<PAGE>


                                 AMENDMENT NO. 1

                                       to

                      AMENDED AND RESTATED CREDIT AGREEMENT
                             dated February 21, 2003

                                      among

                     FRESENIUS MEDICAL CARE HOLDINGS, INC.,
                             a New York corporation,
                           FRESENIUS MEDICAL CARE AG,
                              a German corporation,
                                       and
             the other Borrowers and Guarantors identified therein,

                         the Lenders identified therein,

                                       and

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent





                        BANC OF AMERICA SECURITIES, LLC,
                   as Sole Lead Arranger and Sole Book Manager


<PAGE>


                                 AMENDMENT NO. 1

         THIS AMENDMENT NO. 1, dated as of August 22, 2003 (this "Amendment")
relating to the Amended and Restated Credit Agreement referenced below, by and
among FRESENIUS MEDICAL CARE AG ("FMCAG"), FRESENIUS MEDICAL CARE HOLDINGS, INC.
("FMCH"), certain subsidiaries and affiliates of FMCAG party to the Credit
Agreement and identified on the signature pages hereto, and BANK OF AMERICA,
N.A., as Administrative Agent for and on behalf of the Lenders. Capitalized
terms used but not otherwise defined shall have the meanings provided in the
Credit Agreement.

                               W I T N E S S E T H

         WHEREAS, a $1.5 billion credit facility has been extended to FMCAG,
FMCH and the other Borrowers identified therein (collectively, the "Borrowers")
pursuant to the terms of that Amended and Restated Credit Agreement dated as of
February 21, 2003 (as amended and modified, the "Credit Agreement") among the
Borrowers, the Guarantors and Lenders identified therein, and the Administrative
Agent;

         WHEREAS, the Borrowers have requested certain modifications to the
Credit Agreement, including a request for the Lenders to make available to the
Borrowers an additional term loan facility (the "Tranche C Term Loan"), the
proceeds of which will be applied by the Borrowers as a voluntary prepayment of
the Tranche B Term Loan, together with any interest accrued and any amounts due
pursuant to Section 3.05 of the Credit Agreement, as amended hereby, with
respect to the portion of the Tranche B Term Loan so prepaid;

         WHEREAS, the requisite Lenders pursuant to Section 11.01 of the Credit
Agreement have consented to the requested modifications on the terms and
conditions set forth herein and have authorized the Administrative Agent to
enter into this Amendment on their behalf;

         NOW, THEREFORE, IN CONSIDERATION of these premises 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 THE CREDIT AGREEMENT. The Credit Agreement is
hereby amended and modified in the following respects:

1.1      In Section 1.01 (Definitions):

         (a)      The following definitions are amended and modified as follows:

                  (i)      The definition of "Applicable Percentage" will be
         amended by adding a new sentence at the end thereof as follows:

                           With respect to the Tranche C Term Loan, the
                  Applicable Percentage shall be as set forth in the Tranche C
                  Term Loan Joinder Agreement.

                  (ii)     in the definition of "Credit Documents" the phrase
         "the Tranche C Term Loan Joinder Agreement," is inserted immediately
         following the reference therein to "the Notes,".

                  (iii)    in the definition of "Eligible Assignee", clause (i)
         of subsection (d) is amended to read as follows:

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                           (i) the Administrative Agent (and, to the extent
                  required by Section 11.07(b) with respect to any assignment of
                  Revolving Commitments, the L/C Issuers), and

                  (iv)     in the definition of "Interest Payment Date", in
         clauses (a) and (c) thereof, the references to "the Tranche A Term Loan
         and the Tranche B Term Loan" are, in each case, amended to read "the
         Tranche A Term Loan, the Tranche B Term Loan and the Tranche C Term
         Loan".

                  (v)      in the definition of "Interest Period", clause (C)
         thereof is amended to read as follows:

                           (C)      with respect to Revolving Commitments, no
                  Interest Period shall extend beyond the Termination Date, and
                  with respect to the Term Loans, no Interest Period shall
                  extend beyond the date of the final principal amortization
                  payment for such Term Loan.

