governed; or the
    default by the Seller, FME KGaA, FMCH or any Transferring
    Affiliate in the performance of any term, provision or condition
    contained in any agreement to which any such Person is a party
    and under which any Indebtedness owing by the Seller, FME KGaA,
    FMCH or any Transferring Affiliate greater than $5,000,000 was
    created or is governed, regardless of whether such event is an
    “event of default” or “default” under any
    such agreement; or any Indebtedness owing by the Seller, FME
    KGaA, FMCH or any Transferring Affiliate greater than $5,000,000
    shall be declared to be due and payable or required to be
    prepaid (other than by a regularly scheduled payment and other
    than in the case of an instrument stated to be payable on
    demand) prior to the date of maturity thereof; or



 



    (e) any Event of Bankruptcy shall occur with respect to the
    Seller, any other Originating Entity, FME KGaA or FMCH;
    provided that, in the case of any Event of Bankruptcy
    relating to any Transferring Affiliate, such Event of Bankruptcy
    shall not constitute a Seller Default hereunder if at such time
    the “Percentage Factor” (as defined in the TAA) does
    not exceed the “Maximum Percentage Factor” (as defined
    in the TAA) after reducing the “Net Receivables
    Balance” (as defined in the TAA) by an amount equal to the
    aggregate Outstanding Balance of all Receivables otherwise
    included in the calculation of the Net Receivables Balance which
    either (i) have been originated by such Transferring
    Affiliate or (ii) are owing from any Obligor that shall
    have been directed to remit payments thereon to a Special
    Account that is a Special Account to which Obligors in respect
    of the Transferring Affiliate that is the subject of such Event
    of Bankruptcy shall have been directed to remit payments; or



 



    (f) after giving effect to any Purchase hereunder, the
    Purchaser shall, for any reason, fail or cease to have all
    right, title and interest in and to all of the Receivables which
    are to be included in such Purchase, together with the Related
    Security and Collections with respect thereto, free and clear of
    any Adverse Claim, subject only to the interests therein of the
    Agent, on behalf of the Conduit Investors and the Bank
    Investors; or



 



    (g) the Transferring Affiliate Letter, the BMA Transfer
    Agreement or any other Transaction Document shall have
    terminated; or any material provision thereof shall cease for
    any reason to be valid and binding on any party thereto or any
    party shall so state in writing; or any party to any Transaction
    Document (other than the Purchaser, the Agent, any Conduit
    Investor or any Bank Investor) shall fail to perform any
    material term,




    

    21








 






    provision or condition contained in any Transaction Document on
    its part to be performed or a default shall otherwise occur
    thereunder; or



 



    (h) either FMCH or the Seller shall enter into any
    transaction or merger whereby it is not the surviving
    entity; or



 



    (i) there shall have occurred any material adverse change
    in the operations of any of FMCH or the Seller since
    December 31, 1996 or any other Material Adverse Effect
    shall have occurred; or



 



    (j) a default shall occur under the Parent Agreement; or
    the Parent Agreement shall for any reason terminate; or any
    material provision thereof shall cease to be valid and binding
    on any party thereto or any party thereto shall so state in
    writing; or



 



    (k) (i) the Seller shall cease to own, free and clear
    of any Adverse Claim all of the outstanding shares of capital
    stock of the Transferor on a fully diluted basis; or
    (ii) FMCH shall cease to own, directly or indirectly, free
    and clear of any Adverse Claim (other than a pledge made
    pursuant to the FME KGaA Credit Facility and put/call
    agreements, forward agreements or other similar arrangements
    among FME KGaA and its subsidiaries), all of the outstanding
    shares of capital stock of any of the Originating Entities or
    the Collection Agent on a fully diluted basis; provided that FME
    KGaA may own directly or indirectly stock that is not Voting
    Stock in subsidiaries of FMCH; or (iii) FME KGaA shall
    cease to own, directly or indirectly, free and clear of any
    Adverse Claim (other than a pledge made pursuant to the FME KGaA
    Credit Facility and put/call agreements, forward agreements or
    other similar arrangements among FME KGaA and its subsidiaries),
    all of the Voting Stock of FMCH other than the preferred stock
    of FMCH outstanding as of the date hereof (which preferred stock
    outstanding as of the date hereof shall not represent more than
    20% of the total Voting Stock of FMCH); or (iv) or a Change
    of Control (as defined under the TAA).



 



    Section 7.2. Remedies.
    (a) Upon the occurrence of any Seller Default, the
    Purchaser shall have, in addition to all other rights and
    remedies under this Agreement or otherwise, all other rights and
    remedies provided under the UCC of the applicable jurisdiction
    and other applicable laws, all of which rights shall be
    cumulative.



 




    ARTICLE VIII

    



 




    INDEMNIFICATION;
    EXPENSES
    



 



    Section 8.1. Indemnities
    by the Seller. Without limiting any other rights which the
    Purchaser may have hereunder or under applicable law, the Seller
    hereby agrees to indemnify the Purchaser and any successors and
    permitted assigns (including, without limitation, the Conduit
    Investors, the Bank Investors, the Agent, the Administrative
    Agents, the Collateral Agents, the Liquidity Providers and the
    Credit Support Providers) and their respective officers,
    directors and employees (collectively, “Indemnified
    Parties”) from and against any and all damages, losses,
    claims, liabilities, costs and expenses, including, without
    limitation, reasonable attorneys’ fees (which such
    attorneys may be employees of any Liquidity Provider, any Credit
    Support Provider, the Agent, any Administrative Agent, any
    Collateral Agent or the Purchaser, as applicable) and
    disbursements (all of the foregoing being collectively referred
    to as “Indemnified Amounts”) awarded against or
    incurred by any of them in any action or proceeding between the
    Seller or any Parent Group Member (including any Parent Group
    Member, in its capacity as the Collection Agent) and any of the
    Indemnified Parties or between any of the Indemnified Parties
    and any third party or otherwise arising out of or as a result
    of this Agreement, the other Transaction Documents, the
    ownership or maintenance, either directly or indirectly, by the
    Purchaser and its assigns of Receivables and Related Assets or
    any of the other transactions contemplated hereby or thereby,
    excluding, however, (i) Indemnified Amounts to the extent
    resulting from gross negligence or willful misconduct on the
    part of an Indemnified Party or (ii) recourse (except as
    otherwise specifically provided in this Agreement) for
    uncollectible Receivables. Without limiting the generality of
    the foregoing, the Seller shall indemnify each Indemnified Party
    for Indemnified Amounts relating to or resulting from:



 



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



 



    (ii) the failure by any Parent Group Member (including any
    Parent Group Member, in its capacity as the Collection Agent) to
    comply with any applicable law, rule or regulation (including,
    without limitation, any




    

    22








 






    CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare
    Regulation), including with respect to any Receivable or the
    related Contract, or the nonconformity of any Receivable or the
    related Contract with any such applicable law, rule or
    regulation;



 



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



 



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



 



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



 



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



 



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



 



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



 



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



 



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



 



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



 



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



 



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



 



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



 



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



 



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




    

    23








 






    attributable to Other Transferors and not attributable to any
    Parent Group Member, such Other Transferors shall be solely
    liable for such Indemnified Amounts;



 



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



 



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



 



    Section 8.2. Other
    Costs and Expenses. (a) The Seller agrees, upon receipt
    of a written invoice, to pay or cause to be paid, and to save
    the Purchaser harmless against liability for the payment of, all
    reasonable out-of-pocket expenses (including, without
    limitation, the out-of-pocket expenses payable by the Purchaser
    under Section 8.4 of the TAA) or intangible, documentary or
    recording taxes incurred by or on behalf of the Purchaser or any
    other Indemnified Party (i) in connection with the
    negotiation, execution, delivery and preparation of this
    Agreement, the other Transaction Documents and any documents or
    instruments delivered pursuant hereto and thereto and the
    transactions contemplated hereby or thereby (including, without
    limitation, the perfection or protection of the Purchaser’s
    ownership of Receivables and Related Assets with respect
    thereto) and (ii) from time to time (a) relating to
    any amendments, waivers or consents under this Agreement and the
    other Transaction Documents, (b) arising in connection with
    the Purchaser’s enforcement or preservation of rights
    (including, without limitation, the perfection and protection of
    the transfers of Receivables and Related Assets under this
    Agreement), or (c) arising in connection with any audit,
    dispute, disagreement, litigation or preparation for litigation
    involving this Agreement or any of the other Transaction
    Documents.



 



    (b) If the Seller fails to perform any of its agreements or
    obligations under this Agreement, following expiration of any
    applicable cure period, the Purchaser (or any assignee thereof)
    may (but shall not be required to) perform, or cause performance
    of, such agreement or obligation, and the reasonable expenses of
    the Purchaser (or any such assignee) incurred in connection
    therewith shall be payable by the Seller upon the
    Purchaser’s (or any such assignee’s) written demand
    therefor.



 




    ARTICLE IX

    



 




    MISCELLANEOUS
    



 



    Section 9.1. Term
    of Agreement. This Agreement shall terminate on the date
    after the Collection Date on which (i) no further Purchases
    are to be made hereunder, (ii) the aggregate Outstanding
    Balance of Receivables conveyed to the Purchaser hereunder has
    been reduced to zero or written off in accordance with the
    Credit and Collection Policy and (iii) the Seller has paid
    the Purchaser all indemnities, adjustments and other amounts
    which may be owed to the Purchaser hereunder; provided,
    however, that (x) the rights and remedies of the
    Purchaser with respect to any representation and warranty made
    or deemed to be made by the Seller pursuant to this Agreement,
    (y) the indemnification and payment provisions of
    Article VII, and (z) the agreements set forth in
    Section 9.9 hereof, shall be continuing and shall survive
    any termination of this Agreement.



 



    Section 9.2. Waivers;
    Amendments. No failure or delay on the part of the Purchaser
    in exercising any power, right or remedy under this Agreement
    shall operate as a waiver thereof, nor shall any single or
    partial exercise of any such power, right or remedy preclude any
    other further exercise thereof or the exercise of any other
    power, right or remedy. The rights and remedies herein provided
    shall be cumulative and nonexclusive of any rights or remedies
    provided by law. No provision of this Agreement or the
    Subordinated Note may be amended, supplemented, modified or
    waived except in writing by the Seller, the Purchaser, the Agent
    and each Administrative Agent. It is expressly understood and
    acknowledged that the prior written consent of the Agent shall
    be required in order for the Purchaser to grant a consent,
    authorization or approval requested by the Seller hereunder, or
    for the Purchaser to agree to any amendment, waiver or other
    modification to the terms or conditions of this Agreement.



 



    Section 9.3. Notices.
    Except as provided below, all communications and notices
    provided for hereunder shall be in writing (including telecopy
    or electronic facsimile transmission or similar writing) and
    shall be given to the other party at its address or telecopy
    number set forth below or at such other address or telecopy
    number as such party may hereafter specify for the purposes of
    notice to such party. Each such notice or other communication
    shall be effective (i) if given by telecopy when such
    telecopy is transmitted to the telecopy number specified in this
    Section 9.3 and confirmation is received, (ii) if
    given by mail 3 Business Days following such posting, postage




    

    24








 






    prepaid, U.S. certified or registered, (iii) if given
    by overnight courier, one (1) Business Day after deposit
    thereof with a national overnight courier service, or
    (iv) if given by any other means, when received at the
    address specified in this Section 9.3.



 



    If to the Purchaser:



 



    NMC Funding Corporation

    920 Winter Street

    Waltham, MA 02451

    Telephone:
    (781) 699-2668

    Telecopy:
    (781) 699-9756

    Attn: Mark Fawcett

    Payment Information:

    Chase Manhattan Bank, N.A.

    ABA
    021-000-021

    Account
    323-0-76823



 



    If to the Seller:



 



    National Medical Care, Inc.

    920 Winter Street

    Waltham, MA 02451

    Telephone:
    (781) 699-2668

    Telecopy:
    (781) 699-9756

    Attn: Mark Fawcett

    Payment Information:

    Chase Manhattan Bank, N.A.

    ABA
    021-000-021

    Account
    323-0-76823



 



    Section 9.4. Governing
    Law; Submission to Jurisdiction; Integration.



 



    (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
    ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE SELLER
    HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
    STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND
    OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR
    PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
    THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The
    Seller hereby irrevocably waives, to the fullest extent it may
    effectively do so, any objection which it may now or hereafter
    have to the laying of the venue of any such proceeding brought
    in such a court and any claim that any such proceeding brought
    in such a court has been brought in an inconvenient forum.
    Nothing in this Section 9.4 shall affect the right of the
    Purchaser to bring any action or proceeding against the Seller
    or any of its properties in the courts of other jurisdictions.



 



    (b) EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO
    HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
    SOUNDING IN CONTRACT, TORT OR OTHERWISE AMONG ANY OF THEM
    ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE
    RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR
    THE OTHER TRANSACTION DOCUMENTS.



 



    (c) This Agreement contains the final and complete
    integration of all prior expressions by the parties hereto with
    respect to the subject matter hereof and shall constitute the
    entire Agreement among the parties hereto with respect to the
    subject matter hereof superseding all prior oral or written
    understandings.



 



    (d) The Seller hereby appoints Arent Fox LLP, located at
    1675 Broadway, New York, New York 10019, as the authorized agent
    upon whom process may be served in any action arising out of or
    based upon this Agreement, the other Transaction Documents to
    which such Person is a party or the transactions contemplated
    hereby or thereby that may be instituted in the United States
    District Court for the Southern District of New York and of any
    New York State Court sitting in the City of New York by the
    Purchaser or any of its assignees.



 



    Section 9.5. Severability;
    Counterparts. This Agreement may be executed in any number
    of counterparts and by different parties hereto in separate
    counterparts, each of which when so executed shall be deemed to
    be an original and all of which when taken together shall
    constitute one and the same Agreement. Any provisions of this
    Agreement which are prohibited or unenforceable in any
    jurisdiction shall, as to such jurisdiction, be ineffective to
    the extent of such prohibition or unenforceability without
    invalidating the remaining provisions hereof, and any




    

    25








 






    such prohibition or unenforceability in any jurisdiction shall
    not invalidate or render unenforceable such provision in any
    other jurisdiction.



 



    Section 9.6. Successors
    and Assigns. This Agreement shall be binding on the parties
    hereto and their respective successors and assigns;
    provided, however, that the Seller may not assign
    any of its rights or delegate any of its duties hereunder or
    under any of the other Transaction Documents to which it is a
    party without the prior written consent of each of the Purchaser
    and the Agent. The Purchaser may assign at any time any or all
    of its rights and obligations hereunder and interests herein to
    any other Person without the consent of the Seller. Without
    limiting the foregoing, the Seller acknowledges that the
    Purchaser, pursuant to the TAA, shall assign to the Agent, on
    behalf of the Conduit Investors or the Bank Investors, as the
    case may be, all of its rights, remedies, powers and privileges
    hereunder and that each of the Agent, the Conduit Investors and
    such Bank Investors may further assign such rights, remedies,
    powers and privileges to the extent permitted in the TAA. The
    Seller agrees that the Agent, as the assignee of the Purchaser,
    shall, subject to the terms of the TAA, have the right to
    enforce this Agreement and to exercise directly all of the
    Purchaser’s rights and remedies under this Agreement
    (including, without limitation, the right to give or withhold
    any consents or approvals of the Purchaser to be given or
    withheld hereunder) and the Seller agrees to cooperate fully
    with the Agent in the exercise of such rights and remedies. The
    Seller further agrees to give to the Agent copies of all
    notices, reports and other documents it is required to give to
    the Purchaser hereunder and to permit the Agent the rights of
    inspection and audit granted to the Purchaser hereunder. In
    addition, the Seller agrees that to the extent the Purchaser is
    herein permitted to take any action or to provide any
    information or report, the Agent may similarly so direct and
    require (with or without the concurrence of the Purchaser) the
    Seller to take such action or to provide such information or
    report.



 



    Section 9.7. Waiver
    of Confidentiality. The Seller hereby consents to the
    disclosure of any non-public information with respect to it
    received by the Purchaser, any Conduit Investor, the Agent, any
    Bank Investor or any Administrative Agent to any of the
    Purchaser, any Conduit Investor, the Agent, any nationally
    recognized rating agency rating any Conduit Investor’s
    Commercial Paper, any Administrative Agent, any Collateral
    Agent, any Bank Investor or potential Bank Investor, any
    Liquidity Provider or any Credit Support Provider in relation to
    this Agreement or the TAA.



 



    Section 9.8. Confidentiality
    Agreement. The Seller hereby agrees that it will not
    disclose, and will cause each Parent Group Member to refrain
    from disclosing, the contents of this Agreement or any other
    proprietary or confidential information of the Purchaser, any
    Conduit Investor, the Agent, any Administrative Agent, any
    Collateral Agent, any Liquidity Provider or any Bank Investor to
    any other Person except (i) its auditors and attorneys,
    employees or financial advisors (other than any commercial bank)
    and any nationally recognized rating agency provided such
    auditors, attorneys, employees financial advisors or rating
    agencies are informed of the highly confidential nature of such
    information or (ii) following notice thereof to the Agent,
    as otherwise required by applicable law (including the federal
    securities laws) or order of a court of competent jurisdiction.



 



    Section 9.9. Bankruptcy
    Petitions. (a) The Seller hereby covenants and agrees
    that, prior to the date which is one year and one day after the
    payment in full of all outstanding Commercial Paper or other
    indebtedness of any Conduit Investor, it will not, and the
    Seller will cause each Parent Group Member to not, institute
    against, or join any other Person in instituting against, any
    Conduit Investor, any bankruptcy, reorganization, arrangement
    insolvency or liquidation proceedings or other similar
    proceeding under the laws of the United States or any state of
    the United States.



 



    (b) The Seller hereby covenants and agrees that, prior to
    the date which is one year and one day after this Agreement
    shall have terminated in accordance with its terms, it will not
    institute against, or join any other Person in instituting
    against, the Purchaser any bankruptcy, reorganization,
    arrangement insolvency or liquidation proceedings or other
    similar proceeding under the laws of the United States or any
    state of the United States



 



    Section 9.10. Purchase
    Termination. The Seller’s obligation to sell, transfer,
    assigns and otherwise convey Receivables and Related Assets to
    the Purchaser hereunder may be terminated at any time by the
    Seller by giving written notice thereof to Purchaser and the
    Agent of the Seller’s election to discontinue Purchases
    hereunder, in which event the Purchase Termination Date (as
    defined in the TAA) shall thereafter occur on the date specified
    therefor by the Seller in such notice, but in any event not less
    than 60 days after the Agent’s receipt of such notice.



 



    Section 9.11. Subordination.
    The Seller agrees that any indebtedness, obligation or claim, it
    may from time to time hold or otherwise have (including, without
    limitation any obligation or claim arising in connection with
    the Revolving Loans) against the Purchaser or any assets or
    properties of the Purchaser, whether arising hereunder or
    otherwise existing, shall be subordinate in right of payment to
    the prior payment in full of any indebtedness or obligation of
    the Purchaser owing to the Agent, any Administrative Agent, any
    Conduit Investor or any Bank Investor under the TAA. The
    subordination provision contained herein is for the direct
    benefit of, and may be




    

    26








 






    enforced by, the Agent, any Administrative Agent, any Conduit
    Investor, any Bank Investor
    and/or any
    of their respective assignees under the TAA.



 



    Section 9.12. Characterization
    of the Transactions Contemplated by the Agreement. It is the
    intention of the parties that each Purchase hereunder shall
    constitute a sale of such Receivables, together with the Related
    Assets with respect thereto, from the Seller to the Purchaser,
    conveying good title thereto free and clear of any Adverse
    Claims, and that such Receivables and Related Assets not be part
    of the Seller’s estate in the event of an insolvency. If,
    notwithstanding the foregoing, the transactions contemplated
    hereby should be deemed a financing, the parties intend that the
    Seller shall be deemed to have granted to the Purchaser, and the
    Seller hereby grants to the Purchaser, a first priority
    perfected and continuing security interest in all of the
    Seller’s right, title and interest in, to and under the
    Receivables, together with the Related Assets with respect
    thereto, and together with all of the Seller’s rights under
    the Transferring Affiliate Letter, the BMA Transfer Agreement
    and all other Transaction Documents with respect to the
    Receivables and with respect to any obligations thereunder of
    any Originating Entity with respect to the Receivables, and that
    this Agreement shall constitute a security agreement under
    applicable law. The Seller hereby assigns to the Purchaser all
    of its rights and remedies under the Transferring Affiliate
    Letter and the BMA Transfer Agreement (and all instruments,
    documents and agreements executed in connection therewith) with
    respect to the Receivables and with respect to any obligations
    thereunder of any Originating Entity with respect to the
    Receivables.



 




    [REMAINDER
    OF PAGE INTENTIONALLY LEFT BLANK]
    




    

    27








 






    IN WITNESS WHEREOF, the parties hereto have executed and
    delivered this Amended and Restated Receivables Purchase
    Agreement as of the date first written above.



 



    NMC FUNDING CORPORATION,

    as Purchaser



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett








			
	 	      
	
    Name: Mark Fawcett

    Title: Vice President and Treasurer




 



    NATIONAL MEDICAL CARE, INC.,

    as Seller



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett








			
	 	      
	
    Name: Mark Fawcett

    Title: Vice President and Treasurer




 


 




    Signature
    Page to Amended and Restated Receivables Purchase Agreement

    dated as of October 16, 2008




    

    28








 







    EXHIBIT A

    to

    AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

    FORMS OF CONTRACTS



 




    [*
    25 pages]













 







    EXHIBIT B



 




    to

    



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT

    



 




    CREDIT
    AND COLLECTION POLICIES AND PRACTICES



 




    [*
    97 pages]













 





 




    EXHIBIT C

    to

    AMENDED AND RESTATED

    RECEIVABLES PURCHASE AGREEMENT



 




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



 




    [*
    14 pages]













 







    EXHIBIT D

    



 




    to

    



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT

    



 




    FORM OF
    SPECIAL ACCOUNT LETTER













 





 




    EXHIBIT D



 




    FORM OF
    SPECIAL ACCOUNT BANK LETTER



 




    [DATE]
    



 



    [Name and Address of




              Special
    Account Bank]



 




    [Name of
    Originating Entity]
    



 



    Ladies and Gentlemen:



 



    Reference is made to our depositary account[s]
    number[s]          maintained
    in the name of the undersigned (the “Originating
    Entity”) with you (the “Account[s]”).



 



    Unless otherwise directed by the Originating Entity, you are
    hereby instructed to transfer funds on deposit in the Account[s]
    solely to the following account by [ACH transfer or, if so
    directed by the Originating Entity, by wire transfer][intrabank
    transfer]:



 



    [Name, number and designation of (i) the Concentration
    Account and



 



    Concentration Account Bank or (ii) the Intermediate
    Concentration Account, as applicable].



 



    Each such transfer shall be made at the end of each banking day
    on which the amount on deposit in the Account[s] exceeds
    $20,000, with the amount of the transfer being equal to the
    total amount of such funds in excess of $5,000; provided that
    that Originating Entity may, at its option, deliver a standing
    instruction to you to effect such transfer at the end of each
    banking day regardless of the amount on deposit in the
    Account[s], with the amount of the transfer being equal to the
    total amount of funds in the Account[s].



 



    Please agree to the terms of, and acknowledge receipt of, this
    letter by signing in the space provided below on two copies
    hereof sent herewith and send the signed copies to NMC the
    Originating Entity at its address at 920 Winter Street,
    Waltham, MA 02451, Attention: Mark Fawcett.



