20-F

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TABLE OF CONTENTS
INDEX OF FINANCIAL STATEMENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)
o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
or
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to
or
o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report

Commission file number 001-32749

FRESENIUS MEDICAL CARE AG & Co. KGaA
(Exact name of Registrant as specified in its charter)

FRESENIUS MEDICAL CARE AG & Co. KGaA
(Translation of Registrant's name into English)

Germany
(Jurisdiction of incorporation or organization)

Else-Kröner Strasse 1, 61352 Bad Homburg, Germany
(Address of principal executive offices)

Josef Dinger, +49 6172 608 2522, Josef.Dinger@FMC-AG.com,
Else-Kröner Strasse 1, 61352 Bad Homburg, Germany
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
American Depositary Shares representing Preference Shares	New York Stock Exchange
Preference Shares, no par value	New York Stock Exchange(1)
American Depositary Shares representing Ordinary Shares	New York Stock Exchange
Ordinary Shares, no par value	New York Stock Exchange(1)

(1)

Not for trading, but only in connection with the registration of American Depositary Shares representing such shares.

           Securities registered or to be registered pursuant to Section 12(g) of the Act: None

           Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 6⁷/8% Senior Notes due 2017

           Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

Preference Shares, no par value: 3,973,333
Ordinary Shares, no par value: 302,739,758

           Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Security Act. ý Yes    o No

           If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes    ý No

           Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

           Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ý Yes    o No

           Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes    o No

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o

           Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

ý U.S. GAAP        o International Financial Reporting Standards as issued by        o Other
the International Accounting Standards Board

           If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

           o Item 17                o Item 18

           If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes                ý No

TABLE OF CONTENTS

			Page
INTRODUCTION
PART I
Item 1.	N/A	Identity of Directors, Senior Management and Advisors		3
Item 2.	N/A	Other Statistics and Expected Timetable		3
Item 3.		Key Information		3
Item 4.		Information on the Company		13
Item 4A.	N/A	Unresolved Staff Comments		57
Item 5.		Operating and Financial Review and Prospects		57
Item 6.		Directors, Senior Management and Employees		81
Item 7.		Major Shareholders and Related Party Transactions		99
Item 8.		Financial Information		104
Item 9.		The Offer and Listing Details		105
Item 10.		Additional Information		107
Item 11.		Quantitative and Qualitative Disclosures About Market Risk		122
Item 12.		Description of Securities other than Equity Securities		126
PART II
Item 13.	N/A	Defaults, Dividend Arrearages and Delinquencies		128
Item 14.		Material Modifications to the Rights of Security Holders and Use of Proceeds		128
Item 15A.		Disclosure Controls and Procedures		128
Item 15B.		Management's annual report on internal control over financial reporting		128
Item 15C.		Attestation report of the registered public accounting firm		129
Item 15D.		Changes in Internal Control over Financial Reporting		129
Item 16A.		Audit Committee Financial Expert		129
Item 16B.		Code of Ethics		129
Item 16C.		Principal Accountant Fees and Services		130
Item 16D.	N/A	Exemptions from the Listing Standards for Audit Committees		131
Item 16E.		Purchase of Equity Securities by the Issuer and Affiliated Purchaser		131
Item 16F.	N/A	Change in Registrant's Certifying Accountant		131
Item 16G.		Corporate Governance		131
PART III
Item 17.	N/A	Financial Statements		139
Item 18.		Financial Statements		139
Item 19.		Exhibits		139

i

Certain Defined Terms

        In this report, (1) the "Company" refers to both Fresenius Medical Care AG prior to the transformation of legal form discussed in Item 4.A, "Information on the Company – History and Development of the Company – History" below and to Fresenius Medical Care AG & Co. KGaA after the transformation; (2) "we", "us" and "our" refers either to the Company or the Company and its subsidiaries on a consolidated basis both before and after the transformation, as the context requires; (3) "Fresenius Medical Care AG" and "FMC-AG" refers to the Company as a German stock corporation before the transformation of legal form and "FMC-AG & Co. KGaA" refers to the Company as a German partnership limited by shares after the transformation and (4) "FMCH" and "D-GmbH" refer, respectively, to Fresenius Medical Care Holdings, Inc., the holding company for our North American operations and to Fresenius Medical Care Deutschland GmbH, one of our German subsidiaries. In addition, "Fresenius SE" refers to Fresenius SE & Co. KGaA, a German partnership limited by shares resulting from the change of legal form of Fresenius SE (effective as of January 2011), a European Company (Societas Europaea) previously called Fresenius AG, a German stock corporation. Fresenius SE owns 100% of the share capital of our general partner and 94,380,382 of our ordinary shares as of February 18, 2013, 31.2% based on 302,758,365 outstanding shares, as reported herein (prior to the transformation of our legal form, it held approximately 51.8% of our voting shares). In this report, we use Fresenius SE to refer to that company as a partnership limited by shares, effective on and after January 28, 2011, as well as both before and after the conversion of Fresenius AG from a stock corporation into a European Company on July 13, 2007. The phrase "Fresenius SE and its subsidiaries" refers to Fresenius SE and all of the companies of the Fresenius SE group, other than FMC-AG & Co. KGaA and the subsidiaries of FMC-AG & Co. KGaA. Each of "Management AG", "FMC Management AG" and the "General Partner" refers to Fresenius Medical Care Management AG, FMC-AG & Co. KGaA's general partner and a wholly owned subsidiary of Fresenius SE. "Management Board" and "our Management Board" refer to the management board of Management AG and, except as otherwise specified, "Supervisory Board" and "our Supervisory Board" refer to the supervisory board of FMC-AG & Co. KGaA. The term "North America Segment" refers to our North America operating segment. The term "International Segment" refers to our combined International and Asia-Pacific operating segments. All references in this report to the notes to our financial statements are to the Notes to Consolidated Financial Statements included in this report.

Forward-looking Statements

        This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this report, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated, and future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements contained elsewhere in this report. We have based these forward-looking statements on current estimates and assumptions made to the best of our knowledge. By their nature, such forward-looking statements involve risks, uncertainties, assumptions and other factors which could cause actual results, including our financial condition and profitability, to differ materially and be more negative than the results expressly or implicitly described in or suggested by these statements. Moreover, forward-looking estimates or predictions derived from third parties' studies or information may prove to be inaccurate. Consequently, we cannot give any assurance regarding the future accuracy of the opinions set forth in this report or the actual occurrence of the developments described herein. In addition, even if our future results meet the expectations expressed here, those results may not be indicative of our performance in future periods.

        These risks, uncertainties, assumptions, and other factors that could cause actual results to differ from our projected results include, among others, the following:

•

changes in governmental and commercial insurer reimbursement for our complete products and services portfolio, including the expanded United States ("U.S.") Medicare reimbursement system for dialysis services;

•

changes in utilization patterns for pharmaceuticals and in our costs of purchasing pharmaceuticals;

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•

the outcome of ongoing government and internal investigations;

•

risks relating to compliance with the myriad government regulations applicable to our business including, in the U.S., the Anti-Kickback Statute, the False Claims Act, the Stark Law and the Foreign Corrupt Practices Act, and comparable regulatory regimes in many of the 120 countries in which we supply dialysis services and/ or products;

•

the influence of private insurers and managed care organizations;

•

the impact of recently enacted and possible future health care reforms;

•

product liability risks;

•

the outcome of ongoing potentially material litigation;

•

risks relating to the integration of acquisitions and our dependence on additional acquisitions;

•

the impact of currency fluctuations;

•

introduction of generic or new pharmaceuticals that compete with our pharmaceutical products;

•

changes in raw material and energy costs or the ability to procure raw materials; as well as

•

the financial stability and liquidity of our governmental and commercial payors.

        Important factors that could contribute to such differences are noted in Item 3D, "Key Information – Risk Factors" in Item 4, "Information on the Company," under "Business Overview," in Item 5, "Operating and Financial Review and Prospects" and in Note 19 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies" included in this report.

        Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings. Developments in any of these areas could cause our results to differ materially from the results that we or others have projected or may project.

        Our reported financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that are the basis of our financial statements. The actual accounting policies, the judgments made in the selection and application of these policies, and the sensitivities of reported results to changes in accounting policies, assumptions and estimates, are factors to be considered along with our financial statements and the discussion under "Results of Operations" in Item 5 below, "Operating and Financial Review and Prospects." For a discussion of our critical accounting policies, see Item 5, "Operating and Financial Review and Prospects – Critical Accounting Policies" below in this report.

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PART I

Item 1.    Identity of Directors, Senior Management and Advisors

        Not applicable

Item 2.    Other Statistics and Expected Timetable

        Not applicable

Item 3.    Key Information

A.    Selected Financial Data

        The following table summarizes the consolidated financial information for our business for each of the years 2012 through 2008. We derived the selected financial information from our consolidated financial statements. We prepared our financial statements in accordance with accounting principles generally accepted in the United States of America and KPMG AG Wirtschaftsprüfungsgesellschaft ("KPMG"), an independent registered public accounting firm, audited these financial statements. All American Depositary Share ("ADS") and per ADS data reflect the two-for-one split of the ADSs representing our ordinary shares and the ADSs representing our preference shares, which was effective December 3, 2012. As a result of the split of our ADSs, the ratio of each class of ADSs was changed from one ADSs representing one share to two ADSs representing one share. (See Item4.A, "Information on the Company – History and Development of the Company – History"). All per ADS amounts in the table have been restated to reflect the ADS splits. You should read this information together with our consolidated financial statements and the notes to those statements appearing elsewhere in this report and the information under Item 5, "Operating and Financial Review and Prospects."

	2012			2011			2010			2009			2008
	(in millions except share and per share amounts)
Statement of Operations Data:
Net revenues(a)	$	13,800		$	12,570		$	11,844		$	11,047		$	10,403
Cost of revenues		9,199			8,418			8,009			7,504			7,068
Gross profit		4,601			4,152			3,835			3,543			3,335
Selling, general and administrative		2,224			2,002			1,823			1,698			1,582
Gain on sale of dialysis clinics		(36	)		(5	)		—			—			—
Research and development		112			111			97			94			80
Income from equity method investees		(17	)		(31	)		(9	)		(5	)		—
Other operating expenses		100			—			—			—			—
Operating income		2,218			2,075			1,924			1,756			1,673
Investment gain		140			—			—			—			—
Interest expense, net		426			297			280			300			336
Income before income taxes		1,932			1,778			1,644			1,456			1,337
Net income attributable to shareholders of FMC-AG & Co. KGaA	$	1,187		$	1,071		$	979		$	891		$	818
Weighted average ordinary shares outstanding		301,139,652			299,012,744			296,808,978			294,418,795			293,233,477
Basic earnings per Ordinary share	$	3.89		$	3.54		$	3.25		$	2.99		$	2.75
Basic earnings per Ordinary ADS(b)	$	1.94		$	1.77		$	1.62		$	1.49		$	1.37
Fully diluted earnings per Ordinary share		3.87			3.51			3.24			2.99			2.75
Fully diluted earnings per Ordinary ADS(b)		1.93			1.75			1.62			1.49			1.37
Dividends declared and paid per Ordinary share (€)(c)		0.69			0.65			0.61			0.58			0.54
Dividends declared and paid per Ordinary share ($)(c)		0.89			0.93			0.77			0.78			0.85

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	2012		2011		2010		2009		2008
	(in millions except share and per share amounts)
Balance Sheet Data at December 31:
Working capital	$	2,957		1,432		1,363		2,118		1,068
Total assets		22,326		19,533		17,095		15,821		14,920
Total long-term debt (excluding current portion)		7,842		5,495		4,310		5,084		4,598
Shareholders' equity		9,207		8,061		7,524		6,798		5,961
Capital Stock – Preference shares – Nominal Value		4		4		4		4		4
Capital Stock – Ordinary shares – Nominal Value		375		372		369		366		363

(a)

The provision for bad debts which we presented as an operating expense before 2012 has been reclassified to a deduction from patient service revenue in accordance with Accounting Standards Update 2011-07, which we adopted as of January 1, 2012. This amendment to the presentation of the provision for bad debts related to patient service revenue in our statement of operations has been applied retrospectively to all prior periods presented.

(b)

Basic earnings per Ordinary ADS and fully diluted earnings per Ordinary ADS have been restated to reflect a two-for-one split of our Ordinary ADSs outstanding effected on December 3, 2012, which changed the ratio from one ADSs representing one share to two ADSs representing one share.

(c)

Amounts shown for each year from 2012 to 2008 represent dividends declared and paid in each such year with respect to our operations in the year preceding payment. Our General Partner's Management Board has proposed dividends with respect to our operations in 2012 of €0.75 per Ordinary share and €0.77 per Preference share. These dividends are subject to approval by our shareholders at our Annual General Meeting to be held on May 16, 2013.

        We conduct our business on a global basis in various currencies, although our operations are located principally in the United States and Germany. We prepare our consolidated financial statements, from which we derived the selected financial data above, utilizing the U.S. dollar as our reporting currency. We have converted the balance sheets of our non-U.S. dollar denominated operations into U.S. dollars at the exchange rates prevailing at the balance sheet date. Revenues and expenses are translated at the average exchange rates for the period. For information regarding the exchange rates used in preparing our consolidated financial statements, see Item 11, "Quantitative and Qualitative Disclosures About Market Risk – Management of Foreign Exchange and Interest Rate Risks – Foreign Exchange Risks."

D.    Risk Factors

        Before you invest in our securities, you should be aware that the occurrence of any of the events described in the following risk factors or elsewhere in this report, and other events that we have not predicted or assessed could have a material adverse effect on our results of operations, financial condition and business. If the events described below or other unpredicted events occur, then the trading price of our securities could decline and you may lose all or part of your investment.

Risks Relating to Litigation and Regulatory Matters.

A change in U.S. government reimbursement for dialysis care could materially decrease our revenues and operating profit.

        For the twelve months ended December 31, 2012, approximately 32% of our consolidated revenues resulted from Medicare and Medicaid reimbursement. Legislative changes or changes in government reimbursement practice may affect the reimbursement rates for the services we provide, as well as the scope of Medicare and Medicaid coverage. A decrease in Medicare or Medicaid reimbursement rates or covered services could have a material adverse effect on our business, financial condition and results of operations. For further information regarding Medicare and Medicaid reimbursement, see Item 4B, "Information on the Company – Business Overview – Regulatory and Legal Matters – Reimbursement" and Item 5, "Operating and Financial Review and Prospects – Overview."

The utilization of ESAs could materially impact our revenue and operating profit. An interruption of supply or our inability to obtain satisfactory terms for ESAs could reduce our revenues and operating profit.

        Erythropoietin stimulating agents, or ESAs, are produced in the U.S. by Amgen Inc., under the brand names Epogen® (epoeitin alfa) and Aranesp® (darbepoetin alfa), and by Affymax, Inc., under the brand name Omontys® (peginesatide). Any of the following developments could materially adversely affect our business, financial condition and results of operations: (i) a reduction of the current overfill amount in

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ESA vials that we currently use (liquid medications, such as ESAs, typically include a small overfill amount to ensure that the fill volume can be extracted from the vial as administered to the patient), (ii) an interruption of supply of ESAs, or (iii) material increases in the utilization of or acquisition costs for ESAs. Under the end stage renal disease ("ESRD") prospective payment system ("ESRD PPS") effective January 1, 2011, payment for ESAs is generally included in the bundled rate; previously, it was reimbursed separately.

If we do not comply with the many governmental regulations applicable to our business, we could be excluded from government healthcare reimbursement programs or our authority to conduct business could be terminated, either of which would result in a material decrease in our revenue.

        Our operations in both our provider business and our products business are subject to extensive governmental regulation in virtually every country in which we operate. We are also subject to other laws of general applicability, including antitrust laws. The applicable regulations, which differ from country to country, cover areas that include:

•

the quality, safety and efficacy of medical and pharmaceutical products and supplies;

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the operation of manufacturing facilities, laboratories and dialysis clinics;

•

product advertising and other promotion;

•

accurate reporting and billing for government and third-party reimbursement; and

•

compensation of medical directors and other financial arrangements with physicians and other referral sources.

        Failure to comply with one or more of these laws or regulations, may give rise to a number of legal consequences. These include, in particular, monetary and administrative penalties, increased costs for compliance with government orders, complete or partial exclusion from government reimbursement programs or complete or partial curtailment of our authority to conduct business. Any of these consequences could have a material adverse impact on our business, financial condition and results of operations.

        The Company's medical and pharmaceutical products are subject to detailed, rigorous and frequently changing regulation by the U.S. Food and Drug Administration ("FDA"), and numerous other national, supranational, federal and state authorities. These regulations include, among other things, regulations regarding manufacturing practices, product labeling, quality control, quality assurance, advertising and post-marketing reporting, including adverse event reports and field alerts due to manufacturing quality concerns. We cannot assure that all necessary regulatory approvals for new products or product improvements will be granted on a timely basis or at all. In addition, the Company's facilities and procedures and those of its suppliers are subject to periodic inspection by the FDA and other regulatory authorities. The FDA and comparable regulatory authorities outside the U.S. may suspend, revoke, or adversely amend the authority necessary for manufacture, marketing, or sale of our products and those of our suppliers. The Company and its suppliers must incur expense and spend time and effort to ensure compliance with these complex regulations, and if such compliance is not maintained, they could be subject to significant adverse regulatory actions in the future. These possible regulatory actions could include warning letters, injunctions, civil penalties, seizures of the Company's products and criminal prosecution as well as other dissemination of information to the public about such regulatory actions. These actions could result in, among other things, substantial modifications to the Company's business practices and operations; refunds; a total or partial shutdown of production while the alleged violation is remedied; and withdrawals or suspensions of current products from the market. Any of these events, in combination or alone, could disrupt the Company's business and have a material adverse effect on the Company's business, financial condition and results of operations. For a discussion of open FDA warning letters, see "Regulatory and Legal Matters – Regulatory Overview – Product Regulation – Medical Devices."

        We rely upon the Company's management structure, regulatory and legal resources and the effective operation of our compliance programs to direct, manage and monitor our operations to comply with government regulations. If employees were to deliberately, recklessly or inadvertently fail to adhere to these regulations, then our authority to conduct business could be terminated and our operations could be significantly curtailed. Any such terminations or reductions could materially reduce our sales. If we fail to identify in our diligence process and promptly remediate any non-compliant business practices in

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companies that we acquire, we could be subject to penalties, claims for repayment or other sanctions. Any such terminations or reductions could materially reduce our sales, with a resulting material adverse effect on our business, financial condition and results of operations.

        By virtue of this regulatory environment, our 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. We may not always be aware that an inquiry or action has begun, particularly in the case of "qui tam" or "whistle blower" actions brought by private plaintiffs under the False Claim Act, which are initially filed under seal. We are the subject of a number of governmental inquiries and civil suits by the federal government and private plaintiffs. For information about certain of these pending investigations and lawsuits, see Note 19 of the Notes to our Consolidated Financial Statements, "Commitments and Contingencies – Other Litigation and Potential Exposures."