                  (vi)     in the definition of "Outstanding Amount", a new
         clause (e) is added to read as follows:

                  and (e) with respect to the Tranche C Term Loan on any date,
                  the aggregate outstanding principal amount thereof after
                  giving effect to any prepayments or repayments of the Tranche
                  C Term Loan on such date.

         (b)      The following definitions are amended in their entirety to
read as follows:

                  "Domestic Swing Line Lender" means (a) Bank of America and (b)
         any other Lender that agrees to act as a Domestic Swing Line Lender
         hereunder, or in each case any successor in such capacity.

                  "Parallel Debt Agreement" means that certain Parallel Debt
         agreement dated as of the Closing Date between the Collateral Agent
         (and, pursuant to the power of attorney granted to the Collateral Agent
         by the Lenders pursuant to Section 11.22 hereof, each of the Lenders)
         and FMCAG (and, pursuant to the power of attorney granted to FMCAG by
         the other Credit Parties pursuant to Section 11.22 hereof, each other
         Credit Party), or any substantially similar agreement that creates an
         obligation of the Credit Parties (as debt acknowledgement or abstraktes
         Schuldanerkenntnis) in favor of the Collateral Agent under the Law of
         Germany, in each case as amended or modified from time to time.

                  "Term Loan" means the Tranche A Term Loan, the Tranche B Term
         Loan and the Tranche C Term Loan.

                  "Term Loan Commitments" means the Tranche A Term Loan
         Commitment, the Tranche B Term Loan Commitment and the Tranche C Term
         Loan Commitment.

                  "Term Notes" means the Tranche A Term Notes, the Tranche B
         Term Notes and the Tranche C Term Notes.

         (c)      The following definitions are added to read as follows:

                  "First Amendment Closing Date" means August 22, 2003.


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<PAGE>
                  "Required Tranche C Term Lenders" means, as of any date of
         determination, Lenders holding in the aggregate more than 50% of the
         Tranche C Term Loan; provided that the portion of the Tranche C Term
         Loan held or deemed held by any Defaulting Lender shall be excluded for
         purposes of making a determination of Required Tranche C Term Lenders.

                  "Tranche C Term Lenders" means, prior to funding of the
         Tranche C Term Loan, Lenders with Tranche C Term Loan Commitments, and
         after funding of the Tranche C Term Loan, Lenders holding a portion of
         the Tranche C Term Loan, together with their successors and permitted
         assigns.

                  "Tranche C Term Loan" shall have the meaning provided in
         Section 2.01(h).

                  "Tranche C Term Loan Commitment" means the commitment of each
         Tranche C Term Lender to make its portion of the Tranche C Term Loan
         hereunder as set forth in the Tranche C Term Loan Joinder Agreement;
         provided that, at any time after funding of the Tranche C Term Loan,
         determinations of "Required Lenders" and "Required Tranche C Term
         Lenders" shall be based on the outstanding principal balance of the
         Tranche C Term Loan.

                  "Tranche C Term Loan Commitment Percentage" means, for each
         Tranche C Term Lender, a fraction (expressed as a percentage carried to
         the ninth decimal place), the numerator of which is, prior to funding
         of the Tranche C Term Loan, the Dollar Equivalent of such Tranche C
         Term Lender's Tranche C Term Loan Committed Amount, and, after funding
         of the Tranche C Term Loan, the Dollar Equivalent of the principal
         amount of such Tranche C Term Lender's portion of the Tranche C Term
         Loan and the denominator of which is, prior to funding of the Tranche C
         Term Loan, the Dollar Equivalent of the aggregate principal amount of
         the Tranche C Term Loan Commitments, and, after funding of the Tranche
         C Term Loan, the Dollar Equivalent of the aggregate principal amount of
         the Tranche C Term Loan. The initial Tranche C Term Loan Commitment
         Percentages will be as set forth in the Tranche C Term Loan Joinder
         Agreement.

                  "Tranche C Term Loan Committed Amount" means, with respect to
         each Tranche C Term Lender, the amount of such Lender's Tranche C Term
         Loan Commitment. The initial Tranche C Term Loan Committed Amounts will
         be as set forth in the Tranche C Term Loan Joinder Agreement.

                  "Tranche C Term Loan Joinder Agreement" means the Tranche C
         Term Lender joinder agreement providing for the establishment of the
         Tranche C Term Loan, substantially in the form of Exhibit H.