 



    Very truly yours,




 



    [NAME OF ORIGINATING ENTITY]



 


			
	 	    By: 
	
        









    Title 



 



    Agreed and acknowledged:



 



    [NAME OF SPECIAL ACCOUNT BANK]



 


		
	    By: 	
        









    Title: 













 







    EXHIBIT E

    



 




    to

    



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT

    



 




    FORM OF
    SUBORDINATED NOTE



 




    Subordinated
    Revolving Note



 


		
	    Lexington,
    Massachusetts
    	    
    August 28, 1997
    



 



    1.  Note.  For value received, the
    undersigned, NMC Funding Corporation, a Delaware corporation
    (the Borrower), hereby unconditionally promises to pay to
    the order of National Medical Care, Inc., a Delaware corporation
    (the Lender), in lawful money of the United States of
    America and in immediately available funds, on the Collection
    Date (as defined below) the aggregate unpaid principal sum
    outstanding of all Revolving Loans made from time to time
    by the Lender to the Borrower pursuant to and in accordance with
    the terms of that certain Receivables Purchase Agreement dated
    as of August 28, 1997 between the Lender and the Borrower
    (as amended, restated, supplemented or otherwise modified from
    time to time, the Purchase Agreement). Reference to
    Section 2.2 of the Purchase Agreement is hereby made for a
    statement of the terms and conditions under which the loans
    evidenced hereby have been and will be made. The Collection
    Date shall be the later to occur of (i) the Termination
    Date under that certain Transfer and Administration Agreement
    dated as of even date herewith (as the same may be amended,
    restated, supplemented or otherwise modified from time to time,
    the TAA) among the Borrower, Enterprise Funding
    Corporation (the Company), certain Bank Investors from
    time to time party thereto (together with the Company, the
    Investors), National Medical Care, Inc. as Collection
    Agent and NationsBank, N.A., as Agent for the
    Investors, and (ii) the date all of the Aggregate
    Unpaids under the TAA shall have been repaid in full and all
    other obligations of the Borrower to the Investors and the Agent
    thereunder or in connection therewith shall have been
    indefeasibly satisfied in full (such Aggregate Unpaids and other
    obligations being the Senior Claim). All terms which are
    capitalized and used herein and which are not otherwise
    specifically defined herein shall have the meanings ascribed to
    such terms in the Purchase Agreement.



 



    2.  Interest.



 



    (a) The Borrower further promises to pay interest on the
    outstanding unpaid principal amount of any Revolving Loans from
    the date hereof until payment in full hereof at a rate per annum
    equal to the one-month LIBOR rate (as reported in the Bloomberg
    proprietary online service) plus 1.5% (the Interest
    Rate). The Interest Rate shall be re-set on the first
    Business Day of each month, based on the rate reported in
    Bloomberg on that date, and the rate shall be in effect during
    the month then beginning.



 



    (b) If the Borrower shall default in the payment of any
    principal hereof, the Borrower promises to, on demand, pay
    interest at the rate of the Interest Rate plus 1.0% on any such
    unpaid amounts, from the date such payment is due to the date of
    actual payment.



 



    (c) Interest shall be payable on the first calendar day of
    each month (or, if such day is not a Business Day, the next
    following Business Day) in arrears, provided, however, that the
    Borrower may elect, on the date any interest payment is due
    hereunder, to defer such payment and upon such election the
    amount of interest due but unpaid on such date shall constitute
    principal under this Subordinated Revolving Note.



 



    3.  Principal Payments.



 



    (a) The outstanding principal of any loan made under this
    Subordinated Revolving Note shall be due and payable on the
    Collection Date and may be repaid or prepaid at any time without
    premium or penalty.



 



    (b) The Lender is authorized and directed by the Borrower
    to enter in the Lender’s books and records the date and
    amount of each Revolving Loan made by it which is evidenced by
    this Subordinated Revolving Note and the amount of each payment
    of principal made by the Borrower, and absent manifest error,
    such entries shall constitute prima facie evidence of the
    accuracy of the information so entered; provided that neither
    the failure of the Lender to make any such entry or any error
    therein shall expand, limit or affect the obligations of the
    Borrower hereunder.



 



    4.  Subordination.  The indebtedness
    evidenced by this Subordinated Revolving Note is subordinated to
    the prior payment in full of all of the Borrower’s
    obligations under the TAA. The subordination provisions
    contained herein are for the direct benefit of, and may be
    enforced by, the Agent and the Investors
    and/or any
    of their assignees (collectively, the Senior Claimants)
    under the TAA. Until the Collection Date, the Lender shall not
    demand, accelerate, sue for, take, receive or accept from the
    Borrower, directly or indirectly, in cash or other property or
    by set-off or any other manner (including, without limitation,
    from or by way of collateral) any payment or security of




    

    1








 






    all or any of the indebtedness under this Subordinated Revolving
    Note or exercise any remedies or take any action or proceeding
    to enforce the same. The Lender hereby agrees that it will not
    institute against the Borrower any proceeding of the type
    constituting an Event of Bankruptcy unless and until the date
    that is one year and one day after the Collection Date has
    occurred. Nothing in this paragraph shall restrict the Borrower
    from paying, or the Lender from requesting, any payments under
    this Subordinated Revolving Note so long as (i) the
    Borrower is not required under the TAA to set aside the funds
    proposed to be used for such payments for the benefit of, or
    otherwise pay over such funds to any of the Senior Claimants,
    (ii) no Termination Event or Potential Termination Event
    shall have occurred and then be continuing under the TAA and no
    Collection Agent Default shall have occurred and then be
    continuing under the TAA and (iii) the making of such
    payment would not otherwise violate the terms and provisions of
    either the Purchase Agreement or the TAA. Should any payment,
    distribution or security or proceeds thereof be received by the
    Lender in violation of the immediately preceding sentence, the
    Lender agrees that such payment shall be segregated, received
    and held in trust for the benefit of, and deemed to be the
    property of, and shall be immediately paid over and delivered to
    the Agent for the benefit of the Senior Claimants.



 



    5.  Bankruptcy; Insolvency.  Upon the
    occurrence of any Event of Bankruptcy involving the Borrower as
    debtor, then and in any such event the Senior Claimants shall
    receive payment in full of all amounts due or to become due on
    or in respect of the Senior Claim (including Discount accruing
    under the TAA after the commencement of any such proceeding,
    whether or not any or all of such Discount is an allowable claim
    in any such proceeding) before the Lender shall be entitled to
    receive any payment on account of this Subordinated Revolving
    Note, and to that end, any payment or distribution of assets of
    the Borrower of any kind or character, whether in cash,
    securities or other property, in any applicable insolvency
    proceeding, which would otherwise be payable to or deliverable
    upon or with respect to any or all indebtedness under this
    Subordinated Revolving Note, is hereby assigned to and shall be
    paid or delivered by the Person making such payment or delivery
    (whether a trustee in bankruptcy, a receiver, custodian or
    liquidating trustee or otherwise) directly to the Agent for
    application to, or as collateral for the payment of, the Senior
    Claim until such Senior Claim shall have been paid in full and
    satisfied.



 



    6.  Amendments.  This Subordinated
    Revolving Note shall not be amended, modified or terminated
    except in accordance with Section 9.2 of the Purchase
    Agreement.



 



    7.  Governing Law.  This Subordinated
    Revolving Note shall be interpreted and the rights and
    liabilities of the parties hereto determined in accordance with
    the laws and decisions of the State of New York. Wherever
    possible each provision of this Subordinated Revolving Note
    shall be interpreted in such manner as to be effective and valid
    under applicable law, but if any provision of this Subordinated
    Revolving Note shall be prohibited by or invalid under
    applicable law, such provision shall be ineffective to the
    extent of such prohibition or invalidity, without invalidating
    the remainder of such provision or the remaining provisions of
    this Subordinated Revolving Note.



 



    8.  Waivers.  All parties hereto,
    whether as makers, endorsers, or otherwise, severally waive
    presentment for payment, demand, protest and notice of dishonor.
    The Lender additionally expressly waives all notice of the
    acceptance by any Senior Claimant of the subordination and other
    provisions of this Subordinated Revolving Note and expressly
    waives reliance by any Senior Claimant upon the subordination
    and other provisions herein provided.



 



    9.  Assignment.  This Subordinated
    Revolving Note may not be assigned, pledged or otherwise
    transferred to any party without the prior written consent of
    the Agent, and any such attempted transfer shall be void.



 



    In witness whereof, the Borrower has executed this Subordinated
    Revolving Note on the date first written above.



 



    NMC Funding Corporation



 


			
	 	    By: 
	
    /s/  James
    V. Luther









    James V. Luther, President




    

    2








 







    EXHIBIT F



 




    To



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT



 




    LIST OF
    ACTIONS AND SUITS



 




    SECTIONS 3.1(g),
    3.1(k) and 3.3(e)



 


	 	 	 	 	 
	

    3.1(g)(i)


	
 
	
    Transferor:
	
 
	
    None

	

    3.1(g)(ii)


	
 
	
    Affiliates:
	
 
	
    The following is an excerpt from the Form 6-K filing of
    Fresenius Medical Care G & Co. KGaA (the
    “Company”) with the Securities and Exchange Commission
    for the period ending June 30, 2008:









 




    Legal
    Proceedings
    (in thousands)
    



 




    Commercial
    Litigation



 



    The Company was originally formed as a result of a series of
    transactions it completed pursuant to the Agreement and Plan of
    Reorganization dated as of February 4, 1996, by and between
    W.R. Grace & Co. and Fresenius SE (the
    “Merger”). At the time of the Merger, a W.R.
    Grace & Co. subsidiary known as W.R. Grace &
    Co.-Conn. had, and continues to have, significant liabilities
    arising out of product-liability related litigation (including
    asbestos-related actions), pre-Merger tax claims and other
    claims unrelated to National Medical Care, Inc.
    (“NMC”), which was W.R. Grace & Co.’s
    dialysis business prior to the Merger. In connection with the
    Merger, W.R. Grace & Co.-Conn. agreed to indemnify the
    Company, FMCH, and NMC against all liabilities of W.R.
    Grace & Co., whether relating to events occurring
    before or after the Merger, other than liabilities arising from
    or relating to NMC’s operations. W.R. Grace & Co.
    and certain of its subsidiaries filed for reorganization under
    Chapter 11 of the U.S. Bankruptcy Code (the
    “Grace Chapter 11 Proceedings”) on April 2,
    2001.



 



    Prior to and after the commencement of the Grace Chapter 11
    Proceedings, class action complaints were filed against W.R.
    Grace & Co. and FMCH by plaintiffs claiming to be
    creditors of W.R. Grace & Co.-Conn., and by the
    asbestos creditors’ committees on behalf of the W.R.
    Grace & Co. bankruptcy estate in the Grace
    Chapter 11 Proceedings, alleging among other things that
    the Merger was a fraudulent conveyance, violated the uniform
    fraudulent transfer act and constituted a conspiracy. All such
    cases have been stayed and transferred to or are pending before
    the U.S. District Court as part of the Grace
    Chapter 11 Proceedings.



 



    In 2003, the Company reached agreement with the asbestos
    creditors’ committees on behalf of the W.R.
    Grace & Co. bankruptcy estate and W.R.
    Grace & Co. in the matters pending in the Grace
    Chapter 11 Proceedings for the settlement of all fraudulent
    conveyance and tax claims against it and other claims related to
    the Company that arise out of the bankruptcy of W.R.
    Grace & Co. Under the terms of the settlement
    agreement as amended (the “Settlement Agreement”),
    fraudulent conveyance and other claims raised on behalf of
    asbestos claimants will be dismissed with prejudice and the
    Company will receive protection against existing and potential
    future W.R. Grace & Co. related claims, including
    fraudulent conveyance and asbestos claims, and indemnification
    against income tax claims related to the non-NMC members of the
    W.R. Grace & Co. consolidated tax group upon
    confirmation of a W.R. Grace & Co. bankruptcy
    reorganization plan that contains such provisions. Under the
    Settlement Agreement, the Company will pay a total of $115,000
    without interest to the W.R. Grace & Co. bankruptcy
    estate, or as otherwise directed by the Court, upon plan
    confirmation. No admission of liability has been or will be
    made. The Settlement Agreement has been approved by the
    U.S. District Court. Subsequent to the Merger, W.R.
    Grace & Co. was involved in a multi-step transaction
    involving Sealed Air Corporation (“Sealed Air,”
    formerly known as Grace Holding, Inc.). The Company is engaged
    in litigation with Sealed Air to confirm its entitlement to
    indemnification from Sealed Air for all losses and expenses
    incurred by the Company relating to pre-Merger tax liabilities
    and Merger-related claims. Under the Settlement Agreement, upon
    confirmation of a plan that satisfies the conditions of the
    Company’s payment obligation, this litigation will be
    dismissed with prejudice.



 



    In April 2008, W.R. Grace & Co. announced an agreement
    in principle with the asbestos creditors’ and equity
    security holders’ committees in the Grace Chapter 11
    Proceedings to settle all present and future asbestos-related
    personal injury claims. The agreement in principle and W.R.
    Grace & Co.’s related bankruptcy reorganization
    plan are subject to conditions including resolution of claims of
    other creditors and Bankruptcy Court and District Court
    approvals.



 



    On April 4, 2003, FMCH filed a suit in the U.S. District
    Court for the Northern District of California, styled Fresenius
    USA, Inc., et al., v. Baxter International Inc., et al.,
    Case No. C
    03-1431,
    seeking a declaratory judgment that FMCH does not infringe on
    patents held by Baxter International Inc. and its subsidiaries
    and affiliates (“Baxter”), that the patents are
    invalid, and that Baxter is without right or authority to
    threaten or maintain suit




    

    1








 






    against FMCH for alleged infringement of Baxter’s patents.
    In general, the alleged patents concern the use of touch screen
    interfaces for hemodialysis machines. Baxter filed counterclaims
    against FMCH seeking more than $140,000 in monetary damages
    and injunctive relief, and alleging that FMCH willfully
    infringed on Baxter’s patents. On July 17, 2006, a
    jury verdict was entered in favor of FMCH finding that all the
    asserted claims of the Baxter patents are invalid as obvious
    and/or
    anticipated in light of prior art. On February 13, 2007,
    the court granted Baxter’s motion to set aside the
    jury’s verdict in favor of FMCH and reinstated the patents
    and entered judgment of infringement. Following a retrial on
    damages, the court entered judgment on November 6, 2007 in
    favor of Baxter on a jury award of $14,300. On April 4,
    2008, the court denied Baxter’s motion for a new trial,
    established a royalty payable to Baxter of 10% of the sales
    price for continuing sales of FMCH’s 2008K hemodialysis
    machines and 7% of the sales price of related disposables, parts
    and service beginning November 7, 2007, and enjoined sales
    of the 2008K machine effective January 1, 2009. We have
    appealed the court’s rulings to the Court of Appeals for
    the Federal Circuit. We are confident that we will prevail on
    appeal and have made no provision in our financial statements
    for any potential liability in this matter. If we are
    unsuccessful on all appeals, including any appeal of the
    royalty, the royalties payable to Baxter on the machines and
    disposable supplies that are subject to the court’s order
    are estimated to be in the range of $2 million to
    $4 million per month. In the interim period until our
    appeal is decided, we are funding a court-approved escrow
    account at the rate noted above. If we win the appeal, the
    escrowed funds will be returned to us with interest. We are
    pursuing design modifications to the 2008K machine that we
    expect will limit the scope of royalty payment exposure and
    permit the continued sale of the modified 2008K machine after
    the January 1, 2009 injunction effective date, irrespective
    of the outcome of our appeal.



 



    Gambro Pty Limited and Gambro Lundia AB (“Gambro AB”
    and, together with Gambro Pty Limited, “the Gambro
    Group”) commenced litigation against FMC AG & Co.
    KGaA’s Australian subsidiary, Fresenius Medical Care
    Australia Pty Limited (“Fresenius Medical Care
    Australia”) regarding infringement and damages with respect
    to a Gambro AB patent protecting intellectual property in
    relation to a system for preparation of dialysis or replacement
    fluid, the Gambro Bicart device in Australia (the “Gambro
    Patent”). As a result of the commercialization of a system
    for the preparation of dialysis fluid based on the Fresenius
    Medical Care Bibag device in Australia, the Australian courts
    concluded that Fresenius Medical Care Australia infringed the
    Gambro Patent. In May 2008, the Gambro Group and Fresenius
    Medical Care Australia and FMC AG & Co. KGaA entered
    into a Deed of Settlement and Release pursuant to which
    Fresenius Medical Care made certain cash payments to the Gambro
    Group and pursuant to which the proceedings and all claims under
    the Gambro Patent, including any claims for relief for losses
    alleged to have been incurred after the expiry of the Gambro
    Patent, were resolved.



 



    Two patent infringement actions have been pending in Germany
    between Gambro Industries (“Gambro”) on the one side
    and D-GmbH and FMC AG & Co. KGaA on the other side
    (hereinafter collectively “Fresenius Medical Care”).
    Gambro herein alleged patent infringements concerning a patent
    on a device for the preparation of medical solutions by
    Fresenius Medical Care. The first case was dismissed as being
    unfounded. Such decision has already become final. In the second
    case, the District Court of Mannheim rendered a judgement on
    June 27, 2008 deciding in favor of Gambro and declaring that
    Fresenius Medical Care has infringed a patent claim.
    Accordingly, the court ordered Fresenius Medical Care to pay
    compensation (to be determined in a separate court proceeding)
    for alleged infringement and to stop offering the alleged patent
    infringing technology in its current form in Germany. Such
    verdict could be enforced provisionally by way of security to be
    deposited by Gambro, however the Company has received no notice
    that Gambro has applied for provisional enforceability, as yet.
    D-GmbH brought an invalidity action in the Federal German Patent
    Court (“BPatG”) against Gambro’s patent. This
    case is currently pending with the Federal Court of Justice as
    the court of appeal. Fresenius Medical Care has also filed an
    appeal against the District Court’s verdict. Irrespective
    of the outcome of the appeal, Fresenius Medical Care pursues to
    develop design modifications to the concerned devices that
    Fresenius Medical Care expects will enable it to provide an
    alternative technical solution. In view of the pending appeal
    against BPatG’s verdict and Fresenius Medical Care’s
    appeal against the District Court’s verdict, Fresenius
    Medical Care continues to believe that the alleged patent
    infringing technology does not infringe any valid patent claims
    of Gambro. Therefore, the Company has made no provision in the
    financial statements for any potential liability in this matter.



 




    Other
    Litigation and Potential Exposures



 



    Renal Care Group (“RCG”) was named as a nominal
    defendant in a second amended complaint filed September 13,
    2006 in the Chancery Court for the State of Tennessee Twentieth
    Judicial District at Nashville against former officers and
    directors of RCG which purports to constitute a class action and
    derivative action relating to alleged unlawful actions and
    breaches of fiduciary duty in connection with the Company’s
    acquisition of RCG (the “RCG Acquisition”) and in
    connection with alleged improper backdating
    and/or
    timing of stock option grants. The amended complaint was styled
    Indiana State District Council of Laborers and Hod Carriers
    Pension Fund, on behalf of itself and all others similarly
    situated and derivatively on behalf of RCG, Plaintiff, vs. RCG,




    

    2








 






    Gary Brukardt, William P. Johnston, Harry R. Jacobson,
    Joseph C. Hutts, William V. Lapham, Thomas A. Lowery, Stephen D.
    McMurray, Peter J. Grua, C. Thomas Smith, Ronald Hinds, Raymond
    Hakim and R. Dirk Allison, Defendants. The complaint sought
    damages against former officers and directors and did not state
    a claim for money damages directly against RCG. On
    August 30, 2007, this suit was dismissed by the trial court
    without leave to amend. Plaintiff subsequently appealed and the
    matter remains pending in the appellate court of Tennessee.



 



    In October 2004, FMCH and its subsidiaries, including RCG (prior
    to the RCG Acquisition), received subpoenas from the
    U.S. Department of Justice, Eastern District of New York in
    connection with a civil and criminal investigation, which
    requires production of a broad range of documents relating to
    FMCH’s and RCG’s operations, with specific attention
    to documents relating to laboratory testing for parathyroid
    hormone (“PTH”) levels and vitamin D therapies. The
    Company is cooperating with the government’s requests for
    information. The Company believes that it has fulfilled all
    requests for information made by government investigators in
    this matter, and that it has complied with applicable laws
    relating to PTH testing and use of vitamin D therapies.



 



    FMCH and its subsidiaries, including RCG (prior to the RCG
    Acquisition), received a subpoena from the U.S. Department
    of Justice, Eastern District of Missouri, in connection with a
    joint civil and criminal investigation. FMCH received its
    subpoena in April 2005. RCG received its subpoena in August
    2005. The subpoenas require production of a broad range of
    documents relating to FMCH’s and RCG’s operations,
    with specific attention to documents related to clinical quality
    programs, business development activities, medical director
    compensation and physician relationships, joint ventures, and
    anemia management programs, RCG’s supply company,
    pharmaceutical and other services that RCG provides to patients,
    RCG’s relationships to pharmaceutical companies, and
    RCG’s purchase of dialysis equipment from FMCH. The Office
    of the Inspector General of the U.S. Department of Health
    and Human Services and the U.S. Attorney’s office for
    the Eastern District of Texas have also confirmed that they are
    participating in the review of the anemia management program
    issues raised by the U.S. Attorney’s office for the
    Eastern District of Missouri. On July 17, 2007, the
    U.S. Attorney’s office filed a civil complaint against
    RCG and FMCH in its capacity as RCG’s current corporate
    parent in United States District Court, Eastern District of
    Missouri. The complaint seeks monetary damages and penalties
    with respect to issues arising out of the operation of
    RCG’s Method II supply company through 2005, prior to
    the date of FMCH’s acquisition of RCG. The complaint is
    styled United States of America ex rel. Julie Williams
    et al. vs. Renal Care Group, Renal Care Group Supply
    Company and FMCH. The Company believes that RCG’s operation
    of its Method II supply company was in compliance with
    applicable law and will defend this litigation vigorously. We
    will continue to cooperate in the ongoing investigation.



 



    In May 2006, RCG received a subpoena from the
    U.S. Department of Justice, Southern District of New York
    in connection with an investigation into RCG’s
    administration of its stock option programs and practices,
    including the procedure under which the exercise price was
    established for certain of the option grants. The subpoena
    required production of a broad range of documents relating to
    the RCG stock option program prior to the RCG Acquisition. The
    Company believes that is has fulfilled all requests for
    information made by government investigators in this matter, and
    that RCG complied with applicable laws relating to the issuance
    of stock options.



 



    In August 2007, the Sheet Metal Workers National Pension Fund
    filed a complaint in the United States District Court for the
    Central District of California, Western Division (Los Angeles),
    alleging that Amgen, Inc., the Company and DaVita Inc., marketed
    Amgen’s products,
    Epogen®

    and
    Aranesp®,

    to hemodialysis patients for uses not approved by the FDA and
    thereby caused a putative class of commercial insurers to pay
    for unnecessary prescriptions of these products. Although the
    court dismissed the original allegations against the Company, it
    granted plaintiff leave to amend and this litigation was
    subsequently consolidated with other cases against
    Epogen®

    and
    Aranesp®

    Off-Label Marketing and Sales Practices Multidistrict Litigation
    and assigned to the Central District of California. On
    July 2, 2008, a consolidated complaint was filed in the
    Multidistrict Litigation that renews allegations against the
    Company and DaVita, in addition to those against Amgen.



 



    On November 27, 2007, the United States District Court for
    the Western District of Texas (El Paso) unsealed and
    permitted service of two complaints previously filed under seal
    by a qui tam relator, a former FMCH local clinic employee (Qui
    tam is a legal provision under the United States False Claims
    Act, which allows for private individuals to bring suit on
    behalf of the U.S. federal government, as far as such
    individuals believe to have knowledge of presumable fraud
    committed by third parties). The first complaint alleges that a
    nephrologist unlawfully employed in his practice an assistant to
    perform patient care tasks that the assistant was not licensed
    to perform and that Medicare billings by the nephrologist and
    FMCH therefore violated the False Claims Act. The second
    complaint alleges that FMCH unlawfully retaliated against the
    relator by discharging her from employment constructively. The
    United States Attorney for the Western District of Texas has
    declined to intervene and to prosecute on behalf of the United
    States. Counsel for the nephrologist has asserted that a
    criminal investigation of the relator’s allegations is
    continuing and has moved the Court to stay all activity in the
    qui tam until the alleged




    

    3








 






    criminal investigation has concluded. FMCH has received no other
    notice of the pendency of any criminal investigation related to
    this matter.



 



    From time to time, the Company is a party to or may be
    threatened with other litigation or arbitration, claims or
    assessments arising in the ordinary course of its business.
    Management regularly analyzes current information including, as
    applicable, the Company’s  defenses and insurance coverage
    and, as necessary, provides accruals for probable liabilities
    for the eventual disposition of these matters.