We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws.

        The U.S. Foreign Corrupt Practices Act ("FCPA") and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to public officials for the purpose of obtaining or retaining business. Our internal policies mandate compliance with these anti-corruption laws. We operate many facilities throughout the United States and other parts of the world. Our decentralized system has thousands of persons employed by many affiliated companies, and we rely on our management structure, regulatory and legal resources and effective operation of our compliance program to direct, manage and monitor the activities of these employees. Despite our training, oversight and compliance programs, we cannot assure you that our internal control policies and procedures always will protect us from deliberate, reckless or inadvertent acts of our employees or agents that contravene the Company's compliance policies or violate applicable laws. Our continued expansion, including in developing countries, could increase the risk of such violations in the future. Violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our results of operations or financial condition. We have received communications alleging certain conduct in certain countries outside the U.S. and Germany that may violate the FCPA or other anti-bribery laws, and our Audit and Corporate Governance Committee is conducting an internal review with the assistance of independent counsel retained for that purpose. See Note 19 of the Notes to our Consolidated Financial Statements, "Commitments and Contingencies – Other Litigation and Potential Exposures."

If our joint ventures violate the law, our business could be adversely affected.

        A number of the dialysis centers and vascular access centers we operate are owned, or managed, by joint ventures in which we hold a controlling interest and one or more hospitals, physicians or physician practice groups hold a minority interest. Physician owners, who are usually nephrologists, may also provide medical director services and physician owners may refer patients to those centers or other centers we own and operate or to other physicians who refer patients to those centers or other centers we own and operate. While we have structured our joint ventures to comply with many of the criteria for safe harbor protection under the U.S. Federal Anti- Kickback Statute, our investments in these joint venture arrangements do not satisfy all elements of such safe harbor. While we have established comprehensive compliance policies, procedures and programs to ensure ethical and compliant joint venture business operations, if one or more of our joint ventures were found to be in violation of the Anti-Kickback Statute or the Stark Law, we could be required to restructure or terminate them. We also could be required to repay to Medicare amounts received by the joint ventures pursuant to any prohibited referrals, and we could be subject to criminal and monetary penalties and exclusion from Medicare, Medicaid and other U.S. federal and state healthcare programs. Imposition of any of these penalties could have a material adverse effect on our business, financial condition and results of operations.

Proposals for healthcare reform, or relating to regulatory approvals, could decrease our revenues and operating profit.

        Many of the countries in which we operate have been considering proposals to modify their current healthcare systems to improve access to health care and to control costs. Policymakers in the U.S. and elsewhere are also considering reforms that could change the methodology used to reimburse providers of health care services, including dialysis. We cannot predict whether and when these reform proposals will be

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adopted in countries in which we operate or what impact they might have on us. In the U.S., automatic across-the-board spending cuts over nine fiscal years (2013-2021), projected to total $1.2 trillion for all Federal government programs are scheduled to go into effect on March 1, 2013, unless the law is further changed. Medicare payments to providers and suppliers would be subject to these reductions, but these reductions would be limited to one adjustment of no more than 2 percent through 2021. Any decrease in spending or other significant changes in state funding in countries in which we operate, particularly significant changes in the U.S. Medicare and Medicaid programs, could reduce our sales and profitability and have a material adverse effect on our business, financial condition and results of operations.

        See Item 4, "Information on the Company – Business Overview – Regulatory and Legal Matters – Reimbursement" and "– Healthcare reform:" and Item 5, "Operating and Financial Review and Prospects – Financial Condition and Results of Operations – Overview" for information regarding the impact of the ESRD PPS on our business, our efforts to mitigate some of its effects, and the anticipated effects of ACA on our business, as well as additional information regarding the legislation and other matters discussed above.

        In addition, there may be legislative or regulatory proposals that could affect FDA procedures or decision-making for approving medical or pharmaceutical products. Any such legislation or regulations, if adopted, could result in a delay or denial of regulatory approval for our products. If any of our products do not receive regulatory approval, or there is a delay in obtaining approval, this also could have a material adverse effect on our business, financial condition and results of operations.

        In the United States, the ACA authorized state and federal health care exchanges to provide greater access to private health insurance coverage. These exchanges are scheduled to go into effect in 2014, and it is not yet known how the exchanges will impact reimbursement for dialysis, if at all. There can be no assurance that we can achieve future price increases from private insurers and managed care organizations offering coverage through the federal and state health care exchanges that are comparable to those we have historically received. Any reductions in reimbursement from private insurers and managed care organizations could materially and adversely impact our operating results.

        Moreover, further changes in the U.S. healthcare reforms may be debated by Congress. Whether significant changes in policy will result is unknown. Changes, if any, that may result from these events could, depending on the details, have positive or adverse effects, possibly material, on our businesses and results of operations. Any significant healthcare reforms that substantially change the financing and regulation of the healthcare industry in countries in which we operate could reduce our sales and profitability and have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Our Business

A significant portion of our North American profits are dependent on the services we provide to a minority of our patients who are covered by private insurance.

        Government reimbursement programs generally pay less than private insurance. Medicare only pays us 80% of the Medicare allowable amount (the patient, Medicaid or secondary insurance being responsible for the remaining 20%), and Medicaid rates are comparable. As a result, the payments we receive from private payors generate a substantial portion of the profits we report. We estimate that Medicare and Medicaid are the primary payors for approximately 76% of the patients to whom we provide care in North America but that for 2012, we derived only 53% of our North America Dialysis Care net revenues from Medicare and Medicaid. Therefore, if the private payors who pay for the care of the other 24% of our patients reduce their payments for our services, or if we experience a material shift in our revenue mix toward Medicare or Medicaid reimbursement, then our revenue, cash flow and earnings would materially decrease.

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        Over the last few years, we have generally been able to implement modest annual price increases for private insurers and managed care organizations, but government reimbursement has remained flat or has been increased at rates below typical consumer price index ("CPI") increases. Under the ESRD PPS, Medicare payment rates are updated annually based on the CPI of relevant market inputs, less an adjustment to account for productivity improvements (0.6% for 2013). There can be no assurance that we can achieve future price increases from private insurers and managed care organizations comparable to those we have historically received. With increased governmental reform and regulatory activity, reimbursement from private insurers may be subject to downward pressure in the coming years. The advent of the federal and state health care exchanges may also negatively impact reimbursement from private insurance. Any reductions in reimbursement from private insurers and managed care organizations could materially and adversely impact our operating results. Any reduction in our ability to attract private pay patients to utilize our dialysis services relative to historical levels could adversely impact our operating results. Any of the following events, among others, could have a material adverse effect on our operating results:

•

a portion of our business that is currently reimbursed by private insurers or hospitals may become reimbursed by managed care organizations, which generally have lower rates for our services; or

•

a portion of our business that is currently reimbursed by private insurers at rates based on our billed charges may become reimbursed under contracts at lower rates.

We are exposed to product liability, patent infringement and other claims which could result in significant costs and liability which we may not be able to insure on acceptable terms in the future.

        Healthcare companies are typically subject to claims alleging negligence, product liability, breach of warranty, malpractice and other legal theories that may involve large claims and significant defense costs whether or not liability is ultimately imposed. Healthcare products may also be subject to recalls and patent infringement claims which, in addition to monetary penalties, may restrict our ability to sell or use our products. We cannot assure that such claims will not be asserted against us; for example, that significant adverse verdicts will not be reached against us for patent infringements or that large scale recalls of our products will not become necessary. In addition, the laws of some of the countries in which we operate provide legal rights to users of pharmaceutical products that could increase the risk of product liability claims. Product liability and patent infringement claims, other actions for negligence or breach of contract and product recalls or related sanctions could result in significant costs. These costs could have a material adverse effect on our business, financial condition and results of operations. See Note 19 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies."

        While we have been able to obtain liability insurance in the past to partially cover our business risks, we cannot assure that such insurance will be available in the future either on acceptable terms or at all. In addition, FMCH, our largest subsidiary, is partially self-insured for professional, product and general liability, auto liability and worker's compensation claims, up to pre-determined levels above which our third-party insurance applies. A successful claim in excess of the limits of our insurance coverage could have a material adverse effect on our business, results of operations and financial condition. Liability claims, regardless of their merit or eventual outcome, also may have a material adverse effect on our business and reputation, which could in turn reduce our sales and profitability.

        The Company is vigorously defending certain patent infringement lawsuits and certain wrongful death and personal injury lawsuits alleging inadequate labeling and warnings for certain of our dialysate concentrate products. See Note 19 of the Notes to Consolidated Financial Statements, "Legal Proceedings – Commercial Litigation". While we believe we have valid defenses to these claims, an adverse determination in any of these matters could have a material adverse effect on the Company's business, financial condition and results of operations.

Our growth depends, in part, on our ability to continue to make acquisitions.

        The healthcare industry has experienced significant consolidation in recent years, particularly in the dialysis services sector. Our ability to make future acquisitions depends, in part, on our available financial resources and could be limited by restrictions imposed by the United States or other countries' competition laws or under our credit documents. If we make future acquisitions, we may need to borrow additional debt or assume significant liabilities, either of which might increase our financial leverage and cause the prices of our debt securities to decline. In addition, any financing that we might need for future

8

acquisitions might be available to us only on terms that restrict our business. Acquisitions that we complete are also subject to risks relating to, among other matters, integration of the acquired businesses (including combining the acquired company's infrastructure and management information systems with ours, harmonization of its marketing, patient service and logistical procedures with ours and, potentially, reconciling divergent corporate and management cultures), possible non-realization of anticipated synergies from the combination, potential loss of key personnel or customers of the acquired companies, and the risk of assuming unknown liabilities not disclosed by the seller or not uncovered during due diligence. If we are not able to effect acquisitions on reasonable terms, there could be an adverse effect on our business, financial condition and results of operations.

        We also compete with other dialysis products and services companies in seeking suitable acquisition targets and the continuing consolidation of dialysis providers and combinations of dialysis providers with dialysis product manufacturers could affect future growth of our product sales. If we are not able to continue to effect acquisitions on reasonable terms, especially in the international area, this could have an adverse effect on our business, financial condition and results of operations.

We face specific risks from international operations.

        We operate dialysis clinics in approximately 40 countries and sell a range of equipment, products and services to customers in more than 120 countries. Our international operations are subject to a number of risks, including but not limited to the following:

•

the economic situation in developing or other countries could deteriorate;

•

fluctuations in exchange rates could adversely affect profitability;

•

we could face difficulties in enforcing and collecting accounts receivable under some countries' legal systems;

•

local regulations could restrict our ability to obtain a direct ownership interest in dialysis clinics or other operations;

•

political, social or economic instability, especially in developing and newly industrializing countries, could disrupt our operations;

•

some customers and governments could increase their payment cycles, with resulting adverse effects on our cash flow;

•

some countries could impose additional or higher taxes or restrict the import of our products;

•

we could fail to receive or could lose required licenses, certifications or other regulatory approvals for the operation of subsidiaries or dialysis clinics, sale of equipment, products, services or acquisitions;

•

civil unrest, turmoil, or outbreak of disease in one or more countries in which we have material operations or material product revenue;

•

differing labor regulations and difficulty in staffing and managing geographically widespread operations;

•

different or less robust regulatory regimes controlling the protection of our intellectual property; and

•

transportation delays or interruptions.

        International growth and expansion into emerging markets, such as China, Eastern Europe, the Middle East and Africa, could cause us difficulty due to greater regulatory barriers than in the United States or Western Europe, the necessity of adapting to new regulatory systems, and problems related to entering new markets with different economic, social, and political systems and conditions. For example, unstable political conditions or civil unrest could negatively impact our operations and sales in a region or our ability to collect receivables or reimbursements or operate or execute projects in a region.

        Any one or more of these or other factors could increase our costs, reduce our revenues, or disrupt our operations, with possible material adverse effects on our business, financial condition and results of operations.

9

If physicians and other referral sources cease referring patients to our dialysis clinics or cease purchasing or prescribing our dialysis products, our revenues would decrease.

        Our dialysis services business is dependent upon patients choosing our clinics as the location for their treatments. Patients may select a clinic based, in whole or in part, on the recommendation of their physician. We believe that physicians and other clinicians typically consider a number of factors when recommending a particular dialysis facility to an ESRD patient, including, but not limited to, the quality of care at a clinic, the competency of a clinic's staff, convenient scheduling, and a clinic's location and physical condition. Physicians may change their facility recommendations at any time, which may result in the movement of new or existing patients to competing clinics, including clinics established by the physicians themselves. At most of our clinics, a relatively small number of physicians often account for the referral of all or a significant portion of the patient base. Our dialysis care business also depends on recommendations by hospitals, managed care plans and other healthcare institutions. If a significant number of physicians, hospitals or other healthcare institutions cease referring their patients to our clinics, this would reduce our dialysis care revenue and could materially adversely affect our overall operations.

        The decision to purchase or prescribe our dialysis products and other services or competing dialysis products and other services will be made in some instances by medical directors and other referring physicians at our dialysis clinics and by the managing medical personnel and referring physicians at other dialysis clinics, subject to applicable regulatory requirements. A decline in physician recommendations or recommendations from other sources for purchases of our products or ancillary services would reduce our dialysis product and other services revenue, and would materially adversely affect our business, financial condition and results of operations.

Our pharmaceutical product business could lose sales to generic drug manufacturers or new branded drugs.

        Our branded pharmaceutical product business is subject to significant risk as a result of competition from manufacturers of generic drugs and other new competing medicines or therapies. Through the end of 2013, we are obligated to make certain minimum annual royalty payments under certain of our pharmaceutical product license agreements, regardless of our annual sales of the licensed products. Thereafter, the Company is required to determine their minimum purchase requirements for the subsequent year on a yearly basis. Any of the expiration or loss of patent protection for one of our products, the "at-risk" launch by a generic manufacturer of a generic version of one of our branded pharmaceutical products or the launch of new branded drugs that compete with one or more of our products could result in the loss of a major portion of sales of that branded pharmaceutical product in a very short time period, which could materially and adversely affect our business, financial condition and results of operations.

Our competitors could develop superior technology or otherwise impact our sales.

        We face numerous competitors in both our dialysis services business and our dialysis products business, some of which may possess substantial financial, marketing or research and development resources. Competition and especially new competitive developments could materially adversely affect the future pricing and sale of our products and services. In particular, technological innovation has historically been a significant competitive factor in the dialysis products business. The introduction of new products by competitors could render one or more of our products or services less competitive or even obsolete.

Global economic conditions as well as further disruptions in financial markets may have an adverse effect on our businesses.

        There was a material deterioration of the global economy and tightening of the financial markets in 2008 and 2009. Although there has been some improvement in the global economy and financial markets since then, the overall global economic outlooks remains uncertain and current economic conditions could adversely affect our business and our profitability. Among other things, the potential decline in federal and state revenues that may result from such conditions may create additional pressures to contain or reduce reimbursements for our services from public payors around the world, including Medicare, Medicaid in the United States and other government sponsored programs in the United States and other countries around the world.

        Increasing job losses or slow improvement in the unemployment rate in the United States as a result of current or recent economic conditions may result in a smaller percentage of our patients being covered

10

by an employer group health plan and a larger percentage being covered by lower paying Medicare and Medicaid programs. Employers might also begin to select more restrictive commercial plans with lower reimbursement rates. To the extent that payors are negatively impacted by a decline in the economy, we may experience further pressure on commercial rates, a further slowdown in collections and a reduction in the amounts we expect to collect.

        We depend on the financial markets for access to capital, as do our renal product customers and commercial healthcare insurers. Limited or expensive access to capital could make it more difficult for these customers to do business with us, or to do business generally, which could adversely affect our businesses. In addition, uncertainty in the financial markets could adversely affect the variable interest rates payable under our credit facilities or could make it more difficult to obtain or renew such facilities or to obtain other forms of financing in the future. Any or all of these factors, or other consequences of the continuation, or worsening, of domestic and global economic conditions which cannot currently be predicted, could continue to adversely affect our businesses and results of operations.

Market developments and government actions regarding the sovereign debt crisis in Europe could adversely affect our business, financial condition, results of operations and liquidity.

        Global markets and economic conditions have been negatively impacted by concern regarding the ability of certain European Union member states and other countries to service their sovereign debt obligations. If the fiscal obligations of these countries continue to exceed their fiscal revenue, taking into account the reactions of the credit and swap markets, the ability of such countries to service their debt in a cost efficient manner or to meet their other obligations could be impaired. The continued uncertainty over the outcome of various international financial support programs and the possibility that other countries may experience similar financial pressures could further disrupt global markets. In addition, current or worsening economic conditions could adversely affect the ability of our customers, including governments, to pay for our services, products and amount spent on health care generally. We have exposure to government obligations, principally for accounts receivable from public healthcare organizations in such countries. We presently expect that most of our accounts receivable will be collectible, albeit slightly more slowly in the International Segment in the immediate future. However, continued adverse conditions in these countries for an extended period of time could adversely affect collection of our accounts receivable in these countries and require us to re-evaluate the collectability and valuation of our receivables, which in turn could result in credit losses and adversely affect our business, financial condition, results of operations and liquidity, particularly in our International Segment. See Item 11, "Quantitative and Qualitative Disclosures About Market Risk – Management of Foreign Exchange and Interest Rate Risks – Foreign Exchange Risk."

If we are unable to attract and retain skilled medical, technical and engineering personnel, we may be unable to manage our growth or continue our technological development.

        Our continued growth in the dialysis care business will depend upon our ability to attract and retain skilled employees, such as highly skilled nurses and other medical personnel. Competition for those employees is intense and the current nursing shortage has increased our personnel and recruiting costs. Moreover, we believe that future success in the provider business will be significantly dependent on our ability to attract and retain qualified physicians to serve as medical directors of our dialysis clinics. If we are unable to achieve that goal or if doing so requires us to bear increased costs this could adversely impact our growth and results of operations.

        Our dialysis products business depends on the development of new products, technologies and treatment concepts to be competitive. Competition is also intense for skilled engineers and other technical research and development personnel. If we are unable to obtain and retain the services of key personnel, the ability of our officers and key employees to manage our growth would suffer and our operations could suffer in other respects. These factors could preclude us from integrating acquired companies into our operations, which could increase our costs and prevent us from realizing synergies from acquisitions. Lack of skilled research and development personnel could impair our technological development, which would increase our costs and impair our reputation for production of technologically advanced products.

Diverging views of fiscal authorities could require us to make additional tax payments.

        We are in dispute with the German tax authorities and the U.S. Internal Revenue Service (IRS) on certain tax deductions disallowed in past and current tax audits and from time to time with other

11

jurisdictions. We are also subject to ongoing tax audits in the U.S., Germany and other jurisdictions. We have received notices of unfavorable adjustments and disallowances in connection with certain of these audits and we may be subject to additional unfavorable adjustments and disallowances. We are contesting, and in some cases appealing certain of the unfavorable determinations. If our objections, audit appeals or court claims are unsuccessful, we could be required to make additional tax payments, which could have a material adverse impact on our results of operations and operating cash flow in the relevant reporting period. See Item 5, "Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Liquidity" as well as Note 19 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies – Legal Proceedings."