                  "Tranche C Term Note" means the promissory notes given to each
         Tranche C Term Lender to evidence such Tranche C Term Lender's portion
         of the Tranche C Term Loan, as amended, restated, modified,
         supplemented, extended, renewed or replaced. A form of Tranche C Term
         Note is attached as Exhibit C-4.

         1.2      Clause (c) of Section 2.01 (Domestic Swing Line Commitment) is
amended by replacing the first reference to "the Domestic Swing Line Lender"
with "each of the Domestic Swing Line Lenders" and by replacing the second
reference to "the Domestic Swing Line Lender" with "the applicable Domestic
Swing Line Lender".

         1.3      A new clause (h) is added to the end of Section 2.01
(Commitments) to read as follows:



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<PAGE>

                  (h)      Tranche C Term Loan Commitment. On or after the First
         Amendment Closing Date, FMCH and FMCAG may, upon written notice to the
         Administrative Agent and the Tranche C Term Lenders pursuant to the
         terms hereof and the Tranche C Term Loan Joinder Agreement, agree with
         one or more Tranche C Term Lenders for such Tranche C Term Lenders to
         severally make a new term loan (the "Tranche C Term Loan"), provided
         that:

                           (i)      the Tranche C Term Lenders shall be any
                  combination of existing Lenders or other commercial banks and
                  financial institutions chosen or arranged by the Borrower and
                  reasonably acceptable to the Administrative Agent, which
                  Lenders and such other commercial banks and financial
                  institutions shall join in this Credit Agreement as Tranche C
                  Term Lenders by Tranche C Term Loan Joinder Agreement or by
                  other arrangement reasonably acceptable to the Administrative
                  Agent and FMCAG;

                           (ii)     the aggregate principal amount of the
                  Tranche C Term Loan shall be not more than the Dollar
                  Equivalent of Four Hundred Million Dollars ($400,000,000);

                           (iii)    the Applicable Percentage for the Tranche C
                  Term Loan shall be subject to mutual agreement of the Tranche
                  C Term Lenders and the Borrowers and shall be set forth in the
                  Tranche C Term Loan Joinder Agreement;

                           (iv)     the final maturity date for the Tranche C
                  Term Loan shall be not sooner than the final maturity date for
                  the Tranche B Term Loan (February 21, 2010);

                           (v)      the Administrative Agent shall have received
                  for the benefit of the Tranche C Term Lenders, opinions of
                  counsel to the Borrowers and the Guarantors in form and
                  substance satisfactory to the Administrative Agent and the
                  Tranche C Term Lenders;

                           (vi)     to the extent reasonably necessary in the
                  judgment of the Administrative Agent, amendments to each
                  foreign Pledge Agreement and the Parallel Debt Agreement
                  and/or delivery of any substantially similar agreement that
                  creates an obligation of the Credit Parties (as debt
                  acknowledgment or abstraktes Schuldanerkenntnis), in each case
                  in a manner satisfactory to the Administrative Agent;

                           (vii)    on the date of the funding of the Tranche C
                  Term Loan, the conditions to the making of Credit Extensions
                  in Section 5.02 shall be satisfied; and

                           (viii)   the Borrower shall have paid the reasonable
                  expenses of the Administrative Agent and reasonable fees and
                  expenses of counsel to the Administrative Agent, including
                  foreign counsel, in connection with establishment of the
                  Tranche C Term Loan, to the extent required to be paid
                  pursuant to the terms thereof.

         The Tranche C Term Loan may consist of Base Rate Loans, Eurocurrency
         Rate Loans or a combination thereof, as the applicable Borrower may
         request. Amounts repaid on the Tranche C Term Loan may not be
         reborrowed.

         1.4      In Section 2.02 (Borrowings, Conversions and Continuations of
Loans), subsection (e) is amended by deleting the word "and" at the end of
clause (iii), inserting the word "and" immediately following clause (iv), and
adding a new clause (v) immediately prior to the proviso at the end thereof to
read as follows:



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<PAGE>

                  (v) there shall not be more than five Interest Periods in
         effect with respect to the Tranche C Term Loan

         1.5      In Section 2.05 (Repayment of Loans), a new subsection (f) is
added at the end to read as follows:

                  (f)      Tranche C Term Loan. Subject to Section 2.06(b)(vi),
         the Borrowers shall repay to the Lenders the principal amount of the
         Tranche C Term Loan in quarterly installments as provided in the
         Tranche C Term Loan Joinder Agreement.