 



    The Company, like other health care providers, conducts its
    operations under intense government regulation and scrutiny. It
    must comply with regulations which relate to or govern the
    safety and efficacy of medical products and supplies, the
    operation of manufacturing facilities, laboratories and dialysis
    clinics, and environmental and occupational health and safety.
    The Company must also comply with the Anti-Kickback Statute, the
    False Claims Act, the Stark Statute, and other federal and state
    fraud and abuse laws. Applicable laws or regulations may be
    amended, or enforcement agencies or courts may make
    interpretations that differ from the Company’s
    interpretations or the manner in which it conducts its business.
    Enforcement has become a high priority for the federal
    government and some states. In addition, the provisions of the
    False Claims Act authorizing payment of a portion of any
    recovery to the party bringing the suit encourage private
    plaintiffs to commence “whistle blower” actions. By
    virtue of this regulatory environment, as well as the
    Company’s corporate integrity agreement with the
    U.S. federal government, the Company’s business
    activities and practices are subject to extensive review by
    regulatory authorities and private parties, and continuing
    audits, investigative demands, subpoenas, other inquiries,
    claims and litigation relating to the Company’s compliance
    with applicable laws and regulations. The Company may not always
    be aware that an inquiry or action has begun, particularly in
    the case of “whistle blower” actions, which are
    initially filed under court seal.



 



    The Company operates many facilities throughout the United
    States. In such a decentralized system, it is often difficult to
    maintain the desired level of oversight and control over the
    thousands of individuals employed by many affiliated companies.
    The Company relies upon its management structure, regulatory and
    legal resources, and the effective operation of its compliance
    program to direct, manage and monitor the activities of these
    employees. On occasion, the Company may identify instances where
    employees, deliberately or inadvertently, have submitted
    inadequate or false billings. The actions of such persons may
    subject the Company and its subsidiaries to liability under the
    Anti-Kickback Statute, the Stark Statute and the False Claims
    Act, among other laws.



 



    Physicians, hospitals and other participants in the health care
    industry are also subject to a large number of lawsuits alleging
    professional negligence, malpractice, product liability,
    worker’s compensation or related claims, many of which
    involve large claims and significant defense costs. The Company
    has been and is currently subject to these suits due to the
    nature of its business and expects that those types of lawsuits
    may continue. Although the Company maintains insurance at a
    level which it believes to be prudent, it cannot assure that the
    coverage limits will be adequate or that insurance will cover
    all asserted claims. A successful claim against the Company or
    any of its subsidiaries in excess of insurance coverage could
    have a material adverse effect upon it and the results of its
    operations. Any claims, regardless of their merit or eventual
    outcome, could have a material adverse effect on the
    Company’s reputation and business.



 



    The Company has also had claims asserted against it and has had
    lawsuits filed against it relating to alleged patent
    infringements or businesses that it has acquired or divested.
    These claims and suits relate both to operation of the
    businesses and to the acquisition and divestiture transactions.
    The Company has, when appropriate, asserted its own claims, and
    claims for indemnification. A successful claim against the
    Company or any of its subsidiaries could have a material adverse
    effect upon its business, financial condition, and the results
    of its operations. Any claims, regardless of their merit or
    eventual outcome, could have a material adverse effect on the
    Company’s reputation and business.



 




    Accrued
    Special Charge for Legal Matters



 



    At December 31, 2001, the Company recorded a pre-tax
    special charge of $258,159 to reflect anticipated expenses
    associated with the defense and resolution of pre-Merger tax
    claims, Merger-related claims, and commercial insurer claims.
    The costs associated with the Settlement Agreement and
    settlements with insurers have been charged against this
    accrual. With the exception of the proposed $115,000 payment
    under the Settlement Agreement, all other matters included in
    the special charge have been resolved. While the Company
    believes that its remaining accrual




    

    4








 






    reasonably estimates its currently anticipated costs related to
    the continued defense and resolution of this matter, no
    assurances can be given that its actual costs incurred will not
    exceed the amount of this accrual.



 


	 	 	 	 	 
	

    3.1(k)


	
 
	
    Tradenames:
	
 
	
    Renal Care Group 

    National Nephrology Associates

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    Mergers:
	
 
	
    On April 2, 2004, Renal Care Group, Inc. completed its
    acquisition of National Nephrology Associates, Inc.

	
 
	
 
	
 
	
 
	
 

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

	
 
	
 
	
 
	
 
	
 

	

    3.3(e)


	
 
	
    Collection Agent:
	
 
	
    None

	
 
	
 
	
    Affiliates:
	
 
	
    See disclosure for Section 3.1(g)(ii) above.










    

    5








 







    EXHIBIT G

    



 




    to

    



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT



 




    LOCATION
    OF RECORDS



 




    FMS



 



    Bio-Medical Applications of
    Aguadilla, Inc.




    Bio-Medical Applications of
    Aguadilla, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    Alabama, Inc.




    Bio-Medical Applications of
    Alabama, Inc., MOBILE BILLING GROUP, 6420 HILLCREST PARK CT,
    SUITE 210, MOBILE, AL, 36608
    



 



    Bio-Medical Applications of
    Anacostia, Inc.




    Bio-Medical Applications of
    Anacostia, Inc., STEEL CITY BILLING GROUP, BMA PITTSBURGH, 190
    BILMAR DR., SUITE 375, PITTSBURGH, PA, 15205
    



 



    Bio-Medical Applications of
    Arecibo, Inc.




    Bio-Medical Applications of
    Arecibo, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    Arkansas, Inc.




    Bio-Medical Applications of
    Arkansas, Inc., MOBILE BILLING GROUP, 6420 HILLCREST PARK CT,
    SUITE 210, MOBILE, AL, 36608
    



 



    Bio-Medical Applications of
    Bayamon, Inc.




    Bio-Medical Applications of
    Aguadilla, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of Blue
    Springs, Inc.




    Bio-Medical Applications of
    Aguadilla, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    Caguas, Inc.




    Bio-Medical Applications of Caguas,
    Inc., PUERTO RICO BILLING GROUP, ANTILLAS WAREHOUSE &
    OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    Texas, Inc.




    Bio-Medical Applications of Texas,
    Inc., ALBUQUERQUE BILLING GROUP, 909 VIRGINIA NE,
    SUITE 112, ALBUQUERQUE, NM, 87108
    




    Bio-Medical Applications of Texas,
    Inc., LUBBOCK BILLING GROUP, 4747 SOUTH LOOP 289,,
    SUITE 120,, LUBBOCK, TX, 79424
    




    Bio-Medical Applications of Texas,
    Inc., NORTH TEXAS BILLING GROUP, 1485 RICHARDSON DRIVE #100, ,
    RICHARDSON, TX, 75080
    




    Bio-Medical Applications of Texas,
    Inc., SAN ANTONIO BILLING GROUP, 6100 BANDERA ROAD,
    SUITE 601, SAN ANTONIO, TX, 78238
    




    Bio-Medical Applications of Texas,
    Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100,
    TYLER, TX, 75701 Bio-Medical Applications of Texas, Inc., WACO
    BILLING GROUP, UPTOWN PLAZA, 1110 RICHLAND DR., #3, WACO,
    TX, 76710
    



 



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




    Bio-Medical Applications of the
    District of Columbia, Inc., STEEL CITY BILLING GROUP, BMA
    PITTSBURGH, 190 BILMAR DR., SUITE 375, PITTSBURGH, PA, 15205
    




    Bio-Medical Applications of
    Ukiah, Inc.




    Bio-Medical Applications of Ukiah,
    Inc., PACIFIC NW BILLING GROUP, 4560 S. COACH DRIVE,
    SUITE 100, TUCSON, AZ, 85714
    



 



    Bio-Medical Applications of
    Virginia, Inc.




    Bio-Medical Applications of
    Virginia, Inc., ROANOKE BILLING GROUP, 2830 KEAGY ROAD,, SALEM,
    VA, 24153
    



 



    Bio-Medical Applications of West
    Virginia, Inc., ROANOKE BILLING GROUP, 2830 KEAGY ROAD,, SALEM,
    VA, 24153 Bio-Medical Applications of West Virginia, Inc.,
    KENTUCKY BILLING GROUP, 6100 DUTCHMANS LANE, 12TH FLOOR,
    LOUISVILLE, KY, 40205
    



 



    Bio-Medical Applications of
    Wisconsin, Inc.




    NNA of Louisiana, LLC




    NNA of Louisiana, LLC, INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
    



 



    NNA of Oklahoma,
    L.L.C.,




    NNA of Oklahoma, L.L.C, TYLER
    BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
    



 



    NNA of Rhode Island,
    Inc.




    NNA of Rhode Island, Inc.,
    CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250,
    NORTH OLMSTED, OH, 44070
    



 



    NNA of Toledo, Inc.




    NNA of Toledo, Inc., INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
    



 



    NNA-Saint Barnabas,
    L.L.C.




    NNA-Saint Barnabas, L.L.C.,
    CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250,
    NORTH OLMSTED, OH, 44070
    



 



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




    NNA-Saint Barnabas-Livingston,
    L.L.C., CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD,
    SUITE 250, NORTH OLMSTED, OH, 44070
    



 



    Norcross Dialysis Center,
    LLC




    Norcross Dialysis Center, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    NORMAN NEPHROLOGY,
    P.L.L.C.




    NORMAN NEPHROLOGY, P.L.L.C.,
    LUBBOCK BILLING GROUP, 4747 SOUTH LOOP 289,, SUITE 120,,
    LUBBOCK, TX, 79424
    



 



    Bio-Medical Applications of
    California, Inc.




    Bio-Medical Applications of
    California, Inc., PACIFIC NW BILLING GROUP,
    4560 S. COACH DRIVE, SUITE 100, TUCSON, AZ, 85714
    




    Bio-Medical Applications of
    California, Inc., PACIFIC NW BILLING GROUP,
    4560 S. COACH DRIVE, SUITE 100, TUCSON, AZ,
    85714, SOUTHERN CALIFORNIA BILLING GROUP, 1337 EAST THOUSAND
    OAKS BLVD, SUITE 216, THOUSAND OAKS, CA, 91362
    




    Bio-Medical Applications of
    California, Inc., PACIFIC NW BILLING GROUP,
    4560 S. COACH DRIVE, SUITE 100, TUCSON, AZ,
    85714, SOUTHERN CALIFORNIA BILLING GROUP, 1337 EAST THOUSAND
    OAKS BLVD, SUITE 216, THOUSAND OAKS, CA, 91362, SAN DIEGO
    BILLING GROUP,
    




    2917 S. DOBSON,
    SUITE 101, MESA, AZ, 85202
    



 



    Bio-Medical Applications of
    Camarillo, Inc.




    Bio-Medical Applications of
    Camarillo, Inc., SOUTHERN CALIFORNIA BILLING GROUP, 1337 EAST
    THOUSAND OAKS BLVD, SUITE 216, THOUSAND OAKS, CA, 91362
    



 



    Bio-Medical Applications of
    Capitol Hill, Inc.




    Bio-Medical Applications of Capitol
    Hill, Inc., STEEL CITY BILLING GROUP, BMA PITTSBURGH, 190 BILMAR
    DR., SUITE 375, PITTSBURGH, PA, 15205
    



 



    Bio-Medical Applications of
    Carolina, Inc.




    Bio-Medical Applications of
    Carolina, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    Carson, Inc.




    Bio-Medical Applications of Carson,
    Inc., SOUTHERN CALIFORNIA BILLING GROUP, 1337 EAST THOUSAND OAKS
    BLVD, SUITE 216, THOUSAND OAKS, CA, 91362
    



 



    Bio-Medical Applications of
    Clinton, Inc.




    Bio-Medical Applications of
    Clinton, Inc., FAYETTEVILLE BILLING GROUP, 4200 MORGANTON ROAD,
    SUITE 300, FAYETTEVILLE, NC, 28314
    



 



    Bio-Medical Applications of
    Columbia Heights, Inc.




    Bio-Medical Applications of
    Columbia Heights, Inc., STEEL CITY BILLING GROUP, BMA
    PITTSBURGH, 190 BILMAR DR., SUITE 375, PITTSBURGH, PA, 15205
    



 



    Bio-Medical Applications of
    Connecticut, Inc.




    Bio-Medical Applications of
    Connecticut, Inc., NEW BEDFORD BILLING GROUP, 700 PLEASANT
    STREET,, NEW BEDFORD, MA, 2740
    



 



    Bio-Medical Applications of
    Delaware, Inc.




    Bio-Medical Applications of
    Delaware, Inc., ALLENTOWN BILLING GROUP, 861 MARCON BLVD
    SUITE 2,, ALLENTOWN, PA, 18109
    



 



    Bio-Medical Applications of
    Dover, Inc.




    Bio-Medical Applications of Dover,
    Inc., NEW BEDFORD BILLING GROUP, 700 PLEASANT STREET,, NEW
    BEDFORD, MA, 2740
    



 



    Bio-Medical Applications of
    Eureka, Inc.




    Bio-Medical Applications of
    Wisconsin, Inc., UPPER MIDWEST BILLING GROUP, 9120 SPRINGBROOK
    DRIVE,, COON RAPIDS, MN, 55433
    




    Bio-Medical Applications of
    Wisconsin, Inc., MICHIGAN BILLING GROUP, 3500 MASSILLON ROAD
    SUITE 230,, UNIONTOWN, OH, 44685
    













 






    Brazoria Kidney Center,
    Inc.




    Brazoria Kidney Center, Inc., TYLER
    BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
    



 



    Brevard County Dialysis,
    LLC




    Brevard County Dialysis, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Clayton County Dialysis,
    LLC




    Clayton County Dialysis, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Clermont Dialysis Center,
    LLC




    Clermont Dialysis Center, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Columbus Area Renal Alliance,
    LLC




    Columbus Area Renal Alliance, LLC,
    CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250,
    NORTH OLMSTED, OH, 44070
    



 



    Conejo Valley Dialysis,
    Inc.




    Conejo Valley Dialysis, Inc.,
    SOUTHERN CALIFORNIA BILLING GROUP, 1337 EAST THOUSAND OAKS BLVD,
    SUITE 216, THOUSAND OAKS, CA, 91362
    



 



    Dialysis America Georgia,
    LLC




    Dialysis America Georgia, LLC,
    KNOXVILLE BILLING GROUP, BILLING GROUP, 1512 COLEMAN ROAD,
    SUITE 308, KNOXVILLE, TN, 37919
    



 



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




    Dialysis Associates of Northern New
    Jersey, L.L.C, ALLENTOWN BILLING GROUP, 861 MARCON BLVD
    SUITE 2, ALLENTOWN, PA, 18109
    



 



    Dialysis Associates,
    LLC




    Dialysis Associates, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Dialysis Centers of America
    - Illinois, Inc.
    




    Dialysis Centers of America -
    Illinois, Inc., CHICAGO BILLING GROUP, ONE WESTBROOK DRIVE,
    TOWER 1, SUITE 1000, WESTCHESTER, IL, 60154
    




    Dialysis Centers of America -
    Illinois, Inc., CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD,
    SUITE 250, NORTH OLMSTED, OH, 44070
    



 



    Northeast Alabama Kidney Clinic,
    Inc.




    Northeast Alabama Kidney Clinic,
    Inc., INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Northern New Jersey Dialysis,
    LLC




    Northern New Jersey Dialysis, LLC,
    ALLENTOWN BILLING GROUP, 861 MARCON BLVD SUITE 2,,
    ALLENTOWN, PA, 18109
    




    Physicians Dialysis Company,
    Inc.




    Physicians Dialysis Company, Inc.,
    CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250,
    NORTH OLMSTED, OH, 44070
    



 



    RCG Bloomington, LLC




    RCG Bloomington, LLC, INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
    



 



    RCG East Texas, LLP




    RCG East Texas, LLP, TYLER BILLING,
    3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
    




    RCG Indiana, L.L.C.




    RCG Indiana, L.L.C., INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
    



 



    RCG Irving, LLP




    RCG Irving, LLP, TYLER BILLING,
    3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
    



 



    RCG Martin, LLC




    RCG Martin, LLC, INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
    



 



    RCG Memphis East, LLC




    RCG Memphis East, LLC, INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
    



 



    RCG Mississippi, Inc.




    RCG Mississippi, Inc., INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
    




    RCG Mississippi, Inc., TYLER
    BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER,
    TX, 75701
    




    RCG Mississippi, Inc., MESA
    BILLING, 1750 SOUTH MESA DRIVE, SUITE 110, MESA,
    AZ, 85210
    




    Bio-Medical Applications of Eureka,
    Inc., PACIFIC NW BILLING GROUP, 4560 S. COACH DRIVE,
    SUITE 100, TUCSON, AZ, 85714
    



 



    Bio-Medical Applications of
    Fayetteville, Inc.




    Bio-Medical Applications of
    Fayetteville, Inc., FAYETTEVILLE BILLING GROUP, 4200 MORGANTON
    ROAD, SUITE 300, FAYETTEVILLE, NC, 28314
    



 



    Bio-Medical Applications of
    Florida, Inc.




    Bio-Medical Applications of
    Florida, Inc., ORLANDO BILLING GROUP, BMA ORLANDO, INC., 1155 W
    STATE ROAD 434, SUITE 125, LONGWOOD, FL, 32750
    



 



    , TAMPA BILLING GROUP, BMA TAMPA
    INC., 5625 WEST WATERS AVENUE, SUITE A, TAMPA, FL, 33634
    



 



    Bio-Medical Applications of
    Glendora, Inc.




    Bio-Medical Applications of
    Glendora, Inc., SOUTHERN CALIFORNIA BILLING GROUP, 1337 EAST
    THOUSAND OAKS BLVD, SUITE 216, THOUSAND OAKS, CA, 91362
    



 



    Bio-Medical Applications of
    Guayama, Inc.




    Bio-Medical Applications of
    Guayama, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    Humacao, Inc.




    Bio-Medical Applications of
    Humacao, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    Illinois, Inc.




    Bio-Medical Applications of
    Illinois, Inc., CHICAGO BILLING GROUP, ONE WESTBROOK DRIVE,
    TOWER 1, SUITE 1000, WESTCHESTER, IL, 60154
    



 



    Bio-Medical Applications of
    Indiana, Inc.




    Bio-Medical Applications of
    Indiana, Inc., MICHIGAN BILLING GROUP, 3500 MASSILLON ROAD,
    SUITE 230, UNIONTOWN, OH, 44685
    



 



    Bio-Medical Applications of
    Maine, Inc.




    Bio-Medical Applications of Maine,
    Inc., NEW BEDFORD BILLING GROUP, 700 PLEASANT STREET,, NEW
    BEDFORD, MA, 2740
    




    Bio-Medical Applications of
    Manchester, Inc.




    Dialysis Centers of America -
    Illinois, Inc., INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN
    STREET, SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Dialysis Management
    Corporation




    Dialysis Management Corporation,
    TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX,
    75701
    



 



    Dialysis Services of Cincinnati,
    Inc.




    Dialysis Services of Cincinnati,
    Inc., NORTHERN OHIO BILLING GROUP, 3500 MASSILLON ROAD,
    SUITE 280, UNIONTOWN, OH, 44685
    



 



    Dialysis Specialists of Topeka,
    Inc.




    Dialysis Specialists of Topeka,
    Inc., ARIZONA BILLING GROUP, 2917 S. DOBSON,
    SUITE 101, MESA, AZ, 85202
    



 



    Dialysis Specialists of Tulsa,
    Inc.




    Dialysis Specialists of Tulsa,
    Inc., LUBBOCK BILLING GROUP, 4747 SOUTH LOOP 289,,
    SUITE 120,, LUBBOCK, TX, 79424
    



 



    Douglas County Dialysis,
    LLC




    Douglas County Dialysis, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Du Page Dialysis,
    Ltd.




    Du Page Dialysis, Ltd.,
    CHICAGO BILLING GROUP, ONE WESTBROOK DRIVE, TOWER 1,
    SUITE 1000, WESTCHESTER, IL, 60154
    



 



    Everest Healthcare Indiana,
    Inc.




    Everest Healthcare Indiana, Inc.,
    KENTUCKY BILLING GROUP, 6100 DUTCHMANS LANE, 12TH FLOOR,
    LOUISVILLE, KY, 40205
    




    Everest Healthcare Indiana, Inc.,
    NORTHERN OHIO BILLING GROUP, 3500 MASSILLON ROAD,
    SUITE 280, UNIONTOWN, OH, 44685
    




    Everest Healthcare Indiana, Inc.,
    MICHIGAN BILLING GROUP, 3500 MASSILLON ROAD SUITE 230,,
    UNIONTOWN, OH, 44685
    



 



    Everest Healthcare Ohio,
    Inc.




    Everest Healthcare Ohio, Inc.,
    NORTHERN OHIO BILLING GROUP, 3500 MASSILLON ROAD,
    SUITE 280, UNIONTOWN, OH, 44685
    



 



    RCG University Division,
    Inc.




    RCG University Division, Inc.,
    CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250,
    NORTH OLMSTED, OH, 44070
    



 



    Renal Care Group Alaska,
    Inc.




    Renal Care Group Alaska, Inc., MESA
    BILLING, 1750 SOUTH MESA DRIVE, SUITE 110, MESA, AZ, 85210
    



 



    Renal Care Group East,
    Inc.




    Renal Care Group East, Inc.,
    CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250,
    NORTH OLMSTED, OH, 44070
    



 



    Renal Care Group Northwest,
    Inc.




    Renal Care Group Northwest, Inc.,
    MESA BILLING, 1750 SOUTH MESA DRIVE, SUITE 110, MESA, AZ,
    85210
    



 



    Renal Care Group of the Midwest,
    Inc.




    Renal Care Group of the Midwest,
    Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100,
    TYLER, TX, 75701
    



 



    Renal Care Group of the Ozarks,
    LLC




    Renal Care Group of the Ozarks,
    LLC, TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER,
    TX, 75701
    













 






    Renal Care Group of the South,
    Inc.




    Renal Care Group of the South,
    Inc., INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Renal Care Group of the
    Southeast, Inc.




    Renal Care Group of the Southeast,
    Inc., INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Renal Care Group South New
    Mexico, LLC




    Renal Care Group South New Mexico,
    LLC, TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER,
    TX, 75701
    



 



    Renal Care Group Southwest,
    L.P.




    Bio-Medical Applications of
    Manchester, Inc., NEW BEDFORD BILLING GROUP, 700 PLEASANT
    STREET,, NEW BEDFORD, MA, 2740
    



 



    Bio-Medical Applications of
    Maryland, Inc.




    Bio-Medical Applications of
    Maryland, Inc., STEEL CITY BILLING GROUP, BMA PITTSBURGH, 190
    BILMAR DR., SUITE 375, PITTSBURGH, PA, 15205
    



 



    Bio-Medical Applications of
    Massachusetts, Inc.




    Bio-Medical Applications of
    Massachusetts, Inc., NEW BEDFORD BILLING GROUP, 700 PLEASANT
    STREET,, NEW BEDFORD, MA, 2740
    



 



    Bio-Medical Applications of
    Mayaguez, Inc.




    Bio-Medical Applications of
    Mayaguez, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    Michigan, Inc.




    Bio-Medical Applications of
    Michigan, Inc., MICHIGAN BILLING GROUP, 3500 MASSILLON ROAD
    SUITE 230,, UNIONTOWN, OH, 44685
    



 



    Bio-Medical Applications of
    Minnesota, Inc.




    Bio-Medical Applications of
    Minnesota, Inc., UPPER MIDWEST BILLING GROUP, 9120 SPRINGBROOK
    DRIVE,, COON RAPIDS, MN, 55433
    



 



    Bio-Medical Applications of
    Mission Hills, Inc.




    Bio-Medical Applications of Mission
    Hills, Inc., SOUTHERN CALIFORNIA BILLING GROUP, 1337 EAST
    THOUSAND OAKS BLVD, SUITE 216, THOUSAND OAKS, CA, 91362
    



 



    Bio-Medical Applications of
    Mississippi, Inc.




    Bio-Medical Applications of
    Mississippi, Inc., CRESCENT CITY BILLING GROUP,
    3850 N. CAUSEWAY BLVD, SUITE 700, METAIRIE, LA,
    70002
    



 



    Bio-Medical Applications of
    Missouri, Inc.




    Bio-Medical Applications of
    Missouri, Inc., ARIZONA BILLING GROUP, 2917 S. DOBSON,
    SUITE 101, MESA, AZ, 85202
    



 



    Bio-Medical Applications of MLK,
    Inc.




    Bio-Medical Applications of MLK,
    Inc., STEEL CITY BILLING GROUP, BMA PITTSBURGH, 190 BILMAR DR.,
    SUITE 375, PITTSBURGH, PA, 15205
    



 



    Bio-Medical Applications of
    Nevada, Inc.



 



    Everest Healthcare Rhode Island,
    Inc.