Risks Relating to our Securities

Our indebtedness may limit our ability to pay dividends or implement certain elements of our business strategy.

        At December 31, 2012, we had consolidated debt of $8,298 million and consolidated total shareholders' equity of $9,207 million. Our debt could have significant consequences to our operations and our financial condition. For example, it could require us to dedicate a substantial portion of our cash flow from operations, as well as the proceeds of certain financings and asset dispositions, to payments on our indebtedness, thereby reducing the availability of our cash flow and such proceeds to fund working capital, capital expenditures and for other general corporate purposes.

        In October 2012, we entered into a new syndicated Credit Agreement (the "2012 Credit Agreement"), which replaced our prior credit agreement (the "Amended 2006 Senior Credit Agreement"). Our 2012 Credit Agreement, Senior Notes, European Investment Bank ("EIB") Agreements and Euro Notes include covenants that require us to maintain certain financial ratios or meet other financial tests. Under our 2012 Credit Agreement, we are obligated to maintain a minimum consolidated interest expense coverage ratio (ratio of EBITDA to net interest expense) and we are subject to a maximum consolidated leverage ratio (ratio of consolidated funded debt to consolidated EBITDA), as these terms are defined in the 2012 Credit Agreement.

        Our 2012 Credit Agreement and the indentures related to our Senior Notes include other covenants which, among other things, restrict or have the effect of restricting our ability to dispose of assets, incur debt, pay dividends and other restricted payments, create liens or make investments or acquisitions. These covenants may otherwise limit our activities. The breach of any of the covenants could result in a default and acceleration of the indebtedness under the credit agreement or the indentures, which could, in turn, create additional defaults and acceleration of the indebtedness under the agreements relating to our other long-term indebtedness which would have an adverse effect on our business, financial condition and results of operations.

Fresenius SE owns 100% of the shares in the General Partner of our Company and is able to exercise management control of FMC-AG & Co. KGaA.

        Fresenius SE owns approximately 31.2% of our voting ordinary shares as of February 19, 2013. Fresenius SE owns 100% of the outstanding shares of the General Partner of the Company. As the sole shareholder of Management AG, the General Partner of the Company, Fresenius SE has the sole right to elect the supervisory board of the General Partner which, in turn, appoints the General Partner's Management Board. The management board of the General Partner is responsible for the management of the Company. Through its ownership of the General Partner, Fresenius SE is able to exercise de facto management control of FMC-AG & Co. KGaA, even though it owns less than a majority of our outstanding voting shares. Such de facto control limits public shareholder influence on management of the Company and precludes a takeover or change of control of the Company without Fresenius SE's consent, either or both of which could adversely affect the prices of our shares.

Because we are not organized under U.S. law, we are subject to certain less detailed disclosure requirements under U.S. federal securities laws.

        Under the pooling agreement that we have entered into for the benefit of non-related holders of our Ordinary shares and holders of our Preference shares (including, in each case, holders of American Depositary Receipts representing beneficial ownership of such shares), we have agreed to file quarterly reports with the SEC, to prepare annual and quarterly financial statements in accordance with United States generally accepted accounting principles ("U. S. GAAP"), and to file information with the SEC with

12

respect to annual and general meetings of our shareholders. The pooling agreement also requires that the supervisory board of Management AG, our General Partner, include at least two members who do not have any substantial business or professional relationship with Fresenius SE, Management AG or FMC-AG & Co. KGaA and its affiliates and requires the consent of those independent directors to certain transactions between us and Fresenius SE and its affiliates.

        We are a "foreign private issuer," as defined in the SEC's regulations, and consequently we are not subject to all of the same disclosure requirements applicable to domestic companies. We are exempt from the SEC's proxy rules, and our annual reports contain less detailed disclosure than reports of domestic issuers regarding such matters as management, executive compensation and outstanding options, beneficial ownership of our securities and certain related party transactions. Also, our officers, directors and beneficial owners of more than 10% of our equity securities are exempt from the reporting requirements and short-swing profit recovery provisions of Section 16 of the Securities Exchange Act of 1934. We are also generally exempt from most of the governance rules applicable to companies listed on the New York Stock Exchange, other than the obligation to maintain an audit committee in accordance with Rule 10A – 3 under the Securities Exchange Act of 1934, as amended. These limits on available information about our company and exemptions from many governance rules applicable to U.S. domestic issuers may adversely affect the market prices for our securities.

Item 4.    Information on the Company

A.    History and Development of the Company

General

        Fresenius Medical Care AG & Co. KGaA ("FMC-AG & Co. KGaA" or the "Company"), is a German partnership limited by shares (Kommanditgesellschaft auf Aktien or "KGaA"), formerly known as Fresenius Medical Care AG ("FMC-AG"), a German stock corporation (Aktiengesellschaft or "AG") organized under the laws of Germany.

        The Company was originally incorporated on August 5, 1996 as a stock corporation and transformed into a partnership limited by shares upon registration on February 10, 2006. FMC-AG & Co. KGaA is registered with the commercial register of the local court (Amtsgericht) of Hof an der Saale, Germany, under the registration number HRB 4019. Our registered office (Sitz) is Hof an der Saale, Germany. Our registered business address is Else-Kröner-Strasse 1, 61352 Bad Homburg, Germany, telephone +49-6172-609-0.

History

        The Company was originally created by the transformation of Sterilpharma GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under German law incorporated in 1975, into a German AG. A shareholder's meeting on April 15, 1996 adopted the resolutions for this transformation and the commercial register registered the transformation on August 5, 1996.

        On September 30, 1996, we completed a series of transactions to consummate an Agreement and Plan of Reorganization entered into on February 4, 1996 by Fresenius SE (then Fresenius AG) and W.R. Grace & Co., which we refer to as the "Merger" elsewhere in this report. Pursuant to that agreement, Fresenius SE contributed Fresenius Worldwide Dialysis, its global dialysis business, including its controlling interest in Fresenius USA, Inc., in exchange for 105,630,000 FMC-AG Ordinary shares. Thereafter, we acquired:

•

all of the outstanding common stock of W.R. Grace & Co., whose sole business at the time of the transaction consisted of National Medical Care, Inc., its global dialysis business, in exchange for 94,080,000 Ordinary shares; and

•

the publicly-held minority interest in Fresenius USA, Inc., in exchange for 10,290,000 Ordinary shares.

        Effective October 1, 1996, we contributed all our shares in Fresenius USA, Inc., to Fresenius Medical Care Holdings, Inc., which conducts business under the trade name Fresenius Medical Care North America, and which is the managing company for all of our operations in the U.S., Canada and Mexico.

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        On February 10, 2006, the Company completed the transformation of its legal form under German law as approved by its shareholders during the Extraordinary General Meeting ("EGM") held on August 30, 2005. Upon registration of the transformation of legal form in the commercial register of the local court in Hof an der Saale, on February 10, 2006, Fresenius Medical Care AG's legal form was changed from a German AG to a partnership limited by shares with the name Fresenius Medical Care AG & Co. KGaA. The Company as a KGaA is the same legal entity under German law, rather than a successor to the stock corporation. Management AG, a subsidiary of Fresenius AG (now Fresenius SE), the majority voting shareholder of FMC-AG prior to the transformation, is the general partner of FMC-AG & Co. KGaA. Shareholders in FMC-AG & Co. KGaA participate in all economic respects, including profits and capital, to the same extent and (except as modified by the share conversion described below) with the same number of ordinary and preference shares in FMC-AG & Co. KGaA as they held in FMC-AG prior to the transformation. Upon effectiveness of the transformation of legal form, the share capital of FMC-AG became the share capital of FMC-AG & Co. KGaA, and persons who were shareholders of FMC-AG became shareholders of the Company in its new legal form.

        Prior to the effectiveness of the transformation, and as approved by the EGM and by a separate vote of the Company's preference shareholders, the Company offered holders of its non-voting Preference shares (including preference shares represented by American Depositary Shares (ADSs)) the opportunity to convert their shares into Ordinary shares, which was accepted by the holders of approximately 96% of the outstanding Preference shares. Preference shares that were not converted remained outstanding and became Preference shares of FMC-AG & Co. KGaA in the transformation.

        Part of the Company's stated strategy is to expand and complement its existing business through acquisitions. See Item 4B, "Information on the Company – Business Overview – Our Strategy and Competitive Strengths." On March 31, 2006, the Company completed the acquisition of RCG ("the RCG Acquisition"), a Delaware corporation with principal offices in Nashville, Tennessee, for an all cash purchase price, net of cash acquired, of approximately $4.2 billion including the concurrent repayment of approximately $657.8 million of indebtedness of RCG. In 2010, we acquired Asia Renal Care Ltd., the second largest dialysis and related services provider in the Asia-Pacific Region with more than 80 clinics treating about 5,300 patients, Kraevoy Nefrologocheskiy Centr, a private operator of dialysis clinics in Russia's Krasnodar region treating approximately 1,000 patients in 5 clinics, and Gambro AB's worldwide peritoneal dialysis business, serving over 4,000 patients in more than 25 countries. In 2011, we acquired IDC, the dialysis service business of Euromedic International, with over 8,200 hemodialysis patients and 70 clinics in nine countries, principally in Central and Eastern Europe and, American Access Centers, which operates 28 free-standing vascular access centers in the U.S., which provided us with critical mass in our vascular access business. On February 28, 2012, we acquired 100% of the equity of Liberty Dialysis Holdings, Inc. ("Liberty Dialysis"), a Delaware corporation with principal offices in Mercer Island, Washington and the owner of all of the business of Liberty Dialysis, Inc. and 51% of Renal Advantage, Inc., for total cash consideration of $2,182 million consisting of $1,697 million cash, net of cash acquired and $485 million non-cash consideration (the "Liberty Acquisition"). Prior to entering into the merger agreement for the Liberty Acquisition, we owned 49% of Renal Advantage, Inc., and we also had a loan receivable from Renal Advantage Partners, LLC of $280 million which was retired as part of the transaction. Liberty Dialysis mainly provided dialysis services in the United States through the 263 clinics it owned (the "Acquired Clinics"). We accounted for the Liberty Acquisition as a business combination. Liberty Dialysis's results have been included in the Company's Consolidated Statement of Income since February 29, 2012. See Note 2 of the Notes to the Consolidated Financial Statements, "Acquisition of Liberty Dialysis Holdings."

        We have also expanded the renal pharmaceuticals portion of our product business. In 2006, we acquired Phoslo®, a phosphate binder. In 2008, we entered into license and distribution agreements to market and distribute intravenous iron products such as Venofer® and Ferinject® (outside of the U.S.) for dialysis treatment. In December 2010, we formed a new renal pharmaceutical company with one of the licensors, Galenica Ltd. ("Galenica"), named Vifor Fresenius Medical Care Renal Pharma Ltd. ("VFMCRP"), to develop and distribute products to treat iron deficiency anemia and bone mineral metabolism for pre-dialysis and dialysis patients. We own 45% of the shares of VFMCRP. See the discussion of "Renal Pharmaceuticals" below.

        Effective December 3, 2012, we completed a two-for-one split of the ADSs representing our ordinary shares and the ADSs representing our preference shares. As a result of the ADSs split, the ratio of our ADSs to our ordinary shares and preference shares was changed from one ADS representing one share to

14

one ADS representing one-half of a share. All ADS and per ADS amounts in the consolidated financial statements, the related notes and elsewhere in this report have been restated to reflect the ADS splits.

Capital Expenditures

        We invested, by operating segment and geographical areas, the gross amounts shown in the table below during the twelve month periods ended December 31, 2012, 2011, and 2010.

	Actual
	2012		2011		2010
	(in millions)
Capital expenditures for property, plant and equipment
North America	$	299	$	238	$	212
International		203		201		202
Corporate		173		159		160
Total Capital Expenditures	$	675	$	598	$	574
Acquisitions and Investments
North America	$	1,849	$	824	$	124
International		35		1,186		66
Corporate		2		6		2
Total Acquisitions and Investments	$	1,886	$	2,016	$	192

        For additional information regarding our capital expenditures, see Item 4. B, "Business Overview – Acquisitions and Investments" and Item 5.B, "Operating and Financial Review and Prospects – Liquidity – Investing."

B.    Business Overview

Our Business

        Based on publicly reported sales and number of patients treated, we are the world's largest kidney dialysis company, operating in both the field of dialysis products and the field of dialysis services. Our dialysis business is vertically integrated, providing dialysis treatment at our own dialysis clinics and supplying these clinics with a broad range of products. In addition, we sell dialysis products to other dialysis service providers. At December 31, 2012, we provided dialysis treatment to 257,916 patients in 3,160 clinics worldwide located in approximately 40 countries. In the U.S. we also provide inpatient dialysis services and other services under contract to hospitals. In 2012, we provided 38,588,184 million dialysis treatments, an increase of approximately 12% compared to 2011. We also develop and manufacture a full range of equipment, systems and disposable products, which we sell to customers in more than 120 countries. For the year ended December 31, 2012, we had net revenues of $13.8 billion, a 10% increase (12% in constant currency, see item 5, "Operating and Financial Review and Prospects – Non U.S. GAAP Measures – Constant Currency") over 2011 revenues. We derived 65% of our revenues in 2012 from our North America operations and 35% from our international operations, which include our operations in Europe (21%), Latin America (6%) and Asia-Pacific (8%). Our ordinary shares and our preference shares are listed on the Frankfurt Stock Exchange and American Depositary Receipts evidencing our ordinary shares and our preference shares on the New York Stock Exchange, and on February 19, 2013, we had a market capitalization of $21.2 billion.

        We use the insight we gain when treating patients in developing new and improved products. We believe that our size, our activities in both dialysis care and dialysis products and our concentration in specific geographic areas allow us to operate more cost-effectively than many of our competitors.

        We estimate the volume of the global dialysis market was approximately $75 billion for 2012, corresponding to an increase of about 2% compared to the previous year (4% in constant currency terms). Approximately $62 billion represents dialysis services, including the administration of dialysis drugs, and approximately $13 billion represents sales of dialysis products. The following table summarizes net

15

revenues for our North America Segment and our International Segment in our major categories of activity, dialysis care and dialysis products for the three years ended December 31, 2012, 2011 and 2010.

	2012		2011		2010
	(in millions)
North America
Dialysis Care	$	8,230	$	7,113	$	7,094
Dialysis Products		801		813		827
		9,031		7,926		7,921
International
Dialysis Care		2,262		2,170		1,767
Dialysis Products		2,478		2,458		2,156
		4,740		4,628		3,923

Renal Industry Overview

        We offer life-maintaining and life-saving dialysis services and products in a market which is characterized by favorable demographic development. As a global market leader in dialysis products and dialysis services, FMC-AG & Co. KGaA considers it important to possess accurate and current information on the status and development of the global, regional and national markets.

        To obtain and manage this information, FMC-AG & Co. KGaA has developed an internal information tool called Market & Competitor Survey (the "MCS"). The MCS is used within the Company as a tool to collect, analyze and communicate current, accurate and essential information on the dialysis market, developing trends, the market position of FMC-AG & Co. KGaA and those of its competitors. Country-by-country surveys are performed at the end of each calendar year which focus on the total number of patients treated for ESRD, the treatment modality selected, products used, treatment location and the structure of ESRD patient care providers. The survey has been refined over the years to facilitate access to more detailed information and to reflect changes in the development of therapies and products as well as changes to the structure of our competitive environment. The questionnaires are distributed to professionals in the field of dialysis who are in a position to provide ESRD-relevant country specific information themselves or who can coordinate appropriate input from contacts with the relevant know-how in each country. The surveys are then centrally validated and checked for consistency by cross-referencing them with the most recent sources of national ESRD information (e.g. registry data or publications if available) and with the results of surveys performed in previous years. All information received is consolidated at a global and regional level and analyzed and reported together with publicly available information published by our competitors. While we believe the information contained in our surveys and competitor publications to be reliable, we have not independently verified the data or any assumptions from which our MCS is derived or on which the estimates they contain are based, and we do not make any representation as to the accuracy of such information.

        Except as otherwise specified below, all patient and market data in this Report have been derived using our MCS.

End-Stage Renal Disease

        ESRD is the stage of advanced chronic kidney disease characterized by the irreversible loss of kidney function and requires regular dialysis treatment or kidney transplantation to sustain life. A normally functioning human kidney removes waste products and excess water from the blood, which prevents toxin buildup, water overload and the eventual poisoning of the body. Most patients suffering from ESRD must rely on dialysis, which is the removal of toxic waste products and excess fluids from the body by artificial means. A number of conditions – diabetes, hypertension, glomerulonephritis and inherited diseases – can cause chronic kidney disease. The majority of people with ESRD acquire the disease as a complication of one or more of these primary conditions.

        There are currently only two methods for treating ESRD: dialysis and kidney transplantation. Scarcity of compatible kidneys limits transplants. Therefore, most patients suffering from ESRD rely on dialysis.

        We estimate that at the end of 2012, there were approximately 2.96 million ESRD patients worldwide, of which approximately 651,000 were living with a transplanted kidney. For many years the number of

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donated organs worldwide has continued to be significantly lower than the number of patients on transplant waiting lists. Despite ongoing efforts by many regional initiatives to increase awareness of and willingness for kidney donation, the distribution of patients between the various treatment modes has remained nearly unchanged over the past ten years. In both the U.S. and Germany, approximately 20% of all ESRD patients live with a functioning kidney transplant and approximately 80% require dialysis.

        There are two major dialysis methods commonly used today, hemodialysis ("HD") and peritoneal dialysis ("PD"). These are described below under "Dialysis Treatment Options for ESRD." Of the estimated 2.31 million dialysis patients treated in 2012, approximately 2.06 million received HD and about 250,000 received PD. Generally, an ESRD patient's physician, in consultation with the patient, chooses the patient treatment method, which is based on the patient's medical conditions and needs. The number of dialysis patients grew by approximately 7% in 2012.

        The present annual patient growth rate in North America, the largest dialysis market, is approximately 5% per year, while in many developing countries we see annual growth rates of near 10%. We believe that worldwide growth will continue at around 6% per year. At the end of 2012, there were approximately 543,000 patients in North America (including Mexico), approximately 332,000 dialysis patients in the 27 countries of the European Union (E.U.), approximately 285,000 patients in Europe (excluding the E.U. countries), the Middle East and Africa, approximately 240,000 patients in Latin America (excluding Mexico), and approximately 906,000 patients in Asia (including 309,000 patients in Japan).

        Dialysis patient growth rates vary significantly from region to region. A below average increase in the number of patients is experienced in the U.S. and Japan, as well as Western and Central Europe, where patients with terminal kidney failure have had readily available access to treatment, usually dialysis, for many years. In contrast, growth rates in the economically weaker regions were above average, reaching double digit figures in some cases. This indicates that accessibility to treatment is still somewhat limited in these countries, but is gradually improving.