         1.6      In Section 2.06(a) (Voluntary Prepayments), subsection (ii) is
amended by inserting the word "applicable" immediately before each reference to
"Domestic Swing Line Lender" and subsection (iii) is amended and replaced in its
entirety to read as follows:

                  (iii)    any voluntary prepayments on the Term Loans shall be
         applied as set forth in Section 2.06(c)(i).

         1.7      In Section 2.06(b) (Mandatory Prepayments), a new subsection
(vi) is added to read as follows:

                  (vi)     Tranche C Term Loan. The Tranche C Term Loan will be
         prepaid in full on October 31, 2007, if the $450 million 7.875% Trust
         Preferred Securities due February 1, 2008 and the DM300 million 7.375%
         Trust Preferred Securities due February 1, 2008 are not repaid (with
         the consent of the Required Lenders hereunder), or refinanced or the
         maturity date thereof extended by October 1, 2007, in either case, to a
         date that is at least seven and one-half years after the Closing Date.

         1.8      Section 2.06(c)(i) (Application of Voluntary Prepayments) is
replaced in its entirety to read as follows:

                  (i)      Voluntary Prepayments. Voluntary prepayments shall be
         applied as specified by the Borrowers; provided that (A) any voluntary
         prepayment on the Term Loans shall be applied pro rata to the Tranche A
         Term Loan and the Tranche B Term Loan, except for any voluntary
         prepayment on the Term Loans made from the proceeds of the advance of
         the Tranche C Term Loan or otherwise contemporaneously therewith which
         shall be applied first to the payment of the Tranche B Term Loan, (B)
         following repayment in full of the Tranche B Term Loan, any voluntary
         prepayment on the Term Loans shall be applied pro rata to the Tranche A
         Term Loan and the Tranche C Term Loan, (C) prepayments on the Tranche A
         Term Loan shall be applied pro rata to remaining principal amortization
         installments thereunder, (D) prepayments on the Tranche B Term Loan
         shall be applied to remaining principal amortization installments in
         inverse order of maturity and (E) prepayments on the Tranche C Term
         Loan shall be applied to remaining principal amortization installments
         in inverse order of maturity. Voluntary prepayments on the Loan
         Obligations will be paid by the Administrative Agent to the Lenders
         ratably in accordance with their respective interests therein.

         1.9      In Section 2.06(c)(ii) (Application of Mandatory Prepayments),
subsection (B) is amended to read as follows:

                  (B)      Mandatory prepayments in respect of Dispositions
         under subsection (b)(ii) above, Debt Transactions under subsection
         (b)(iii) and Securitization Transactions under subsection (b)(iv) above
         shall be applied first to the Term Loans until paid in full, and then
         to the Revolving Obligations. Mandatory prepayments on the Term Loans
         shall be applied pro rata to




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<PAGE>

         the Tranche A Term Loan and the Tranche B Term Loan; provided that,
         following the repayment in full of the Tranche B Term Loan, mandatory
         prepayments on the Term Loans shall be applied pro rata to the Tranche
         A Term Loan and the Tranche C Term Loan. Prepayments on the Tranche A
         Term Loan shall be applied pro rata to remaining principal amortization
         installments thereunder and prepayments on the Tranche B Term Loan or
         the Tranche C Term Loan shall, in each case, be applied to remaining
         principal amortization installments thereunder in inverse order of
         maturity.

         1.10     Section 2.09 (Additional Provisions relating to Domestic Swing
Line Loans) is amended as follows:

                  (a)      Clause (a) (Borrowing Procedures) and clause (c)
         (Repayment of Participations) are amended by inserting the word
         "applicable" immediately before each reference to "Domestic Swing Line
         Lender" therein.