    Everest Healthcare Rhode Island,
    Inc., NEW BEDFORD BILLING GROUP, 700 PLEASANT STREET, , NEW
    BEDFORD, MA, 2740
    



 



    Everest Healthcare Texas,
    LP.




    Everest Healthcare Texas, L.P.,
    WACO BILLING GROUP, UPTOWN PLAZA, 1110 RICHLAND DR., #3, WACO,
    TX, 76710
    




    Fondren Dialysis Clinic,
    Inc.




    Fondren Dialysis Clinic, Inc.,
    TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX,
    75701
    



 



    Fort Scott Regional
    Dialysis Center, Inc.




    Fort Scott Regional Dialysis
    Center, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
    



 



    Four State Regional Dialysis
    Center, Inc.




    Four State Regional Dialysis
    Center, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
    



 



    Fresenius Medical Care Dialysis
    Services - Oregon, LLC




    Fresenius Medical Care Dialysis
    Services - Oregon, LLC, PACIFIC NW BILLING GROUP,
    4560 S. COACH DRIVE, SUITE 100, TUCSON, AZ, 85714
    



 



    Fresenius Medical Care Dialysis
    Services Colorado LLC




    Fresenius Medical Care Dialysis
    Services Colorado LLC, ALBUQUERQUE BILLING GROUP, 909 VIRGINIA
    NE, SUITE 112, ALBUQUERQUE, NM, 87108
    



 



    Gulf Region Mobile Dialysis;
    Inc.




    Gulf Region Mobile Dialysis, Inc.,
    SAN ANTONIO BILLING GROUP, 6100 BANDERA ROAD, SUITE 601,
    SAN ANTONIO, TX, 78238
    



 



    Haemo-Stat, Inc.




    Haemo-Stat, Inc., SOUTHERN
    CALIFORNIA BILLING GROUP, 1337 EAST THOUSAND OAKS BLVD,
    SUITE 216, THOUSAND OAKS, CA, 91362
    



 



    Henry Dialysis Center,
    LLC




    Henry Dialysis Center, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    




    Renal Care Group Southwest, L.P.,
    TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX,
    75701
    



 



    Renal Care Group Texas,
    Inc.




    Renal Care Group Texas, Inc., TYLER
    BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
    



 



    Renal Care Group Westlake,
    LLC




    Renal Care Group Westlake, LLC,
    CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250,
    NORTH OLMSTED, OH, 44070
    



 



    Renal Care Group, Inc.




    Renal Care Group, Inc., TYLER
    BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
    



 



    Renex Dialysis Clinic of
    Bridgeton, Inc.




    Renex Dialysis Clinic of Bridgeton,
    Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100,
    TYLER, TX, 75701
    



 



    Renex Dialysis Clinic of Creve
    Coeur, Inc.




    Renex Dialysis Clinic of Creve
    Coeur, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
    



 



    Renex Dialysis Clinic of
    Doylestown, Inc.




    Renex Dialysis Clinic of
    Doylestown, Inc., CLEVELAND BILLING, 25050 COUNTRY CLUB
    BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070
    



 



    Renex Dialysis Clinic of
    Maplewood, Inc.




    Renex Dialysis Clinic of Maplewood,
    Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100,
    TYLER, TX, 75701
    




    Renex Dialysis Clinic of Orange,
    Inc.




    Renex Dialysis Clinic of Orange,
    Inc., CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD,
    SUITE 250, NORTH OLMSTED, OH, 44070
    



 



    Renex Dialysis Clinic of Penn
    Hills, Inc.




    Renex Dialysis Clinic of Penn
    Hills, Inc., CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD,
    SUITE 250, NORTH OLMSTED, OH, 44070
    



 



    Renex Dialysis Clinic of
    Philadelphia, Inc.




    Bio-Medical Applications of Nevada,
    Inc., MESA BILLING, 1750 SOUTH MESA DRIVE, SUITE 110, MESA,
    AZ, 85210
    



 



    Bio-Medical Applications of New
    Hampshire, Inc.




    Bio-Medical Applications of New
    Hampshire, Inc., NEW BEDFORD BILLING GROUP, 700 PLEASANT STREET,
    , NEW BEDFORD, MA, 2740
    



 



    Bio-Medical Applications of New
    Jersey, Inc.




    Bio-Medical Applications of New
    Jersey, Inc., ALLENTOWN BILLING GROUP, 861 MARCON BLVD
    SUITE 2,, ALLENTOWN, PA, 18109
    



 



    Bio-Medical Applications of New
    Mexico, Inc.




    Bio-Medical Applications of New
    Mexico, Inc., ALBUQUERQUE BILLING GROUP, 909 VIRGINIA NE,
    SUITE 112, ALBUQUERQUE, NM, 87108
    



 



    Bio-Medical Applications of
    North Carolina, Inc.




    Bio-Medical Applications of North
    Carolina, Inc., FAYETTEVILLE BILLING GROUP, 4200 MORGANTON ROAD,
    SUITE 300, FAYETTEVILLE, NC, 28314
    



 



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




    Bio-Medical Applications of
    Northeast D.C., Inc., STEEL CITY BILLING GROUP, BMA PITTSBURGH,
    190 BILMAR DR., SUITE 375, PITTSBURGH, PA, 15205
    



 



    Bio-Medical Applications of
    Oakland, Inc.




    Bio-Medical Applications of
    Oakland, Inc., PACIFIC NW BILLING GROUP, 4560 S. COACH
    DRIVE, SUITE 100, TUCSON, AZ, 85714
    



 



    Bio-Medical Applications of
    Ohio, Inc.




    Bio-Medical Applications of Ohio,
    Inc., KENTUCKY BILLING GROUP, 6100 DUTCHMANS LANE, 12TH FLOOR,
    LOUISVILLE, KY, 40205
    



 



    Bio-Medical Applications of
    Oklahoma, Inc.




    Bio-Medical Applications of
    Oklahoma, Inc., LUBBOCK BILLING GROUP, 4747 SOUTH LOOP 289,,
    SUITE 120,, LUBBOCK, TX, 79424
    



 



    Bio-Medical Applications of
    Pennsylvania, Inc.




    Bio-Medical Applications of
    Pennsylvania, Inc., ALLENTOWN BILLING GROUP, 861 MARCON BLVD.
    SUITE 2, , ALLENTOWN, PA, 18109
    




    Bio-Medical Applications of
    Pennsylvania, Inc., ALLENTOWN BILLING GROUP, 861 MARCON BLVD.
    SUITE 2, ,
    




    ALLENTOWN, PA, 18109, STEEL CITY
    BILLING GROUP, BMA PITTSBURGH, 190 BILMAR DR., SUITE 375,
    PITTSBURGH, PA, 15205
    



 



    Holton Dialysis Clinic,
    LLC




    Holton Dialysis Clinic, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Home Dialysis of Muhlenburg
    County, Inc.




    Home Dialysis of Muhlenburg County,
    Inc., KENTUCKY BILLING GROUP, 6100 DUTCHMANS LANE, 12TH FLOOR,
    LOUISVILLE, KY, 40205
    



 



    Jefferson County Dialysis,
    Inc.




    Jefferson County Dialysis, Inc.,
    TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX,
    75701
    




    KDCO, Inc.













 






    KDCO, Inc., TYLER BILLING, 3910
    BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
    



 



    Kentucky Renal Care Group,
    LLC




    Kentucky Renal Care Group, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Lawton Dialysis, Inc.




    Lawton Dialysis, Inc., TYLER
    BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
    



 



    Little Rock Dialysis,
    Inc.




    Little Rock Dialysis, Inc., TYLER
    BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER,
    TX, 75701
    



 



    Maumee Dialysis Services,
    LLC




    Maumee Dialysis Services, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Miami Regional Dialysis Center,
    Inc.




    Miami Regional Dialysis Center,
    Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100,
    TYLER, TX, 75701
    



 



    Michigan Home Dialysis Center,
    Inc.




    Michigan Home Dialysis Center,
    Inc., INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    




    Renex Dialysis Clinic of
    Philadelphia, Inc., CLEVELAND BILLING, 25050 COUNTRY CLUB
    BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070
    



 



    Renex Dialysis Clinic of
    Pittsburgh, Inc.




    Renex Dialysis Clinic of
    Pittsburgh, Inc., CLEVELAND BILLING, 25050 COUNTRY CLUB
    BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070
    



 



    Renex Dialysis Clinic of Shaler,
    Inc.




    Renex Dialysis Clinic of Shaler,
    Inc., CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD,
    SUITE 250, NORTH OLMSTED, OH, 44070
    



 



    Renex Dialysis Clinic of South
    Georgia, Inc.




    Renex Dialysis Clinic of South
    Georgia, Inc., INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN
    STREET, SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Renex Dialysis Clinic of
    St. Louis, Inc.




    Renex Dialysis Clinic of
    St. Louis, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
    



 



    Renex Dialysis Clinic of Union,
    Inc.




    Renex Dialysis Clinic of Union,
    Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100,
    TYLER, TX, 75701
    



 



    Renex Dialysis Clinic of
    University City, Inc.



 



    Renex Dialysis Clinic of University
    City, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100,
    TYLER, TX, 75701
    



 



    Renex Dialysis Clinic of
    Woodbury, Inc.




    Renex Dialysis Clinic of Woodbury,
    Inc., CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD,
    SUITE 250, NORTH OLMSTED, OH, 44070
    



 



    Renex Dialysis Facilities, Inc.,
    TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX,
    75701
    




    Renex Dialysis Facilities, Inc.,
    MESA BILLING, 1750 SOUTH MESA DRIVE, SUITE 110, MESA, AZ,
    85210
    



 



    San Diego Dialysis
    Services, Inc.




    San Diego Dialysis Services,
    Inc., SAN DIEGO BILLING GROUP, 2917 S. DOBSON,
    SUITE 101, MESA, AZ, 85202
    




    Santa Barbara Community
    Dialysis Center, Inc.




    Bio-Medical Applications of Ponce,
    Inc., PUERTO RICO BILLING GROUP, ANTILLAS WAREHOUSE &
    OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    Puerto Rico, Inc.




    Bio-Medical Applications of Puerto
    Rico, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of Rio
    Piedras, Inc.




    Bio-Medical Applications of Rio
    Piedras, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    San Antonio, Inc.




    Bio-Medical Applications of
    San Antonio, Inc., SAN ANTONIO BILLING GROUP, 6100 BANDERA
    ROAD, SUITE 601, SAN ANTONIO, TX, 78238
    



 



    Bio-Medical Applications of
    San German, Inc.




    Bio-Medical Applications of
    San German, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    San Juan, Inc.




    Bio-Medical Applications of
    San Juan, Inc., PUERTO RICO BILLING GROUP, ANTILLAS
    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
    



 



    Bio-Medical Applications of
    South Carolina, Inc.




    Bio-Medical Applications of South
    Carolina, Inc., FAYETTEVILLE BILLING GROUP, 4200 MORGANTON ROAD,
    SUITE 300, FAYETTEVILLE, NC, 28314
    




    Bio-Medical Applications of South
    Carolina, Inc., FLORENCE BILLING GROUP, 218 N. DOZIER
    BLVD., , FLORENCE, SC, 29501
    




    Bio-Medical Applications of South
    Carolina, Inc., MACON BILLING GROUP, 1515 BASS ROAD,
    SUITE B, MACON, GA, 31210
    



 



    Bio-Medical Applications of
    Tennessee, Inc.




    Bio-Medical Applications of
    Tennessee, Inc., KNOXVILLE BILLING GROUP, BILLING GROUP, 1512
    COLEMAN ROAD, SUITE 308, KNOXVILLE, TN, 37919
    




    Bio-Medical Applications of
    Tennessee, Inc., OCALA BILLING GROUP, BMA OCALA, INC., 1308 SE
    25TH LOOP, SUITE 102, OCALA, FL, 34471
    



 



    National Medical Care,
    Inc.




    National Medical Care, Inc.,
    CHICAGO BILLING GROUP, ONE WESTBROOK DRIVE, TOWER 1,
    SUITE 1000, WESTCHESTER, IL, 60154
    



 



    National Medical Care, Inc.,
    MICHIGAN BILLING GROUP, 3500 MASSILLON ROAD, SUITE 230,
    UNIONTOWN, OH, 44685 National Medical Care, Inc., KNOXVILLE
    BILLING GROUP, BILLING GROUP, 1512 COLEMAN ROAD, SUITE 308,
    KNOXVILLE, TN, 37919
    




    National Medical Care, Inc., OCALA
    BILLING GROUP, BMA OCALA, INC., 1308 SE 25TH LOOP,
    SUITE 102, OCALA, FL, 34471
    




    National Medical Care, Inc.,
    ORLANDO BILLING GROUP, BMA ORLANDO, INC., 1155 W STATE ROAD 434,
    SUITE 125, LONGWOOD, FL, 32750
    




    National Medical Care, Inc.,
    ALLENTOWN BILLING GROUP, 861 MARCON BLVD SUITE 2, ,
    ALLENTOWN, PA, 18109 National Medical Care, Inc., TAMPA BILLING
    GROUP, BMA TAMPA INC., 5625 WEST WATERS AVENUE, SUITE A,
    TAMPA, FL, 33634
    



 



    National Nephrology Associates
    of Texas, L.P.




    National Nephrology Associates of
    Texas, L.P., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
    




    NNA of Alabama, Inc.




    NNA of Alabama, Inc., INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
    



 



    NNA of East Orange,
    L.L.C.




    NNA of East Orange, L.L.C.,
    CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250,
    NORTH OLMSTED, OH, 44070
    



 



    NNA of Florida, LLC




    NNA of Florida, LLC, INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
    



 



    NNA of Georgia, Inc.




    NNA of Georgia, Inc., INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
    




    Santa Barbara Community
    Dialysis Center, Inc., SOUTHERN CALIFORNIA BILLING GROUP, 1337
    EAST THOUSAND OAKS BLVD. SUITE 216, THOUSAND OAKS, CA, 91362
    



 



    Smyrna Dialysis Center,
    LLC




    Smyrna Dialysis Center, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    SSKG, Inc.




    SSKG, Inc., INDIANAPOLIS BILLING,
    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
    



 



    STAT Dialysis
    Corporation




    STAT Dialysis Corporation, TYLER
    BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
    



 



    Stone Mountain Dialysis Center,
    LLC




    Stone Mountain Dialysis Center,
    LLC, INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Stuttgart Dialysis,
    LLC




    Stuttgart Dialysis, LLC, TYLER
    BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER,
    TX, 75701
    



 



    Terrell Dialysis Center,
    LLC




    Terrell Dialysis Center, LLC, WACO
    BILLING GROUP, UPTOWN PLAZA, 1110 RICHLAND DR., #3, WACO, TX,
    76710
    



 



    Three Rivers Dialysis Services,
    LLC




    Three Rivers Dialysis Services,
    LLC, INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    West Palm Dialysis,
    LLC




    West Palm Dialysis, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
    



 



    Wharton Dialysis, Inc.



 



    Bio-Medical Applications of
    Tennessee, Inc., ORLANDO BILLING GROUP, BMA ORLANDO, INC., 1155
    W STATE ROAD 434, SUITE 125, LONGWOOD, FL, 32750
    



 



    NNA of Harrison,
    L.L.C.




    NNA of Harrison, L.L.C., CLEVELAND
    BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250, NORTH
    OLMSTED, OH, 44070
    




    Wharton Dialysis, Inc., TYLER
    BILLING, 3910 BROOKSIDE DRIVE, SUITE 100, TYLER,
    TX, 75701
    



 



    WSKC Dialysis Services,
    Inc.




    WSKC Dialysis Services, Inc.,
    CHICAGO BILLING GROUP, ONE WESTBROOK DRIVE, TOWER 1,
    SUITE 1000, WESTCHESTER, IL, 60154
    



 












 





 




    RTG



 


	 	 	 	 	 
	
    Fresenius USA, Inc
	
 
	
    Spectra East
	
 
	
    Erika de Reynosa S.A. de C.V.

	

2637 Shadelands Drive
Walnut Creek, CA 94590

920 Winter Street
Waltham, MA 02451


	
 
	

8 King Road
Rockleigh, NJ 07647

920 Winter Street
Waltham, MA 02451


	
 
	
    Brecha E-99 Sur Parque Ind. Reynosa

    Apartado Postal # 326

    Reynosa, Tamps.

    Mexico, CP 88780

	
 
	
 
	
 
	
 
	
 

	
    Fresenius USA Home Dialysis, Inc

    920 Winter Street

    Waltham, MA 02451
	
 
	
    Spectra Renal Research, LLC

    920 Winter Street

    Waltham, MA 02451
	
 
	
    Pharr Warehouse

    1100 E. Military Hwy. Ste. C

    Pharr, TX 78577

	
 
	
 
	
 
	
 
	
 

	

Fresenius USA Marketing, Inc
920 Winter Street
Waltham, MA 02451

Fresenius USA of Puerto Rico, Inc
PO Box 191690
San Juan, PR 00919

Life Assist Medical Products, Inc
PO Box 191690 
San Juan, PR 00919


	
 
	

Fresenius USA Manufacturing
920 Winter Street
Waltham, MA 02451

Fresenius Medical Care Canada
45 Staples Suite 110
Richmond Hill, ON
L4B 4W6


	
 
	

Renal Solutions, Inc — Fresenius Medical Care Holdings, Inc (legal entity)
770 Commonwealth Drive
Suite 101
Warrendale, PA 15086

Sorb Technologies (manufacturing site)
3631 SW 54th Street
Oklahoma City, OK 73119



	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    Distributor D’Equipment Medicaux Haemotec, Inc

    383 Joseph Carrier

    Vaudreil-Dorion, QC

    J7V 5V5
	
 
	
 



















 








 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	

    Bio-Medical Applications of Aguadilla, Inc. 


	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
    Bio-Medical Applications of Aguadilla, Inc.,

    PUERTO RICO BILLING GROUP, ANTILLAS

    WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,

    SAN JUAN. PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Alabama, Inc. 
	
 
	
    MOBILE BILLING GROUP
	
 
	
    6420 HILLCREST PARK CT
	
 
	
    SUITE 210
	
 
	
    MOBILE
	
 
	
    AL
	
 
	
 
	
    36608
	
 

	
    Bio-Medical Applications of Alabama, Inc., MOBILE BILLING GROUP,
    6420
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    HILLCREST PARK CT, SUITE 210, MOBILE, AL, 36608
	
 
	
    KNOXVILLE BILLING GROUP
	
 
	
 
	
 
	
    1512 COLEMAN ROAD, SUITE 308
	
 
	
    KNOXVILLE
	
 
	
    TN
	
 
	
 
	
    37919
	
 

	
    Bio-Medical Applications of Anacostia, Inc. 
	
 
	
    STEEL CITY BILLING GROUP
	
 
	
    BMA PITTSBURGH
	
 
	
    190 BILMAR DR., SUITE 375
	
 
	
    PITTSBURGH
	
 
	
    PA
	
 
	
 
	
    15205
	
 

	
    Bio-Medical Applications of Anacostia, Inc., STEEL CITY BILLING
    GROUP,
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    BMA PITTSBURGH, 190 BILMAR DR., SUITE 375, PITTSBURGH, PA,
    15205
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Arecibo, Inc. 
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
    Bio-Medical Applications of Arecibo, Inc., PUERTO RICO BILLING
    GROUP,

    ANTILLAS WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,

    SAN JUAN, PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Arkansas, Inc. 
	
 
	
    MOBILE BILLING GROUP
	
 
	
    6420 HILLCREST PARK CT
	
 
	
    SUITE 210
	
 
	
    MOBILE
	
 
	
    AL
	
 
	
 
	
    36608
	
 

	
    Bio-Medical Applications of Arkansas, Inc., MOBILE BILLING
    GROUP, 6420

    HILLCREST PARK CT, SUITE 210, MOBILE, AL, 36608
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Bayamon, Inc. 
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
    Bio-Medical Applications of Aguadilla, Inc., PUERTO RICO BILLING
    GROUP,

    ANTILLAS WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,

    SAN JUAN, PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Blue Springs, Inc. 
	
 
	
    ARIZONA BILLING GROUP
	
 
	
    2917 S. DOBSON
	
 
	
    SUITE 101
	
 
	
    MESA
	
 
	
    AZ
	
 
	
 
	
    85202
	
 

	
    Bio-Medical Applications of Aguadilla, Inc., PUERTO RICO BILLING
    GROUP,

    ANTILLAS WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,

    SAN JUAN, PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Caguas, Inc. 
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
    Bio-Medical Applications of Caguas, Inc., PUERTO RICO BILLING
    GROUP,

    ANTILLAS WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,

    SAN JUAN, PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of California, Inc. 
	
 
	
    PACIFIC NW BILLING GROUP
	
 
	
    4560 S. COACH DRIVE
	
 
	
    SUITE 100
	
 
	
    TUCSON
	
 
	
    AZ
	
 
	
 
	
    85714
	
 

	
    Bio-Medical Applications of California, Inc., PACIFIC NW BILLING
    GROUP,

    4560 S. COACH DRIVE, SUITE 100, TUCSON, AZ, 85714
	
 
	
    SOUTHERN CALIFORNIA BILLING GROUP
	
 
	
    1337 EAST THOUSAND OAKS BLVD
	
 
	
    SUITE 216
	
 
	
    THOUSAND OAKS
	
 
	
    CA
	
 
	
 
	
    91362
	
 

	
    Bio-Medical Applications of California, Inc., PACIFIC NW BILLING
    GROUP,

    4560 S. COACH DRIVE, SUITE 100, TUCSON, AZ,
    85714, SOUTHERN

    CALIFORNIA BILLING GROUP, 1337 EAST THOUSAND OAKS BLVD,
    SUITE 216, THOUSAND OAKS, CA, 91362
	
 
	
    SAN DIEGO BILLING GROUP
	
 
	
    2917 S. DOBSON
	
 
	
    SUITE 101
	
 
	
    MESA
	
 
	
    AZ
	
 
	
 
	
    85202
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    Bio-Medical Applications of California, Inc., PACIFIC NW BILLING
    GROUP,

    4560 S. COACH DRIVE, SUITE 100, TUCSON, AZ,
    85714, SOUTHERN

    CALIFORNIA BILLING GROUP, 1337 EAST THOUSAND OAKS BLVD,
    SUITE 216, THOUSAND OAKS, CA, 91362, SAN DIEGO BILLING
    GROUP, 2917 S. DOBSON, SUITE 101, MESA, AZ, 85202
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Camarillo, Inc. 
	
 
	
    SOUTHERN CALIFORNIA BILLING GROUP
	
 
	
    1337 EAST THOUSAND OAKS BLVD
	
 
	
    SUITE 216
	
 
	
    THOUSAND OAKS
	
 
	
    CA
	
 
	
 
	
    91362
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Camarillo, Inc., SOUTHERN CALIFORNIA
    BILLING

    GROUP, 1337 EAST THOUSAND OAKS BLVD, SUITE 216, THOUSAND

    OAKS, CA, 91362
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Capitol Hill, Inc. 
	
 
	
    STEEL CITY BILLING GROUP
	
 
	
    BMA PITTSBURGH
	
 
	
    190 BILMAR DR., SUITE 375
	
 
	
    PITTSBURGH
	
 
	
    PA
	
 
	
 
	
    15205
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Capitol Hill, Inc., STEEL CITY
    BILLING GROUP,

    BMA PITTSBURGH, 190 BILMAR DR., SUITE 375, PITTSBURGH, PA,
    15205
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Carolina, Inc. 
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST.. SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Carolina, Inc., PUERTO RICO BILLING
    GROUP,

    ANTILLAS WAREHOUSE & OFFICE PARK, 461 FRANCIA ST.,
    SUITE 1-401,

    SAN JUAN, PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Carson, Inc. 
	
 
	
    SOUTHERN CALIFORNIA BILLING GROUP
	
 
	
    1337 EAST THOUSAND OAKS BLVD
	
 
	
    SUITE 216
	
 
	
    THOUSAND OAKS
	
 
	
    CA
	
 
	
 
	
    91362
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Carson, Inc., SOUTHERN CALIFORNIA
    BILLING

    GROUP, 1337 EAST THOUSAND OAKS BLVD, SUITE 216, THOUSAND

    OAKS, CA, 91362
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Clinton, Inc. 
	
