Exhibit 10.3
AMENDMENT NO. 8
Dated as of October 18, 2007
to
THIRD AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT
Dated as of October 23, 2003
THIS AMENDMENT NO. 8 (this “Amendment”) dated as of October 18, 2007 is entered into by and among (i) NMC FUNDING CORPORATION, a Delaware corporation (the “Transferor”), (ii) NATIONAL MEDICAL CARE, INC., a Delaware corporation, as collection agent (the “Collection Agent”), (iii) the “Conduit Investors,” “Bank Investors” and “Administrative Agents” identified on the signature pages hereto and (iv) WESTLB AG, NEW YORK BRANCH, as agent (the “Agent”).
PRELIMINARY STATEMENTS
A. The Transferor, the Collection Agent, the Conduit Investors, the Bank Investors, the Administrative Agents and the Agent are parties to that certain Third Amended and Restated Transfer and Administration Agreement dated as of October 23, 2003 (as amended or otherwise modified prior to the date hereof, the “TAA”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the TAA.
B. In addition, the parties hereto have agreed to amend the TAA on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendments to TAA. Subject to the conditions precedent set forth inSection 3 below and effective as of the Effective Date (also as defined below), the TAA is hereby amended as follows:
1.1 The definition of “Commitment Termination Date” inSection 1.1 of the TAA is amended change the date set forth therein from “October 18, 2007” to “October 16, 2008.”
1.2 The definition of “Termination Date” inSection 1.1 of the TAA is amended to change the date set forth in clause (v) thereof from “October 18, 2007” to “October 16, 2008.”
1.3 Exhibit Q to the TAA is amended to delete the entities specified below from the list of Transferring Affiliates;provided that each such entity shall continue to be a “Transferring Affiliate” with respect to any Receivables that arose prior to the date hereof.
Bio-Medical Applications of Arizona, Inc.
Renal Care Group Arizona, Inc.
Renal Dimensions, LLC
Fresenius USA Puerto Rico, Inc.
St. Louis RCG Supply Co.
RenaLab, Inc.
Saint Louis Supply Company, LLC
The following entities were merged into another existing Transfering Affiliate and therefore are being deleted from the list of Transferring Affiliates:
Bio-Medical Applications of East Orange, Inc.
Bio-Medical Applications of Essex, Inc.
Bio-Medical Applications of Hillside, Inc.
Bio-Medical Applications of Irvington, Inc.
Bio-Medical Applications of Jersey City, Inc.
Bio-Medical Applications of New York, Inc.
Bio-Medical Applications of Pine Brook, Inc.
Bio-Medical Applications of South Queens, Inc.
Bio-Medical Applications of Trenton, Inc.
Prime Medical, Inc.
Renal Scientific Service, Inc.
An updated Exhibit Q, reflecting all the foregoing deletions, is attached to this Amendment.
Section 2. Conditions Precedent. This Amendment shall become effective and be deemed effective as of the date hereof (the “Effective Date”) subject to the Agent’s receipt of the following, each in form and substance satisfactory to each Administrative Agent:
(a) counterparts of this Amendment duly executed by the Transferor, the Collection Agent, the Conduit Investors, the Bank Investors, the Administrative Agents and the Agent;
(b) a reaffirmation of the Parent Agreement, substantially in the form of Exhibit A attached hereto, duly executed by each of FMCAG and FMCH;
(c) Amendment No. 6 to the Transferring Affiliate Letter, substantially in the form of Exhibit B attached hereto, duly executed by the parties thereto;
(d) confirmation that all fees due and payable on or before the Effective Date have been paid in full; and
(e) such other documents, instruments, certificates and opinions as the Agent or any Administrative Agent shall reasonably request.
Section 3. Covenants, Representations and Warranties of the Transferor and the Collection Agent.
3.1 Upon the effectiveness of this Amendment, each of the Transferor and the Collection Agent hereby reaffirms all covenants, representations and warranties made by it in the TAA and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.
3.2 Each of the Transferor and the Collection Agent hereby represents and warrants that (i) this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms and (ii) upon the effectiveness of this Amendment, no Termination Event or Potential Termination Event shall exist under the TAA.