                  (b)      Clause (b) (Refinancing of Domestic Swing Line Loans)
         is amended by (i) replacing the first sentence in clause (i) thereof to
         read as follows, and (ii) by inserting the word "applicable"
         immediately before each other reference to "Domestic Swing Line Lender"
         therein:

                           (i)      Each Domestic Swing Line Lender at any time
                  in its sole and absolute discretion may request, on behalf of
                  the applicable Borrower (and such Borrower hereby irrevocably
                  authorizes the Domestic Swing Line Lenders to so request on
                  its behalf), that each Revolving Lender make a Committed
                  Revolving Loan that is a Base Rate Loan in an amount equal to
                  such Lender's Revolving Commitment Percentage of the amount of
                  Domestic Swing Line Loans made by such Domestic Swing Line
                  Lender then outstanding.

                  (c)      Clause (d) (Interest for Account of Domestic Swing
         Line Lender) and clause (e) Payments Directly to Domestic Swing Line
         Lender) are amended and replaced in their entireties to read as
         follows:

                           (d)      Interest for Account of Domestic Swing Line
                  Lender. Each Domestic Swing Line Lender will be responsible
                  for invoicing the Borrowers for interest on the Domestic Swing
                  Line Loans made by such Domestic Swing Line Lender. Until each
                  Revolving Lender funds its Committed Revolving Loan or risk
                  participation pursuant to this Section 2.09 to refinance such
                  Lender's Revolving Commitment Percentage of such Domestic
                  Swing Line Loans, interest in respect thereof shall be solely
                  for the account of such Domestic Swing Line Lender.

                           (e)      Payments Directly to Domestic Swing Line
                  Lender. The Borrowers shall make all payments of principal and
                  interest in respect of the Domestic Swing Line Loans made by
                  any Domestic Swing Line Lender directly to such Domestic Swing
                  Line Lender.

         1.11     In Section 2.13 (Evidence of Debt), in subsection (a) the
next-to-last sentence is amended to read as follows:

         The Borrowers shall execute and deliver to the Administrative Agent (i)
         a Revolving Note for each Revolving Lender that so requests, (ii) a
         Tranche A Term Note for each Tranche A Term Lender that so requests,
         (iii) a Tranche B Term Note for each Tranche B Term Lender that so
         requests and (iv) a Tranche C Term Note for each Tranche C Term Lender
         that so requests, which Notes, in addition to such accounts or records,
         shall evidence such Lender's Loans.



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<PAGE>

         1.12     In Section 2.14 (Payments Generally), the next-to-last
sentence in subsection (a) is amended to renumber clause "(iv)" as "(v)" and to
add a new clause (iv) to read as follows:

                  (iv) with respect to such payments on the Tranche C Term Loan,
         its Tranche C Term Loan Commitment Percentage thereof, and

         1.13     In Section 8.01 (Indebtedness), clause (i) of the proviso in
subsection (j) is amended to read as follows:

                  (i) the maturity date for any such debt is not earlier than
         the maturity date of the Tranche C Term Loan,

         1.14     In Section 11.01 (Amendments), subsections "(e)", "(f)" and
"(g)" of are renumbered as subsections "(f)", "(g)" and "(h)" respectively, and
a new clause (e) is added to read as follows:

                  (e)      unless also signed by the Required Tranche C Term
         Lenders, no such amendment, waiver or consent shall:

                           (i)      amend or waive any mandatory prepayment on
                  the Tranche C Term Loan Obligations under Section 2.06(b) or
                  the manner of application thereof to the Tranche C Term Loan
                  Obligations under Section 2.06(c), or

                           (ii)     amend or waive the provisions of this
                  Section 11.01(e) or the definition of "Required Tranche C Term
                  Lenders";

         1.15     In Section 11.07 (Successors and Assigns), clause (ii) of the
proviso in subsection (b) is replaced in its entirety to read as follows:

                  (ii) any assignment of a Commitment must be approved by the
         Administrative Agent and, in the case of any assignment of a Revolving
         Commitment, the L/C Issuers (each such approval not to be unreasonably
         withheld or delayed) unless the Person that is the proposed assignee is
         itself a Lender or an Affiliate of a Lender (whether or not the
         proposed assignee would otherwise qualify as an Eligible Assignee);