        We estimate that about 19% of worldwide patients are treated in the U.S., around 14% in E.U. and approximately 13% in Japan. The remaining 54% of all dialysis patients are distributed throughout approximately 120 countries in different geographical regions.

        We believe that the continuing growth in the number of dialysis patients is principally attributable to:

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increased general life expectancy and the overall aging of the general population;

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shortage of donor organs for kidney transplants;

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improved dialysis technology that makes life-prolonging dialysis available to a larger patient population;

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greater access to treatment in developing countries; and

•

better treatment and survival of patients with hypertension, diabetes and other illnesses that lead to ESRD.

Dialysis Treatment Options for ESRD

        Hemodialysis.    Hemodialysis removes toxins and excess fluids from the blood in a process in which the blood flows outside the body through plastic tubes known as bloodlines into a specially designed filter, called a dialyzer. The dialyzer separates waste products and excess water from the blood. Dialysis solution flowing through the dialyzer carries away the waste products and excess water, and supplements the blood with solutes which must be added due to renal failure. The treated blood is returned to the patient. The hemodialysis machine pumps blood, adds anti-coagulants, regulates the purification process and controls the mixing of dialysis solution and the rate of its flow through the system. This machine can also monitor and record the patient's vital signs.

        The majority of hemodialysis patients receive treatment at outpatient dialysis clinics, such as ours, where hemodialysis treatments are performed with the assistance of a nurse or dialysis technician under the general supervision of a physician. Hemodialysis patients generally receive treatment three times per week, typically for three to five hours per treatment. In North America, we also established over 140 in-center nocturnal (nighttime) dialysis programs, in which patients receive three overnight treatments per week for about eight hours per treatment.

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        Patients can receive treatment at a clinic run by (1) a public center (government or government subsidiary owned/run), (2) a healthcare organization (non-profit organizations for public benefit purposes), (3) a private center (owned or run by individual doctors or a group of doctors) or (4) a company-owned clinic, including multi-clinic providers (owned or run by a company such as FMC-AG & Co. KGaA). There were approximately 5,900 Medicare-certified ESRD treatment clinics in the U.S. in 2012 with only around 1% of patients receiving care in public centers. In 2012, there were approximately 5,400 dialysis clinics in the E.U. treating dialysis patients. In the E.U., approximately 57% of dialysis patients received care through public centers (including approximately 14% through centers owned by healthcare organizations), approximately 22% through private centers and approximately 21% through company-owned clinics, such as ours. In Latin America, private centers and company-owned clinics predominated, caring for over 84% of all dialysis patients. In Japan, nephrologists (doctors who specialize in the treatment of renal patients) cared for around 80% of the population in their private centers.

        Among company-owned clinics, the two largest providers are FMC-AG & Co. KGaA, caring for approximately 258,000 patients and DaVita, caring for approximately 153,000 patients at the end of 2012. All other company-owned clinics care for approximately 20,000 or less patients each.

        Of the approximately 2.306 million patients who received dialysis care in 2012, more than 89% were treated with hemodialysis. Hemodialysis patients represented about 92% of all dialysis patients in the U.S., approximately 97% of all dialysis patients in Japan, 92% in the E.U. and 85% in the rest of the world. Based on these data, it is clear that hemodialysis is the dominant therapy method worldwide.

        Peritoneal Dialysis.    Peritoneal dialysis removes toxins from the blood using the peritoneum, the membrane lining covering the internal organs located in the abdominal area, as a filter. Most peritoneal dialysis patients administer their own treatments in their own homes and workplaces, either by a treatment known as continuous ambulatory peritoneal dialysis or CAPD, or by a treatment known as continuous cycling peritoneal dialysis or CCPD. In both of these treatments, a surgically implanted catheter provides access to the peritoneal cavity. Using this catheter, the patient introduces a sterile dialysis solution from a solution bag through a tube into the peritoneal cavity. The peritoneum operates as the filtering membrane and, after a specified dwell time, the solution is drained and disposed. A typical CAPD peritoneal dialysis program involves the introduction and disposal of dialysis solution four times a day. With CCPD, a machine pumps or "cycles" solution to and from the patient's peritoneal cavity while the patient sleeps. During the day, one and a half to two liters of dialysis solution remain in the abdominal cavity of the patient. The human peritoneum can be used as a dialyzer only for a limited period of time, ideally only if the kidneys are still functioning to some extent.

Our Strategy and Competitive Strengths

Company Strategy

        Our long-term strategy aims at sustainably increasing shareholder value. We focus our business activities on out patients' health and hence on the quality of treatment with the objective of improving their quality of life and raising their life expectancy. The Management Board uses a number of different tools and indicators to evaluate our business performance, develop our strategy and make investment decisions.

        Our strategy takes into account concrete, measurable growth targets as well as long-term trend forecasts in the dialysis market. We not only expect the number of patients to increase but also the quality of services provided and of the products available to become even more important in the future. We think integrated care for kidney patients is another area that will continue to grow in the future. In response to this, we will not only focus our business on individual services or dialysis products, but also on combining the different areas of application related to dialysis, such as combining treatment concepts with dialysis drugs.

        In September 2010, we presented a mid-term strategy with defined targets in the form of Goal 13; which drew upon the previous growth strategy, GOAL 10. GOAL 13 stands for "Growth Opportunities to Assure Leadership in 2013" and describes the four growth paths that we follow with the aim of boosting success across the broadest possible spectrum of the global dialysis market and achieving our growth targets. As GOAL 13 comes to a close in 2013, we intend to set new goals in the current financial year that will allow us to maintain our outstanding market position and to be successful in the dialysis market.

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Growth Paths

        We have established four paths that the Company continues to follow in order to perform successfully in a broader spectrum of the global dialysis market and to achieve our growth and profitability objectives. Our four growth paths are described below:

Path 1: Organic Growth

        For this path, we will continue to offer integrated, innovative treatment concepts, such as UltraCare, NephroCare and our recently introduced Protect, Preserve and Prolong ("P3") comprehensive PD therapy program, and combine these treatments with our dialysis drugs, for example. With these measures, we want our portfolio of services to stand out from those of our competitors. In addition, we plan to increase our growth in revenue by opening around 50-100 new dialysis clinics annually over the next years.

        We also intend to continue to innovate with dialysis products. High-quality products such as our Cordiax therapy system and the 2008T, 2008k@home and 4008S classic HD machines as well as the 5008 therapy system in addition to cost-effective manufacturing are intended to contribute significantly to the further growth of our dialysis products sector.

Path 2: Acquisitions

        With our long-term growth objectives and our aim to boost profitability in mind, we regularly investigate possible acquisitions to selectively expand our dialysis clinic network. We intend to make attractive, targeted acquisitions broadening our network of dialysis clinics. In North America we want to expand our clinic network in particularly attractive regions. Outside the North America, we intend to participate in the privatization process of healthcare systems and seek to achieve above-average growth in Eastern Europe and Asia; acquisitions will support these activities. See Item 4, "Information on the Company – History and Development of the Company – History."

Path 3: Horizontal Expansion

        We intend to continue to increase our activities in some areas of dialysis medication. Initially, we focused on drugs regulating patients' mineral and blood levels, including phosphate binders, iron and Vitamin D supplements and calcimimetics. High phosphate levels in the blood can lead to medium-term damage to patients' bones and blood vessels. To this end, we acquired PhosLo®, a phosphate binder, and we entered into license and distribution agreements to market and distribute intravenous iron products such as Venofer®, Injectafer® in the U.S., and Ferinject outside of the U.S. for dialysis treatment. We expanded upon those agreements by forming a renal pharmaceutical company, VFMCRP, designed to develop and distribute products to treat iron deficiency anemia and bone mineral metabolism for pre-dialysis and dialysis patients. See the discussion of "Renal Pharmaceuticals" below.

Path 4: Home Therapies

        Around 11% of all dialysis patients perform dialysis at home, principally PD, with the remaining 89% treated in clinics. Still, we aim to achieve a long-term leading global position in the relatively small field of home therapies, including peritoneal dialysis and home hemodialysis. We can also achieve this goal by combining our comprehensive and innovative product portfolio with our expertise in patient care. Through acquisitions, we acquired technology that significantly reduces water volumes used in hemodialysis, and under license from an acquiree, we have completed functional prototypes of a portable artificial kidney for attended and home dialysis care and have demonstrated a feasibility prototype of a wearable artificial kidney.

Our Competitive Strengths

        We believe that we are well positioned to meet our strategic objectives. Our competitive strengths include:

Our Leading Market Position

        Based on publicly reported sales and number of patients treated, we are the world's largest kidney dialysis company, operating in both the field of dialysis products and the field of dialysis services. We use the insight we gain when treating patients in developing new and improved products. We believe that our size, our activities in both dialysis care and dialysis products and our concentration in specific geographic areas allow us to operate more cost-effectively than many of our competitors.

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Our Full Spectrum of Dialysis and Laboratory Services

        We provide expanded and enhanced patient services, including renal pharmaceutical products and in the United States, laboratory services, to both our own clinics and those of third parties. We have developed disease state management methodologies, which involve the coordination of holistic patient care for ESRD patients and which we believe are attractive to managed care payors. We provide ESRD and chronic kidney disease management programs to about 4,000 patients. In the United States, we also operate surgical centers for the management and care of vascular access for ESRD patients, which can decrease hospitalization.

Differentiated Patient Care Programs from those of our Competitors

        We believe that our UltraCare® Patient Care program offered at our North American dialysis facilities distinguishes and differentiates our patient care from that of our competitors. UltraCare® represents our commitment to deliver excellent care to patients through innovative programs, the latest technology, continuous quality improvement and a focus on superior customer service.

Our Reputation for High Standards of Patient Care and Quality Products and our Extensive Clinic Network

        We believe that our reputation for providing high standards of patient care is a competitive advantage. With our large patient population, we have developed proprietary patient statistical databases which enable us to improve dialysis treatment outcomes and further improve the quality and effectiveness of dialysis products. Our extensive network of dialysis clinics enables physicians to refer their patients to conveniently located clinics.

Our Position as an Innovator in Product and Process Technology

        We are committed to technological leadership in both hemodialysis and peritoneal dialysis products. Our research and development teams focus on offering patients new products and therapies in the area of dialysis and other extracorporeal therapies to improve their quality of life and increase their life expectancy. We believe that our extensive expertise in patient treatment and clinical data will further enhance our ability to develop more effective products and treatment methodologies. Our ability to manufacture dialysis products on a cost-effective and competitive basis results in large part from our process technologies. Over the past several years, we have reduced manufacturing costs per unit through development of proprietary manufacturing technologies that have streamlined and automated our production processes.

Our Complete Dialysis Product Lines with Recurring Disposable Products Revenue Streams

        We offer broad and competitive hemodialysis and peritoneal dialysis product lines. These product lines enjoy broad market acceptance and enable us to serve as our customers' single source for all of their dialysis machines, systems and disposable products.

Our Worldwide Manufacturing Facilities

        We operate state-of-the-art production facilities in all major regions – North America, Europe, Latin America and Asia Pacific – to meet the demand for our dialysis products, including dialysis machines, dialyzers, and other equipment and disposables. We have invested significantly in developing proprietary processes, technologies and manufacturing equipment which we believe provides a competitive advantage in manufacturing our products. Our decentralized manufacturing structure adds to our economies of scale by reducing transportation costs.

Dialysis Care

Dialysis Services

        We provide dialysis treatment and related laboratory and diagnostic services through our network of 3,160 outpatient dialysis clinics, 2,082 of which are in North America (including Mexico) and 1,078 of which are in 40 countries outside of North America. Our operations within North America generated 78% of our 2012 dialysis care revenue and our operations outside North America generated 22%. Our dialysis clinics are generally concentrated in areas of high population density. In 2012, we acquired a total of 276 existing clinics, opened 65 new clinics and sold or consolidated 79 clinics. The number of patients we treat

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at our clinics worldwide increased by about 11%, from 233,156 at December 31, 2011 to 257,916 at December 31, 2012. For 2012, dialysis services accounted for 76% of our total revenue.

        With our large patient population, we have developed proprietary patient statistical databases which enable us to improve dialysis treatment outcomes, and further improve the quality and effectiveness of dialysis products. We believe that local physicians, hospitals and managed care plans refer their ESRD patients to our clinics for treatment due to:

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our reputation for quality patient care and treatment;

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our extensive network of dialysis clinics, which enables physicians to refer their patients to conveniently located clinics; and

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our reputation for technologically advanced products for dialysis treatment.

        At our clinics, we provide hemodialysis treatments at individual stations through the use of dialysis machines and disposable products. A nurse attaches the necessary tubing to the patient and the dialysis machine and monitors the dialysis equipment and the patient's vital signs. The capacity of a clinic is a function of the number of stations and such factors as type of treatment, patient requirements, length of time per treatment, and local operating practices and ordinances regulating hours of operation.

        Each of our dialysis clinics is under the general supervision of a physician medical director. (See "Patients, Physician and Other Relationships.") Each dialysis clinic also has an administrator or clinical manager who supervises the day-to-day operations of the facility and the staff. The staff typically consists of registered nurses and licensed practical nurses. Our North America clinics also employ patient care technicians, a social worker, a registered dietician, a unit clerk and biomedical technicians, while in some countries within our International Segment, the staff also includes technicians, social workers and dieticians.

        As part of the dialysis therapy, we provide a variety of services to ESRD patients at our dialysis clinics in the U.S. These services include administering EPO, a synthetic engineered hormone that stimulates the production of red blood cells. EPO is used to treat anemia, a medical complication that ESRD patients frequently experience. We administer EPO to most of our patients in the U.S. Amgen Inc. is the sole manufacturer of EPO in U.S. and any interruption of supply could materially adversely affect our business, financial condition and results of operations. Our current sourcing and supply contract with Amgen for EPO covers the period from January 1, 2012 to December 2014. Prior to January 1, 2011, when the ESRD PPS became effective, administration of EPO was separately billable under the composite rate payment system then in effect, and reimbursement for EPO represented a significant part of our dialysis care revenue. Starting January 2011, ESAs such as EPO are included in the expanded ESRD PPS bundled rate. A material increase in our utilization or acquisition cost for EPO without an increase in the ESRD PPS bundled reimbursement rate could materially adversely affect our financial condition and results of operations.

        Our clinics also offer services for home dialysis patients, the majority of whom receive peritoneal dialysis treatment. For those patients, we provide materials, training and patient support services, including clinical monitoring, follow-up assistance and arranging for delivery of the supplies to the patient's residence. (See "– Regulatory and Legal Matters – Reimbursement – U.S." for a discussion of billing for these products and services.)

        We also provide dialysis services under contract to hospitals in the U.S. on an "as needed" basis for hospitalized ESRD patients and for patients suffering from acute kidney failure. Acute kidney failure can result from trauma or similar causes, and requires dialysis until the patient's kidneys recover their normal function. We service these patients either at their bedside, using portable dialysis equipment, or at the hospital's dialysis site. Contracts with hospitals provide for payment at negotiated rates that are generally higher than the Medicare reimbursement rates for chronic in-clinic outpatient treatments.

        We employ a centralized approach with respect to certain administrative functions common to our operations. For example, each dialysis clinic uses our proprietary manuals containing our standardized operating and billing procedures. We believe that centralizing and standardizing these functions enhance our ability to perform services on a cost-effective basis.

        The manner in which each clinic conducts its business depends, in large part, upon applicable laws, rules and regulations of the jurisdiction in which the clinic is located, as well as our clinical policies. However, a patient's attending physician, who may be the clinic's medical director or an unaffiliated

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physician with staff privileges at the clinic, has medical discretion to prescribe the particular treatment modality and medications for that patient. Similarly, the attending physician has discretion in prescribing particular medical products, although the clinic typically purchases equipment, regardless of brand, in consultation with its medical director.

        In the more than 40 countries outside North America in which we currently operate or manage dialysis clinics we face legal, regulatory and economic environments varying significantly from country to country. These individual environments can affect all aspects of providing dialysis services including our legal status, the extent to which we can provide dialysis services, the way we have to organize these services and the system under which we are reimbursed. (See "– Regulatory and Legal Matters – Reimbursement – International (Including Germany and Other Non-U.S.)" for further discussion of reimbursement.) Our approach to managing this complexity utilizes local management to ensure the strict adherence to the individual country rules and regulations and international functional departments supporting country management with processes and guidelines enabling the delivery of the highest possible quality level of dialysis treatment. We believe that with this bi-dimensional organization we will be able to provide superior care to dialysis patients under the varying local frameworks leading to improved patient well-being and to lower social cost.

Laboratory Services

        We have full service laboratories that support the needs of our patients in the U.S. and we also provide laboratory testing and marketing services in the U.S. through Spectra Laboratories ("Spectra"). Spectra provides blood, urine and other bodily fluid testing services to determine the appropriate individual dialysis therapy for a patient and to assist physicians in determining whether a dialysis patient's therapy regimen, diet and medicines remain optimal.

Acquisitions and Investments

        A significant factor in the growth in our revenue and operating earnings in prior years has been our ability to acquire healthcare businesses, particularly dialysis clinics, on reasonable terms. Worldwide, physicians own many dialysis clinics that are potential acquisition candidates for us. In the U.S., doctors might decide to sell their clinics to obtain relief from day-to-day administrative responsibilities and changing governmental regulations, to focus on patient care and to realize a return on their investment. Outside of the U.S., doctors might determine to sell to us and/or enter into joint ventures or other relationships with us to achieve the same goals and to gain a partner with extensive expertise in dialysis products and services. Privatization of health care in Eastern Europe and Asia could present additional acquisition opportunities.

        During 2012 and 2011, we had total acquisitions and investments of $1,879 million and $1,785 million, respectively. Of the total 2012 acquisitions and investments, the cash consideration for the Liberty Acquisition amounted to approximately $1,697 million. See "Information on the Company – History and Development of the Company – History," above and Note 2 of the Notes to the Consolidated Financial Statements, "Acquisition of Liberty Dialysis Holdings," for more information on the Liberty Acquisition. We continued to enhance our presence outside the U.S. in 2012. In 2011, the cash consideration amounted to $1,785 million, primarily for acquisitions of International Dialysis Centers, the dialysis service business of Euromedic International, and American Access Care Holdings, LLC, which operates vascular access centers, for loans provided to, as well as the purchase of a 49% ownership of, the related party Renal Advantage Partners LLC, the parent company of Renal Advantage, Inc., a provider of dialysis services, and through payments for the extension of the activities of VFMCRP, our renal pharmaceutical joint venture with Galenica. We also acquired individual or small groups of dialysis clinics in selected markets, expanded existing clinics and opened new clinics.

        For further discussion of our 2012 acquisitions and investments, see "Information on the Company – History and Development of the Company – History," above and "– Our Strategy and Competitive Strengths – Growth Paths-Path 3 – Horizontal Expansion" and "Renal Pharmaceuticals" above.