Section 4. Reference to and Effect on the TAA.
4.1 Upon the effectiveness of this Amendment, each reference in the TAA to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the TAA as amended hereby, and each reference to the TAA in any other document, instrument and agreement executedand/or delivered in connection with the TAA shall mean and be a reference to the TAA as amended hereby.
4.2 Except as specifically amended hereby, the TAA and all other documents, instruments and agreements executedand/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
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4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Investor, any Administrative Agent or the Agent under the TAA or any other document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.
Section 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.
Section 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile shall also deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Amendment.
Section 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.
NMC FUNDING CORPORATION,
as Transferor
Name: Mark Fawcett
Title: Treasurer
NATIONAL MEDICAL CARE, INC., as
Collection Agent
Name: Mark Fawcett
Title: Treasurer
Signature Page
Amendment No. 8 to Third Amended and Restated
Transfer and Administration Agreement
PARADIGM FUNDING LLC,
as a Conduit Investor
Name: Doris J. Hearn
Title: Vice President
WESTLB AG, NEW YORK BRANCH, as an
Administrative Agent and as a Bank Investor
Name: Matthew F. Talo
Title: Director
Name: Vesselina Koleva
Title: Director
LANDESBANK HESSEN-THUERINGEN
GIROZENTRALE, as a Bank Investor
Name: Martin Scheele
Title: Senior Vice President
Name: Stefan Branbauer
Signature Page
Amendment No. 8 to Third Amended and Restated
Transfer and Administration Agreement
GIRO BALANCED FUNDING CORPORATION,
as a Conduit Investor
Name: Damian A Perez
BAYERISCHE LANDESBANK, NEW YORK BRANCH, as an Administrative Agent
Name: Richard Gregory
Title: Senior Vice President
Name: Lori-Ann Wynter
BAYERISCHE LANDESBANK, CAYMAN ISLANDS
BRANCH, as a Bank Investor
Name: Jana Schmiedel
Title: Second Vice President
Name: Lori-Ann Wynter
Signature Page
Amendment No. 8 to Third Amended and Restated
Transfer and Administration Agreement
LIBERTY STREET FUNDING LLC,
as a Conduit Investor
Name: Bernard J Angelo
Title: Vice President
THE BANK OF NOVA SCOTIA, as an
Administrative Agent and as a Bank Investor
Name: Michael Eden
Title: Director
Signature Page
Amendment No. 8 to Third Amended and Restated
Transfer and Administration Agreement
AMSTERDAM FUNDING CORPORATION,
as a Conduit Investor
| | |
| | By: | /s/ John L. Fridlington |
Name: John L. Fridlington
Title: Vice President
ABN AMRO Bank N.V., as an Administrative
Agent and as a Bank Investor
Name: Kristina Neville
Title: Vice President
| | |
| | By: | /s/ Thomas J. Educate |
Name: Thomas J. Educate
Title: Managing Director
Signature Page
Amendment No. 8 to Third Amended and Restated
Transfer and Administration Agreement
EXHIBIT A
Form of
REAFFIRMATION OF PARENT AGREEMENT
EXHIBIT B
Form of
AMENDMENT TO TRANSFERRING AFFILIATE LETTER
NEW EXHIBIT Q
to
THIRD AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT
LIST OF TRANSFERRING AFFILIATES
| | | |
| Chief Executive Office for each | | 920 Winter Street |
| Transferring Affiliate: | | Waltham, Massachusetts 02451 – 1457 |
| | | |