 
	
    FAYETTEVILLE BILLING GROUP
	
 
	
    4200 MORGANTON ROAD
	
 
	
    SUITE 300
	
 
	
    FAYETTEVILLE
	
 
	
    NC
	
 
	
 
	
    28314
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Clinton, Inc., FAYETTEVILLE BILLING
    GROUP,

    4200 MORGANTON ROAD, SUITE 300, FAYETTEVILLE, NC, 28314
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Columbia Heights, Inc. 
	
 
	
    STEEL CITY BILLING GROUP
	
 
	
    BMA PITTSBURGH
	
 
	
    190 BILMAR DR., SUITE 375
	
 
	
    PITTSBURGH
	
 
	
    PA
	
 
	
 
	
    15205
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Columbia Heights, Inc., STEEL CITY
    BILLING

    GROUP, BMA PITTSBURGH, 190 BILMAR DR., SUITE 375,
    PITTSBURGH,

    PA, 15205
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Connecticut, Inc. 
	
 
	
    NEW BEDFORD BILLING GROUP
	
 
	
    700 PLEASANT STREET
	
 
	
 
	
 
	
    NEW BEDFORD
	
 
	
    MA
	
 
	
 
	
    02740
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Connecticut, Inc., NEW BEDFORD
    BILLING

    GROUP, 700 PLEASANT STREET,, NEW BEDFORD, MA, 2740
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Delaware, Inc. 
	
 
	
    ALLENTOWN BILLING GROUP
	
 
	
    861 MARCON BLVD SUITE 2
	
 
	
 
	
 
	
    ALLENTOWN
	
 
	
    PA
	
 
	
 
	
    18109
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Delaware, Inc., ALLENTOWN BILLING
    GROUP, 861 MARCON BLVD SUITE 2,, ALLENTOWN, PA, 18109
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Dover, Inc. 
	
 
	
    NEW BEDFORD BILLING GROUP
	
 
	
    700 PLEASANT STREET
	
 
	
 
	
 
	
    NEW BEDFORD
	
 
	
    MA
	
 
	
 
	
    02740
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    Bio-Medical Applications of Dover. Inc., NEW BEDFORD BILLING
    GROUP, 700 PLEASANT STREET,, NEW BEDFORD, MA, 2740
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Eureka, Inc. 
	
 
	
    PACIFIC NW BILLING GROUP
	
 
	
    4560 S. COACH DRIVE
	
 
	
    SUITE 100
	
 
	
    TUCSON
	
 
	
    AZ
	
 
	
 
	
    85714
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Eureka, Inc., PACIFIC NW BILLING
    GROUP, 4560 S. COACH DRIVE, SUITE 100, TUCSON,
    AZ, 85714
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Fayetteville, Inc. 
	
 
	
    FAYETTEVILLE BILLING GROUP
	
 
	
    4200 MORGANTON ROAD
	
 
	
    SUITE 300
	
 
	
    FAYETTEVILLE
	
 
	
    NC
	
 
	
 
	
    28314
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Fayetteville, Inc., FAYETTEVILLE
    BILLING

    GROUP, 4200 MORGANTON ROAD, SUITE 300, FAYETTEVILLE, NC,
    28314
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Florida, Inc. 
	
 
	
    ORLANDO BILLING GROUP
	
 
	
    BMA ORLANDO, INC.
	
 
	
    1155 W STATE ROAD 434, SUITE 125
	
 
	
    LONGWOOD
	
 
	
    FL
	
 
	
 
	
    32750
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Florida, Inc., ORLANDO BILLING
    GROUP. BMA

    ORLANDO, INC., 1155 W STATE ROAD 434, SUITE 125, LONGWOOD,
    FL,

    32750
	
 
	
    OCALA BILLING GROUP
	
 
	
    BMA OCALA, INC.
	
 
	
    1308 SE 25TH LOOP, SUITE 102
	
 
	
    OCALA
	
 
	
    FL
	
 
	
 
	
    34471
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    TAMPA BILLING GROUP
	
 
	
    BMA TAMPA INC.
	
 
	
    5625 WEST WATERS AVENUE, SUITE
	
 
	
    TAMPA
	
 
	
    FL
	
 
	
 
	
    33634,
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    TAMPA BILLING GROUP, BMA TAMPA INC., 5625 WEST WATERS

    AVENUE, SUITE A, TAMPA, FL, 33634
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Fremont, Inc. 
	
 
	
    PACIFIC NW BILLING GROUP
	
 
	
    4560 S. COACH DRIVE
	
 
	
    SUITE 100
	
 
	
    TUCSON
	
 
	
    AZ
	
 
	
 
	
    85714
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Fremont, Inc., PACIFIC NW BILLING
    GROUP, 4560 S. COACH DRIVE, SUITE 100, TUCSON,
    AZ, 85714
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Fresno, Inc.
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Fresno, Inc., PACIFIC NW BILLING
    GROUP, 4560 S. COACH DRIVE, SUITE 100, TUCSON,
    AZ, 85714
	
 
	
    PACIFIC NW BILLING GROUP
	
 
	
    4560 S. COACH DRIVE
	
 
	
    SUITE 100
	
 
	
    TUCSON
	
 
	
    AZ
	
 
	
 
	
    85714
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Georgia, Inc. 
	
 
	
    KNOXVILLE BILLING GROUP
	
 
	
    BILLING GROUP
	
 
	
    1512 COLEMAN ROAD, SUITE 308
	
 
	
    KNOXVILLE
	
 
	
    TN
	
 
	
 
	
    37919
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    MACON BILLING GROUP
	
 
	
    1515 BASS ROAD
	
 
	
    SUITE B
	
 
	
    MACON
	
 
	
    GA
	
 
	
 
	
    31210
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Glendora, Inc. 
	
 
	
    SOUTHERN CALIFORNIA BILLING GROUP
	
 
	
    1337 EAST THOUSAND OAKS BLVD
	
 
	
    SUITE 216
	
 
	
    THOUSAND OAKS
	
 
	
    CA
	
 
	
 
	
    91362
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Glendora, Inc., SOUTHERN CALIFORNIA
    BILLING GROUP, 1337 EAST THOUSAND OAKS BLVD, SUITE 216,
    THOUSAND OAKS, CA, 91362
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Guayama, Inc. 
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Guayama, Inc., PUERTO RICO BILLING
    GROUP, ANTILLAS WAREHOUSE & OFFICE PARK, 461 FRANCIA
    ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Humacao. Inc. 
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Humacao, Inc., PUERTO RICO BILLING
    GROUP, ANTILLAS WAREHOUSE & OFFICE PARK, 461 FRANCIA
    ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Illinois, Inc. 
	
 
	
    CHICAGO BILLING GROUP
	
 
	
    ONE WESTBROOK DRIVE
	
 
	
    TOWER 1, SUITE 1000
	
 
	
    WESTCHESTER
	
 
	
    IL
	
 
	
 
	
    60154
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Illinois, Inc., CHICAGO BILLING
    GROUP, ONE WESTBROOK DRIVE, TOWER 1, SUITE 1000,
    WESTCHESTER, IL, 60154
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical’Applications of Indiana, Inc. 
	
 
	
    MICHIGAN BILLING GROUP
	
 
	
    3500 MASSILLON ROAD
	
 
	
    SUITE 230
	
 
	
    UNIONTOWN
	
 
	
    OH
	
 
	
 
	
    44685
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Indiana, Inc., MICHIGAN BILLING
    GROUP, 3500 MASSILLON ROAD, SUITE 230, UNIONTOWN, OH, 44685
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Maine, Inc. 
	
 
	
    NEW BEDFORD BILLING GROUP
	
 
	
    700 PLEASANT STREET
	
 
	
 
	
 
	
    NEW BEDFORD
	
 
	
    MA
	
 
	
 
	
    02740
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Maine, Inc., NEW BEDFORD BILLING
    GROUP, 700 PLEASANT STREET,, NEW BEDFORD, MA, 2740
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Manchester, Inc. 
	
 
	
    NEW BEDFORD BILLING GROUP
	
 
	
    700 PLEASANT STREET
	
 
	
 
	
 
	
    NEW BEDFORD
	
 
	
    MA
	
 
	
 
	
    02740
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Manchester, Inc., NEW BEDFORD
    BILLING GROUP, 700 PLEASANT STREET,, NEW BEDFORD, MA, 2740
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Maryland, Inc.

    Bio-Medical Applications of Maryland. Inc., STEEL CITY BILLING
    GROUP, BMA PITTSBURGH, 190 BILMAR DR. SUITE 375,
    PITTSBURGH, PA, 15205
	
 
	
    STEEL CITY BILLING GROUP
	
 
	
    BMA PITTSBURGH
	
 
	
    190 BILMAR DR., SUITE 375
	
 
	
    PITTSBURGH
	
 
	
    PA
	
 
	
 
	
    15205
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Massachusetts, Inc. 
	
 
	
    NEW BEDFORD BILLING GROUP
	
 
	
    700 PLEASANT STREET
	
 
	
 
	
 
	
    NEW BEDFORD
	
 
	
    MA
	
 
	
 
	
    02740
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Massachusetts, Inc., NEW BEDFORD
    BILLING GROUP, 700 PLEASANT STREET. . NEW BEDFORD, MA, 2740
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Mayaguez, Inc. 
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Mayaguez, Inc., PUERTO RICO BILLING
    GROUP, ANTILLAS WAREHOUSE & OFFICE PARK. 461 FRANCIA
    ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Michigan, Inc. 
	
 
	
    MICHIGAN BILLING GROUP
	
 
	
    3500 MASSILLON ROAD SUITE 230
	
 
	
 
	
 
	
    UNIONTOWN
	
 
	
    OH
	
 
	
 
	
    44685
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Michigan, Inc., MICHIGAN BILLING
    GROUP, 3500 MASSILLON ROAD SUITE 230., UNIONTOWN. OH, 44685
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Minnesota, Inc. 
	
 
	
    UPPER MIDWEST BILLING GROUP
	
 
	
    9120 SPRINGBROOK DRIVE
	
 
	
 
	
 
	
    COON RAPIDS
	
 
	
    MN
	
 
	
 
	
    55433
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Minnesota, Inc., UPPER MIDWEST
    BILLING GROUP, 9120 SPRINGBROOK DRIVE., COON RAPIDS, MN, 55433
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Mission Hills, Inc. 
	
 
	
    SOUTHERN CALIFORNIA BILLING GROUP
	
 
	
    1337 EAST THOUSAND OAKS BLVD
	
 
	
    SUITE 216
	
 
	
    THOUSAND OAKS
	
 
	
    CA
	
 
	
 
	
    91362
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Mission Hills, Inc., SOUTHERN
    CALIFORNIA BILLING GROUP, 1337 EAST THOUSAND OAKS BLVD.
    SUITE 216, THOUSAND OAKS, CA, 91362
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Mississippi, Inc. 
	
 
	
    CRESCENT CITY BILLING GROUP
	
 
	
    3850 N. CAUSEWAY BLVD
	
 
	
    SUITE 700
	
 
	
    METAIRIE
	
 
	
    LA
	
 
	
 
	
    70002
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Mississippi, Inc., CRESCENT CITY
    BILLING GROUP. 3850 N. CAUSEWAY BLVD, SUITE 700,
    METAIRIE, LA, 70002
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Missouri, Inc. 
	
 
	
    ARIZONA BILLING GROUP
	
 
	
    2917 S. DOBSON
	
 
	
    SUITE 101
	
 
	
    MESA
	
 
	
    AZ
	
 
	
 
	
    85202
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Missouri, Inc., ARIZONA BILLING
    GROUP, 2917 S.
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    DOBSON, SUITE 101, MESA, AZ, 85202
	
 
	
    SAN ANTONIO BILLING GROUP
	
 
	
    6100 BANDERA ROAD
	
 
	
    SUITE 601
	
 
	
    SAN ANTONIO
	
 
	
    TX
	
 
	
 
	
    78238
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of MLK, Inc. 
	
 
	
    STEEL CITY BILLING GROUP
	
 
	
    BMA PITTSBURGH
	
 
	
    190 BILMAR DR., SUITE 375
	
 
	
    PITTSBURGH
	
 
	
    PA
	
 
	
 
	
    15205
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    Bio-Medical Applications of MLK, Inc., STEEL CITY BILLING GROUP,
    BMA PITTSBURGH, 190 BILMAR DR., SUITE 375, PITTSBURGH, PA,
    15205
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Nevada, Inc. 
	
 
	
    MESA BILLING
	
 
	
    1750 SOUTH MESA DRIVE
	
 
	
    SUITE 110
	
 
	
    MESA
	
 
	
    AZ
	
 
	
 
	
    85210
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Nevada, Inc., MESA BILLING. 1750
    SOUTH MESA DRIVE, SUITE 110, MESA, AZ, 85210
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of New Hampshire. Inc. 
	
 
	
    NEW BEDFORD BILLING GROUP
	
 
	
    700 PLEASANT STREET
	
 
	
 
	
 
	
    NEW BEDFORD
	
 
	
    MA
	
 
	
 
	
    02740
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of New Hampshire, Inc., NEW BEDFORD
    BILLING GROUP, 700 PLEASANT STREET,, NEW BEDFORD, MA, 2740
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of New Jersey, Inc. 
	
 
	
    ALLENTOWN BILLING GROUP
	
 
	
    861 MARCON BLVD SUITE 2
	
 
	
 
	
 
	
    ALLENTOWN
	
 
	
    PA
	
 
	
 
	
    18109
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of New Jersey, Inc., ALLENTOWN BILLING
    GROUP, 861 MARCON BLVD SUITE 2, . ALLENTOWN, PA, 18109
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of New Mexico, Inc. 
	
 
	
    ALBUQUERQUE BILLING GROUP
	
 
	
    909 VIRGINIA NE
	
 
	
    SUITE 112
	
 
	
    ALBUQUERQUE
	
 
	
    NM
	
 
	
 
	
    87108
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of New Mexico, Inc., ALBUQUERQUE BILLING
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    GROUP, 909 VIRGINIA NE. SUITE 112, ALBUQUERQUE. NM. 87108
	
 
	
    LUBBOCK BILLING GROUP
	
 
	
    4747 SOUTH LOOP 289.
	
 
	
    SUITE 120
	
 
	
    LUBBOCK
	
 
	
    TX
	
 
	
 
	
    79424
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of North Carolina, Inc. 
	
 
	
    FAYETTEVILLE BILLING GROUP
	
 
	
    4200 MORGANTON ROAD
	
 
	
    SUITE 300
	
 
	
    FAYETTEVILLE
	
 
	
    NC
	
 
	
 
	
    28314
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of North Carolina, Inc., FAYETTEVILLE
    BILLING
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    GROUP, 4200 MORGANTON ROAD, SUITE 300, FAYETTEVILLE, NC,
    28314


	
 
	
    FLORENCE BILLING GROUP
	
 
	
    218 N. DOZIER BLVD.
	
 
	
 
	
 
	
    FLORENCE
	
 
	
    SC
	
 
	
 
	
    29501
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Northeast D.C., Inc. 
	
 
	
    STEEL CITY BILLING GROUP
	
 
	
    BMA PITTSBURGH
	
 
	
    190 BILMAR DR., SUITE 375
	
 
	
    PITTSBURGH
	
 
	
    PA
	
 
	
 
	
    15205
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Northeast D.C., Inc., STEEL CITY
    BILLING GROUP, BMA PITTSBURGH. 190 BILMAR DR., SUITE 375,
    PITTSBURGH, PA, 15205
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Oakland, Inc. 
	
 
	
    PACIFIC NW BILLING GROUP
	
 
	
    4560 S. COACH DRIVE
	
 
	
    SUITE 100
	
 
	
    TUCSON
	
 
	
    AZ
	
 
	
 
	
    85714
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Oakland, Inc., PACIFIC NW BILLING
    GROUP, 4560 S. COACH DRIVE, SUITE 100, TUCSON,
    AZ, 85714
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Ohio, Inc. 
	
 
	
    KENTUCKY BILLING GROUP
	
 
	
    6100 DUTCHMANS LANE
	
 
	
    12TH FLOOR
	
 
	
    LOUISVILLE
	
 
	
    KY
	
 
	
 
	
    40205
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Ohio, Inc., KENTUCKY BILLING GROUP,
    6100
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    DUTCHMANS LANE. 12TH FLOOR; LOUISVILLE, KY, 40205
	
 
	
    NORTHERN OHIO BILLING GROUP
	
 
	
    3500 MASSILLON ROAD
	
 
	
    SUITE 280
	
 
	
    UNIONTOWN
	
 
	
    OH
	
 
	
 
	
    44685
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Oklahoma, Inc. 
	
 
	
    LUBBOCK BILLING GROUP
	
 
	
    4747 SOUTH LOOP 289,
	
 
	
    SUITE 120
	
 
	
    LUBBOCK
	
 
	
    TX
	
 
	
 
	
    79424
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Oklahoma, Inc., LUBBOCK BILLING
    GROUP, 4747 SOUTH LOOP 289., SUITE 120., LUBBOCK. TX. 79424
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Pennsylvania, Inc. 
	
 
	
    ALLENTOWN BILLING GROUP
	
 
	
    861 MARCON BLVD. SUITE 2
	
 
	
 
	
 
	
    ALLENTOWN
	
 
	
    PA
	
 
	
 
	
    18109
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Pennsylvania, Inc., ALLENTOWN
    BILLING GROUP,
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    861 MARCON BLVD. SUITE 2,, .ALLENTOWN, PA, 18109
	
 
	
    STEEL CITY BILLING GROUP
	
 
	
    BMA PITTSBURGH
	
 
	
    190 BILMAR DR., SUITE 375
	
 
	
    PITTSBURGH
	
 
	
    PA
	
 
	
 
	
    15205
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    Bio-Medical Applications of Pennsylvania, Inc., ALLENTOWN
    BILLING GROUP, 861 MARCON BLVD. SUITE 2, , ALLENTOWN, PA,
    18109, STEEL CITY BILLING GROUP, BMA PITTSBURGH, 190 BILMAR DR.,
    SUITE 375, PITTSBURGH, PA, 15205
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Ponce, Inc. 
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Ponce, Inc., PUERTO RICO BILLING
    GROUP, ANTILLAS WAREHOUSE & OFFICE PARK, 461 FRANCIA
    ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Puerto Rico, Inc. 
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Puerto Rico, Inc., PUERTO RICO
    BILLING GROUP, ANTILLAS WAREHOUSE & OFFICE PARK, 461
    FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Rio Piedras, Inc.

    Bio-Medical Applications of Rio Piedras, Inc., PUERTO RICO
    BILLING GROUP, ANTILLAS WAREHOUSE & OFFICE PARK, 461
    FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of San Antonio, Inc.

    Bio-Medical Applications of San Antonio, Inc., SAN ANTONIO
    BILLING GROUP, 6100 BANDERA ROAD, SUITE 601, SAN ANTONIO,
    TX, 78238
	
 
	
    SAN ANTONIO BILLING GROUP
	
 
	
    6100 BANDERA ROAD
	
 
	
    SUITE 601
	
 
	
    SAN ANTONIO
	
 
	
    TX
	
 
	
 
	
    78238
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of San German, Inc.

    Bio-Medical Applications of San German, Inc., PUERTO RICO
    BILLING GROUP, ANTILLAS WAREHOUSE & OFFICE PARK, 461
    FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of San Juan, Inc.

    Bio-Medical Applications of San Juan, Inc., PUERTO RICO
    BILLING GROUP, ANTILLAS WAREHOUSE & OFFICE PARK, 461
    FRANCIA ST.,
    SUITE 1-401,
    SAN JUAN, PR, 917
	
 
	
    PUERTO RICO BILLING GROUP
	
 
	
    ANTILLAS WAREHOUSE & OFFICE PARK
	
 
	
    461 FRANCIA ST., SUITE 1-401
	
 
	
    SAN JUAN
	
 
	
    PR
	
 
	
 
	
    00917
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of South Carolina, Inc.

    Bio-Medical Applications of South Carolina, Inc.,
    FAYETTEVILLE BILLING GROUP, 4200 MORGANTON ROAD, SUITE 300,
    FAYETTEVILLE, NC, 28314
	
 
	
    FAYETTEVILLE BILLING GROUP
	
 
	
    4200 MORGANTON ROAD
	
 
	
    SUITE 300
	
 
	
    FAYETTEVILLE
	
 
	
    NC
	
 
	
 
	
    28314
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of South Carolina, Inc.

    Bio-Medical Applications of South Carolina, Inc., FLORENCE
    BILLING GROUP, 218 N DOZIER BLVD., , FLORENCE, SC, 29501
	
 
	
    FLORENCE BILLING GROUP
	
 
	
    218 N. DOZIER BLVD.
	
 
	
 
	
 
	
    FLORENCE
	
 
	
    SC
	
 
	
 
	
    29501
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of South Carolina, Inc.

    Bio-Medical Applications of South Carolina, Inc., MACON
    BILLING GROUP, 1515 BASS ROAD, SUITE B, MACON, GA, 31210
	
 
	
    MACON BILLING GROUP
	
 
	
    1515 BASS ROAD
	
 
	
    SUITE B
	
 
	
    MACON
	
 
	
    GA
	
 
	
 
	
    31210
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Southeast Washington, Inc,

    Bio-Medical Applications of Southeast Washington, Inc., STEEL
    CITY BILLING GROUP, BMA PITTSBURGH, 190 BILMAR DR.,
    SUITE 375, PITTSBURGH, PA, 15205
	
 
	
    STEEL CITY BILLING GROUP
	
 
	
    BMA PITTSBURGH
	
 
	
    190 BILMAR DR., SUITE 375
	
 
	
    PITTSBURGH
	
 
	
    PA
	
 
	
 
	
    15205
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Tennessee, Inc.

    Bio-Medical Applications of Tennessee, Inc., KNOXVILLE BILLING
    GROUP, BILLING GROUP, 1512 COLEMAN ROAD, SUITE 308,
    KNOXVILLE, TN, 37919
	
 
	
    KNOXVILLE BILLING GROUP
	
 
	
    BILLING GROUP
	
 
	
    1512 COLEMAN ROAD, SUITE 308
	
 
	
    KNOXVILLE
	
 
	
    TN
	
 
	
 
	
    37919
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    Bio-Medical Applications of Tennessee, Inc.

    Bio-Medical Applications of Tennessee, Inc., OCALA BILLING
    GROUP, BMA OCALA, INC., 1308 SE 25TH LOOP, SUITE 102,
    OCALA, FL, 34471
	
 
	
    OCALA BILLING GROUP
	
 
	
    BMA OCALA, INC.
	
 
	
    1308 SE 25TH LOOP, SUITE 102
	
 
	
    OCALA
	
 
	
    FL
	
 
	
 
	
    34471
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Tennessee, Inc.

    Bio-Medical Applications of Tennessee, Inc., ORLANDO BILLING
    GROUP, BMA ORLANDO, INC., 1155 W STATE ROAD 434, SUITE 125,
    LONGWOOD, FL, 32750
	
 
	
    ORLANDO BILLING GROUP
	
 
	
    BMA ORLANDO, INC.
	