Quality Assurance and Quality Management in Dialysis Care

        With regard to treatment quality, our clinics work in conformance with the generally accepted quality standards of the industry, particularly the KDOQI (Kidney Disease Outcomes Quality Initiative) guidelines from the United States, the European EBPG standard (European Best Practice Guidelines) and increasingly, the KDIGO (Kidney Disease: Improving Global Outcomes) guidelines, a worldwide initiative

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that is still at an early stage. Clinical data management systems are used to routinely collect certain medical parameters, which we evaluate in anonymized form in compliance with these guidelines.

        The goal is to measure and continuously improve the quality of our dialysis treatments. One of these parameters is the dialyzer clearance multiplied by time, which represents the volume of fluid completely cleared of urea during a single treatment divided by the volume of water a patient's body contains ("Kt/V") value. Another quality indicator is the level of albumin in the blood that is indicative of a patient's general nutritional status. We also aim to achieve a defined hemoglobin value and defined phosphate concentrations for each of our patients. The number of days patients spend in hospital for reasons other than dialysis is also an important indicator for us; days spent in hospital significantly reduce the quality of life for dialysis patients and are also very expensive.

        In our European region (includes our EU, European non-EU, Middle East and African operations), our quality management activities are primarily focused on comprehensive development and implementation of an Clinic Quality Management System as part of an Integrated Management System ("IMS") for quality management. Our goals in this area include not only meeting quality requirements for our dialysis clinics and environmental concerns, but also managing the quality of our dialysis care. This approach results in an IMS structure that closely reflects existing corporate processes. We are also able to use the IMS to fulfill many legal and normative regulations covering service lines. In addition, the integrated management system standard offers a highly flexible structure that allows us to adapt to future regulations. Our IMS fulfills the ISO-Norm 9001:2008 requirements for quality management systems and links it with the ISO-Norm 14001:2004 for environmental management systems. At the same time, the IMS conforms to the medical devices requirements of ISO-Norm 13485:2003.

        Our dialysis clinics' processes and documentation are regularly inspected by internal auditors and external parties. The underlying quality management system is certified and found to be in compliance with relevant regulations, requirements and company policies. Currently, 19 countries within our European region have dialysis clinics which are certified according the quality management standard ISO 9001:2008.

        Additionally, we have a comprehensive program in our European region, NephroCare Excellence. NephroCare Excellence brings together in one comprehensive program all of our quality and efficiency standards as well as proven best practices from different countries. The program is designed to support more than 25 individual countries in introducing NephroCare's quality standards and tools to all clinics efficiently, systematically and within a defined timeframe. Our goal is to harmonize the routines in our network of clinics, to make sure that clinic employees identify with the values of NephroCare, and to foster awareness of the NephroCare brand and of our commitment to enabling affordable renal replacement therapy for the different healthcare authorities worldwide.

        The UltraCare® program of our North America dialysis services group represents our commitment to deliver excellent care to patients through innovative programs, state-of-the art technology, continuous quality improvement and a focus on superior patient service. It combines our latest product technology with our highly trained and skilled staff to offer our patients what we believe is a superior level of care. The basis for this form of treatment is the Optiflux® polysulfone single-use dialyzer. Optiflux® single use dialyzers are combined with our 2008™ Hemodialysis Delivery System series, which has advanced online patient monitoring and Ultra Pure Dialysate, all of which we feel improve mortality rates and increase the quality of patient care. The UltraCare® program also utilizes several systems to allow the tailoring of treatment to meet individual patient needs. Among the other capabilities of this system, staff will be alerted if toxin clearance is less than the target prescribed for the patient, and treatment can be adjusted accordingly. The UltraCare® program also includes an annual training program for staff recertification. Additionally, the UltraCare® at Home™ emphasizes patient-centered care: offering the full range of treatment modalities coupled with superior customer service for patients desiring care in the home setting.

        At each of our North America dialysis clinics, a quality assurance committee is responsible for reviewing quality of care data, setting goals for quality enhancement and monitoring the progress of quality assurance initiatives. We believe that we enjoy a reputation of providing high quality care to dialysis patients. In 2012, the Company continued to develop and implement programs to assist in achieving our quality goals. Our Access Intervention Management Program detects and corrects arteriovenous access failure in hemodialysis treatment and the percentage of patients who use catheters, which is the major cause of hospitalization and morbidity.

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        Our principal focus of our research and development activities is the development of new products, technologies and treatment concepts to optimize treatment quality for dialysis patients. See Item 5.C, "Operating and Financial Review and Prospects – Research and Development."

Sources of U.S. Dialysis Care Net Revenue

        The following table provides information for the years ended December 31, 2012, 2011 and 2010 regarding the percentage of our U.S. dialysis treatment services net revenues from (a) the Medicare ESRD program, (b) private/alternative payors, such as commercial insurance and private funds, (c) Medicaid and other government sources and (d) hospitals.

	Year Ended December 31,
	2012			2011			2010
Medicare ESRD program		48.0	%		46.2	%		49.4	%
Private / alternative payors		42.6	%		42.8	%		42.3	%
Medicaid and other government sources		4.5	%		5.9	%		3.4	%
Hospitals		4.9	%		5.1	%		4.9	%
Total		100.0	%		100.0	%		100.0	%

        Under the Medicare ESRD program, Medicare reimburses dialysis providers for the treatment of certain individuals who are diagnosed as having ESRD, regardless of age or financial circumstances. See "Regulatory and Legal Matters – Reimbursement."

Patient, Physician and Other Relationships

        We believe that our success in establishing and maintaining dialysis clinics, both in the U.S. and in other countries, depends significantly on our ability to obtain the acceptance of and referrals from local physicians, hospitals and managed care plans. In nearly all our dialysis clinics, local doctors, who specialize in the treatment of renal patients (nephrologists) act as practitioners. A dialysis patient generally seeks treatment at a conveniently located clinic at which the patient's nephrologist has staff privileges. Our ability to provide high-quality dialysis care and to fulfill the requirements of patients and doctors depends significantly on our ability to enlist nephrologists for our dialysis clinics and receive referrals from nephrologists, hospitals and general practitioners.

        Medicare ESRD program reimbursement regulations require that a medical director generally supervise treatment at a dialysis clinic. Generally, the medical director must be board certified or board eligible in internal medicine or pediatrics, have completed a board-approved training program in nephrology and have at least twelve months of experience providing care to patients undergoing dialysis. Our medical directors also generally maintain their own private practices. We have entered into written agreements with physicians who serve as medical directors in our clinics. In North America these agreements generally have an initial term between five to ten years. The compensation of our medical directors and other contracted physicians is negotiated individually and depends in general on local factors such as competition, the professional qualification of the physician, their experience and their tasks as well as the size and the offered services of the clinic. The total annual compensation of the medical directors and the other contracted physicians is stipulated at least one year in advance and the medical directors agree to seek to continue to improve efficiency and quality. We believe that the compensation of our medical directors is in line with the market.

        Almost all contracts we enter into with our medical directors in the United States as well as the typical contracts which we obtain when acquiring existing clinics, contain non-competition clauses concerning certain activities in defined areas for a defined period to time. These clauses do not enjoin the physicians from performing patient services directly at other locations/areas. As prescribed by law we do not require physicians to send patients to us or to specific clinics or to purchase or use specific medical products or ancillary services.

        A number of the dialysis and vascular access centers we operate are owned, or managed, by joint ventures in which we hold a controlling interest and one or more hospitals, physicians or physician practice groups hold a minority interest. We also have agreements with physicians to provide management and administrative services at vascular access centers in which physicians or physicians groups hold an ownership interest. While we have structured our joint ventures to comply with many of the criteria for safe harbor protection under the U.S. Federal Anti-Kickback Statute, our investments in these joint

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venture arrangements and administrative service agreements do not satisfy all the elements of such safe harbors.

Competition

        Dialysis Services.    Our largest competitors in the North America Segment are DaVita, Inc. and Dialysis Clinic Inc. and, in our International Segment, our largest competitors are Kuratorium für Heimdialyse and Diaverum (formerly the non-U.S. dialysis services business of Gambro AB) in Europe, Showai-Kai and Tokushu-Kai in Asia Pacific, and Baxter International Inc. and Diaverum in Latin America. Ownership of dialysis clinics in the U.S. consists of a large number of company-owned clinic providers, each owning ten or fewer clinics and a small number of larger company-owned, multi-clinic providers who own the majority of U.S. clinics, of which the Company and DaVita are the largest. Over the last decade the dialysis industry has been characterized by ongoing consolidations. Internationally, the dialysis services market is much more fragmented, with a higher degree of public ownership in many countries.

        Many of our dialysis clinics are in urban areas, where there frequently are many competing clinics in proximity to our clinics. We experience direct competition from time to time from former medical directors, former employees or referring physicians who establish their own clinics. Furthermore, other healthcare providers or product manufacturers, some of which have significant operations, may decide to enter the dialysis business in the future.

        Because in the U.S., government programs are the primary source of reimbursement for services to the majority of patients, competition for patients in the U.S. is based primarily on quality and accessibility of service and the ability to obtain admissions from physicians with privileges at the facilities. However, the extension of periods during which commercial insurers are primarily responsible for reimbursement and the growth of managed care have placed greater emphasis on service costs for patients insured with private insurance.

        In most countries other than the U.S., we compete primarily against individual freestanding clinics and hospital-based clinics. In many of these countries, especially the developed countries, governments directly or indirectly regulate prices and the opening of new clinics. Providers compete in all countries primarily on the basis of quality and availability of service and the development and maintenance of relationships with referring physicians.

        Laboratory Services.    Spectra competes in the U.S. with large nationwide laboratories, dedicated dialysis laboratories and numerous local and regional laboratories, including hospital laboratories. In the laboratory services market, companies compete on the basis of performance, including quality of laboratory testing, timeliness of reporting test results and cost-effectiveness. We believe that our services are competitive in these areas.

Dialysis Products

        Based on internal estimates prepared using our MCS, publicly available market data and our data of significant competitors, we are the world's largest manufacturer and distributor of equipment and related products for hemodialysis and the second largest manufacturer and distributer of peritoneal dialysis products, measured by publicly reported revenues. We sell our dialysis products directly and through distributors in more than 120 countries. Most of our customers are dialysis clinics. For the year 2012, dialysis products accounted for 24% of our total revenue.

        We produce a wide range of machines and disposables for HD, PD and acute dialysis:

•

HD machines and PD cyclers

•

Dialyzers, our largest product group

•

PD solutions in flexible bags

•

HD concentrates, solutions and granulates

•

Bloodlines

•

Systems for water treatment

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        Our product business also includes adsorbers, which are specialized filters used in other extracorporeal therapies. In addition we sell products from other producers, including specific instruments for vascular access as well as other supplies, such as bandages, clamps and injections. We also include our PhosLo®, Phoslyra® and Venofer® iron products and sales of other renal pharmaceutical products as part of our dialysis product revenues. Our Body Composition Monitor is sold as part of both our peritoneal and hemodialysis products. The Body Composition Monitor is used for home dialysis to determine a patient's body composition (water, body mass and fat) which assesses a patient's hydration state to assist in determining the patient's therapy

        The markets in which we sell our dialysis products are highly competitive. The three largest manufacturers of dialysis products accounted for approximately 64% of the worldwide market in 2012. As the market leader in dialysis products, we had approximately a 33% market share. We estimate that in 2012, we supplied approximately 45% of global dialyzer production and approximately 55% of all HD machines sold worldwide. In 2012, our market share for PD products sold worldwide, after our acquisition of Gambro's PD business, was 20%.

Overview

        The following table shows the breakdown of our dialysis product revenues into sales of hemodialysis products, peritoneal dialysis products and other dialysis products.

	Year Ended December 31,
	2012				2011				2010
	Total Product Revenues		% of Total		Total Product Revenues		% of Total		Total Product Revenues		% of Total
	(in millions)
Hemodialysis Products	$	2,649		80	$	2,603		79	$	2,348		79
Peritoneal Dialysis Products		415		13		417		13		329		11
Other		245		7		268		8		306		10
Total	$	3,309		100	$	3,288		100	$	2,983		100

Hemodialysis Products

        The reduction of risk factors for cardiovascular diseases ("CVD") is core to the development of dialysis systems and products at FMC-AG & Co. KGaA. Taking this challenge into account, we offer a comprehensive hemodialysis product line, including HD machines, modular components for dialysis machines, Polysulfone dialyzers, bloodlines, HD solutions and concentrates, needles, connectors, machines for water treatment, data administration systems, dialysis chairs, PhosLo® and Phoslyra® phosphate binders, Venofer® iron products, and other renal drug products. We continually strive to expand and improve the capabilities of our hemodialysis systems to offer an advanced treatment mode at reasonable cost.

        Dialysis Machines.    We sell our 4008, 5008, and 5008s Series HD dialysis machines in our International Segment. In North America, we sell our 2008® Series machines, modeled on the 4008 Series. The 4008/2008 series is the most widely sold machine for hemodialysis treatment. The 2008T is the only hemodialysis machine currently available with the Clinical Data eXchange^TM ("CDX") feature. CDX allows machine users to toggle their 2008T monitor view to provide access to their medical information system and dialysis screen. In 2011 in North America, the 2008K@home hemodialysis machine was introduced, which features user interface enhancements and the WetAlert^TM wireless wetness detector for identification of blood leaks. In our International Segment, the 4008S classic machine is a basic dialysis machine for performing conventional HD treatments with limited therapy options for budget-focused customers. Following the successful launch of the 5008 series, we concentrated on the continued improvement of the reliable operation of our model 5008 dialysis machine in clinical use and under increasingly varied conditions in international applications. These efforts for improvement have taken into account considerable feedback from our own dialysis clinics as well as from other customers while focusing on therapeutic, technical, and economic aspects of the machine. The 5008 series is intended to gradually replace most of the 4008 series in the coming years. The successor 5008 contains a number of newly developed technical components for revised and improved dialysis processes and is offering the most efficient therapy modality, ONLINE-Hemodiafilitration ("ONLINE HDF"), as a standard feature. Our latest machine software upgrades the 5008 Therapy System to the CorDiax product line for use with our

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FX CoreDiax dialyzers. Significant advances in the field of electronics enable highly complex treatment procedures to be controlled and monitored safely and clearly through dedicated interfaces. Our dialysis machines offer the following features and advantages:

•

Volumetric dialysate balancing and ultrafiltration control system. This system, which we introduced in 1977, provides for safe and more efficient use of highly permeable dialyzers, permitting efficient dialysis with controlled rates of fluid removal;

•

Proven hydraulic systems, providing reliable operation and servicing flexibility;

•

Compatibility with all manufacturers' dialyzers and a variety of bloodlines and dialysis solutions, permitting maximum flexibility in both treatment and disposable products usage;

•

Modular design, which permits us to offer dialysis clinics a broad range of options to meet specific patient or regional treatment requirements and specialized modules that provide monitoring and response capability for selected biophysical patient parameters, such as body temperature and relative blood volume. Modular design also allows upgrading through module substitution without replacing the entire machine;

•

Sophisticated microprocessor controls, touchscreen interfaces, displays and/or readout panels that are adaptable to local language requirements;

•

Battery backup, which continues operation of the blood circuit and all protective systems up to 20 minutes following a power failure;

•

Online clearance, measurement of dialyzer clearance for quality assurance with On-Line Clearance Monitoring, providing immediate effective clearance information, real time treatment outcome monitoring, and therapy adjustment during dialysis without requiring invasive procedures or blood samples;

•

Clinical Data eXchange in the 2008T:

•

The 2008T features an industrial grade computer inside the machine, as well as, an external keyboard and touchpad;

•

The Medical Information System (MIS) and dialysis screens are accessible on the same monitor by simply pressing the CDX toggle key; and

•

Clinicians no longer need to leave the patient station to gain access via standalone computers on the treatment floor or at nursing stations;

•

Online data collection capabilities and computer interfacing with our TDMS and/or FDS08 systems. Our systems enable us to:

•

monitor and assess prescribed therapy;

•

connect a large number of hemodialysis machines and peripheral devices, such as patient scales, blood chemistry analyzers and blood pressure monitors, to a computer network;

•

enter nursing records automatically at bedside;

•

adapt to new data processing devices and trends;

•

perform home hemodialysis with remote monitoring by a staff caregiver; and

•

record and analyze trends in medical outcome factors in hemodialysis patients;

•

The series 2008k@home, a dialysis machine specifically developed for in home use with an intuitively designed user interface and the addition of the wetness detector for increased safety. The use of our most advanced technology and adaptability for in-home use makes this machine highly accessible for patients who would like more flexibility and control throughout their dialysis process; and

•

In the series 5008 CorDiax, the most efficient therapy mode ONLINE HDF is standard.

        Dialyzers.    We manufacture our F-Series and premium FX class® series of dialyzers and our Optiflux® polysulfone single-use dialyzer using hollow fiber Fresenius Polysulfone® and Helixone® membranes from synthetic materials. We estimate that we are the leading worldwide producer of polysulfone dialyzers. In 2011, we introduced the new FX CorDiax dialyzer which contains the Helixone®plus high performance

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membrane. The Helixone®plus membrane selectively filters out toxins such as phosphates to reduce the risk of cardiovascular disease. It was improved in 2011 with the addition of improved performance characteristics and is characterized by a very high permeability to enable an increased removal of uremic toxins in the middle molecular weight range.

        We believe that Polysulfone offers the following superior performance characteristics compared to other materials used in dialyzers:

•

increased biological compatibility, resulting in reduced incidence of adverse reactions to the fibers;

•

greater capacity to clear uremic toxins from patient blood during dialysis, permitting more thorough, more rapid dialysis, resulting in shorter treatment time; and

•

a complete range of permeability or membrane pore size, which permits dialysis at prescribed rates – high flux and low flux, as well as ultra flux for acute dialysis and allows tailoring of dialysis therapy to individual patients.

Other Dialysis Products

        We manufacture and distribute arterial, venous, single needle and pediatric bloodlines. We produce both liquid and dry dialysate concentrates. Liquid dialysate concentrate is mixed with purified water by the hemodialysis machine to produce dialysis solution, which removes the toxins and excess water from the patient's blood during dialysis. Dry concentrate, developed more recently, is less labor-intensive to use, requires less storage space and may be less prone to bacterial growth than liquid solutions. We also produce dialysis solutions in bags, including solutions for priming and rinsing hemodialysis bloodlines, as well as connection systems for central concentrate supplies and devices for mixing dialysis solutions and supplying them to hemodialysis machines. Other products include solutions for disinfecting and decalcifying hemodialysis machines, fistula needles, hemodialysis catheters, and products for acute renal treatment.

Peritoneal Dialysis Products

        We offer a full line of peritoneal dialysis systems and solutions which include both continuous ambulatory peritoneal dialysis ("CAPD") and continuous cycling peritoneal dialysis ("CCPD") also called automated peritoneal dialysis ("APD").