Original Transferring Affiliates
| | State of
|
(Before October 19, 2006) | | Incorporation |
| |
| Bio-Medical Applications Home Dialysis Services, Inc. | | Delaware |
| Bio-Medical Applications Management Company, Inc | | Delaware |
| Bio-Medical Applications of Alabama, Inc. | | Delaware |
| Bio-Medical Applications of Anacostia, Inc. | | Delaware |
| Bio-Medical Applications of Aguadilla, Inc. | | Delaware |
| Bio-Medical Applications of Arecibo, Inc. | | Delaware |
| Bio-Medical Applications of Arkansas, Inc. | | Delaware |
| Bio-Medical Applications of Bayamon, Inc. | | Delaware |
| Bio-Medical Applications of Blue Springs, Inc | | Delaware |
| Bio-Medical Applications of Caguas, Inc. | | Delaware |
| Bio-Medical Applications of California, Inc. | | Delaware |
| Bio-Medical Applications of Camarillo, Inc. | | Delaware |
| Bio-Medical Applications of Capitol Hill, Inc. | | Delaware |
| Bio-Medical Applications of Carolina, Inc. | | Delaware |
| Bio-Medical Applications of Carson, Inc. | | Delaware |
| Bio-Medical Applications of Clinton, Inc. | | Delaware |
| Bio-Medical Applications of Columbia Heights, Inc. | | Delaware |
| Bio-Medical Applications of Connecticut, Inc. | | Delaware |
| Bio-Medical Applications of Delaware, Inc. | | Delaware |
| Bio-Medical Applications of Dover, Inc. | | Delaware |
| Bio-Medical Applications of Eureka, Inc. | | Delaware |
| Bio-Medical Applications of Fayetteville, Inc. | | Delaware |
| Bio-Medical Applications of Florida, Inc. | | Delaware |
| Bio-Medical Applications of Fremont, Inc. | | Delaware |
| Bio-Medical Applications of Fresno, Inc. | | Delaware |
| Bio-Medical Applications of Georgia, Inc. | | Delaware |
| Bio-Medical Applications of Glendora, Inc. | | Delaware |
| Bio-Medical Applications of Guayama, Inc. | | Delaware |
| Bio-Medical Applications of Hoboken, Inc. | | Delaware |
| Bio-Medical Applications of Humacao, Inc. | | Delaware |
| Bio-Medical Applications of Illinois, Inc. | | Delaware |
| Bio-Medical Applications of Indiana, Inc. | | Delaware |
| Bio-Medical Applications of Kansas, Inc. | | Delaware |
| Bio-Medical Applications of Kentucky, Inc. | | Delaware |
| Bio-Medical Applications of Las Americas, Inc. | | Delaware |
| Bio-Medical Applications of Long Beach, Inc. | | Delaware |
| Bio-Medical Applications of Los Gatos, Inc. | | Delaware |
| | | |
Original Transferring Affiliates
| | State of
|
(Before October 19, 2006) | | Incorporation |
| |
| Bio-Medical Applications of Louisiana, LLC | | Delaware |
| Bio-Medical Applications of Maine, Inc. | | Delaware |
| Bio-Medical Applications of Manchester, Inc. | | Delaware |
| Bio-Medical Applications of Maryland, Inc. | | Delaware |
| Bio-Medical Applications of Massachusetts, Inc. | | Delaware |
| Bio-Medical Applications of Mayaguez, Inc. | | Delaware |
| Bio-Medical Applications of Michigan, Inc. | | Delaware |
| Bio-Medical Applications of Minnesota, Inc. | | Delaware |
| Bio-Medical Applications of Mission Hills, Inc. | | Delaware |
| Bio-Medical Applications of Mississippi, Inc. | | Delaware |
| Bio-Medical Applications of Missouri, Inc. | | Delaware |
| Bio-Medical Applications of MLK, Inc. | | Delaware |
| Bio-Medical Applications of Nevada, Inc | | Nevada |
| Bio-Medical Applications of New Hampshire, Inc. | | Delaware |
| Bio-Medical Applications of New Jersey, Inc. | | Delaware |