 
	
    1155 W STATE ROAD 434, SUITE 125
	
 
	
    LONGWOOD
	
 
	
    FL
	
 
	
 
	
    32750
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Texas, Inc. Bio-Medical Applications
    of Texas, Inc., ALBUQUERQUE BILLING GROUP, 909 VIRGINIA NE,
    SUITE 112, ALBUQUERQUE, NM, 87108
	
 
	
    ALBUQUERQUE BILLING GROUP
	
 
	
    909 VIRGINIA NE
	
 
	
    SUITE 112
	
 
	
    ALBUQUERQUE
	
 
	
    NM
	
 
	
 
	
    87108
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Texas, Inc. Bio-Medical Applications
    of Texas, Inc., LUBBOCK BILLING GROUP, 4747 SOUTH LOOP 289.,
    SUITE 120., LUBBOCK, TX, 79424
	
 
	
    LUBBOCK BILLING GROUP
	
 
	
    4747 SOUTH LOOP 289,
	
 
	
    SUITE 120
	
 
	
    LUBBOCK
	
 
	
    TX
	
 
	
 
	
    79424
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Texas, Inc. Bio-Medical Applications
    of Texas, Inc., NORTH TEXAS BILLING GROUP, 1485 RICHARDSON DRIVE
    #100, , RICHARDSON, TX, 75080
	
 
	
    NORTH TEXAS BILLING GROUP
	
 
	
    1485 RICHARDSON DRIVE #100
	
 
	
 
	
 
	
    RICHARDSON
	
 
	
    TX
	
 
	
 
	
    75080
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Texas, Inc. Bio-Medical Applications
    of Texas, Inc., SAN ANTONIO BILLING GROUP, 6100 BANDERA ROAD,
    SUITE 601, SAN ANTONIO, TX, 78238
	
 
	
    SAN ANTONIO BILLING GROUP
	
 
	
    6100 BANDERA ROAD
	
 
	
    SUITE 601
	
 
	
    SAN ANTONIO
	
 
	
    TX
	
 
	
 
	
    78238
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Texas, Inc. Bio-Medical Applications
    of Texas, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Texas, Inc. Bio-Medical Applications
    of Texas, Inc., WACO BILLING GROUP, UPTOWN PLAZA, 1110 RICHLAND
    DR., #3, WACO, TX, 76710
	
 
	
    WACO BILLING GROUP
	
 
	
    UPTOWN PLAZA
	
 
	
    1110 RICHLAND DR., #3
	
 
	
    WACO
	
 
	
    TX
	
 
	
 
	
    76710
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

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

    Bio-Medical Applications of the District of Columbia, Inc.,
    STEEL CITY BILLING GROUP, BMA PITTSBURGH, 190 BILMAR DR.,
    SUITE 375, PITTSBURGH, PA, 15205 
	
 
	
    STEEL CITY BILLING GROUP
	
 
	
    BMA PITTSBURGH
	
 
	
    190 BILMAR DR., SUITE 375
	
 
	
    PITTSBURGH
	
 
	
    PA
	
 
	
 
	
    15205
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Ukiah, Inc. Bio-Medical Applications
    of Ukiah, Inc., PACIFIC NW BILLING GROUP,
    4560 S. COACH DRIVE, SUITE 100, TUCSON, AZ, 85714
	
 
	
    PACIFIC NW BILLING GROUP
	
 
	
    4560 S. COACH DRIVE
	
 
	
    SUITE 100
	
 
	
    TUCSON
	
 
	
    AZ
	
 
	
 
	
    85714
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Virginia, Inc. Bio-Medical
    Applications of Virginia, Inc., ROANOKE BILLING GROUP, 2830
    KEAGY ROAD, , SALEM, VA, 24153
	
 
	
    ROANOKE BILLING GROUP
	
 
	
    2830 KEAGY ROAD
	
 
	
 
	
 
	
    SALEM
	
 
	
    VA
	
 
	
 
	
    24153
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of West Virginia, Inc.

    Bio-Medical Applications of West Virginia, Inc., ROANOKE BILLING
    GROUP, 2830 KEAGY ROAD, , SALEM, VA, 24153
	
 
	
    ROANOKE BILLING GROUP
	
 
	
    2830 KEAGY ROAD
	
 
	
 
	
 
	
    SALEM
	
 
	
    VA
	
 
	
 
	
    24153
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of West Virginia, Inc.,

    Bio-Medical Applications of West Virginia, Inc., KENTUCKY
    BILLING GROUP, 6100 DUTCHMANS LANE, 12TH FLOOR, LOUISVILLE, KY,
    40205
	
 
	
    KENTUCKY BILLING GROUP
	
 
	
    6100 DUTCHMANS LANE
	
 
	
    12TH FLOOR
	
 
	
    LOUISVILLE
	
 
	
    KY
	
 
	
 
	
    40205
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Wisconsin, Inc.

    Bio-Medical Applications of Wisconsin, Inc., UPPER MIDWEST
    BILLING GROUP, 9120 SPRINGBROOK DRIVE, , COON RAPIDS, MN, 55433
	
 
	
    UPPER MIDWEST BILLING GROUP
	
 
	
    9120 SPRINGBROOK DRIVE
	
 
	
 
	
 
	
    COON RAPIDS
	
 
	
    MN
	
 
	
 
	
    55433
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Bio-Medical Applications of Wisconsin, Inc.

    Bio-Medical Applications of Wisconsin, Inc., MICHIGAN BILLING
    GROUP, 3500 MASSILLON ROAD SUITE 230, , UNIONTOWN, OH, 44685
	
 
	
    MICHIGAN BILLING GROUP
	
 
	
    3500 MASSILLON ROAD SUITE 230
	
 
	
 
	
 
	
    UNIONTOWN
	
 
	
    OH
	
 
	
 
	
    44685
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    Brazoria Kidney Center, Inc.

    Brazoria Kidney Center, Inc., TYLER BILLING, 3910 BROOKSIDE
    DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Brevard County Dialysis, LLC

    Brevard County Dialysis, LLC, INDIANAPOLIS BILLING, 10585 NORTH
    MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Clayton County Dialysis, LLC

    Clayton County Dialysis, LLC, INDIANAPOLIS BILLING, 10585 NORTH
    MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Clermont Dialysis Center, LLC

    Clermont Dialysis Center, LLC, INDIANAPOLIS BILLING, 10585 NORTH
    MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	

Columbus Area Renal Alliance, LLC

Columbus Area Renal Alliance, LLC, CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070


	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	

Conejo Valley Dialysis, Inc.

Conejo Valley Dialysis, Inc., SOUTHERN CALIFORNIA BILLING GROUP, 1337 EAST THOUSAND OAKS BLVD, SUITE 216, THOUSAND OAKS, CA, 91362


	
 
	
    SOUTHERN CALIFORNIA BILLING GROUP
	
 
	
    1337 EAST THOUSAND OAKS BLVD
	
 
	
    SUITE 216
	
 
	
    THOUSAND OAKS
	
 
	
    CA
	
 
	
 
	
    91362
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Dialysis America Georgia, LLC

    Dialysis America Georgia, LLC, KNOXVILLE BILLING GROUP, BILLING
    GROUP, 1512 COLEMAN ROAD, SUITE 308, KNOXVILLE, TN, 37919
	
 
	
    KNOXVILLE BILLING GROUP
	
 
	
    BILLING GROUP
	
 
	
    1512 COLEMAN ROAD, SUITE 308
	
 
	
    KNOXVILLE
	
 
	
    TN
	
 
	
 
	
    37919
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

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

    Dialysis Associates of Northern New Jersey, L.L.C., ALLENTOWN
    BILLING GROUP, 861 MARCON BLVD SUITE 2, , ALLENTOWN, PA,
    18109
	
 
	
    ALLENTOWN BILLING GROUP
	
 
	
    861 MARCON BLVD SUITE 2
	
 
	
 
	
 
	
    ALLENTOWN
	
 
	
    PA
	
 
	
 
	
    18109
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Dialysis Associates, LLC

    Dialysis Associates, LLC, INDIANAPOLIS BILLING, 10585 NORTH
    MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Dialysis Centers of America — Illinois, Inc.

    Dialysis Centers of America — Illinois, Inc., CHICAGO
    BILLING GROUP, ONE WESTBROOK DRIVE, TOWER 1, SUITE 1000,
    WESTCHESTER, IL, 60154
	
 
	
    CHICAGO BILLING GROUP
	
 
	
    ONE WESTBROOK DRIVE
	
 
	
    TOWER 1, SUITE 1000
	
 
	
    WESTCHESTER
	
 
	
    IL
	
 
	
 
	
    60154
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Dialysis Centers of America — Illinois, Inc.

    Dialysis Centers of America — Illinois, Inc.,
    CLEVELAND BILLING, 25050 COUNTRY CLUB BOULEVARD, SUITE 250,
    NORTH OLMSTED, OH, 44070
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Dialysis Centers of America — Illinois, Inc.

    Dialysis Centers of America — Illinois, Inc.,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Dialysis Management Corporation

    Dialysis Management Corporation, TYLER BILLING, 3910 BROOKSIDE
    DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Dialysis Services of Cincinnati, Inc. 

    Dialysis Services of Cincinnati, Inc., NORTHERN OHIO BILLING
    GROUP, 3500 MASSILLON ROAD, SUITE 280, UNIONTOWN, OH, 44685
	
 
	
    NORTHERN OHIO BILLING GROUP
	
 
	
    3500 MASSILLON ROAD
	
 
	
    SUITE 280
	
 
	
    UNIONTOWN
	
 
	
    OH
	
 
	
 
	
    44685
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Dialysis Specialists of Topeka, Inc.

    Dialysis Specialists of Topeka, Inc., ARIZONA BILLING GROUP,
    2917 S. DOBSON, SUITE 101, MESA, AZ, 85202
	
 
	
    ARIZONA BILLING GROUP
	
 
	
    2917 S.  DOBSON
	
 
	
    SUITE 101
	
 
	
    MESA
	
 
	
    AZ
	
 
	
 
	
    85202
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    Dialysis Specialists of Tulsa, Inc.

    Dialysis Specialists of Tulsa, Inc., LUBBOCK BILLING GROUP, 4747
    SOUTH LOOP 289,, SUITE 120,, LUBBOCK, TX, 79424
	
 
	
    LUBBOCK BILLING GROUP
	
 
	
    4747 SOUTH LOOP 289,
	
 
	
    SUITE 120
	
 
	
    LUBBOCK
	
 
	
    TX
	
 
	
 
	
    79424
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Douglas County Dialysis, LLC

    Douglas County Dialysis, LLC, INDIANAPOLIS BILLING, 10585 NORTH
    MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Du Page Dialysis, Ltd.

    Du Page Dialysis, Ltd., CHICAGO BILLING GROUP, ONE
    WESTBROOK DRIVE, TOWER 1, SUITE 1000, WESTCHESTER, IL, 60154
	
 
	
    CHICAGO BILLING GROUP
	
 
	
    ONE WESTBROOK DRIVE
	
 
	
    TOWER 1, SUITE 1000
	
 
	
    WESTCHESTER
	
 
	
    IL
	
 
	
 
	
    60154
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Everest Healthcare Indiana, Inc.

    Everest Healthcare Indiana, Inc., KENTUCKY BILLING GROUP, 6100
    DUTCHMANS LANE, 12TH FLOOR, LOUISVILLE, KY, 40205
	
 
	
    KENTUCKY BILLING GROUP
	
 
	
    6100 DUTCHMANS LANE
	
 
	
    12TH FLOOR
	
 
	
    LOUISVILLE
	
 
	
    KY
	
 
	
 
	
    40205
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Everest Healthcare Indiana, Inc.

    Everest Healthcare Indiana, Inc., NORTHERN OHIO BILLING GROUP,
    3500 MASSILLON ROAD, SUITE 280, UNIONTOWN, OH, 44685
	
 
	
    NORTHERN OHIO BILLING GROUP
	
 
	
    3500 MASSILLON ROAD
	
 
	
    SUITE 280
	
 
	
    UNIONTOWN
	
 
	
    OH
	
 
	
 
	
    44685
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Everest Healthcare Indiana, Inc.

    Everest Healthcare Indiana, Inc., MICHIGAN BILLING GROUP, 3500
    MASSILLON ROAD SUITE 230, , UNIONTOWN, OH, 44685
	
 
	
    MICHIGAN BILLING GROUP
	
 
	
    3500 MASSILLON ROAD SUITE 230
	
 
	
 
	
 
	
    UNIONTOWN
	
 
	
    OH
	
 
	
 
	
    44685
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Everest Healthcare Ohio, Inc.

    Everest Healthcare Ohio, Inc., NORTHERN OHIO BILLING GROUP, 3500
    MASSILLON ROAD, SUITE 280, UNIONTOWN, OH, 44685
	
 
	
    NORTHERN OHIO BILLING GROUP
	
 
	
    3500 MASSILLON ROAD
	
 
	
    SUITE 280
	
 
	
    UNIONTOWN
	
 
	
    OH
	
 
	
 
	
    44685
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Everest Healthcare Rhode Island, Inc. 

    Everest Healthcare Rhode Island, Inc., NEW BEDFORD BILLING
    GROUP, 700 PLEASANT STREET, , NEW BEDFORD, MA, 2740
	
 
	
    NEW BEDFORD BILLING GROUP
	
 
	
    700 PLEASANT STREET
	
 
	
 
	
 
	
    NEW BEDFORD
	
 
	
    MA
	
 
	
 
	
    02740
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Everest Healthcare Texas, L.P.

    Everest Healthcare Texas, L.P., WACO BILLING GROUP, UPTOWN
    PLAZA, 1110 RICHLAND DR., #3, WACO, TX, 76710
	
 
	
    WACO BILLING GROUP
	
 
	
    UPTOWN PLAZA
	
 
	
    1110 RICHLAND DR., #3
	
 
	
    WACO
	
 
	
    TX
	
 
	
 
	
    76710
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Fondren Dialysis Clinic, Inc.

    Fondren Dialysis Clinic, Inc., TYLER BILLING, 3910 BROOKSIDE
    DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Fort Scott Regional Dialysis Center, Inc.

    Fort Scott Regional Dialysis Center, Inc., TYLER BILLING,
    3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Four State Regional Dialysis Center, Inc.

    Four State Regional Dialysis Center, Inc., TYLER BILLING, 3910
    BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Fresenius Medical Care Dialysis Services — Oregon,
    LLC

    Fresenius Medical Care Dialysis Services — Oregon,
    LLC, PACIFIC NW BILLING GROUP, 4560 S. COACH DRIVE,
    SUITE 100, TUCSON, AZ, 85714
	
 
	
    PACIFIC NW BILLING GROUP
	
 
	
    4560 S. COACH DRIVE
	
 
	
    SUITE 100
	
 
	
    TUCSON
	
 
	
    AZ
	
 
	
 
	
    85714
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Fresenius Medical Care Dialysis Services Colorado LLC

    Fresenius Medical Care Dialysis Services Colorado LLC,
    ALBUQUERQUE BILLING GROUP, 909 VIRGINIA NE, SUITE 112,
    ALBUQUERQUE, NM, 87108
	
 
	
    ALBUQUERQUE

    BILLING GROUP
	
 
	
    909 VIRGINIA NE
	
 
	
    SUITE 112
	
 
	
    ALBUQUERQUE
	
 
	
    NM
	
 
	
 
	
    87108
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Gulf Region Mobile Dialysis, Inc.

    Gulf Region Mobile Dialysis, Inc., SAN ANTONIO BILLING GROUP,
    6100 BANDERA ROAD, SUITE 601, SAN ANTONIO, TX, 78238
	
 
	
    SAN ANTONIO BILLING GROUP
	
 
	
    6100 BANDERA ROAD
	
 
	
    SUITE 601
	
 
	
    SAN ANTONIO
	
 
	
    TX
	
 
	
 
	
    78238
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    Haemo-Stat, Inc.

    Haemo-Stat, Inc., SOUTHERN CALIFORNIA BILLING GROUP, 1337 EAST
    THOUSAND OAKS BLVD, SUITE 216, THOUSAND OAKS, CA, 91362
	
 
	
    SOUTHERN CALIFORNIA BILLING GROUP
	
 
	
    1337 EAST THOUSAND OAKS BLVD
	
 
	
    SUITE 216
	
 
	
    THOUSAND OAKS
	
 
	
    CA
	
 
	
 
	
    91362
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Henry Dialysis Center, LLC

    Henry Dialysis Center, LLC, INDIANAPOLIS BILLING, 10585 NORTH
    MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Holton Dialysis Clinic, LLC

    Holton Dialysis Clinic, LLC, INDIANAPOLIS BILLING, 10585 NORTH
    MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Home Dialysis of Muhlenburg County, Inc.

    Home Dialysis of Muhlenburg County, Inc., KENTUCKY BILLING
    GROUP, 6100 DUTCHMANS LANE, 12TH FLOOR, LOUISVILLE, KY, 40205
	
 
	
    KENTUCKY BILLING GROUP
	
 
	
    6100 DUTCHMANS LANE
	
 
	
    12TH FLOOR
	
 
	
    LOUISVILLE
	
 
	
    KY
	
 
	
 
	
    40205
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Jefferson County Dialysis, Inc.

    Jefferson County Dialysis, Inc., TYLER BILLING, 3910 BROOKSIDE
    DRIVE,

    SUITE 100, TYLER, TX, 75701
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    KDCO, Inc.

    KDCO, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE, SUITE 100,
    TYLER,

    TX, 75701
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Kentucky Renal Care Group, LLC Kentucky Renal Care Group, LLC,
    INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Lawton Dialysis, Inc.

    Lawton Dialysis, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100,  TYLER, TX, 75701
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Little Rock Dialysis, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Little Rock Dialysis, Inc., TYLER BILLING, 3910 BROOKSIDE
    DRIVE,

    SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Maumee Dialysis Services, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Maumee Dialysis Services, LLC, INDIANAPOLIS BILLING,

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Miami Regional Dialysis Center, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Miami Regional Dialysis Center, Inc., TYLER BILLING,

    3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Michigan Home Dialysis Center, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Michigan Home Dialysis Center, Inc., INDIANAPOLIS BILLING,

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc. 
	
 
	
    CHICAGO BILLING GROUP
	
 
	
    ONE WESTBROOK DRIVE
	
 
	
    TOWER 1. SUITE 1000
	
 
	
    WESTCHESTER
	
 
	
    IL
	
 
	
 
	
    60154
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc., CHICAGO BILLING GROUP,

    ONE WESTBROOK DRIVE, TOWER 1, SUITE 1000, WESTCHESTER. IL.
    60154
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc. 
	
 
	
    MICHIGAN BILLING GROUP
	
 
	
    3500 MASSILLON ROAD
	
 
	
    SUITE 230
	
 
	
    UNIONTOWN
	
 
	
    OH
	
 
	
 
	
    44685
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc., MICHIGAN BILLING GROUP,

    3500 MASSILLON ROAD, SUITE 230, UNIONTOWN, OH. 44685
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    National Medical Care, Inc. 
	
 
	
    KNOXVILLE BILLING GROUP
	
 
	
    BILLING GROUP
	
 
	
    1512 COLEMAN ROAD, SUITE 308
	
 
	
    KNOXVILLE
	
 
	
    TN
	
 
	
 
	
    37919
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc., KNOXVILLE BILLING GROUP,

    BILLING GROUP, 1512 COLEMAN ROAD, SUITE 308, KNOXVILLE. TN.
    37919
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc. 
	
 
	
    OCALA BILLING GROUP
	
 
	
    BMA OCALA, INC.
	
 
	
    1308 SE 25TH LOOP, SUITE 102
	
 
	
    OCALA
	
 
	
    FL
	
 
	
 
	
    34471
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc., OCALA BILLING GROUP, BMA OCALA,
    INC., 1308 SE 25TH LOOP, SUITE 102. OCALA. FL. 34471
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care. Inc. 
	
 
	
    ORLANDO BILLING GROUP
	
 
	
    BMA ORLANDO, INC.
	
 
	
    1155 W STATE ROAD 434, SUITE 125
	
 
	
    LONGWOOD
	
 
	
    FL
	
 
	
 
	
    32750
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc., ORLANDO BILLING GROUP, BMA ORLANDO,
    INC., 1155W STATE ROAD 434. SUITE 125. LONGWOOD. FL. 32750
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc. 
	
 
	
    ALLENTOWN BILLING GROUP
	
 
	
    861 MARCON BLVD SUITE 2
	
 
	
 
	
 
	
    ALLENTOWN
	
 
	
    PA
	
 
	
 
	
    18109
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc.. ALLENTOWN BILLING GROUP, 861 MARCON
    BLVD SUITE 2, , ALLENTOWN. PA. 18109
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care. Inc. 
	
 
	
    TAMPA BILLING GROUP
	
 
	
    BMA TAMPA INC.
	
 
	
    5625 WEST WATERS AVENUE, SUITE
	
 
	
    TAMPA
	
 
	
    FL
	
 
	
 
	
    33634
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Medical Care, Inc., TAMPA BILLING GROUP, BMA TAMPA
    INC., 5625 WEST WATERS AVENUE, SUITE A, TAMPA, FL, 33634
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Nephrology Associates of Texas, L.P. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    National Nephrology Associates of Texas, L.P., TYLER BILLING,
    3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Alabama, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Alabama, Inc., INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN
    STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of East Orange, L.L.C. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of East Orange, L.L.C., CLEVELAND BILLING, 25050 COUNTRY CLUB
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Florida, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Florida, LLC, INDIANAPOLIS BILLING,

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Georgia, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Georgia, Inc., INDIANAPOLIS BILLING,

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Harrison, L.L.C. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Harrison, L.L.C., CLEVELAND BILLING, 25050 COUNTRY CLUB
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Louisiana, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Louisiana, LLC, INDIANAPOLIS BILLING,

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Oklahoma, L.L.C. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    NNA of Oklahoma, L.L.C., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Rhode Island, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Rhode Island, Inc., CLEVELAND BILLING, 25050 COUNTRY CLUB
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    BOULEVARD. SUITE 250, NORTH OLMSTED, OH, 44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Toledo, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA of Toledo, Inc., INDIANAPOLIS BILLING,

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA-Saint Barnabas, L.L.C. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA-Saint Barnabas, L.L.C., CLEVELAND BILLING,

    25050 COUNTRY CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH,
    44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA-Saint Barnabas-Livingston, L.L.C. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NNA-Saint Bamabas-Livingston, LLC., CLEVELAND BILLING,

    25050 COUNTRY CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH,
    44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Norcross Dialysis Center, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Norcross Dialysis Center, LLC, INDIANAPOLIS BILLING,

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NORMAN NEPHROLOGY, P.L.L.C. 
	
 
	
    LUBBOCK BILLING GROUP
	
 
	
    4747 SOUTH LOOP 289,
	
 
	
    SUITE 120,
	
 
	
    LUBBOCK
	
 
	
    TX
	
 
	
 
	
    79424
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    NORMAN NEPHROLOGY, P.L.L.C, LUBBOCK BILLING GROUP, 4747 SOUTH
    LOOP 289,. SUITE 120,. LUBBOCK, TX, 79424
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Northeast Alabama Kidney Clinic, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Northeast Alabama Kidney Clinic, Inc., INDIANAPOLIS BILLING,

    10585 NORTH MERIDIAN STREET. SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Northern New Jersey Dialysis, LLC
	
 
	
    ALLENTOWN BILLING GROUP
	
 
	
    861 MARCON BLVD SUITE 2
	
 
	
 
	
 
	
    ALLENTOWN
	
 
	
    PA
	
 
	
 
	
    18109
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Northern New Jersey Dialysis. LLC, ALLENTOWN BILLING GROUP, 

    861 MARCON BLVD SUITE 2, . ALLENTOWN, PA, 18109
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Physicians Dialysis Company, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Physicians Dialysis Company, Inc., CLEVELAND BILLING, 

    25050 COUNTRY CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH,
    44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Bloomington, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Bloomington, LLC, INDIANAPOLIS BILLING, 

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG East Texas, LLP
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG East Texas, LLP. TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Indiana, L.L.C. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Indiana, L.L.C. INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN
    STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Irving. LLP
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    RCG Irving. LLP. TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Martin, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Martin, LLC, INDIANAPOLIS BILLING, 

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Memphis East, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Memphis East, LLC. INDIANAPOLIS BILLING, 

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Mississippi, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Mississippi, Inc., INDIANAPOLIS BILLING, 

    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Mississippi., Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Mississippi, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG Mississippi, Inc. 
	
 
	
    MESA BILLING
	
 
	
    1750 SOUTH MESA DRIVE
	
 
	
    SUITE 110
	
 
	
    MESA
	
 
	
    AZ
	
 
	
 
	
    85210
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    RCG Mississippi, Inc., MESA BILLING, 1750 SOUTH MESA DRIVE,
    SUITE 110, MESA, AZ, 85210


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG University Division, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG University Division, Inc., CLEVELAND BILLING, 25050 COUNTRY
    CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    RCG University Division, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group Alaska, Inc. 
	
 
	
    MESA BILLING
	
 
	
    1750 SOUTH MESA DRIVE
	
 
	
    SUITE 110
	
 
	
    MESA
	
 
	
    AZ
	
 
	
 
	
    85210
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group Alaska, Inc., MESA BILLING, 1750 SOUTH MESA
    DRIVE, SUITE 110,MESA, AZ, 85210
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group East, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group East, Inc., CLEVELAND BILLING, 25050 COUNTRY
    CLUB
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group Northwest, Inc. 
	