        CAPD Therapy:    We manufacture both systems and solutions for CAPD therapy. Our product range offers the following advantages for patients including:

•

Fewer possibilities for touch contamination.  Our unique PIN and DISC technology was designed to reduce the number of steps in the fluid exchange process and by doing so decreases the risk of infection, particularly in the disconnection step in which the patient connector is closed automatically without any direct touch intervention.

•

Optimal biocompatibility.  Our PD stay safe Balance and stay safe Bicavera® solutions are pH neutral and have ultra-low glucose degradation product contents providing greater protection for the peritoneal membrane and allowing for the protection of residual renal function of the PD patients.

•

Environmentally friendly material:  In our International Segment, our stay    •    safe® system is made of Biofine®, a material developed by Fresenius, which upon combustion is reduced to carbon dioxide and is PVC and plasticizer free. Biofine® requires less energy to manufacture, generates less waste and is easy to recycle.

        APD Therapy:    We have been at the forefront of the development of automated peritoneal dialysis machines since 1980. APD therapy differs from CAPD in that fluid is infused into the patient's peritoneal cavity while the patient sleeps. The effectiveness of the therapy is dependent on the dwell time, the composition of the solution used, the volume of solution and the time of the treatment, usually 8 - 10 hours. APD offers a number of benefits to patients:

•

Improved quality of life.  The patient is treated at night and can lead a more normal life during the day without fluid exchange every few hours.

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•

Improved adequacy of dialysis.  By adjusting the parameters of treatment it is possible to provide more dialysis to the patient compared to conventional CAPD therapy. This therapy offers important options to physicians such as improving the delivered dose of dialysis for certain patients.

•

Personalized adapted APD.  The cycler allows patients to be treated using a modified version of APD where short dwell times with small fill volumes are used first to promote ultrafiltration and subsequently longer dwell times and larger fill volumes promote the removal of uremic toxins from the blood.

        Our automated peritoneal dialysis equipment incorporates microprocessor technology. This offers physicians the opportunity to program specific prescriptions for individual patients. Our APD equipment product line includes:

•

sleep    •    safe:  The sleep    •    safe machine has been used since 1999. It has automated connection technology thus further reducing the risk on touch contamination. Another key safety feature is the barcode recognition system for the various types of solution bags used. This improves compliance and ensures that the prescribed dosage is administered to the patient. There is also a pediatric option for the treatment of infants. The sleep    •    safe machine allows for innovative and simple ways of individualizing APD prescriptions to achieve better treatment results, including personalized adapted APD therapy.

•

North American cycler portfolio:  This includes: (a) the Liberty® cycler introduced in 2008 incorporating many new operational and safety features with an innovative piston driven pumping cassette design, and user interface enhancements such as color touch screen which guides the patient through the setup and treatment, (b) the Freedom® cyclers for low volume applications and acute markets, and (c) the Newton IQ® Cycler, which offers gentle gravity fills and drains as well as the option of pumping waste dialysate directly into the receptacle. The IQcard™, a credit-card sized card or USB stick can provide actual treatment details and results to the physician for compliance monitoring and, when used with our North American PD cyclers, can upload the patient's prescription into the machine.

•

Patient Management Software:  We have developed specific patient management software tools to support both CAPD and APD therapies in the different regions of the world. These include: PatientOnLine, IQsystem™, Pack-PD® and FITTesse™. These tools can be used by physicians and nurses to design and monitor treatment protocols thus ensuring that therapy is optimized and that patient care is maximized. These different approaches aim to support physicians and nurses in better formulating treatments for a patient's individual needs; improving a patient's quality of life while safely extending their time on PD.

        In 2011 and 2012, we were dedicated to the integration of Gambro's PD business, which we acquired in 2010 and growth of the consolidated PD portfolio by providing appropriate support to the local country structures. The successful integration of the Gambro portfolio resulted in strong sales growth for home therapies of 4.8% at constant currency (flat at current rates) as compared with the previous year.

Renal Pharmaceuticals

        We acquired the rights to PhosLo® in November 2006. We have received approval of PhosLo® in selected European countries and of OsvaRen, a phosphate binder that supports bone and cardiovascular health, in most EU member states. In October 2008, a competitor's generic phosphate binder that competes with PhosLo® was introduced in the U.S. market, which reduced our PhosLo® sales in 2009. In October 2009, we launched a competing authorized generic version of the PhosLo® existing gelcap formulation in the U.S. In April 2011, the FDA approved our new drug application for Phoslyra®, the liquid formulation of PhosLo®.

        In 2008, we entered into two separate and independent license and distribution agreements, one for certain countries in Europe and the Middle East (with Galenica AG and Vifor (International) AG) and one for the U.S. (with Luitpold Pharmaceuticals Inc. and American Regent, Inc.), to market and distribute intravenous iron products, such as Venofer® (iron sucrose) and Ferinject® (ferric carboxymaltose) (outside of the U.S.). Both drugs are used to treat iron deficiency anemia experienced by non-dialysis Chronic Kidney Disease ("CKD") patients as well as dialysis patients. Venofer® is the leading intravenous iron product worldwide. The first agreement concerns all commercialization activities for these intravenous iron products in the field of dialysis and became effective on January 1, 2009. In North America, a separate

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license agreement effective November 1, 2008 provides our subsidiary Fresenius USA Manufacturing Inc. ("FUSA") with exclusive rights to manufacture and distribute Venofer® to freestanding (non-hospital based) U.S. dialysis facilities and, in addition, grants FUSA similar rights for certain new formulations of the drug. The U.S. license agreement has a term of ten years and includes FUSA extension options. The international agreement has a term of 20 years.

        In 2009, we entered into separate agreements with AMGEN International to purchase Aranesp and Mimpara and to jointly communicate selected scientific and promotional topics to the physician community. Together with Amgen, we are working to foster new scientific understanding of CKD through the evaluation of our research database with the help of renowned academic advisory committees.

        In December 2010, we announced the extension of our agreements with Galenica by forming a new renal pharmaceutical company, VFMCRP, to develop and distribute products to treat iron deficiency anemia and bone mineral metabolism for pre-dialysis and dialysis patients. Galenica contributed licenses (or the commercial benefit in the U.S.) to its Venofer® and Ferinject® products for use in the dialysis and pre-dialysis market CKD stages III to V). Commercialization of both of these products outside the renal field will remain fully the responsibility of Galenica and its existing key affiliates or partners. Galenica also contributed to the new company exclusive worldwide rights for PA21 (excluding Japan, where PA21 will be developed through another partner), a novel iron-based phosphate binder. In July 2012, Galenica announced that PA21 had achieved its primary and secondary endpoint in its phase III trial and that regulatory submissions in the U.S., EU and Switzerland would move forward. FMC-AG & Co. KGaA owns 45% of the new company which is headquartered in Switzerland. The closing in December 2010 allowed Galenica and the Company to participate in CKD stages III to V in the U.S. and to continue their collaboration in CKD stage V in selected other countries. The European antitrust authorities granted approval in October 2011, which allowed VFMCRP to proceed with the targeted expansion of its global operations on November 1, 2011. The closing on November 1, 2011 brought to fruition an agreement that superseded the agreement for certain countries in Europe and the Middle East, which was effective on January 1, 2009. Furthermore, in the fourth quarter of 2012, FUSA renegotiated and further amended the contract originally signed in 2008 with Luitpold Pharmaceuticals, Inc. The original term length of the agreement remained the same.

        In September 2011, we closed an agreement with the Japanese company Toray for co-development in Europe of the compound TRK820 for chronic itch (uremic pruritus). Conditional registration of this drug, which bears an orphan disease indication, is planned for late 2013, with further post market trials required after registration.

        We estimate that the worldwide market for dialysis drugs used to treat ESRD and CKD (currently vitamin D, iron, potassium binders and phosphate binders) in 2012 was more than $3.0 billion, a growth of +4% vs. prior year. As part of our horizontal expansion growth path, we intend to continue to integrate the use of dialysis drugs with our existing product technology, dialysis treatment and laboratory services.

        In an increasing number of countries, we are required by health care systems and reimbursement requirements to supply pharmaceuticals for many conditions as part of comprehensive treatment packages. See "Regulatory and Legal Matters – Reimbursement." We intend to continue to pursue development and commercialization partnerships with suppliers of branded and unbranded high quality pharmaceutical substances to cover this requirement. In addition, we will increasingly work toward the development of proprietary innovative pharmaceutical solutions that offer additional medical value to dialysis patients.

Customers, Marketing, Distribution and Service

        We sell most of our products to clinics, hospitals and specialized treatment clinics. With our comprehensive product line and years of experience in dialysis, we believe that we have been able to establish and maintain very close relationships with our global clinic customer base. Close interaction between our Sales and Marketing and Research and Development ("R&D") personnel enables us to integrate concepts and ideas that originate in the field into product development. We maintain a direct sales force of trained salespersons engaged in the sale of both hemodialysis and peritoneal dialysis products. Sales and Marketing engages in direct promotional efforts, including visits to physicians, clinical specialists, hospitals, clinics and dialysis clinics, and represents us at industry trade shows. We also sponsor medical conferences and scientific symposia as a means for disseminating scientific or technical information. Our clinical nurses provide clinical support, training and assistance to customers and assist our sales force. We also use outside distributors to provide sales coverage in countries that our internal sales force does not service.

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        In our basic distribution system, we ship products from factories to central warehouses which are frequently located near the factories. From these central warehouses, we distribute our dialysis products to regional warehouses. We distribute peritoneal dialysis products to the patient at home, and ship hemodialysis products directly to dialysis clinics and other customers. Local sales forces, independent distributors, dealers and sales agents sell all our products.

        We consolidated our German warehouses in Gernsheim and Darmstadt into one distribution center servicing customers in approximately 120 countries worldwide. Through this consolidation, we have been able to increase service level, quality and responsiveness to customer demands, as well as decrease stock levels and lower costs.

        We offer customer service, training and education in the applicable local language, and technical support such as field service, repair shops, maintenance, and warranty regulation for each country in which we sell dialysis products. We provide training sessions on our equipment at our facilities in Schweinfurt, Germany, Waukegan, Illinois, Coppell, Texas and Manila, Philippines and we also maintain regional service centers that are responsible for day-to-day international service support.

Manufacturing Operations

        We operate state-of-the-art production facilities worldwide to meet the demand for machines, cyclers, dialyzers, solutions, concentrates, bloodlines, and disposable tubing assemblies and equipment for water treatment in dialysis clinics. We have invested significantly in developing proprietary processes, technologies and manufacturing equipment which we believe provide a competitive advantage in manufacturing our products. Our strategically located production and distribution centers help to reduce transport costs. We are using our facilities in St. Wendel, Germany and Ogden, Utah as centers of competence for development and manufacturing. For example, in St. Wendel we developed in-house an automatic bundling machine for processing polysulfone fibers. The machine automatically carries out all steps required to convert hollow fibers for dialyzer production and to create bundles with a fixed number of fibers – the core of the dialyzer. We integrated the first automatic bundling machine into production in 2008. Currently, we have ten spinning lines that are equipped with bundling machines.

        We produce and assemble hemodialysis machines and CCPD cyclers in our Schweinfurt, Germany and our Walnut Creek, California facilities. We also maintain facilities at our service and local distribution centers in Argentina, Egypt, France, Italy, The Netherlands, China, Brazil and Russia for testing and calibrating dialysis machines manufactured or assembled elsewhere, to meet local end user market needs. We manufacture and assemble dialyzers and polysulfone membranes in our St. Wendel, Germany, L'Arbresle, France, Vrsac, Serbia and Inukai and Buzen, Japan facilities and at production facilities of our joint ventures in Belarus and Japan. At our Ogden, Utah facilities, we manufacture and assemble dialyzers and polysulfone membranes and manufacture PD solutions. We manufacture hemodialysis concentrate at various facilities worldwide, including France, Italy, Great Britain, Spain, Turkey, Serbia, Morocco, Argentina, Brazil, Columbia, Australia, Germany, Canada, Mexico and the U.S. PD products are manufactured in North America, Europe, Latin America, and Asia, with two of our largest plants for production of PD products in Germany and the U.S. In 2012, our worldwide dialyzer production increased 7% as compared to the same period in 2011 and our hemodialysis machines production increased by 8% in 2012 as compared to the same period in 2011. This was mainly driven by additional sales of the series 5008 machines as well as replacement sales for series 4008 machines in our International Segment. Additionally, our plant in Reynosa, Mexico is the world's largest (by volume) bloodline manufacturing facility and our facility in Jiangsu, China, which produces bloodlines, received approval from health authorities to produce peritoneal dialysis solutions, and we are in a position to start the second and final phase of the process for obtaining pharmaceutical and medical product approval. We are also pursing the approval process for manufacture of hemodialysis concentrate and dialyzers in Jiangsu. Our facilities are inspected on a regular basis by national and/or international authorities.

        We have also expanded our dialyzer production capacities in the U.S. (Ogden, Utah), from 37 million to 48 million with a new assembly line that went into production in 2012. In 2012, our Ogden site implemented one additional production line for polysulfone fiber bundles to support the increasing worldwide demand for dialyzers. We are also expanding our operations for the production of FX-class premium dialyzers in France and China. The new production lines for FX dialyzers are scheduled to commence in 2013. We expect these expansions to increase our annual capacity by 18 million dialyzers. Additionally, operations began in 2012 for several new production lines and a high-bay storage area.

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        We operate a comprehensive quality management system in our production facilities. Raw materials delivered for the production of solutions are subjected to infra-red and ultra-violet testing as well as physical and chemical analysis to ensure their quality and consistency. During the production cycle, sampling and testing take place in accordance with applicable quality control measures to assure sterility, safety and effectiveness of the finished products. All process parameters e.g., pressure, temperature and time, required for the various processes are monitored to ensure consistency of unfinished products during the production process. Through monitoring of environmental conditions, particle and bacterial content are kept below permitted limits. We provide regular ongoing training for our employees in the areas of quality control and proper production practice. All production sites are following the Lean Manufacturing approach which is extended in North America and our Schweinfurt plant to the "Lean Six Sigma" management system. The focus of Lean Manufacturing and Six Sigma is to improve continuously the processes of all employees to achieve a very low error rate resulting in better quality production while shortening manufacturing time. Our IMS fulfils ISO 9001:2008 requirements for quality control systems in combination with the ISO norm 14001:2009 for environmental control systems. At the same time, our IMS conforms to the requirements for medical devices of ISO norm 13485:2003/AC 2007. We have implemented our IMS in all our European production sites. (See also "Regulatory and Legal Matters – Facilities and Operational Regulations" below). In 2012, our production facilities in North America received a total of five comprehensive FDA facility inspections, and all inspection results were satisfactory. Additionally, all of our production facilities have undergone annual ISO 13485:2003 Quality Systems inspections, maintaining all certifications, with no major non-conformances to the standard being noted.

Environmental Management

        We have integrated environmental protection targets into our operations. To reach these goals, our IMS has been in use at our production facilities as well as at a number of dialysis clinics. IMS fulfils the requirements of quality management systems as well as environmental management. Environmental goals are set, adhered to and monitored during all stages of the lives of our products, from their development to their disposal.

        We continually seek to improve our production processes for environmental compatibility, which frequently generates cost savings. Our European region production plants, dialysis clinics and research and development participate in the Corporate Environment Program, the purpose of which is to improve environmental awareness and ecological efficiency, comply with new environmental regulations and expand the number of units certified under the environmental management standard ISO 14001:2004.

        In our dialysis facilities, we establish, depending on the particular facility and circumstance, a priority environmental protection target on which our dialysis clinics concentrate for at least one year. Environmental performance in other dialysis facilities is used as the basis for comparisons and targets. Improvements are implemented on a site-by-site basis after evaluation of the site's performance.

        In our European clinics, we introduced our environmental management system in dialysis clinics in 2012 and we continue to monitor and assess the management system performance in clinics where it was previously implemented. Currently, dialysis clinics in 13 countries in our European region are certified according to the environmental management standard ISO 14001:2004. We continued to roll out the integrated software solution e-con 5 for the management of eco-controlling data in over 400 clinics. This software is intended to reduce environmental management working time while increasing the eco-controlling data quality and possibilities for data analysis at the place of origin.

        In our North America dialysis clinics, we implemented recycling programs for corrugated materials and hemodialysis machines. Use of heat exchangers enables us to obtain residual heat from water used for industrial purposes, which we use to heat fresh water used for dialysis treatment. Our clinics in North America commenced a reusable sharp containers program in 2009. Targeted environmental performance criteria in other locations include fresh water consumption and improved separation of waste.

Sources of Supply

        Our purchasing policy combines worldwide sourcing of high-quality materials with the establishment of long-term relationships with our suppliers. Additionally, we carefully assess the reliability of all materials purchased to ensure that they comply with the rigorous quality and safety standards required for our dialysis products and we outsource only if we believe that a supplier can exceed our own quality standards.

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An interactive information system links all our global projects to ensure that they are standardized and constantly monitored.

        We focus on further optimizing procurement logistics and reducing purchasing costs. Supplemental raw material contracts for all manufacturers of semi-finished goods will enable us to improve purchasing terms for our complete network. We are continuously intensifying, where appropriate, our use of internet-based procurement tools by purchasing raw materials through special on-line auctions. Our sophisticated routing software enables us to distribute our supplies to best accommodate customer requests while maintaining operational efficiency. Additionally, in 2012, we introduced an automated replenishment control in our national warehouses in Switzerland, Turkey and Russia. This control allows the warehouses to be refilled when their inventory reaches a preset defined minimum level and allows us to continue to improve our operational efficiency.

New Product and Service Introductions

        The field of dialysis products is mainly characterized by constant development and refinement of existing product groups and less by break-through innovations. In the U.S. market, we provided enhanced modules for the 2008T therapy system, including the 2008MeDS infusion pump for intravenously administered iron compounds, the bibag system which contains dry bicarbonate concentrate as a pure substance meaning that it is no longer necessary to store water contained in the liquid concentrates as well as our enhanced Crit-Line analysis device that will be integrated into our 2008T dialysis machine. In the International market, we launched the 5008 CorDiax therapy system. This system includes the Venous Access Monitoring ("VAM") system which contains the Venous Needle Disconnect and a user interface for connecting a wetness detector to patients' vascular access, AutoSub plus software which enables optimized, fully automatic regulation of the volume of blood to be replaced based on each patient's needs and the FX CorDiax dialyzer, which contains a high-performance membrane to selectively filter out toxins such as phosphates to reduce the risk of cardiovascular disease as well as the 5008 CorDiax HD-Paed, which was specifically designed to make dialysis treatment possible for children with a body weight of ten kilograms or more. For further information on these products, see Item 5.C, "Operating and Financial Review and Prospects – Research and Development." Actual expenditures on research and development in 2012 were $112 million.

        Most patients on traditional daytime in-center dialysis receive treatments three times a week for three to five hours at a time. In North America, we have established over 140 in-center nocturnal (nighttime) dialysis programs, in which patients receive three overnight treatments per week for about eight hours per treatment. When dialysis is provided over a longer period, fluids are removed more slowly, which results in a more gentle treatment for most patients. Studies also suggest that nighttime dialysis patients may be able to better control their blood pressure and mineral levels, resulting in fewer dietary restrictions, which allows them to eat a wider variety of foods.