| Bio-Medical Applications of New Mexico, Inc. | | Delaware |
| Bio-Medical Applications of North Carolina, Inc. | | Delaware |
| Bio-Medical Applications of Northeast, D.C., Inc. | | Delaware |
| Bio-Medical Applications of Oakland, Inc. | | Delaware |
| Bio-Medical Applications of Ohio, Inc. | | Delaware |
| Bio-Medical Applications of Oklahoma, Inc. | | Delaware |
| Bio-Medical Applications of Pennsylvania, Inc. | | Delaware |
| Bio-Medical Applications of Ponce, Inc. | | Delaware |
| Bio-Medical Applications of Puerto Rico, Inc. | | Delaware |
| Bio-Medical Applications of Rhode Island, Inc. | | Delaware |
| Bio-Medical Applications of Rio Piedras, Inc. | | Delaware |
| Bio-Medical Applications of San Antonio, Inc. | | Delaware |
| Bio-Medical Applications of San German, Inc. | | Delaware |
| Bio-Medical Applications of San Juan, Inc. | | Delaware |
| Bio-Medical Applications of South Carolina, Inc. | | Delaware |
| Bio-Medical Applications of Southeast Washington, Inc. | | Delaware |
| Bio-Medical Applications of Tennessee, Inc. | | Delaware |
| Bio-Medical Applications of Texas, Inc. | | Delaware |
| Bio-Medical Applications of The District of Columbia, Inc. | | Delaware |
| Bio-Medical Applications of Ukiah, Inc. | | Delaware |
| Bio-Medical Applications of Virginia, Inc. | | Delaware |
| Bio-Medical Applications of West Virginia, Inc. | | Delaware |
| Bio-Medical Applications of Wisconsin, Inc. | | Delaware |
| Bio-Medical Applications of Woonsocket, Inc. | | Delaware |
| Dialysis America Alabama, LLC | | Delaware |
| Dialysis America Georgia, LLC | | Delaware |
| Dialysis Associates of Northern New Jersey, LLC | | New Jersey |
| Everest Healthcare Holdings, Inc. | | Delaware |
| Everest Healthcare Indiana, Inc. | | Indiana |
| Everest Healthcare Rhode Island, Inc. | | Delaware |
| | | |
Original Transferring Affiliates
| | State of
|
(Before October 19, 2006) | | Incorporation |
| |
| Everest Healthcare Texas Holding Corp | | Delaware |
| Everest Healthcare Texas, LP | | Delaware |
| Everest Management, Inc. | | Delaware |
| Fresenius Medical Care Dialysis Services Colorado, LLC | | Delaware |
| Fresenius Medical Care Dialysis Services-Oregon, LLC | | Oregon |
| FMS New York, Inc. | | Delaware |
| Fresenius Management Services, Inc. | | Delaware |
| Fresenius USA Home Dialysis, Inc. | | Delaware |
| Fresenius USA Marketing, Inc. | | Delaware |
| Fresenius USA, Inc. | | Massachusetts |
| Gulf Region Mobile Dialysis, Inc. | | Delaware |
| Home Dialysis of America, Inc. | | Arizona |
| Home Dialysis of Muhlenberg County, Inc. | | Kentucky |
| Home Intensive Care, Inc. | | Delaware |
| Mercy Dialysis Center, Inc. | | Wisconsin |
| National Medical Care, Inc | | Delaware |
| Neomedica, Inc | | Delaware |
| North Buckner Dialysis Center, Inc. | | Delaware |
| Northern New Jersey Dialysis, L.L.C. | | Delaware |
| Qualicenters, Inc. | | Colorado |
| San Diego Dialysis Services, Inc. | | Delaware |
| Spectra East, Inc. | | Delaware |
| Spectra Laboratories, Inc. | | Nevada |
| Terrell Dialysis Center, L.L.C. | | Delaware |
| Conejo Valley Dialysis, Inc. | | California |
| Dialysis Services of Cincinnati, Inc. | | Ohio |
| Dialysis Services, Inc. | | Texas |
| Dialysis Specialists of Topeka, Inc. | | Kansas |
| Dialysis Specialists of Tulsa, Inc. | | Oklahoma |
| Everest Healthcare Ohio, Inc. | | Ohio |
| Fresenius USA Sales, Inc. | | Massachusetts |