 
	
    MESA BILLING
	
 
	
    1750 SOUTH MESA DRIVE
	
 
	
    SUITE 110
	
 
	
    MESA
	
 
	
    AZ
	
 
	
 
	
    85210
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group Northwest, Inc., MESA BILLING, 1750 SOUTH MESA
    DRIVE, SUITE 110,
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
     MESA, AZ, 85210
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group of the Midwest, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group of the Midwest, Inc., TYLER BILLING, 3910
    BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group of the Ozarks, LLC
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group of the Ozarks, LLC, TYLER BILLING,
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group of the South, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    Renal Care Group of the South. Inc, INDIANAPOLIS BILLING, 10585
    NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group of the Southeast, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group of the Southeast, Inc., INDIANAPOLIS BILLING,
    10585 NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN,
    46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group South New Mexico, LLC
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group South New Mexico, LLC, TYLER BILLING, 3910
    BROOKSIDE DRIVE, SUITE 100, TYLER, TX. 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group Southwest, L.P. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group Southwest, L.P., TYLER BILLING, 3910 BROOKSIDE
    DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group Texas, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group Texas, Inc., TYLER BILLING, 3910 BROOKSIDE
    DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group Westlake, LLC
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group Westlake, LLC, CLEVELAND BILLING, 25050 COUNTRY
    CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renal Care Group, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Bridgeton, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Bridgeton, Inc., TYLER BILLING, 3910
    BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Creve Coeur, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Creve Coeur, Inc., TYLER BILLING. 3910
    BROOKSIDE DRIVE. SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Doylestown, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Doylestown, Inc., CLEVELAND BILLING,
    25050 COUNTRY CLUB BOULEVARD, SUITE 250. NORTH OLMSTED, OH,
    44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Maplewood, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Maplewood, Inc., TYLER BILLING. 3910
    BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Orange, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Orange, Inc., CLEVELAND BILLING, 25050
    COUNTRY CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Perm Hills, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Penn Hills, Inc., CLEVELAND BILLING,
    25050 COUNTRY CLUB BOULEVARD, SUITE 250. NORTH OLMSTED, OH,
    44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Philadelphia, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Philadelphia, Inc., CLEVELAND BILLING,
    25050 COUNTRY CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH,
    44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    Renex Dialysis Clinic of Pittsburgh, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Pittsburgh, Inc., CLEVELAND BILLING,
    25050 COUNTRY CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH,
    44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Shaler, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Shaler, Inc., CLEVELAND BILLING, 25050
    COUNTRY CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH, 44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of South Georgia, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of South Georgia, Inc., INDIANAPOLIS
    BILLING, 10585 NORTH MERIDIAN STREET, SUITE 160,
    INDIANAPOLIS, IN, 46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of St. Louis, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of St. Louis, Inc., TYLER BILLING,
    3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Union, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Union, Inc., TYLER BILLING, 3910
    BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of University City, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of University City, Inc., TYLER BILLING,
    3910 BROOKSIDE DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Diarysis Clinic of Woodbury, Inc. 
	
 
	
    CLEVELAND BILLING
	
 
	
    25050 COUNTRY CLUB BOULEVARD
	
 
	
    SUITE 250
	
 
	
    NORTH OLMSTED
	
 
	
    OH
	
 
	
 
	
    44070
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Clinic of Woodbury, Inc., CLEVELAND BILLING,
    25050 COUNTRY CLUB BOULEVARD, SUITE 250, NORTH OLMSTED, OH,
    44070
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Facilities, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Facilities, Inc., TYLER BILLING, 3910 BROOKSIDE
    DRIVE, SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Facilities, Inc. 
	
 
	
    MESA BILLING
	
 
	
    1750 SOUTH MESA DRIVE
	
 
	
    SUITE 110
	
 
	
    MESA
	
 
	
    AZ
	
 
	
 
	
    85210
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Renex Dialysis Facilities, Inc., MESA BILLING, 1750 SOUTH MESA
    DRIVE, SUITE 110, MESA, AZ, 85210
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    San Diego Dialysis Services, Inc. 
	
 
	
    SAN DIEGO BILLING GROUP
	
 
	
    2917 S. DOBSON
	
 
	
    SUITE 101
	
 
	
    MESA
	
 
	
    AZ
	
 
	
 
	
    85202
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    San Diego Dialysis Services, Inc., SAN DIEGO BILLING GROUP,
    2917 S. DOBSON, SUITE 101, MESA, AZ, 85202
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Santa Barbara Community Dialysis Center, Inc. 
	
 
	
    SOUTHERN CALIFORNIA BILLING GROUP
	
 
	
    1337 EAST THOUSAND OAKS BLVD
	
 
	
    SUITE 216
	
 
	
    THOUSAND OAKS
	
 
	
    CA
	
 
	
 
	
    91362
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Santa Barbara Community Dialysis Center, Inc., SOUTHERN
    CALIFORNIA BILLING GROUP. 1337 EAST THOUSAND OAKS BLVD,
    SUITE 216, THOUSAND OAKS, CA, 91362
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Smyrna Dialysis Center, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Smyrna Dialysis Center, LLC, INDIANAPOLIS BILLING, 10585 NORTH
    MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    SSKG, Inc. 
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    SSKG, Inc., INDIANAPOLIS BILLING, 10585 NORTH MERIDIAN STREET,
    SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 



















 





 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Billing

    
	
 
	
    Billing

    
	
 

	
    Location of Records-Exhibit I-Fresenius Medical Services

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Group

    
	
 
	
    Group

    
	
 

	

    2008 Transferring Affiliates


	
 
	

    FMS Billing Group


	
 
	

    Billing Group Address


	
 
	

    Billing Group Address 2


	
 
	

    Billing Group City


	
 
	
    State
	
 
	
    Zip
	
 

	 

	
    STAT Dialysis Corporation
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    STAT Dialysis Corporation, TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Stone Mountain Dialysis Center, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Stone Mountain Dialysis Center, LLC, INDIANAPOLIS BILLING, 10585
    NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Stuttgart Dialysis, LLC
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Stuttgart Dialysis, LLC, TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Terrell Dialysis Center, LLC
	
 
	
    WACO BILLING GROUP
	
 
	
    UPTOWN PLAZA
	
 
	
    1110 RICHLAND DR., #3
	
 
	
    WACO
	
 
	
    TX
	
 
	
 
	
    76710
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Terrell Dialysis Center, LLC, WACO BILLING GROUP, UPTOWN PLAZA,
    1110 RICHLAND DR., #3, WACO, TX, 76710
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Three Rivers Dialysis Services, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Three Rivers Dialysis Services, LLC, INDIANAPOLIS BILLING, 10585
    NORTH MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    West Palm Dialysis, LLC
	
 
	
    INDIANAPOLIS BILLING
	
 
	
    10585 NORTH MERIDIAN STREET
	
 
	
    SUITE 160
	
 
	
    INDIANAPOLIS
	
 
	
    IN
	
 
	
 
	
    46290
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    West Palm Dialysis, LLC, INDIANAPOLIS BILLING, 10585 NORTH
    MERIDIAN STREET, SUITE 160, INDIANAPOLIS, IN, 46290
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Wharton Dialysis, Inc. 
	
 
	
    TYLER BILLING
	
 
	
    3910 BROOKSIDE DRIVE
	
 
	
    SUITE 100
	
 
	
    TYLER
	
 
	
    TX
	
 
	
 
	
    75701
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Wharton Dialysis, Inc., TYLER BILLING, 3910 BROOKSIDE DRIVE,
    SUITE 100, TYLER, TX, 75701
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    WSKC Dialysis Services, Inc. 
	
 
	
    CHICAGO BILLING GROUP
	
 
	
    ONE WESTBROOK DRIVE
	
 
	
    TOWER 1, SUITE 1000
	
 
	
    WESTCHESTER
	
 
	
    IL
	
 
	
 
	
    60154
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    WSKC Dialysis Services, Inc., CHICAGO BILLING GROUP, ONE
    WESTBROOK DRIVE, TOWER 1, SUITE 1000, WESTCHESTER, IL,
    60154
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 



















 







    EXHIBIT H



 




    to



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT



 




    LIST OF
    SELLER’S SUBSIDIARIES,



 




    DIVISIONS
    AND TRADENAMES



 




    SECTION 3.l(k)



 



    3.1(k)(ii) Seller’s subsidiaries and divisions:



 



    Wholly owned:




 



    Bio-Medical Applications Management Company, Inc.

    Bio-Medical Applications of Illinois, Inc.

    Dialysis America Alabama, LLC

    Fresenius Medical Care Dialysis Services — Oregon,
    LLC

    Fresenius Medical Care Ventures Holding Company, Inc.

    Fresenius Medical Care of Illinois, LLC

    Haemo-Stat, Inc.

    Home Intensive Care, Inc.

    Lifechem, Inc.

    NMC A, LLC

    NMC Funding Corporation

    NMC Homecare, Inc.

    NMC Services, Inc.

    Neomedica, Inc.

    QCI Holdings, Inc.

    Renal Scientific Service of Texas, Inc.

    Spectra Renal Research, LLC

    U.S. Vascular Access Holdings, LLC



 



    Partially owned (other member is another wholly owned entity):



 



    NMC-RRI Partnership (99%)

    QualiCenters Eugene-Springfield, Ltd. (49%)

    QualiCenters Inland Northwest L.L.C. (30%)

    QualiCenters Louisville LLC (20%)

    QualiCenters Salem LLC (40%)

    QualiCenters Sioux City, LLC (49%)



 





    3.1(k)(iii) Tradename: Fresenius Medical Care North America













 







    EXHIBIT I

    



 




    to

    



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT

    



 




    FORM OF
    TRANSFERRING AFFILIATE LETTER













 







    EXECUTION
    COPY



 




    AMENDED
    AND RESTATED TRANSFERRING AFFILIATE LETTER



 




    Dated as of
    October 16, 2008
    




    NATIONAL MEDICAL CARE, INC.




    920 Winter Street




    Waltham, MA 02451




    Attention: Mark Fawcett



 



    Dear Sirs:



 



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



 



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



 



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



 



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



 



    2. Each Transferring Affiliate hereby severally agrees as
    follows:



 



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













 






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



 



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



 



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



 



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



 



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



 



    4. Each Transferring Affiliate hereby authorizes the Seller
    and its assigns, to the extent permitted by applicable law, to
    take any and all steps in such Transferring Affiliate’s
    name and on behalf of such Transferring Affiliate to collect all
    amounts due under such Receivables and Related Security,
    including, without limitation, endorsing such Transferring
    Affiliate’s name on checks and other instruments
    representing collections and enforcing such Receivables and
    Related Security and the related Contracts; provided, however,
    neither that the Seller nor any of its assigns shall have the
    power or authority to direct Obligors of Receivables or Related
    Security payable under the CHAMPUS/VA, Medicare or Medicaid
    program to make payments of amounts due or to become due to such
    Transferring Affiliate in respect of such Receivables or Related
    Security directly either to the Intermediate Concentration
    Account or the Concentration Account or to the Seller, the
    Seller’s assigns or any of their respective designees,
    except for any such payment in respect of such Receivables or
    Related Security or any assignment thereof that is established
    by, or made pursuant to, the order of a court of competent
    jurisdiction.



 



    5. Each Transferring Affiliate agrees that from time to time, to
    the extent permitted by applicable law, it will promptly execute
    and deliver all further instruments and documents, and take all
    further action that the Seller or its assigns may reasonably
    request in order to perfect, protect or more fully evidence the
    ownership interest of the Seller in the Receivables, Related
    Security and Collections, and any interest therein acquired by
    any assignee of the Seller, or to enable the Seller or its
    assigns to exercise or enforce any of their respective rights
    hereunder or under the Agreement or the Certificate. Without
    limiting the generality of the foregoing, each Transferring
    Affiliate will, upon the request of the Seller or its assigns:
    (i) execute and file such financing or continuation
    statements, or




    

    2








 






    amendments thereto or assignments thereof, and such other
    instruments or notices, as may be necessary or appropriate in
    order to perfect, protect or evidence the ownership interest of
    the Seller or the interest of any assignee thereof;
    (ii) mark conspicuously each of its records evidencing each
    Receivable and Related Security and the related Contract with a
    legend, acceptable to the Seller and its assigns, evidencing
    that such Receivable and Related Security have been sold in
    accordance with this Transferring Affiliate Letter, the
    Agreement or any document, instrument or agreement made in favor
    of any assignee; and (iii) mark its master data processing
    records evidencing such Receivables and Related Security and
    related Contracts with such legend. Each Transferring Affiliate
    hereby authorizes the Seller to file one or more financing or
    continuation statements, and amendments thereto and assignments
    thereof, relative to the Receivables and Related Security sold
    by it to the Seller or any assignee now existing or hereafter
    arising without the signature of such Transferring Affiliate
    where permitted by law. If any Transferring Affiliate fails to
    perform any of its agreements or obligations under this Letter,
    the Seller or any of its assigns may (but shall not be required
    to) itself perform, or cause performance of, such agreement or
    obligation, and the expenses of the Seller or any of its assigns
    incurred in connection therewith shall be payable by such
    Transferring Affiliate.



 



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



 



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



 



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



 



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



 



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



 



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



 



    (f) Each Investor Report (to the extent that information
    contained therein is supplied by such Transferring Affiliate),
    information, exhibit, financial statement, document, book,
    record or report furnished or to be furnished at any time by
    such Transferring Affiliate to the Seller or any of its assigns
    in connection the Agreement is or will be accurate in all
    material respects as of its date or (except as otherwise
    disclosed to the Seller or the applicable assignee, as the case
    may be, at such time) as of the date so furnished, and no such
    document (if not prepared by or under the direction of such
    Transferring Affiliate or to the extent that the




    

    3








 






    information contained therein is not supplied by such
    Transferring Affiliate, to the best of such Transferring
    Affiliate’s knowledge) contains or will contain any untrue
    statement of a material fact or omits or will omit to state a
    material fact necessary in order to make the statements
    contained therein, in the light of the circumstances under which
    they were made, not misleading.



 



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



 



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



 



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



 



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



 



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



 



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



 



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




    

    4








 






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



 



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



 



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



 



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



 



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



 



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




    

    5








 









    [Remainder
    of page intentionally left blank]
    



 



    

    6








 






    Very truly yours,



 








    ANGLETON DIALYSIS, INC.

    ARIZONA RENAL INVESTMENTS, LLC




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    BIO-MEDICAL APPLICATIONS OF SAN GERMAN, INC.









    BIO-MEDICAL APPLICATIONS OF SAN JUAN, INC.









    BIO-MEDICAL APPLICATIONS OF SOUTH CAROLINA, INC.









    BIO-MEDICAL APPLICATIONS OF SOUTH QUEENS, INC.









    BIO-MEDICAL APPLICATIONS OF SOUTHEAST WASHINGTON, INC.









    BIO-MEDICAL APPLICATIONS OF TENNESSEE, INC.









    BIO-MEDICAL APPLICATIONS OF TEXAS, INC.









    BIO-MEDICAL APPLICATIONS OF THE DISTRICT OF COLUMBIA, INC.









    BIO-MEDICAL APPLICATIONS OF TRENTON, INC.









    BIO-MEDICAL APPLICATIONS OF UKIAH, INC.









    BIO-MEDICAL APPLICATIONS OF VIRGINIA, INC.









    BIO-MEDICAL APPLICATIONS OF WEST VIRGINIA, INC.









    BIO-MEDICAL APPLICATIONS OF WISCONSIN









    BIO-MEDICAL APPLICATIONS OF WOONSOCKET, INC.









    BRAZORIA KIDNEY CENTER, INC.









    BREVARD COUNTY DIALYSIS, LLC









    CARTERSVILLE DIALYSIS CENTER, LLC









    CLAYTON COUNTY DIALYSIS, LLC









    CLERMONT DIALYSIS CENTER, LLC









    COBB COUNTY DIALYSIS, LLC









    COLUMBUS AREA RENAL ALLIANCE, LLC









    CON MED SUPPLY COMPANY, INC.









    CONEJO VALLEY DIALYSIS, INC.









    COVINGTON DIALYSIS CENTER, LLC









    DIABETES CARE GROUP, INC.









    DIALYSIS AMERICA ALABAMA, LLC









    DIALYSIS AMERICA GEORGIA, LLC









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









    DIALYSIS ASSOCIATES, LLC









    DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.









    DIALYSIS LICENSING CORP.









    DIALYSIS MANAGEMENT CORPORATION









    DIALYSIS SERVICES OF ATLANTA, INC.









    DIALYSIS SERVICES OF CINCINNATI, INC.









    DIALYSIS SERVICES, INC.









    DIALYSIS SPECIALISTS OF TOPEKA, INC.









    DIALYSIS SPECIALISTS OF TULSA, INC.









    DOUGLAS COUNTY DIALYSIS, LLC









    DOYLESTOWN ACUTE RENAL SERVICES, L.L.C.









    DU PAGE DIALYSIS, LTD.









    EVEREST HEALTHCARE HOLDINGS, INC.









    EVEREST HEALTHCARE INDIANA, INC.









    EVEREST HEALTHCARE OHIO, INC.




    

    8








 











    EVEREST HEALTHCARE RHODE ISLAND, INC.









    EVEREST HEALTHCARE TEXAS HOLDING CORP









    EVEREST HEALTHCARE TEXAS, LP









    EVEREST MANAGEMENT, INC.









    FRESENIUS MEDICAL CARE DIALYSIS SERVICES









    COLORADO LLC (F/K/A BIO MEDICAL APPLICATIONS OF COLORADO, INC.)









    FRESENIUS MEDICAL CARE DIALYSIS SERVICES OREGON, LLC









    FMC DIALYSIS SERVICES-OREGON, LLC

    (F/K/A WILLAMETTE VALLEY KIDNEY CENTER, LLC)









    FMS NEW YORK, INC.









    FONDREN DIALYSIS CLINIC, INC.









    FORT SCOTT REGIONAL DIALYSIS CENTER, INC.









    FOUR STATE REGIONAL DIALYSIS CENTER, INC.









    FRESENIUS MANAGEMENT SERVICES, INC.









    FRESENIUS USA HOME DIALYSIS, INC.









    FRESENIUS USA MARKETING, INC.









    FRESENIUS USA SALES, INC.









    FRESENIUS USA, INC.









    GULF REGION MOBILE DIALYSIS, INC.









    HAEMO STAT, INC.









    HENRY DIALYSIS CENTER, LLC









    HOLTON DIALYSIS CLINIC, LLC









    HOME DIALYSIS OF AMERICA, INC.









    HOME DIALYSIS OF MUHLENBERG COUNTY, INC.









    HOME INTENSIVE CARE, INC.









    JEFFERSON COUNTY DIALYSIS, INC.









    KDCO, INC.









    KENTUCKY RENAL CARE GROUP, LLC









    LAWTON DIALYSIS, INC.









    LITTLE ROCK DIALYSIS, INC.









    MAUMEE DIALYSIS SERVICES, LLC









    MERCY DIALYSIS CENTER, INC.









    MIAMI REGIONAL DIALYSIS CENTER, INC.









    MICHIGAN HOME DIALYSIS CENTER, INC.









    NAPLES DIALYSIS CENTER, LLC









    NATIONAL MEDICAL CARE, INC.









    NATIONAL NEPHROLOGY ASSOCIATES









    MANAGEMENT COMPANY OF TEXAS, INC.









    NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.









    NEOMEDICA, INC









    NNA MANAGEMENT COMPANY OF KENTUCKY, INC.









    NNA MANAGEMENT COMPANY OF LOUISIANA, INC.









    NNA OF ALABAMA, INC.









    NNA OF EAST ORANGE, L.L.C.









    NNA OF FLORIDA, LLC









    NNA OF GEORGIA, INC.









    NNA OF HARRISON, L.L.C.









    NNA OF LOUISIANA, LLC









    NNA OF MEMPHIS, LLC









    NNA OF NEVADA, INC.









    NNA OF NEWARK, L.L.C.









    NNA OF OKLAHOMA, INC.









    NNA OF OKLAHOMA, L.L.C.









    NNA OF RHODE ISLAND, INC.









    NNA OF TOLEDO, INC.









    NNA PROPERTIES OF TENNESSEE, INC.









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









    NNA-SAINT BARNABAS, L.L.C.




    

    9








 











    NNA TRANSPORTATION SERVICES CORPORATION









    NORCROSS DIALYSIS CENTER, LLC









    NORTH BUCKNER DIALYSIS CENTER, INC.









    NORTHEAST ALABAMA KIDNEY CLINIC, INC.









    NORTHERN NEW JERSEY DIALYSIS, L.L.C.









    NORTHWEST DIALYSIS, INC.









    PHYSICIANS DIALYSIS COMPANY, INC.









    PRIME MEDICAL, INC.









    QUALICENTERS, INC.









    RCG ARLINGTON HEIGHTS, LLC









    RCG BLOOMINGTON, LLC









    RCG CREDIT CORPORATION









    RCG EAST TEXAS, LLP









    RCG FINANCE, INC.









    RCG INDIANA, L.L.C.









    RCG IRVING, LLP









    RCG MARION, LLC









    RCG MARTIN, LLC









    RCG MEMPHIS EAST, LLC









    RCG MEMPHIS, LLC









    RCG MISSISSIPPI, INC.









    RCG PA MERGER CORP.









    RCG UNIVERSITY DIVISION, INC.









    RCG WEST HEALTH SUPPLY, L.C.









    RCG WHITEHAVEN, LLC









    RCG/SAINT LUKE’S, LLC









    RCGIH, INC.









    RENAL CARE GROUP ALASKA, INC.









    RENAL CARE GROUP CENTRAL MEMPHIS, LLC









    RENAL CARE GROUP EAST, INC.









    RENAL CARE GROUP MICHIGAN, INC.









    RENAL CARE GROUP NORTHWEST, INC.









    RENAL CARE GROUP OF THE MIDWEST, INC.









    RENAL CARE GROUP OF THE OZARKS, LLC









    RENAL CARE GROUP OF THE SOUTH, INC.









    RENAL CARE GROUP OF THE SOUTHEAST, INC.









    RENAL CARE GROUP OHIO, INC.









    RENAL CARE GROUP SOUTH NEW MEXICO, LLC









    RENAL CARE GROUP SOUTHWEST HOLDINGS, INC.









    RENAL CARE GROUP SOUTHWEST, L.P.









    RENAL CARE GROUP TEXAS, INC.









    RENAL CARE GROUP TEXAS, LP









    RENAL CARE GROUP WESTLAKE, LLC









    RENAL CARE GROUP, INC.









    RENAL SCIENTIFIC SERVICES, INC.









    RENALNET ARIZONA, INC.









    RENALNET, INC.









    RENALPARTNERS OF INDIANA, LLC









    RENALPARTNERS, INC.









    RENEX CORP.









    RENEX DIALYSIS CLINIC OF AMESBURY, INC.









    RENEX DIALYSIS CLINIC OF BLOOMFIELD, INC.









    RENEX DIALYSIS CLINIC OF BRIDGETON, INC.









    RENEX DIALYSIS CLINIC OF CREVE COEUR, INC.









    RENEX DIALYSIS CLINIC OF DOYLESTOWN, INC.









    RENEX DIALYSIS CLINIC OF MAPLEWOOD, INC.









    RENEX DIALYSIS CLINIC OF NORTH ANDOVER, INC.









    RENEX DIALYSIS CLINIC OF ORANGE, INC.









    RENEX DIALYSIS CLINIC OF PENN HILLS, INC.




    

    10








 











    RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.









    RENEX DIALYSIS CLINIC OF PITTSBURGH, INC.









    RENEX DIALYSIS CLINIC OF SHALER, INC.









    RENEX DIALYSIS CLINIC OF SOUTH GEORGIA, INC.









    RENEX DIALYSIS CLINIC OF ST. LOUIS, INC.









    RENEX DIALYSIS CLINIC OF TAMPA, INC.









    RENEX DIALYSIS CLINIC OF UNION, INC.









    RENEX DIALYSIS CLINIC OF UNIVERSITY CITY, INC.









    RENEX DIALYSIS CLINIC OF WOODBURY, INC.









    RENEX DIALYSIS FACILITIES, INC.









    RENEX DIALYSIS HOMECARE OF GREATER ST. LOUIS, INC.









    RENEX MANAGEMENT SERVICES, INC.









    SAN DIEGO DIALYSIS SERVICES, INC.









    SANTA BARBARA COMMUNITY DIALYSIS CENTER









    SMYRNA DIALYSIS CENTER, LLC









    SPECTRA EAST, INC.









    SPECTRA LABORATORIES, INC.









    SSKG, INC.









    STAT DIALYSIS CORPORATION









    STONE MOUNTAIN DIALYSIS CENTER, LLC









    STUTTGART DIALYSIS, LLC









    TERRELL DIALYSIS CENTER, L.L.C.









    THREE RIVERS DIALYSIS SERVICES, LLC









    WEST PALM DIALYSIS, LLC









    WHARTON DIALYSIS, INC.