        Both in the U.S. and Europe, as well as other international markets, we are establishing new technologies that allow for the integrated, needle free application of intravenous ("i.v"). drug administration into dialysis. This will allow for a reduction in the preparation and administrative effort for i.v. drug application, removal of infectious and sharp waste, and promises to greatly reduce needlestick and glass injuries. In the U.S., the application will be for the i.v. iron; the European and international version will also include the application of Heparin, Vitamin D and other i.v. medications.

Patents and Licenses

        As the owner of patents or licensee under patents throughout the world, we currently hold rights in 4,855 patents and patent applications in major markets. Patented technologies that relate to dialyzers include our generation of DiaSafeplus® filters and FX® dialyzers which are the subject of patents and pending patent applications.

        The connector-container system for our biBag bicarbonate concentrate powder container for the 4008 dialysis equipment series has been patented in the United States, Norway, Japan and Europe. These patents are expiring in 2013 and while we expect there to be an impact, which is not yet quantifiable, we believe the price pressure will be mitigated by our strategic advantages in manufacturing and distribution. The 5008 biBag connector, a substantial part of the connector container system, is covered by further

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patents and pending patent applications with expiry dates beyond 2020. The dates given represent the maximum patent life of the corresponding patents.

        A number of patents and pending patent applications relate to components of the more recent 5008 dialysis equipment series, including, for example, the pump technology, extracorporeal blood pressure measurement and connector system for a modified biBag bicarbonate concentrate container. A number of applications are pending for the North American 2008T HD machine including, for example, the CDX system for the display of medical information directly on the 2008T screen, a wireless wet detector for sensing line disconnect and a U. S. version of the biBag filling system. Applications are also pending relating to our new Liberty® peritoneal dialysis cycler which has a number of innovative attributes such as its multi-channel disposable cassette, dual piston pump and pneumatically locking door. Finally, a large number of new patent applications have been filed related to our new table top portable HD machine and wearable kidney devices in development.

        In 2011 we acquired Hema Metrics LLC's assets related to noninvasive optical measurement of absolute blood parameters (the CRIT-LINE system). We recently filed several new patent applications for improved blood chambers and related software developed since the acquisition.

        For PD, we hold protective rights for our polyolefine film, Biofine®, which is suitable for packaging intravenous and peritoneal dialysis fluids. Patents have been granted in Australia, Brazil, Canada, Germany, Europe, South Korea, Belarus and the United States. A further patent family describes and claims a special film for peelable, non-PVC, multi chamber bag for peritoneal dialysis solutions. These patents have been granted in Brazil, Europe, Germany, Japan, South Korea and the United States. However, oppositions against the patents in Europe are currently pending.

        We believe that our success will continue to depend significantly on our technology. As a standard practice, we obtain the legal protections we believe are appropriate for our intellectual property. Nevertheless, we are in a position to successfully market a material number of products for which patent protection has lapsed or where only particular features are patented. We believe that even after the expiration of some of our patents, our proprietary know how for the manufacturing of our products and our continuous efforts in obtaining targeted patent protection for newly developed upgraded products will continue to provide us with a competitive advantage. From time to time our patents may be infringed by third parties and in such case we will assert our rights. Initially registered patents may also be subject to invalidation or infringement claims made by competitors in formal proceedings (oppositions, trials, re-examinations, etc.) either in part or in whole. For information regarding patent-related legal proceedings, see Note 19, "Commitments and Contingencies – Legal Proceedings – Commerical Litigation" in our Consolidated Financial Statements. In addition, technological developments could suddenly and unexpectedly reduce the value of some of our existing intellectual property.

Trademarks

        Our principal trademarks are the name "Fresenius" and the "F" logo, for which we hold a perpetual, royalty-free license from Fresenius SE, our major shareholder and the sole shareholder of our general partner. See Item 7.B, "Related Party Transactions – Trademarks."

Competition

        Our competitors in the sale of hemodialysis and peritoneal dialysis products include Baxter International Inc. (which recently agreed to acquire the hemodialysis product business of Gambro AB), Asahi Kasei Medical Co. Ltd., Bellco S.r.l., B. Braun Melsungen AG, Nipro Medical Corporation Ltd., Nikkiso Co., Ltd., NxStage Medical, Inc., Terumo Corporation, Kawasumi Laboratories Inc., Fuso Pharmaceuticals Industries Ltd., and Toray Industries, Inc.

Risk Management

        We see risk management as the ongoing task of determining, analyzing and evaluating the spectrum of potential and actual risks in the Company and its environment and, where possible, taking corrective measures. Our risk management system, which is described in more detail below, provides us with a basis for doing so. It enables management to identify at an early stage risks that could jeopardize our growth or going concern, and to take steps to minimize any negative impact. As such, it is an important component of the Company's management and governance.

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        Risk management is part of our integrated management system. The two pillars of our risk management are the corporate controlling function and the internal risk monitoring system. In the monitoring system, regional risk managers are responsible for identifying, assessing, and managing potential as well as existing industry- and market-related risks in their region and reporting them to the regional chief financial officers. Twice a year, the regional chief financial officers send their aggregated risk management reports to the central risk management coordinator who consolidates the reports and presents them to the Management Board. The risk management reports contain further information on potential risks. Our Management Board is informed directly and immediately of any newly identified significant risks. The effectiveness of the risk management system is monitored by the Audit and Corporate Governance Committee of the Supervisory Board.

        In addition to risk reporting, traditional reporting to management is an important tool for managing and controlling risks, as well as for taking preventive measures in a timely manner. Therefore, our Management Board is informed on a monthly basis about the industry situation, our operating and non-operating business and the outcome of analyses of our earnings and financial position, as well as of our assets position on a quarterly basis.

        Part of our risk management system is the Global Internal Audit department. This department audits a selected number of departments and subsidiaries worldwide each year. The department works according to the internationally accepted standards of the Institute of Internal Auditors ("IIA"). At the beginning of 2012, a quality assessment of our internal audit in the form of a peer review confirmed the compliance with the standards of the IIA. The scope of internal auditing is widespread and involves, among others, the effectiveness of controls over business processes, the reliability of financial reporting and the compliance with accounting regulations and internal policies. The Company's locations and units to be audited are determined annually on the basis of a selection model taking various risks into consideration. This annual audit plan is reviewed by the Management Board and finally approved by the Audit and Corporate Governance Committee of the Supervisory Board. It comprises financial audits of individual units, as well as full audits of all business processes of subsidiaries or business units. All audit reports are presented to the Management Board.

        The Global Internal Audit department is also responsible for monitoring the implementation of measures documented in the reports. The Management Board is informed about the implementation status on a quarterly basis. The Audit and Corporate Governance Committee of the Supervisory Board is also informed of the audit results.

        As a company required to file reports under the Securities Exchange Act of 1934, we are subject to the provisions of the Sarbanes-Oxley Act of 2002 and related listing rules of the New York Stock Exchange applicable to foreign private issuers. For further information on this requirement, see Items 15.A. and 15.B, "Disclosure Controls and Procedures" and "Management's annual report on internal control over financial reporting."

Regulatory and Legal Matters

Regulatory Overview

        Our operations are subject to extensive governmental regulation by virtually every country in which we operate including, most notably, in the U.S., at the federal, state and local levels. Although these regulations differ from country to country, in general, non-U.S. regulations are designed to accomplish the same objectives as U.S. regulations governing the operation of dialysis clinics, vascular access centers, laboratories and manufacturing facilities, the provision of high quality health care for patients, compliance with labor and employment laws, the maintenance of occupational, health, safety and environmental standards and the provision of accurate reporting and billing for governmental payments and/or reimbursement. In the U.S., some states establish regulatory processes that must be satisfied prior to the establishment of new dialysis clinics and vascular access centers. Outside the U.S., each country has its own payment and reimbursement rules and procedures, and some countries prohibit ownership of healthcare providers or establish other regulatory barriers to direct ownership by foreign companies. In such jurisdictions, we may establish alternative contractual arrangements to provide services to those facilities.

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        Any of the following matters could have a material adverse effect on our business, financial condition and results of operations:

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failure to receive required licenses, certifications or other approvals for new facilities or products or significant delays in such receipt;

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complete or partial loss of various federal certifications, licenses, or other permits required under the laws of any state or other governmental authority by withdrawal, revocation, suspension, or termination or restrictions of such certificates and licenses by the imposition of additional requirements or conditions, or the initiation of proceedings possibly leading to such restrictions or the partial or complete loss of the required certificates, licenses or permits;

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a non-appealable finding of material violations of U.S. healthcare laws; and

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changes resulting from healthcare reform or other government actions that restrict our operations, reduce reimbursement or reduce or eliminate coverage for particular products or services we provide.

        We must comply with all U.S., German and other legal and regulatory requirements under which we operate, including the U.S. federal Medicare and Medicaid Fraud and Abuse Amendments of 1977, as amended, generally referred to as the "Anti-Kickback Statute", the federal False Claims Act, the federal restrictions on certain physician referrals, commonly known as the "Stark Law", U.S. federal rules under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health ("HITECH") Act, enacted as part of the American Recovery and Reinvestment Act of 2009 and its applicable regulations that protect the privacy and security of patient medical records and prohibit inducements to patients to select a particular healthcare provider, commonly known as "HIPAA", and other fraud and abuse laws and similar state statutes, as well as similar laws in other countries. The Patient Protection and Affordable Care Act (Pub.L. 111-148), as amended by the Health Care and Education Reconciliation Act of 2010 (Pub.L. 111-152) (collectively, "ACA") and other recent laws expanded the reach of many of these laws and expanded federal enforcement authority. Moreover, there can be no assurance that applicable laws, or the regulations thereunder, will not be amended, or that enforcement agencies or the courts will not make interpretations inconsistent with our own, any one of which could have a material adverse effect on our business, reputation, financial condition and operating results. Sanctions for violations of these statutes may include criminal or civil penalties, such as imprisonment, fines or forfeitures, denial of payments, and suspension or exclusion from the Medicare and Medicaid programs. In the U.S., some of these laws have been broadly interpreted by a number of courts, and significant government funds and personnel have been devoted to their enforcement because such enforcement has become a high priority for the federal government and some states. Our company, and the healthcare industry in general, will continue to be subject to extensive federal, state and foreign regulation, the full scope of which cannot be predicted. In addition, the U.S. Congress and federal and state regulatory agencies continue to consider modifications to healthcare laws that may create further restrictions.

        We maintain a comprehensive worldwide compliance program under the overall supervision of the General Partner's Member of the Management Board who is our general counsel and chief compliance officer. The program includes a compliance staff, a written code of conduct applicable worldwide, training programs, regulatory compliance policies and procedures including corrective action for failure to follow policies, provisions for anonymous reporting of suspected violations of applicable laws or Company policies, and periodic internal audits of our compliance procedures. Nevertheless, we operate many facilities throughout the United States and other countries in which we do business. 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. We rely on our management structure, regulatory and legal resources, and the effective operation of our compliance program to direct, manage and monitor the activities of these employees. If our employees, deliberately or inadvertently, were to submit inadequate or incorrect billings to any federally-funded healthcare program, or engage in impermissible conduct with physicians or other referral sources or vendors with which we do business, the actions of such persons could subject us and our subsidiaries to liability under the Anti-Kickback Statute, the Stark Law or the False Claims Act, among other laws. See Note 19, "Legal Proceedings – Other Litigation and Potential Exposures" of the Notes to our audited consolidated financial statements.

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Product Regulation

U.S.

        In the U.S. numerous regulatory bodies, including the Food and Drug Administration ("FDA") and comparable state regulatory agencies impose requirements on certain of our subsidiaries as a manufacturer and a seller of medical products and supplies under their jurisdiction.

        Pharmaceuticals.    Certain of our products – including our peritoneal dialysis and saline solutions, PhosLo® (calcium acetate), Phoslyra® (calcium acetate oral solution), and Venofer® (iron sucrose injection, USP) – are designated as drugs by the FDA and, as such, are subject to regulation under the Food, Drug, and Cosmetic Act of 1938, as amended. Many of these requirements are similar to those for devices, as described below. We are required to register with the FDA and are required to comply with regulatory requirements governing drug manufacturing, labeling, distribution, and recordkeeping. Our pharmaceutical products must be manufactured in accordance with current Good Manufacturing Practices ("cGMP"). We are required to provide information to the FDA whenever we become aware of a report of an adverse drug experience associated with the use of one of our drug products that is both serious and unexpected, as defined in FDA regulations and guidance. In addition, as with our medical devices, our drug products must satisfy mandatory procedures and safety and efficacy requirements before they can be marketed and the FDA prohibits our products division from promoting our manufactured pharmaceutical products in a false or misleading manner or for unapproved indications and from otherwise misbranding or adulterating them. Finally, if the FDA believes that a company is not in compliance with applicable drug regulations, it has similar enforcement authorities as those discussed below with respect to medical devices.

        Medical Devices.    Our subsidiaries engaged in the manufacture and distribution of pharmaceuticals and medical devices are required to register with the FDA as a device manufacturer. As a result, we are subject to periodic inspection by the FDA for compliance with the FDA's Quality System Regulation (21 C.F.R. Part 820) requirements and other regulations. These regulations require us to manufacture products in accordance with cGMP and to comply with FDA requirements regarding the design, safety, labelling, record keeping and distribution of our products. Further, we are required to comply with various FDA and other agency requirements for labelling and promotion. The medical device reporting regulations require that we provide information to the FDA whenever there is evidence to reasonably suggest that a device may have caused or contributed to a death or serious injury. In addition, the FDA prohibits our products division from promoting our manufactured products for unapproved or uncleared indications or in an otherwise false or misleading manner.

        If the FDA believes that a company is not in compliance with applicable laws and regulations, it can pursue various regulatory and enforcement actions, including, for example, issuing a warning letter. On September 15, 2010, the FDA issued a warning letter to us citing several cGMP deficiencies, in response to which we have been taking corrective action and are subject to re-inspections by the FDA. In any re-inspection the FDA is not limited to reviewing only the processes and procedures that triggered the re-inspection. We are engaged in ongoing dialogue with the FDA regarding remediation.

        On April 6, 2011 the FDA issued to us a warning letter stating that we marketed certain blood tubing sets without required 510(k) clearance, in response to which we have ceased marketing and distributing those blood tubing sets that were the subject of a January 2011 recall. We received 510(k) clearance of the blood tubing set product from the FDA on June 15, 2012.

        On March 29, 2012, we issued an urgent product notification regarding our NaturaLyte Liquid and Granuflo powder product lines. The notification cautioned clinicians that inappropriate prescription of these dialysate products can lead to a high serum bicarbonate level in patients undergoing hemodialysis, which may cause serious adverse health consequences, including death. The FDA classified our voluntary corrective action as a Class I recall, which is the most serious type of recall and involves situations in which there is a reasonable probability that use of these products will cause serious adverse health consequences or death. Wrongful death and personal injury proceedings have been brought alleging various legal theories relating to these products, including that inadequate labeling and warnings caused harm to patients. See Note 19 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies – Commercial Litigation" included in this report.

        In order to clinically test, produce and market certain medical products and other disposables (including hemodialysis and peritoneal dialysis equipment, dialyzers, bloodlines and other disposables) for

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human use, we must also satisfy mandatory procedures and safety and efficacy requirements established by the FDA or comparable foreign governmental agencies. After approval or clearance to market is given, the FDA, upon the occurrence of certain events, has the power to withdraw the approval or clearance or require changes to a device, its manufacturing process, or its labeling or may require additional proof that regulatory requirements have been met. Such rules generally require that products be approved or cleared by the FDA as safe and effective for their intended use prior to being marketed.

        Many medical devices do not require premarketing approval by the FDA. For a medical device that is deemed to have a moderate risk to patients, the FDA grants marketing clearance through the 510(k) process if data submitted for the device establish that the device is "substantially equivalent" to a legally marketed "predicate" device. In recent years, concerns have been raised that the 510(k) process cannot adequately ensure that medical devices cleared for marketing are safe and effective. At the same time, others have raised concerns that the 510(k) process and the FDA's device premarket review programs generally, are inefficient and unpredictable, and are stifling innovation. Since 2010, the FDA has been evaluating and making improvements to its device premarket review programs, in particular the 510(k) clearance process. The stated goal of these improvements is to achieve regulation that promotes both safety/effectiveness and innovation. Substantially, all of the dialysis products that we manufacture or distribute in the U.S., other than peritoneal dialysis solutions and renal pharmaceuticals, are marketed on the basis of 510(k) clearances. At the present time, regulatory and legislative changes to the 510(k) clearance process continue to be proposed, and we cannot predict whether or to what extent the 510(k) process will be significantly modified or what the effects, if any, of a modified review process for medical devices would be on our dialysis products business.

        We cannot assure that all necessary regulatory clearances or approvals, including those for new products or product improvements, will be granted on a timely basis, if at all. Delays in or failure to receive clearance or approval, product recalls or warnings and other regulatory actions and penalties can materially affect operating results.

International (Including Germany and Other Non-U.S)

        The Company sells its dialysis products in over 120 countries. Most countries maintain different regulatory regimes for medicinal products and for medical devices. In almost every country, there are rules regarding the quality, effectiveness, and safety of products and regulating their testing, production, and distribution. Treaties or other international law and standards and guidelines under treaties or laws may supplement or supersede individual country regulations.

        Pharmaceuticals.    Some of our products, such as peritoneal dialysis solutions and PhosLo® and Phoslyra®, are considered medicinal products and are, therefore subject to the specific drug law provisions in the various countries. The European Union has issued a directive on medicinal products, No. 65/65/EWG (January 26, 1965), as amended. Each member of the European Union is responsible for conforming its law to comply with this directive. In Germany the German Drug Law (Arzneimittelgesetz) ("AMG"), which implements European Union requirements, is the primary regulation applicable to medicinal products.

        The provisions of the German Drug Law are comparable with the legal standards in other European countries. As in many other countries, the AMG provides that a medicinal product may only be placed on the market if it has been granted a corresponding marketing authorization. Such marketing authorization is granted by the licensing authorities only if the quality, efficacy and safety of the medicinal product has been scientifically proven. Medicinal products marketed on the basis of a corresponding marketing authorization are subject to ongoing control by the competent authorities. The marketing authorization may also be subsequently restricted or made subject to specific requirements. It may be withdrawn or revoked if there was a reason for the refusal of the marketing authorization upon its grant or such a reason arises subsequently, or if the medicinal product is not an effective therapy or its therapeutic effect has been insufficiently proven according to the relevant state of scientific knowledge. Such a reason for refusal is, inter alia, found to exist if there is a well-founded suspicion that the medicinal product has not been sufficiently examined in accordance with the current state of scientific knowledge, that the medicinal product does not show the appropriate quality, or that the medicinal product, when properly used as intended, produces detrimental effects going beyond the extent justifiable according to the current state of knowledge of medicinal science. The marketing authorization can also be withdrawn or revoked in the case of incorrect or incomplete information supplied in the authorization documents, if the quality checks

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prescribed for the medicinal product were insufficient or have not been sufficiently carried out, or if the withdrawal or revocation is required to comply with a decision made by the European Commission or the Council of the European Union. Instead of a withdrawal or revocation, the suspension of the marketing authorization may be ordered for a limited period.