| Haemo-Stat, Inc. | | California |
| Santa Barbara Community Dialysis Center, Inc. | | California |
| Con-Med Supply Company, Inc. | | Illinois |
| WSKC Dialysis Services, Inc. | | Illinois |
| Du Page Dialysis Ltd. | | Illinois |
| | | |
Additional Transferring Affiliates
| | State of
|
(Added October 19, 2006) | | Incorporation |
| |
| Angleton Dialysis, Inc. | | Texas |
| Arizona Renal Investments, LLC | | Delaware |
| Brazoria Kidney Center, Inc. | | Texas |
| Brevard County Dialysis, LLC | | Florida |
| Cartersville Dialysis Center, LLC | | Georgia |
| Clayton County Dialysis, LLC | | Georgia |
| Clermont Dialysis Center, LLC | | Georgia |
| | | |
Additional Transferring Affiliates
| | State of
|
(Added October 19, 2006) | | Incorporation |
| |
| Cobb County Dialysis, LLC | | Georgia |
| Columbus Area Renal Alliance, LLC | | Delaware |
| Covington Dialysis Center, LLC | | Georgia |
| Diabetes Care Group, Inc. | | Delaware |
| Dialysis Associates Medical Supply, LLC | | Tennessee |
| Dialysis Associates, LLC | | Tennessee |
| Dialysis Centers of America — Illinois, Inc. | | Illinois |
| Dialysis Licensing Corp. | | Delaware |
| Dialysis Management Corporation | | Texas |
| Dialysis Services of Atlanta, Inc. | | Georgia |
| Douglas County Dialysis, LLC | | Georgia |
| Doylestown Acute Renal Services, L.L.C. | | Pennsylvania |
| Fondren Dialysis Clinic, Inc. | | Texas |
| Fort Scott Regional Dialysis Center, Inc. | | Missouri |
| Four State Regional Dialysis Center, Inc. | | Missouri |
| Henry Dialysis Center, LLC | | Georgia |
| Holton Dialysis Clinic, LLC | | Georgia |
| Jefferson County Dialysis, Inc. | | Arkansas |
| KDCO, Inc. | | Missouri |
| Kentucky Renal Care Group, LLC | | Delaware |
| Lawton Dialysis, Inc. | | Arkansas |
| Little Rock Dialysis, Inc. | | Arkansas |
| Maumee Dialysis Services, LLC | | Delaware |
| Miami Regional Dialysis Center, Inc. | | Missouri |
| Michigan Home Dialysis Center, Inc. | | Michigan |
| Naples Dialysis Center, LLC | | Florida |
| National Nephrology Associates Management Company of Texas, Inc. | | Texas |
| National Nephrology Associates of Texas, L.P. | | Texas |
| NNA Management Company of Kentucky, Inc. | | Kentucky |
| NNA Management Company of Louisiana, Inc. | | Louisiana |
| NNA of Alabama, Inc. | | Alabama |
| NNA of East Orange, L.L.C. | | New Jersey |
| NNA of Florida, LLC | | Florida |
| NNA of Georgia, Inc. | | Delaware |
| NNA of Harrison, L.L.C. | | New Jersey |
| NNA of Louisiana, LLC | | Louisiana |
| NNA of Memphis, LLC | | Tennessee |
| NNA of Nevada, Inc. | | Nevada |
| NNA of Newark, L.L.C. | | New Jersey |
| NNA of Oklahoma, Inc. | | Nevada |
| NNA of Oklahoma, L.L.C. | | Oklahoma |
| NNA of Rhode Island, Inc. | | Rhode Island |
| NNA of Toledo, Inc. | | Ohio |
| NNA Properties of Tennessee, Inc. | | Tennessee |
| NNA Transportation Services Corporation | | Tennessee |
| | | |
Additional Transferring Affiliates
| | State of
|
(Added October 19, 2006) | | Incorporation |
| |
| NNA-Saint Barnabas, L.L.C. | | New Jersey |
| NNA-Saint Barnabas-Livingston, L.L.C. | | New Jersey |
| Norcross Dialysis Center, LLC | | Georgia |
| Northeast Alabama Kidney Clinic, Inc. | | Alabama |
| Northwest Dialysis, Inc. | | Arkansas |
| Physicians Dialysis Company, Inc. | | Pennsylvania |
| R.C.G. Supply Company | | Tennessee |
| RCG Arlington Heights, LLC | | Delaware |