         1.16     Clause (h) of Section 11.07 (Successors and Assigns) is
amended as follows:

                  (a)      The first sentence thereof is amended and replaced in
         its entirety to read as follows:

                  (i) if any Domestic Swing Line Lender at any time assigns all
                  of its Commitment and Loans pursuant to subsection (b) above,
                  such Swing Line Lender may, upon thirty days' notice to the
                  Borrowers, resign as a Domestic Swing Line Lender,

                  (b)      The third and fourth sentences thereof are amended
         and replaced in their entirety to read as follows:

                  If any Domestic Swing Line Lender resigns as a Domestic Swing
                  Line Lender, it shall retain all the rights of a Domestic
                  Swing Line Lender provided for hereunder with respect to
                  Domestic Swing Line Loans made by it and outstanding as of the
                  effective date of such resignation, including the right to
                  require the Lenders to make Revolving Loans or fund risk
                  participations in outstanding Domestic Swing Line Loans made
                  by it



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<PAGE>

                  pursuant to Section 2.09(b). In the event of any such
                  resignation as Domestic Swing Line Lender, the Borrowers shall
                  be entitled to appoint from among the Lenders a successor
                  Domestic Swing Line Lender hereunder; provided, however, that
                  no failure by the Borrowers to appoint any such successor
                  shall affect the resignation of such Domestic Swing Line
                  Lender.

         1.17     In Section 11.22 (Power of Attorney), subsections (a) and (b)
are replaced in their entirety to read as follows:

                  (a)      Without limiting any other authority granted to the
         Collateral Agent herein or in any other Credit Document, each Lender
         hereby specifically authorizes the Collateral Agent to enter into, as
         agent on behalf of the Lenders (with the effect that each Lender shall
         become a party thereunder), and/or amend, as agent on behalf of the
         Lenders, (i) any Pledge Agreements governed by German Law and (ii) the
         Parallel Debt Agreement or any substantially similar agreement that
         creates an obligation of the Credit Parties (as debt acknowledgement or
         abstraktes Schuldanerkenntnis) in favor of the Collateral Agent under
         German Law. The authorization granted herein comprises any action or
         declaration the Collateral Agent may deem necessary in connection with
         such Pledge Agreements (including any action or declaration that the
         Collateral Agent deems to be necessary in order to create and continue
         a valid Pledge Agreement governed by German Law), the Parallel Debt
         Agreement or any substantially similar agreement that creates an
         obligation of the Credit Parties (as debt acknowledgement or abstraktes
         Schuldanerkenntnis) in favor of the Collateral Agent under German Law
         (including any action or declaration that the Collateral Agent deems to
         be necessary in order to create and continue valid obligations under
         such agreements governed by German Law). The Collateral Agent is
         explicitly exempt from any restriction to act for various parties to
         such Pledge Agreements, the Parallel Debt Agreement or such similar
         agreements. The Collateral Agent has the power to sub-delegate its
         powers as agent of each of the Lenders granted by this Section 11.22(a)
         to third parties.

                  (b)      The Credit Parties hereby specifically authorize and
         instruct FMCAG to enter into, as agent on behalf of the Credit Parties
         (with the effect that each Credit Party shall become a party
         thereunder), and/or amend, as agent of behalf of the Credit Parties,
         the Parallel Debt Agreement or any substantially similar agreement that
         creates an obligation of the Credit Parties (as debt acknowledgement or
         abstraktes Schuldanerkenntnis) in favor of the Collateral Agent under
         German Law. The authorization granted herein comprises any action or
         declaration FMCAG may deem necessary in connection with such agreements
         (including any action or declaration that FMCAG deems to be necessary
         in order to create and continue valid obligations under such agreements
         governed by German Law). FMCAG has the power to sub-delegate its powers
         as agent of each of the Credit Parties granted by this Section 11.22(b)
         to third parties.

         1.18     Schedule 2.01 (Commitments and Commitment Percentages) will be
amended as of the date of the Tranche C Term Loan Joinder Agreement to set forth
the Tranche C Term Loan Commitments and initial Tranche C Term Loan Commitment
Percentages according to the terms set out in the Tranche C Term Loan Joinder
Agreement.

