**AMENDMENT    NO. 2**     THIS AMENDMENT NO. 2, dated as of January 31, 2008 (this    “Amendment”), of that certain Bank Credit    Agreement referenced below is by and among FRESENIUS MEDICAL    CARE AG & Co. KGaA, a German partnership limited by    shares (“FMCAG”), FRESENIUS MEDICAL CARE    HOLDINGS, INC., a New York corporation    (“FMCH”), and the other Borrowers identified    herein, the Guarantors identified herein, the Lenders party    hereto and BANK OF AMERICA, N.A., as Administrative Agent.    Capitalized terms used but not otherwise defined herein shall    have the meanings provided in the Bank Credit Agreement. **WITNESSETH**     WHEREAS, a $1.0 billion revolving credit facility has been    established pursuant to the terms of that certain Bank Credit    Agreement (as amended and modified, the “Bank Credit    Agreement”) and a $3.6 billion term loan credit    facility, consisting of a $1.85 billion Tranche A Term    Loan and a $1.75 billion Tranche B Term Loan, has been    established pursuant to the terms of that certain Term Loan    Credit Agreement (as amended and modified, the “Term    Loan Credit Agreement”), in each case, dated as of    March 31, 2006 by and among FMCAG, FMCH, and certain    subsidiaries and affiliates as borrowers and guarantors    identified therein, the lenders identified therein and Bank of    America, N.A., as Administrative Agent and Collateral Agent;     WHEREAS, the Borrowers have requested certain modifications to    the Bank Credit Agreement, including an amendment to increase    the aggregate amount of certain Indebtedness permitted under the    Bank Credit Agreement;     WHEREAS, the Lenders have agreed to the requested amendment on    the terms and conditions set forth herein and have directed 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 agree as follows:     1. Amendment of the Bank Credit Agreement.     1.1 Definitions.     (a) The following definitions are added to    Section 1.01 of the Bank Credit Agreement or, if already    contained therein, amended to read as follows:     “Amendment No. 2 Effectiveness Date” means    January 31, 2008.     “Euro Equivalent” means, at any time,    (a) with respect to any amount denominated in Euro, such    amount, and (b) with respect to any amount denominated in a    Foreign Currency (other than Euro), the equivalent amount    thereof in Euro as determined by the Administrative Agent (or,    with respect to Letters of Credit, as determined by the L/C    Issuer) at such time on the basis of the Spot Rate (determined    as of the most recent Revaluation Date) for the purchase of Euro    with such Foreign Currency.     “FMCF-V” means PREAFIN III S.à r.l.    (formerly known as FMC Finance S.à r.l. Luxembourg-V), a    private limited company (société à    responsabilité limitée) organized under the laws of    Luxembourg.     “Material Foreign Subsidiary” means    (i) FMCD, (ii) Fresenius Medical Care    Beteiligungsgesellschaft mbH, (iii) FMCF-V, (iv) FMC    Trust Finance S.à r.l. Luxembourg, (v) FMC    Trust Finance S.à r.l. Luxembourg-III, (vi) FMC    Finance S.à r.l. Luxembourg-IV, (vii) FMC    Finance II S.à r.l., (viii) National Medical Care    of Spain, S.A., (ix) Fresenius Medical Care US    Beteiligungsgesellschaft mbH, (x) Fresenius Medical Care US    Zwei Beteiligungsgesellschaft mbH, (xi) Fresenius Medical    Care US Drei Beteiligungsgesellschaft mbH, (xii) FMC    Finance III S.A., and (xiii) Fresenius Medical Care US    Zwei Vermögensverwaltungs GmbH & Co. KG.     (b) The defined term “Pro Forma Basis” is amended    by deleting the text ‘‘(other than the covenant    limiting Consolidated Capital Expenditures under    Section 8.11(c))” contained therein.     