    WSKC DIALYSIS SERVICES, INC.



 


			
	 	    By 
	
        


    
Name:     




			
	 	    Title: 
	






    

    11








 






    Acknowledged and accepted:



 



    NATIONAL MEDICAL CARE, INC.



 


			
	 	    By 
	









    Name:     



			
	 	    Title: 
	





 



    NMC FUNDING CORPORATION



 


			
	 	    By 
	









    Name:     



			
	 	    Title: 
	





 



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



 



    WestLB AG, New York Branch

    as Agent



 


			
	 	    By 
	









    Name:     



			
	 	    Title: 
	





 


			
	 	    By 
	









    Name:     



			
	 	    Title: 
	






    

    12








 







    EXHIBIT J

    



 




    to

    



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT

    



 




    LIST OF
    TRANSFERRING AFFILIATES, CHIEF EXECUTIVE

    



 




    OFFICES
    OF TRANSFERRING AFFILIATES AND TRADENAMES

    



 




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



 



    2.7(b) List of Transferring Affiliates:



 



    Angleton Dialysis, Inc.









    Bio-Medical Applications Home Dialysis Services, Inc.









    Bio-Medical Applications Management Company, Inc









    Bio-Medical Applications of Aguadilla, Inc.









    Bio-Medical Applications of Alabama, Inc.









    Bio-Medical Applications of Anacostia, Inc.









    Bio-Medical Applications of Arecibo, Inc.

    Bio-Medical Applications of Arkansas, Inc.









    Bio-Medical Applications of Bayamon, Inc.









    Bio-Medical Applications of Blue Springs, Inc









    Bio-Medical Applications of Caguas, Inc.









    Bio-Medical Applications of California, Inc.









    Bio-Medical Applications of Camarillo, Inc.









    Bio-Medical Applications of Capitol Hill, Inc.









    Bio-Medical Applications of Carolina, Inc.









    Bio-Medical Applications of Carson, Inc.









    Bio-Medical Applications of Clinton, Inc.









    Bio-Medical Applications of Columbia Heights, Inc.









    Bio-Medical Applications of Connecticut, Inc.









    Bio-Medical Applications of Delaware, Inc.









    Bio-Medical Applications of Dover, Inc.

    Bio-Medical Applications of Eureka, Inc.









    Bio-Medical Applications of Fayetteville, Inc.









    Bio-Medical Applications of Florida, Inc.









    Bio-Medical Applications of Fremont, Inc.









    Bio-Medical Applications of Fresno, Inc.









    Bio-Medical Applications of Georgia, Inc.









    Bio-Medical Applications of Glendora, Inc.









    Bio-Medical Applications of Guayama, Inc.









    Bio-Medical Applications of Hoboken, Inc.









    Bio-Medical Applications of Humacao, Inc.









    Bio-Medical Applications of Illinois, Inc. 

    Bio-Medical Applications of Indiana, Inc.









    Bio-Medical Applications of Kansas, Inc.









    Bio-Medical Applications of Kentucky, Inc.









    Bio-Medical Applications of Las Americas, Inc.









    Bio-Medical Applications of Long Beach, Inc.









    Bio-Medical Applications of Los Gatos, Inc.









    Bio-Medical Applications of Louisiana, LLC









    Bio-Medical Applications of Maine, Inc.









    Bio-Medical Applications of Manchester, Inc.









    Bio-Medical Applications of Maryland, Inc.









    Bio-Medical Applications of Massachusetts, Inc.









    Bio-Medical Applications of Mayaguez, Inc.









    Bio-Medical Applications of Michigan, Inc.









    Bio-Medical Applications of Minnesota, Inc.









    Bio-Medical Applications of Mission Hills, Inc.









    Bio-Medical Applications of Mississippi, Inc.













 











    Bio-Medical Applications of Missouri, Inc.









    Bio-Medical Applications of MLK, Inc.









    Bio-Medical Applications of Nevada, Inc









    Bio-Medical Applications of New Hampshire, Inc.









    Bio-Medical Applications of New Jersey, Inc.









    Bio-Medical Applications of New Mexico, Inc.









    Bio-Medical Applications of North Carolina, Inc.









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









    Bio-Medical Applications of Oakland, Inc.









    Bio-Medical Applications of Ohio, Inc.









    Bio-Medical Applications of Oklahoma, Inc.









    Bio-Medical Applications of Pennsylvania, Inc.









    Bio-Medical Applications of Ponce, Inc.









    Bio-Medical Applications of Puerto Rico, Inc.









    Bio-Medical Applications of Rhode Island, Inc.









    Bio-Medical Applications of Rio Piedras, Inc.









    Bio-Medical Applications of San Antonio, Inc.









    Bio-Medical Applications of San German, Inc.









    Bio-Medical Applications of San Juan, Inc.









    Bio-Medical Applications of South Carolina, Inc.









    Bio-Medical Applications of Southeast Washington, Inc.









    Bio-Medical Applications of Tennessee, Inc.









    Bio-Medical Applications of Texas, Inc.









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









    Bio-Medical Applications of Ukiah, Inc.









    Bio-Medical Applications of Virginia, Inc.









    Bio-Medical Applications of West Virginia, Inc.









    Bio-Medical Applications of Wisconsin, Inc.









    Bio-Medical Applications of Woonsocket, Inc.









    Brazoria Kidney Center, Inc.









    Conejo Valley Dialysis, Inc.









    Con-Med Supply Company, Inc.









    Diabetes Care Group, Inc.









    Dialysis America Alabama, LLC









    Dialysis America Georgia, LLC









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









    Dialysis Centers of America — Illinois, Inc.









    Dialysis Licensing Corp.









    Dialysis Management Corporation









    Dialysis Services of Atlanta, Inc.









    Dialysis Services of Cincinnati, Inc.









    Dialysis Services, Inc.









    Dialysis Specialists of Topeka, Inc.









    Dialysis Specialists of Tulsa, Inc.









    Du Page Dialysis, Ltd.









    Everest Healthcare Holdings, Inc.









    Everest Healthcare Indiana, Inc.









    Everest Healthcare Ohio, Inc.









    Everest Healthcare Rhode Island, Inc.









    Everest Healthcare Texas Holding Corp









    Everest Healthcare Texas, L.P.









    Everest Management, Inc.









    FMS New York, Inc.









    Fondren Dialysis Clinic, Inc.









    Fort Scott Regional Dialysis Center, Inc.









    Four State Regional Dialysis Center, Inc.









    Fresenius Management Services, Inc.









    Fresenius Medical Care Dialysis Services — Oregon, LLC









    Fresenius Medical Care Dialysis Services Colorado LLC




    

    2








 











    Fresenius USA Home Dialysis, Inc.









    Fresenius USA Marketing, Inc.









    Fresenius USA Sales, Inc.









    Fresenius USA, Inc.









    Gulf Region Mobile Dialysis, Inc.









    Haemo-Stat, Inc.









    Henry Dialysis Center, LLC









    Holton Dialysis Clinic, LLC









    Home Dialysis of America, Inc.









    Home Dialysis of Muhlenberg County, Inc.









    Home Intensive Care, Inc.









    Jefferson County Dialysis, Inc.









    KDCO, Inc.









    Kentucky Renal Care Group, LLC









    Lawton Dialysis, Inc.









    Little Rock Dialysis, Inc.









    Maumee Dialysis Services, LLC









    Mercy Dialysis Center, Inc.









    Miami Regional Dialysis Center, Inc.









    Michigan Home Dialysis Center, Inc.









    Naples Dialysis Center, LLC









    National Medical Care, Inc









    National Nephrology Associates Management Company of Texas, Inc.









    National Nephrology Associates of Texas, L.P.









    Neomedica, Inc









    NNA Management Company of Kentucky, Inc.









    NNA Management Company of Louisiana, Inc.









    NNA of Alabama, Inc.









    NNA of East Orange, L.L.C.









    NNA of Florida, LLC









    NNA of Georgia, Inc.









    NNA of Harrison, L.L.C.









    NNA of Louisiana, LLC









    NNA of Memphis, LLC









    NNA of Nevada, Inc.









    NNA of Newark, L.L.C.









    NNA of Oklahoma, Inc.









    NNA of Oklahoma, L.L.C.









    NNA of Rhode Island, Inc.









    NNA of Toledo, Inc.









    NNA Properties of Tennessee, Inc.









    NNA Transportation Services Corporation









    NNA-Saint Barnabas, L.L.C.









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









    Norcross Dialysis Center, LLC









    North Buckner Dialysis Center, Inc.









    Northeast Alabama Kidney Clinic, Inc.









    Northern New Jersey Dialysis, L.L.C.









    Northwest Dialysis, Inc.









    Physicians Dialysis Company, Inc.









    Qualicenters, Inc.









    RCG Arlington Heights, LLC









    RCG Bloomington, LLC









    RCG Credit Corporation









    RCG East Texas, LLP









    RCG Finance, Inc.









    RCG Indiana, L.L.C.









    RCG Irving, LLP









    RCG Marion, LLC




    

    3








 











    RCG Martin, LLC









    RCG Memphis East, LLC









    RCG Memphis, LLC









    RCG Mississippi, Inc.









    RCG PA Merger Corp.









    RCG University Division, Inc.









    RCG West Health Supply, L.C.









    RCG Whitehaven, LLC









    RCG/Saint Luke’s, LLC









    RCGIH, Inc.









    Renal Care Group Alaska, Inc.









    Renal Care Group Central Memphis, LLC









    Renal Care Group East, Inc.









    Renal Care Group Michigan, Inc.









    Renal Care Group Northwest, Inc.









    Renal Care Group of the Midwest, Inc.









    Renal Care Group of the Ozarks, LLC









    Renal Care Group of the South, Inc.









    Renal Care Group of the Southeast, Inc.









    Renal Care Group Ohio, Inc.









    Renal Care Group South New Mexico, LLC









    Renal Care Group Southwest Holdings, Inc.









    Renal Care Group Southwest, L.P.









    Renal Care Group Texas, Inc.









    Renal Care Group Texas, LP









    Renal Care Group Westlake, LLC









    Renal Care Group, Inc.









    RenalNet Arizona, Inc.









    RenalNet, Inc.









    RenalPartners of Indiana, LLC









    RenalPartners, Inc.









    Renex Corp.









    Renex Dialysis Clinic of Amesbury, Inc.









    Renex Dialysis Clinic of Bloomfield, Inc.









    Renex Dialysis Clinic of Bridgeton, Inc.









    Renex Dialysis Clinic of Creve Coeur, Inc.









    Renex Dialysis Clinic of Doylestown, Inc.









    Renex Dialysis Clinic of Maplewood, Inc.









    Renex Dialysis Clinic of North Andover, Inc.









    Renex Dialysis Clinic of Orange, Inc.









    Renex Dialysis Clinic of Penn Hills, Inc.









    Renex Dialysis Clinic of Philadelphia, Inc.









    Renex Dialysis Clinic of Pittsburgh, Inc.









    Renex Dialysis Clinic of Shaler, Inc.









    Renex Dialysis Clinic of South Georgia, Inc.









    Renex Dialysis Clinic of St. Louis, Inc.









    Renex Dialysis Clinic of Tampa, Inc.









    Renex Dialysis Clinic of Union, Inc.









    Renex Dialysis Clinic of University City, Inc.









    Renex Dialysis Clinic of Woodbury, Inc.









    Renex Dialysis Facilities, Inc.









    Renex Dialysis Homecare of Greater St. Louis, Inc.









    Renex Management Services, Inc.









    San Diego Dialysis Services, Inc.









    Santa Barbara Community Dialysis Center, Inc.









    Smyrna Dialysis Center, LLC









    Spectra East, Inc.









    Spectra Laboratories, Inc.









    SSKG, Inc.




    

    4








 











    STAT Dialysis Corporation









    Stone Mountain Dialysis Center, LLC









    Stuttgart Dialysis, LLC









    Terrell Dialysis Center, L.L.C.









    Three Rivers Dialysis Services, LLC









    West Palm Dialysis, LLC









    Wharton Dialysis, Inc.









    WSKC Dialysis Services, Inc.



 



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



 


	 	 	 
	

    3.1k(iv) Tradenames:


	
 
	
    Fresenius Medical Care North America

    Spectra Renal Management

    Renal Care Group

    National Nephrology Associates

	
 
	
 
	
 

	

    Mergers:


	
 
	
    On April 2, 2004, Renal Care Group, Inc. completed its

    acquisition of National Nephrology Associates, Inc.

	
 
	
 
	
 

	
 
	
 
	
    On March 31, 2006, FMCH completed the acquisition of

    Renal Care Group, Inc.










    

    5








 







    EXHIBIT K



 




    to



 




    AMENDED
    AND RESTATED RECEIVABLES PURCHASE AGREEMENT



 




    FORM OF
    ACCOUNT AGENT AGREEMENT













 







    ACCOUNT
    AGENT AGREEMENT



 



    ACCOUNT AGENT AGREEMENT (this “Agreement”), dated as
    of August 28, 1997, made by each of the parties identified
    on the signature pages hereto as being a
    “Titleholder”, for the benefit of NMC Funding
    Corporation, a Delaware corporation (“NMC Funding”)
    and NationsBank, N.A., as agent (the “Agent”) for
    certain “Investors” (as defined below).



 




    PRELIMINARY
    STATEMENTS:



 



    (1) National Medical Care, Inc., a Delaware corporation
    (“NMC”) has entered into that certain Transferring
    Affiliate Letter (as the same may from time to time be amended,
    restated, supplemented or otherwise modified, the
    “Transferring Affiliate Letter”) dated as of even date
    herewith with each of the “Transferring Affiliates”
    named therein, under which each such Transferring Affiliate has
    agreed to sell and assign on each day hereafter all of its
    right, title and interest in and to each “Receivable”
    and all “Related Security” (each as defined therein)
    to NMC in accordance with the terms thereof.



 



    (2) NMC has entered into that certain Receivables Purchase
    Agreement (as the same may from time to time be amended,
    restated, supplemented or otherwise modified, the “BMA
    Transfer Agreement”) dated as of even date herewith with
    Bio-Medical Applications Management Company, Inc., a Delaware
    corporation (“BMA”), under which BMA has agreed to
    sell and assign on the date hereof all of its right, title and
    interest in and to each “Receivable” and all
    “Related Security” (each as defined therein) to NMC in
    accordance with the terms thereof.



 



    (3) NMC has entered into that certain Receivables Purchase
    Agreement (as the same may from time to time be amended,
    restated, supplemented or otherwise modified, the
    “Receivables Agreement”) dated as of even date
    herewith with NMC Funding, under which NMC has agreed to sell
    and assign on each day hereafter all of its right, title and
    interest in and to each “Receivable” and all
    “Related Security” (each as defined therein),
    including, without limitation, all Receivables and Related
    Security acquired by NMC from the Transferring Affiliates under
    the Transferring Affiliate Letter and from BMA under the BMA
    Transfer Agreement, to NMC Funding in accordance with the terms
    thereof.



 



    (4) NMC Funding has entered into that certain Transfer and
    Administration Agreement (as the same may from time to time be
    amended, restated, supplemented or otherwise modified, the
    “TAA”) dated as of even date herewith with Enterprise
    Funding Corporation (“Enterprise”), NMC, as the
    “Collection Agent” thereunder, certain “Bank
    Investors” from time to time party thereto (together with
    Enterprise, the “Investors”) and the Agent, under
    which NMC Funding shall from time to time sell and assign
    undivided percentage ownership interests in all
    “Receivables” and “Related Security” (each
    as defined therein), including, without limitation, in all
    Receivables and Related Security acquired by NMC Funding from
    NMC under the Receivables Agreement, to the Agent for the
    benefit of the Investors in accordance with the terms thereof.
    Terms used herein and not otherwise defined herein shall have
    the meanings assigned under the TAA.



 



    (5) Each Titleholder maintains, for the benefit of certain
    of the Transferring Affiliates, one or more deposit accounts
    (each, a “Remittance Account”) to which Obligors on
    Receivables that have been originated by such Transferring
    Affiliate have been directed to remit payment on such
    Receivables.



 



    (6) NMC Funding, as a condition to its entering into the
    Receivables Agreement, and the Investors and the Agent, as a
    condition to their entering into the TAA, have required that the
    Titleholders enter into this Agreement.



 



    NOW, THEREFORE, in consideration of the premises and other good
    and valuable consideration (the sufficiency and receipt of which
    are acknowledged), each Titleholder agrees as follows:



 



    Section 1.  Representations
    and Warranties.  Each Titleholder represents
    and warrants that:



 



    (a) Such Titleholder maintains one or more Remittance
    Accounts for the benefit of one or more Transferring Affiliates.
    In each case, such Titleholder is acting exclusively in its
    capacity as agent for such Transferring Affiliate in the
    establishment and maintenance of each Remittance Account, and
    acts exclusively at the direction of such Transferring Affiliate
    in respect of the handling and disposition of all monies,
    checks, instruments, collections, remittances or other payment
    items received in the Remittance Accounts (the “Payment
    Items”). Each Remittance Account exists solely for the
    administrative convenience of the applicable Transferring
    Affiliate.



 



    (b) Such Titleholder does not hold or claim any lien, security
    interest, charge or encumbrance, or other right or claim in, of
    or on (i) any Receivables originated by any Transferring
    Affiliate, (ii) any Payment Items in respect of any such
    Receivables or (iii) any Related Security with respect to
    any of the foregoing (collectively, the “Affected
    Assets”). To the extent that the Titleholder at any time
    comes into possession,













 






    whether by reason of a remittance to a Remittance Account or
    otherwise, of any Affected Assets, such Titleholder holds such
    Affected Assets in trust for the benefit of the applicable
    Transferring Affiliate.



 



    (c) Such Titleholder satisfies, upon execution and delivery
    of this Agreement, the requirements set forth in the Receivables
    Agreement and the TAA for being a “Designated Account
    Agent” for purposes of those agreements.



 



    (d) Such Titleholder is a corporation duly organized,
    validly existing and in good standing under the laws of its
    jurisdiction of incorporation and has all corporate power and
    all material governmental licenses, authorizations, consents and
    approvals required to carry on its business in each jurisdiction
    in which its business is now conducted. Such Titleholder is duly
    qualified to do business in, and is in good standing in, every
    other jurisdiction in which the nature of its business requires
    it to be so qualified, except where the failure to be so
    qualified or in good standing would not have a Material Adverse
    Effect.



 



    (e) The maintenance of each Remittance Account for the
    benefit of the applicable Transferring Affiliates, and the
    execution, delivery and performance by such Titleholder of this
    Agreement, are within such Titleholder’s corporate powers,
    have been duly authorized by all necessary corporate action,
    require no action by or in respect of, or filing with, any
    Official Body or official thereof and do not contravene, or
    constitute a default under, any provision of applicable law,
    rule or regulation (including, without limitation, any
    CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare
    Regulation) or of the Certificate of Incorporation or By-laws of
    such Titleholder or of any agreement, judgment, injunction,
    order, writ, decree or other instrument binding upon such
    Titleholder.



 



    (f) This Agreement constitutes the legal, valid and binding
    obligation of such Titleholder, enforceable against it in
    accordance with its terms, subject to applicable bankruptcy,
    insolvency, moratorium or other similar laws affecting the
    rights of creditors generally.



 



    (g) Each Remittance Account meets the requirements for
    being a Special Account under the terms of each of the
    Receivables Agreement and the TAA, and a Special Account Letter
    is in effect with respect thereto. The names and addresses of
    each Remittance Account, together with the account numbers
    thereof and the Special Account Banks with respect thereto, are
    specified in Exhibit C to the Receivables Agreement (as the
    same may be amended from time to time in accordance with the
    terms of the Receivables Agreement). Neither such Titleholder
    nor, to the best of such Titleholder’s knowledge, any
    Transferring Affiliate has granted to any Person dominion and
    control over any Remittance Account or the right to take
    dominion and control over any Remittance Account at a future
    time or upon the occurrence of a future event and each
    Remittance Account is otherwise free and clear of any Adverse
    Claim.



 



    On each day that a “Purchase” is made under the
    Receivables Agreement, each Titleholder shall be deemed to have
    certified that all representations and warranties described in
    this Section 1 are correct on and as of such day as though
    made on and as of such day.



 



    Section 2.  Acknowledgment
    of Interest.  Each Titleholder acknowledges
    (i) that it has received a copy of each of the Transferring
    Affiliate Letter, the Receivables Agreement and the TAA,
    (ii) the ownership and related interests transferred to
    each of NMC, NMC Funding and the Agent, for the benefit of the
    Investors, thereunder and (iii) that for purposes of
    Uniform commercial Code
    Section 9-305,
    it has received adequate notice of each of such interests.



 



    Section 3.  Covenants.  At
    all times from the date hereof to the Collection Date, unless
    each of NMC Funding and the Agent shall otherwise consent in
    writing, each Titleholder agrees that:



 



    (a) Such Titleholder shall take all action, or omit to take
    all action, required to be taken (or to be omitted) by each
    Transferring Affiliate as it may relate to the Remittance
    Accounts under the Transferring Affiliate Letter, the
    Receivables Agreement, or the TAA, including, without limitation
    any such action that relates to any covenant or undertaking on
    the part of such Transferring Affiliate or any of its assigns in
    respect of “Special Accounts,” the “Concentration
    Account” or any “Designated Account Agent”
    thereunder.



 



    (b) Such Titleholder will furnish to each of NMC Funding
    and the Agent from time to time such information with respect to
    the activity in the Remittance Accounts as NMC Funding or the
    Agent may reasonably request, and will at any time and from time
    to time during regular business hours permit NMC Funding and the
    Agent, or any of their respective agents or representatives,
    (i) to examine and make copies of and take abstracts from
    records of such Titleholder in respect of the Remittance
    Accounts and (ii) to visit the offices and properties of
    such Titleholder for the purpose of examining such records.




    

    2








 






    (c) Such Titleholder will not sell, assign (by operation of
    law or otherwise) or otherwise dispose of, or create or suffer
    to exist any Adverse Claim upon (or the filing of any financing
    statement against) or with respect to any of the Affected Assets
    or any of the Remittance Accounts. The Payment Items mailed to,
    and funds deposited to or otherwise available in, the Remittance
    Accounts will not be subject to deduction, set-off,
    banker’s lien, or any other right in favor of such
    Titleholder, all of which such Titleholder hereby waives. To the
    extent there are any amounts due to any Titleholder in respect
    of its fees and expenses for the maintenance and operation of
    any of the Remittance Accounts, or in respect of any other claim
    such Titleholder may from time to time hold against any
    Transferring Affiliate or any affiliate thereof, such claims
    shall be settled separately as between such Titleholder and such
    Transferring Affiliate (or other affiliate), by disbursement
    from the general operating funds of the applicable Transferring
    Affiliate (or other affiliate) and not by way of set-off
    against, or otherwise from, funds at any time available in the
    Remittance Accounts.



 



    Section
    4.  Miscellaneous.



 



    (a) This Agreement may not be terminated at any time by or
    as to any Titleholder except in accordance with the terms of the
    Receivables Agreement.



 



    (b) Neither this Agreement nor any provision hereof may be
    changed, amended, modified or waived orally but only by an
    instrument in writing signed by NMC Funding and the Agent.



 



    (c) No Titleholder may assign or transfer any of its rights
    or obligations hereunder without the prior written consent of
    NMC Funding and the Agent. Subject to the preceding sentence,
    this Agreement shall be binding upon each of the parties hereto
    and their respective successors and assigns, and shall inure to
    the benefit of, and be enforceable by, NMC Funding, the Agent,
    each of the Titleholders and their respective successors and
    assigns.



 




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    3








 






    IN WITNESS WHEREOF, each party hereto has caused this Agreement
    to be duly executed and delivered by its officer thereunto duly
    authorized as of the date first above written.



 








    Titleholders:




    BIO-MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.



 


			
	 	    By 
	
    





			
	 	    Title: 
	





 



    HOME NUTRITIONAL SERVICES, INC.



 


			
	 	    By 
	
    





			
	 	    Title: 
	





 



    Accepted and agreed as of




    the date first above written:



 








    NMC FUNDING CORPORATION



 


			
	    By 
	
    

	 



				
	 	    Title: 
	

	 



 








    NATIONSBANK, N.A. as Agent



 


			
	    By 
	
    

	 



				
	 	    Title: 
	

	 



 


 




    Signature
    Page to Account Agent Agreement

    Dated as of August 28, 1997
    




    

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