| RCG Bloomington, LLC | | Delaware |
| RCG Credit Corporation | | Tennessee |
| RCG East Texas, LLP | | Delaware |
| RCG Finance, Inc. | | Delaware |
| RCG Indiana, L.L.C. | | Delaware |
| RCG Irving, LLP | | Delaware |
| RCG Marion, LLC | | Delaware |
| RCG Martin, LLC | | Delaware |
| RCG Memphis East, LLC | | Delaware |
| RCG Memphis, LLC | | Delaware |
| RCG Mississippi, Inc. | | Delaware |
| RCG PA Merger Corp. | | Texas |
| RCG University Division, Inc. | | Tennessee |
| RCG West Health Supply, L.C. | | Arizona |
| RCG Whitehaven, LLC | | Delaware |
| RCG/Saint Luke’s LLC | | Delaware |
| RCGIH, Inc. | | Delaware |
| Renal Care Group Alaska, Inc. | | Alaska |
| Renal Care Group Central Memphis, LLC | | Delaware |
| Renal Care Group East, Inc. | | Pennsylvania |
| Renal Care Group Michigan, Inc. | | Delaware |
| Renal Care Group Northwest, Inc. | | Delaware |
| Renal Care Group of the Midwest, Inc. | | Kansas |
| Renal Care Group of the Ozarks, LLC | | Delaware |
| Renal Care Group of the South, Inc. | | Delaware |
| Renal Care Group of the Southeast, Inc. | | Florida |
| Renal Care Group Ohio, Inc. | | Delaware |
| Renal Care Group South New Mexico, LLC | | Delaware |
| Renal Care Group Southwest Holdings, Inc. | | Delaware |
| Renal Care Group Southwest, L.P. | | Delaware |
| Renal Care Group Texas, Inc. | | Texas |
| Renal Care Group Texas, L.P. | | Delaware |
| Renal Care Group Westlake, LLC | | Delaware |
| Renal Care Group, Inc. | | Delaware |
| RenalNet Arizona, Inc. | | Arizona |
| RenalNet, Inc. | | Delaware |
| RenalPartners of Indiana, LLC | | Indiana |
| | | |
Additional Transferring Affiliates
| | State of
|
(Added October 19, 2006) | | Incorporation |
| |
| RenalPartners, Inc. | | Delaware |
| Renex Corp. | | Florida |
| Renex Dialysis Clinic of Amesbury, Inc. | | Massachusetts |
| Renex Dialysis Clinic of Bloomfield, Inc. | | New Jersey |
| Renex Dialysis Clinic of Bridgeton, Inc. | | Missouri |
| Renex Dialysis Clinic of Creve Coeur, Inc. | | Missouri |
| Renex Dialysis Clinic of Doylestown, Inc. | | Pennsylvania |
| Renex Dialysis Clinic of Maplewood, Inc. | | Missouri |
| Renex Dialysis Clinic of North Andover, Inc. | | Massachusetts |
| Renex Dialysis Clinic of Orange, Inc. | | New Jersey |
| Renex Dialysis Clinic of Penn Hills, Inc. | | Pennsylvania |
| Renex Dialysis Clinic of Philadelphia, Inc. | | Pennsylvania |
| Renex Dialysis Clinic of Pittsburgh, Inc. | | Pennsylvania |
| Renex Dialysis Clinic of Shaler, Inc. | | Pennsylvania |
| Renex Dialysis Clinic of South Georgia, Inc. | | Georgia |
| Renex Dialysis Clinic of St. Louis, Inc. | | Missouri |
| Renex Dialysis Clinic of Tampa, Inc. | | Florida |
| Renex Dialysis Clinic of Union, Inc. | | Missouri |
| Renex Dialysis Clinic of University City, Inc. | | Missouri |
| Renex Dialysis Clinic of Woodbury, Inc. | | New Jersey |
| Renex Dialysis Facilities, Inc. | | Mississippi |
| Renex Dialysis Homecare of Greater St. Louis, Inc. | | Missouri |
| Renex Management Services, Inc. | | Florida |
| Smyrna Dialysis Center, LLC | | Georgia |
| SSKG, Inc. | | Illinois |
| STAT Dialysis Corporation | | Delaware |
| Stone Mountain Dialysis Center, LLC | | Georgia |
| Stuttgart Dialysis, LLC | | Arkansas |
| Three Rivers Dialysis Services, LLC | | Delaware |
| West Palm Dialysis, LLC | | Georgia |
| Wharton Dialysis, Inc. | | Texas |
