exv10w1



 




Exhibit 10.1




SECOND AMENDMENT TO




SUBORDINATED LOAN NOTE



     
By this Allonge (this “Allonge”), to the
Subordinated Loan Note dated as of May 18, 1999 by the
undersigned Borrowers in favor of Fresenius AG, a German
corporation, in the maximum principal amount of $400,000,000 (as
amended by an Allonge dated as of September 29, 2003, the
“Note”) the Borrowers and the Lender hereby
agree as follows:






		
	 	     
    1. All capitalized terms used herein without definition
    shall have the meanings assigned thereto in the Note.
	 
	 	     
    2. The reference to “October 31, 2007” in
    paragraph 2 of the Note is hereby deleted and replaced by a
    reference to “February 28, 2010”.
	 
	 	     
    3. The pricing matrix set forth in paragraph 4 of the
    Note is hereby amended as of December 23, 2004 to reflect
    the change in pricing under the Amended and Restated Credit
    Agreement which took effect under Amendment No. 3 thereto:




	 	 	 	 	 	 	 
	Pricing Level	 	Consolidated Leverage Ratio	 	Margin	
	 	 	 	 	 	
	
    
    I

    	 	
    >3.5:1.0	 	 	1.20%	 
	
    
    II

    	 	
    >3.0:1.0 but£ 3:5:1.0	 	 	1.20%	 
	
    
    III

    	 	
    >2.5:1.0 but£ 3.0:1.0	 	 	0.95%	 
	
    
    IV

    	 	
    >2.0:1.0 but£ 2.5:1.0	 	 	0.75%	 
	
    
    V

    	 	
    >1.5:1.0 but£ 2.0:1.0	 	 	0.675%	 
	
    
    VI

    	 	
    £1.5:1.0	 	 	0.6%	 







		
	 	     
    4. THE BORROWERS HEREBY COVENANT AND AGREE, AND THE
    LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY COVENANTS AND AGREES,
    THAT, TO THE EXTENT AND IN THE MANNER HEREINAFTER SET FORTH THE
    PAYMENT OF THE PRINCIPAL OF THE INDEBTEDNESS EVIDENCED BY THE
    NOTE (AS AMENDED HEREBY AND AS IN EFFECT FROM TIME TO TIME)
    AND ANY INTEREST PAYABLE IN RESPECT THEREOF ARE HEREBY EXPRESSLY
    MADE SUBORDINATE AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR
    PAYMENT IN FULL OF ALL AMOUNTS THEN DUE AND PAYABLE IN RESPECT
    OF ALL PREFERRED INDEBTEDNESS.
	 
	 	     
    5. To the extent not expressly modified hereby, all
    provisions of the Note remain in full force and effect.
	 
	 	     
    6. This Allonge, which may be attached to the Note, shall
    be governed by and shall be construed and enforced in accordance
    with the laws of New York without regard to conflicts of laws
    principles.



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IN WITNESS WHEREOF, this Allonge has been executed as of
December 23, 2004.






		
	 	
    NATIONAL MEDICAL CARE, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     ALABAMA, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     CONNECTICUT, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     FAYETTEVILLE, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     FLORIDA, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer



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    BIO-MEDICAL APPLICATIONS OF 

     GEORGIA, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     INDIANA, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     KENTUCKY, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     LOUISIANA, LLC






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     MARYLAND, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer



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    BIO-MEDICAL APPLICATIONS OF 

     MASSACHUSETTS, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     MISSISSIPPI, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     MISSOURI, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS 

     OF NEW JERSEY, INC. 

     (for itself and as successor by merger to 

     Bio-Medical Applications of Jersey City, Inc.)






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer
	 
	 	
    BIO-MEDICAL APPLICATIONS OF 

     NORTH CAROLINA, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:   Treasurer



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    BIO-MEDICAL APPLICATIONS OF OHIO, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:  Treasurer











		
	 	
    BIO-MEDICAL APPLICATIONS OF
	 	
    OKLAHOMA, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:  Treasurer











		
	 	
    BIO-MEDICAL APPLICATIONS OF
	 	
    PENNSYLVANIA, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:  Treasurer











		
	 	
    BIO-MEDICAL APPLICATIONS OF
	 	
    SOUTH CAROLINA, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:  Treasurer











		
	 	
    BIO-MEDICAL APPLICATIONS OF TEXAS, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:  Treasurer



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    BIO-MEDICAL APPLICATIONS OF
	 	
    VIRGINIA, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:  Treasurer











		
	 	
    BIO-MEDICAL APPLICATIONS OF
	 	
    WISCONSIN, INC.






			
	 	By: 	
    /s/ Mark Fawcett



		
	 	
     

	 	
    Name: Mark Fawcett
	 	
    Title:  Treasurer









ACKNOWLEDGED AND AGREED:






		
		
    FRESENIUS AG




	 	 	 	 	 	 	 
	
    
    By:

    	 	
    /s/ Karl Schwab	 	
    By:	 	
    /s/ Dietmar Blumenhagen
	 	 	 	 	 	 	 
	 	 	
    Name: Karl Schwab	 	 	 	
    Name: Dr. Dietmar Blumenhagen
	 	 	
    Title:  Senior Vice President Finance	 	 	 	
    Title:  Treasurer




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