         1.19     Exhibit A-1 (Form of Loan Notice) is replaced in its entirety
with Exhibit A-1 attached hereto.

         1.20     A new Exhibit C-4 (Form of Tranche C Term Note) is added in
the form of Exhibit C-4 attached hereto.



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<PAGE>

         1.21     Exhibit G (Form of Assignment and Assumption Agreement) is
replaced in its entirety with Exhibit G attached hereto.

         1.22     A new Exhibit H (Form of Tranche C Term Loan Joinder
Agreement) is added in the form of Exhibit H. -

         SECTION 2  CONSENT. Consent is hereby given to waive the voluntary
prepayment notice provisions of Section 2.06(a)(i) with respect to the voluntary
prepayment in full by the Borrowers to be made to the Tranche B Term Loan on the
date the Tranche C Term Loan is advanced pursuant to the terms of the Credit
Agreement.

         SECTION 3  CONDITIONS PRECEDENT. The effectiveness of this Amendment is
subject to receipt by the Administrative Agent of the following, each in form
and substance satisfactory to the Administrative Agent:

                  (a)      copies of this Amendment executed by each of the
         Borrowers and the Guarantors;

                  (b)      the consent of the Required Lenders;

                  (c)      the consent of the Required Tranche A Term Lenders;

                  (d)      opinions of counsel to the Borrowers and the
         Guarantors; and

                  (e)      payment of the reasonable fees and expenses of
         counsel to the Administrative Agent (including Moore & Van Allen, PLLC
         and foreign counsel) relating to the Credit Agreement and this
         Amendment.

         SECTION 4 MISCELLANEOUS.

         4.1      Except as modified hereby, all of the terms and provisions of
the Credit Agreement (including Schedules and Exhibits) remain in full force and
effect.

         4.2      The Credit Parties hereby affirm (a) the representations and
warranties set forth in Article VI of the Credit Agreement are true and correct
as of the date hereof (except those which expressly relate to an earlier period)
and (b) no Default or Event of Default exists as of the date hereof.

         4.3      The Credit Parties hereby affirm the liens and security
interests created and granted in the Credit Documents and agree that this
Amendment is not intended to adversely affect or impair such liens and security
interests in any manner.

         4.4      Each Guarantor (a) acknowledges and consents to all of the
terms and conditions of this Amendment, (b) affirms such Guarantor's obligations
under the Credit Documents and (c) agrees that this Amendment does not operate
to reduce or discharge such Guarantor's obligations under the Credit Documents.

         4.5      FMCAG agrees to pay all reasonable fees and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of Moore & Van Allen, PLLC and of foreign counsel to the Administrative Agent.



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<PAGE>

         4.6      This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original and it
shall not be necessary in making proof of this Amendment to produce or account
for more than one such counterpart. Delivery by any party hereto of an executed
counterpart of this Amendment by facsimile shall be effective as such party's
original executed counterpart and shall constitute a representation that such
party's original executed counterpart will be delivered promptly.

         4.7      THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.


                  [remainder of page intentionally left blank]




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<PAGE>






         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.


BORROWERS AND GUARANTORS:          FRESENIUS MEDICAL CARE AG, a German
                                   corporation, as a Borrower and as a
                                   Guarantor

                                   By: /s/ Dr. Emanuele Gatti
                                       ---------------------------------
                                   Name: Dr. Emanuele Gatti
                                   Title: Member of the Management Board

                                   By: /s/ Dr. Rainer Runte
                                       ----------------------------------------
                                   Name: Dr. Rainer Runte
                                   Title: Deputy Member of the Management Board

                                   FRESENIUS MEDICAL CARE HOLDINGS, INC., a New
                                   York corporation, as a Borrower and as a
                                   Guarantor

                                   By: /s/ Mark Fawcett
                                       ----------------------------------------
                                   Name: Mark Fawcett
                                   Title: Assistant Treasurer

                                   FMC FINANCE II S.a.r.l., a private limited
                                   company (societe a responsabilite limitee)
                                   organized under the laws of Luxembourg, as a
                                   Borrower and as a Guarantor

                                   By: /s/ Dr. Andrea Stopper
                                      -----------------------------------------
                                   Name: Dr. Andrea Stopper
                                   Title: Member of the Board of Directors