1.2 Pledge of Capital Stock. Subsection (a) of    Section 7.13 of the Bank Credit Agreement is amended as    follows:     (a) in the case of Subsidiaries of FMCAG (other than    Subsidiaries of FMCH), one hundred percent (100%) of the issued    and outstanding Capital Stock with ordinary voting power issued    to FMCAG or any of its Subsidiaries of (i) FMCH,    (ii) FMCD, (iii) FMCF-V, (iv) National Medical    Care of Spain, S.A., (v) Fresenius Medical Care Japan K.K.    and (vi) Fresenius Medical Care Italia S.p.A.;    provided that (1) in the case of the pledge of    Capital Stock in Foreign Subsidiaries on the Closing Date,    execution, notarization and recordation of local pledge    agreements, parallel debt agreements and such other acts    necessary or appropriate to give effect to the pledge under    local law, together with the delivery of local counsel opinions    in respect thereof, will be

 
    completed within ten (10) days of the Closing Date and    (2) in the case of a pledge of Capital Stock of a Foreign    Subsidiary, the Administrative Agent shall, in consultation with    FMCAG, do an analysis of the relative benefits associated with    the prospective pledge and where, in its reasonable discretion,    the Administrative Agent shall make a determination, taking into    account local custom and practice, that the costs, circumstances    and requirements under local law associated with the pledge    outweigh the relative benefits of the pledge, then in any such    case the pledge will not be required;     1.3 Senior Funded Debt. In Section 8.01 of the    Bank Credit Agreement, clauses (g) and (m) are amended    to read as follows:     (g) senior Funded Debt of FMCAG and its Subsidiaries in an    aggregate principal amount at any time outstanding of up to     (i) $500 million in senior notes, plus     (ii) an additional amount of $750 million (or, to the    extent that any such Indebtedness is denominated other than in    Dollars and not counted in the amount included in clause    (iii) below, the Dollar Equivalent thereof), plus     (iii) an additional amount of €750 million (or,    to the extent that any such Indebtedness is denominated other    than in Euro and not counted in the amount included in clause    (ii) above, the Euro Equivalent thereof, and including,    for purposes hereof, any additional Indebtedness under the    Schuldscheindarlehen and the EIB Loan in excess of that    permitted under clauses (m) and (n) below,    respectively);     * * * *     (m) in addition to Indebtedness otherwise permitted under    this Section 8.01, Indebtedness under the EIB Loan    in an aggregate principal amount not to exceed    €221 million and any refinancings, refundings,    renewals and extensions thereof; and     1.4 Financial Covenants. Section 8.11 of the    Bank Credit Agreement is amended by deleting subsection (c)    in its entirety.     2. Conditions Precedent. This Amendment shall become    effective upon prior or simultaneous satisfaction of the    following conditions, in form and substance reasonably    satisfactory to the Administrative Agent:     (a) receipt by the Administrative Agent of executed copies    of the consent and direction letter to this Amendment from the    Required Revolving Lenders and the Required Lenders;     (b) receipt by the Administrative Agent of executed copies    of the signature pages to this Amendment from the Credit Parties;     (c) Amendment No. 2 to the Term Loan Credit Agreement    shall be effective; and     (d) payment of all fees and expenses (including fees and    expenses of counsel to the Administrative Agent) in connection    with this Amendment.     The Administrative Agent will promptly notify the Credit Parties    and the Lenders when the conditions to the effectiveness of the    amendment provisions of Section 2 of this Amendment    have been met and will confirm that those provisions are    effective. The provisions of Section 1 shall not be    effective until the Administrative Agent shall have given such    confirmation.     3. Representations and Warranties; Defaults. The    Credit Parties affirm the following:     (a) all necessary action to authorize the execution,    delivery and performance of this Amendment has been    taken; and     (b) as of the date hereof, (i) the representations and    warranties set forth in Article VI of the Bank Credit    Agreement are true and correct in all material respects as of    the date hereof (except those which expressly relate to an    earlier period) and (ii) no Default or Event of Default    exists.     4. Guarantor Acknowledgment. Each Guarantor    acknowledges and consents to all of the terms and conditions of    this Amendment and agrees that this Amendment and all documents    executed in connection herewith do not operate to reduce or    discharge any Guarantor’s obligations under the Credit    Documents.