                                   By: /s/ Gabriele Dux
                                       ----------------------------------------
                                   Name: Gabriele Dux
                                   Title: Member of the Board of Directors







                                                       FRESENIUS MEDICAL CARE AG
                                                                 AMENDMENT NO. 1


<PAGE>


GUARANTORS:                        NATIONAL MEDICAL CARE, INC., a Delaware
                                   corporation

                                   By: /s/ Mark Fawcett
                                       ----------------------------------------
                                   Name: Mark Fawcett
                                   Title: Treasurer

                                   FRESENIUS MEDICAL CARE DEUTSCHLAND GmbH, a
                                   German corporation

                                   By: /s/ Roberto Fuste
                                       ----------------------------------------
                                   Name: Roberto Fuste
                                   Title: Member of the Board of Directors

                                   By: /s/ Rolf Groos
                                       ----------------------------------------
                                   Name: Rolf Groos
                                   Title: Member of the Board of Directors

                                   FMC TRUST FINANCE S.a.r.l. LUXEMBOURG, a
                                   private limited company (societe a
                                   responsabilite limitee) organized under the
                                   laws of Luxembourg

                                   By: /s/ Dr. Andrea Stopper
                                       ----------------------------------------
                                   Name: Dr. Andrea Stopper
                                   Title: Managing Director

                                   FMC TRUST FINANCE S.a.r.l. LUXEMBOURG-III, a
                                   private limited company (societe a
                                   responsabilite limitee) organized under the
                                   laws of Luxembourg

                                   By: /s/ Gabriele Dux
                                       ----------------------------------------
                                   Name: Gabriele Dux
                                   Title: Managing Director



<PAGE>


GUARANTORS:                        BIO-MEDICAL APPLICATIONS MANAGEMENT COMPANY,
                                   INC., a Delaware corporation,
                                   BIO-MEDICAL APPLICATIONS OF ARIZONA, INC., a
                                   Delaware corporation,
                                   BIO-MEDICAL APPLICATIONS OF CALIFORNIA, INC.,
                                   a Delaware corporation,
                                   BIO-MEDICAL APPLICATIONS OF LOUISIANA, LLC,
                                   a Delaware limited liability company,
                                   BIO-MEDICAL APPLICATIONS OF MAINE, INC., a
                                   Delaware corporation,
                                   BIO-MEDICAL APPLICATIONS OF NEW MEXICO, INC.,
                                   a Delaware corporation,
                                   BIO-MEDICAL APPLICATIONS OF NEW YORK, INC.,
                                   a Delaware corporation,
                                   BIO-MEDICAL APPLICATIONS OF NORTH CAROLINA,
                                   INC., a Delaware corporation,
                                   BIO-MEDICAL APPLICATIONS OF PENNSYLVANIA,
                                   INC., a Delaware corporation,
                                   BIO-MEDICAL APPLICATIONS OF SOUTH CAROLINA,
                                   INC., a Delaware corporation,
                                   BIO-MEDICAL APPLICATIONS OF TEXAS, INC., a
                                   Delaware corporation,
                                   EVEREST HEALTHCARE HOLDINGS, INC., a Delaware
                                   corporation,
                                   FRESENIUS USA MANUFACTURING, INC., a Delaware
                                   corporation,
                                   FRESENIUS USA MARKETING, INC., a Delaware
                                   corporation,
                                   FRESENIUS USA, INC., a Massachusetts
                                   corporation,
                                   SPECTRA LABORATORIES, INC., a Nevada c
                                   orporation

                                   By: /s/ Mark Fawcett
                                       -----------------------------------------
                                   Name: Mark Fawcett
                                   Title: Treasurer
                                            for each of the foregoing







                                                       FRESENIUS MEDICAL CARE AG
                                                                 AMENDMENT NO. 1

<PAGE>



ADMINISTRATIVE AGENT:              BANK OF AMERICA, N.A., as Administrative
                                   Agent for and on behalf of the Lenders


                                   By: /s/ Cassandra McCain
                                       ----------------------------------------
                                   Name: Cassandra McCain
                                   Title: Officer










                                                       FRESENIUS MEDICAL CARE AG
                                                                 AMENDMENT NO. 1