        The provisions of the AMG and a statutory order, Arzneimittel- und Wirkstoffherstellungsverordnung, also contain special requirements for the manufacture of medicinal products. The production of medicinal products requires a corresponding manufacturing license which is granted by the competent authorities of the relevant Member State for a specific manufacturing facility and for specific medicinal products and forms of medicinal products. The manufacturing license is granted only if the manufacturing facility, production techniques and production processes comply with the national drug law requirements, with the principles and guidelines of EU-good manufacturing practice ("EU-GMP") as well as the terms of the particular marketing authorization. A manufacturer of medicinal products must, inter alia, employ pharmacists, chemists, biologists, or physicians responsible for the quality, safety and efficacy of the medicinal products. The manufacturer must name several responsible persons: a Qualified Person (QP) for the release of the medicinal product into the market possessing the expert knowledge specified by the AMG, a head of production, a head of quality control, and, if the manufacturer markets the medicinal products itself, a commissioner for the so-called graduated plan (Stufenplanbeauftragter for Germany, a Qualified Person for Pharmacovigilance (QPP) for the European Union) and an information officer. It is the responsibility of the QP to ensure that each batch of the medicinal products is produced and examined in compliance with the statutory provisions of the AMG. The QPP must, among other things, collect and assess any reported risks associated with the medicinal products and coordinate any necessary measures according to German Drug Law. The QPP, residing within the European Economic Area, is responsible for pharmacovigilance and the establishment of a system for handling of all suspected adverse reactions that need to be reported. The information officer is in charge of the scientific information relating to the medicinal products. All these persons may be held personally liable under German criminal law for any breach of the AMG.

        International guidelines also govern the manufacture of medicinal products and, in many cases, overlap with national requirements. Material regulations concerning manufacture and registration related to medicinal products have been issued by the European Commission and the International Conference on Harmonization of Technical Requirements for Human Use ("ICH"). In particular, the Pharmaceutical Inspection Co-operation Scheme ("PIC/S") an international treaty, contains rules binding many countries in which medicinal products are manufactured. Among other things, the European Commission, PIC/S and ICH establish requirements for GMP which are then adopted at the national level. Another international standard, which is non-binding for medicinal products, is the ISO9001:2008 system for assuring quality management system requirements. This system has a broader platform than EU-GMP, which is more detailed and is primarily acknowledged outside the field of medicinal products, e.g., with respect to medical devices.

        Medical Devices.    In the past, medical devices were subject to less stringent regulation than medicinal products in some countries. In the last decade, however, statutory requirements have been increased. In the EU, the requirements to be satisfied by medical devices are laid down in three European directives to be observed by all Member States and all Member States of the European Economic Area ("EEA"), as well as all future accession states: (1) Directive 90/385/EEC of June 20, 1990 relating to active implantable medical devices ("AIMDs"), as last amended ("AIMD Directive"), (2) Directive 93/42/EEC of June 14, 1993 relating to medical devices, as last amended ("MD Directive"), and (3) Directive 98/79/EC of October 27, 1998 relating to in vitro diagnostic medical devices as last amended ("IVD Directive"). In addition, Directive 2001/95/EC of December 3, 2001, as last amended, concerning product safety should be noted. With regard to the MD Directive, the Commission submitted an amendment, 2007/47/EC, intended to achieve improvements, for instance in the following areas: clinical assessment by specification of the requirements in more detail; monitoring of the devices after their placing on the market; and decision making by enabling the Commission to make binding decisions in case of contradictory opinions of states regarding the classification of a product as a medical device. Member States had to incorporate the new Directive into national law by December 31, 2008 and all manufacturers had to come into compliance by March 21, 2010. In the future, the industry will face increasing requirements for medical devices. In September 2012, the first draft of a new regulation on medical devices was published by the European Commission. This regulation is expected to replace the MD Directive in approximately 2015.

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        According to the directives relating to medical devices, the CE mark (the abbreviation of Conformité Européenne signifying that the device complies with all applicable requirements) shall serve as a general product passport for all Member States of the EU and the EEA. Upon receipt of a CE certificate for a product according to the applicable conformity assessment procedure, e.g. a certified full quality management system for medical devices according to ISO13485:2012, and the documented declaration and proof of conformity of our products to the harmonized European norms (Declaration of Conformity), we as the legal manufacturer are able to mark products as being in compliance with the European Community ("EC") requirements. If able to do so, the manufacturer has to put a "CE" mark on the products. Medical devices that do not bear the "CE" mark cannot be imported, sold or distributed within the EC.

        The right to affix the CE mark is granted to any manufacturer who has observed the conformity assessment procedure prescribed for the relevant medical device and submitted the EC declaration of conformity before placing the medical device on the market. The conformity assessment procedures were standardized by Council Decision 93/465/EEC of July 22, 1993, which established modules for the various phases of the conformity assessment procedures intended to be used in the technical harmonization norms and the rules for the affixing and use of the CE conformity mark. The conformity assessment modules to be used differ depending on the risk class of the medical device to be placed on the market. The classification rules for medical devices are, as a general rule, based upon the potential risk of causing harm to the human body. Annex IX to the MD Directive (making a distinction between four product classes I, IIa, IIb, and III) and Annex II to the IVD Directive (including a list of the products from lists A and B) contain classification criteria for products and product lists that are, in turn, assigned to specific conformity assessment modules. AIMDs represent a product class of their own and are subject to the separate AIMD Directive. Special rules apply, for example, to custom-made medical devices, medical devices manufactured in-house, medical devices intended for clinical investigation or in vitro diagnostic medical devices intended for performance evaluation, as well as for diagnostic medical devices for in-house use ("lay use"), combination devices and accessories to medical devices.

        The conformity assessment procedures for Class I devices with a low degree of invasiveness in the human body (e.g. devices without a measuring function that are not subject to any sterilization requirements), can be made under the sole responsibility of the manufacturer by submitting an EC declaration of conformity (a self-certification or self-declaration). For Class IIa devices, the participation of a "Notified Body" is mandatory for the production phase. Devices of classes IIb and III involving a high risk potential are subject to inspection by the Notified Body not only in relation to their manufacture (as for class IIa devices), but also in relation to their specifications and design. Class III is reserved for the most critical devices the marketing of which is subject to an explicit prior authorization with regard to their conformity. In risk categories IIa, IIb and III, the manufacturer can make use of several different conformity assessment modules.

        To maintain the high quality standards and performance of our operations, we have subjected our entire European business to the most comprehensive procedural module, which is also the fastest way to launch a new product in the European Union. This module requires the certification of a full quality management system by a Notified Body charged with supervising the quality management system from design, manufacture, and distribution, to after sales service.

        Our Series 4008 dialysis machines and their therapy modifications, our 5008 dialysis machine and its accessories and devices, our Sleep-safe cycler for automated PD treatment, the multiFiltrate system, and our other active medical devices distributed in the European market, as well as our dialysis filters and dialysis tubing systems and accessories, all bear the "CE" mark. We expect to continue to obtain additional certificates for newly developed products or product groups.

        Sales of Dialysis Products to Iran.    The Company is committed to compliance with applicable export control and economic sanctions laws and regulations and has in place comprehensive policies and procedures in this regard. The Company has allocated significant resources to design, implement and maintain a robust compliance program specific to the Company's U.S. and non-U.S. activities. At the same time, the Company's dedication to providing its life-saving dialysis products to patients and sufferers of end-stage renal disease extends worldwide including conducting humanitarian-related business with distributors in Iran in compliance with applicable law. In particular, the Company's product sales to Iran from Germany are not subject to the EU's restrictive measures against Iran established by EU Council Regulations No. 267/2012 of March 23, 2012 and No. 1263/2012 of December 21, 2012, as the Company's products sold to Iran do not fall within the scope of the EU sanctions and none of the end users or any

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other person or organization involved is listed on the relevant EU sanctions lists. Because the Company's sales to Iran were made solely by its German subsidiaries and do not involve products of U.S. origin or that incorporate U.S. content, the sales are not subject to the Iranian Transactions and Sanctions Regulations, 31 C.F.R Part 560 ("ITSR"), or eligible for licenses from the U.S. Treasury Department's Office of Foreign Asset Control ("OFAC") pursuant to the Trade Sanctions Reform and Export Enhancement Act of 2000.

        During the year ended December 31, 2012, the Company sold approximately $5.3 million of dialysis products to independent Iranian distributors for resale in Iran. The products included fibre bundles, hemodialysis concentrates, dialysis machines and parts, and related disposable supplies. The sales of these products generated approximately $0.46 million in operating income. During 2012, we also paid approximately $0.3 million in transportation costs for which we are reimbursed by the distributors. All such sales were made by the Company's German subsidiaries. Based on information available to the Company, the Company believes that most if not all products were eventually sold to hospitals in Iran through state purchasing organizations affiliated with the Iranian Ministry of Health and were therefore sales to the "Government of Iran" as defined in the Iranian Transactions and Sanctions Regulations, 31 C.F.R. section 560.304. In addition, during 2012, the Company received payments totalling €780,000 for dialysis machines and bicarbonate dialysate sold to Iranian customers in 2011 through a Paris branch of an Iranian bank. In January 2012, after the sales were completed but before the Company received payment for the products, the bank was listed on the Specially Designated Nationals and Blocked Persons List administered by OFAC pursuant to Executive Order 13382 (June 28, 2005). The 2012 payments by the bank to the Company's subsidiary were not subject to the ITSR or otherwise subject to U.S. jurisdiction. The approval and notification procedures with the German Federal Central Bank (Deutsche Bundesbank) for receiving the payments under European Union sanctions law are conducted by the Company's German banks in close coordination with the Company. The Company's 2012 sales to Iran represent less than 0.04% of its total revenue. The Company has no subsidiaries, affiliates or offices, nor does it have any direct investment or own any assets, in Iran. In light of the humanitarian nature of our products and the patient communities that benefit from our products, the Company expects to continue selling dialysis products to Iran, provided such sales continue to be permissible under applicable export control and economic sanctions laws and regulations.

Environmental Regulation

        We are subject to a broad range of federal, foreign, state and local laws and regulations relating to pollution and the protection of the environment. These laws regulate, among other things, the discharge of materials into the environment, the handling and disposal of wastes, remediation of contaminated sites and other matters relating to worker and consumer health, and safety and to the protection of the environment. Noncompliance with these regulations can result in significant fines or penalties or limitations on our operations. The applicable environmental, health and safety laws and regulations, and any changes to them or their enforcement, may require us to make material expenditures with respect to ongoing compliance with or remediation under these laws and regulations or require that we modify our products or processes in a manner that increases our costs or reduces revenues.

        In addition, the Company uses substances regulated under U.S. and European environmental laws, primarily in manufacturing and sterilization processes. While it is difficult to quantify, we believe the ongoing impact of compliance with environmental protection laws, rules and regulations will not have a material impact on the Company's financial position or results of operations.

        An Environmental Management System ("EMS") based on ISO 14001:2004 has been established in our main European production plants and in a high number of dialysis clinics in the European region. Compliance with environmental regulations is an essential requirement of our EMS. Internal and external audits are organized and performed to ensure that EMS requirements are fulfilled.

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Facilities and Operational Regulation

U.S.

        Federal, state and local regulations (implemented by CMS, FDA, the Occupational Health and Safety Administration ("OSHA"), the Drug Enforcement Administration, and state departments or boards of public health, public welfare, medicine, nursing, pharmacy, and medical assistance, among others) require us to meet various standards relating to, among other things, the management, licensing, safety, security and operation of facilities (including, e.g., laboratories, pharmacies, and clinics), personnel qualifications and licensing, the maintenance of proper records, equipment, and quality assurance programs, and the dispensing, storage, and administration of controlled substances. All of our operations in the U.S. are subject to periodic inspection by federal, state and local agencies to determine if the operations, premises, equipment, personnel and patient care meet applicable standards. To receive Medicare/Medicaid reimbursement, our dialysis centers, renal diagnostic support business and laboratories must be certified by CMS. While all of our entities that furnish Medicare or Medicaid services maintain and renew the required certifications, it is possible that any such entity could lose or be delayed in renewing a certification, which could have a material adverse effect on our business, financial condition, and results of operations.

        Certain of our facilities and certain employees are also subject to state licensing statutes and regulations. These statutes and regulations are in addition to federal and state rules and standards that must be met to qualify for payments under Medicare, Medicaid and other government reimbursement programs. Licenses and approvals to operate these centers and conduct certain professional activities are customarily subject to periodic renewal and to revocation upon failure to comply with the conditions under which they were granted.

        The Clinical Laboratory Improvement Amendments of 1988 ("CLIA") subjects virtually all clinical laboratory testing facilities, including ours, to the jurisdiction of the Department of Health and Human Services ("HHS"). CLIA establishes national standards for assuring the quality of laboratories based upon the complexity of testing performed by a laboratory. Certain of our operations are also subject to federal laws governing the repackaging and dispensing of drugs and the maintenance and tracking of certain life sustaining and life-supporting equipment.

        Our operations are subject to various U.S. Department of Transportation, Nuclear Regulatory Commission, Environmental Protection Agency, and OSHA requirements and other federal, state and local hazardous and medical waste disposal laws. As currently in effect, laws governing the disposal of hazardous waste do not classify most of the waste produced in connection with the provision of dialysis, or laboratory services as hazardous, although disposal of nonhazardous medical waste is subject to specific state regulation. Our operations are also subject to various air emission and wastewater discharge regulations.

        OSHA regulations require employers to provide employees who work with blood or other potentially infectious materials with prescribed protections against blood-borne and air-borne pathogens. These regulatory requirements apply to all healthcare facilities, including dialysis centers, vascular access centers and laboratories, and require employers to make a determination as to which employees may be exposed to blood or other potentially infectious materials and to have in effect a written exposure control plan. In addition, employers are required to provide hepatitis B vaccinations, personal protective equipment, blood-borne pathogens training, post-exposure evaluation and follow-up, waste disposal techniques and procedures, engineering and work practice controls and other OSHA-mandated programs for blood-borne and air-borne pathogens.

        Some states in which we operate have certificate of need ("CON") laws that require any person or entity seeking to establish a new healthcare service or to expand an existing service to apply for and receive an administrative determination that the service is needed. We currently operate in several states, as well as the District of Columbia and Puerto Rico that have CON laws applicable to dialysis clinics and vascular access centers. These requirements could, as a result of a state's internal determination of its dialysis service needs, prevent entry to new companies seeking to provide services in these states, and could constrain our ability to expand our operations in these states.

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International (Including Germany and Other Non-U.S.)

        Most countries outside of the U.S. regulate operating conditions of dialysis clinics and hospitals and the manufacturing of dialysis products, medicinal products and medical devices.

        We are subject to a broad spectrum of regulation in almost all countries. Our operations must comply with various environmental and transportation regulations in the various countries in which we operate. Our manufacturing facilities and dialysis clinics are also subject to various standards relating to, among other things, facilities, management, personnel qualifications and licensing, maintenance of proper records, equipment, quality assurance programs, the operation of pharmacies, the protection of workers from blood-borne diseases and the dispensing of controlled substances. All of our operations may be subject to periodic inspection by various governmental authorities to determine if the operations, premises, equipment, personnel and patient care meet applicable standards. Our dialysis clinic operations and our related activities generally require licenses, which may be subject to periodic renewal and may be revoked for violation of applicable regulatory requirements.

        In addition, many countries impose various investment restrictions on foreign companies. For instance, government approval may be required to enter into a joint venture with a local partner. Some countries do not permit foreign investors to own a majority interest in local companies or require that companies organized under their laws have at least one local shareholder. Investment restrictions therefore affect the corporate structure, operating procedures and other characteristics of our subsidiaries and joint ventures in these and other countries.

        We believe our facilities are currently in compliance in all material respects with the applicable national and local requirements in the jurisdictions in which they operate.

Reimbursement

        As a global company delivering dialysis care and dialysis products in more than 120 countries worldwide, we face the challenge of addressing the needs of dialysis patients and customers in widely varying economic and healthcare environments.

        Healthcare systems and reimbursement structures for ESRD treatment vary significantly by country. In general, the government (in some countries in coordination with private insurers) or social insurance programs pay for health care and finances their payments through taxes and other sources of government income, from social security contributions, or a combination of those sources. However, not all healthcare systems provide for dialysis treatment. In some developing countries, only limited subsidies from government, social insurances or charitable institutions are available, and dialysis patients must finance all or substantially all of the cost of their treatment out of pocket. Irrespective of the funding structure, in some countries patients in need of dialysis do not receive treatment on a regular basis but rather when the financial resources allow it.

U.S.

        Dialysis Services.    Our dialysis centers provide outpatient hemodialysis treatment and related services for ESRD patients. In addition, some of the Company's centers offer services for the provision of peritoneal dialysis and hemodialysis treatment at home, and dialysis for hospitalized patients.

        The Medicare program is the largest single source of dialysis services revenues from dialysis treatment. Approximately 53% of North America dialysis services revenues for 2012 were for services rendered patients covered by Medicare's ESRD program and Medicaid. In order to be eligible for reimbursement by Medicare, ESRD facilities must meet conditions for coverage established by CMS.

        Medicare pays as the primary insurer for Medicare-eligible individuals under some circumstances. For details, see "– Coordination of Benefits" below. For Medicare-primary patients, Medicare pays 80% of the prospective payment amount for the ESRD PPS items and services. The beneficiary or third-party insurance payors (including employer-sponsored health insurance plans, commercial insurance carriers and the Medicaid program) on behalf of the beneficiary are responsible for paying the beneficiary's cost-sharing obligations (typically the annual deductible and 20% co-insurance), subject to the specific coverage policies of such payors. Each third-party payor, including Medicaid, makes payment under contractual or regulatory reimbursement provisions that may or may not cover the full 20% co-payment or annual deductible. Where the beneficiary has no third-party insurance or the third-party insurance does not fully cover the co-payment or deductible, the beneficiary is responsible for paying the co-payments or

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the deductible, which we frequently cannot fully collect despite collection efforts. In some states, Medicaid does not fully cover the cost-sharing obligations of Medicare-Medicaid dually eligible individuals, and we are precluded from collecting directly from these beneficiaries. Under an advisory opinion from the Office of the Inspector General of the Department of Health and Human Services, subject to specified conditions, we and other similarly situated providers may make contributions to a non-profit organization that has created a program to subsidize premium payments for supplemental medical insurance and/or "Medigap" insurance on behalf of indigent ESRD patients, including some of our patients.

        Medicaid Rebate Program and Other Government Drug Pricing Program Requirements.    Manufacturers of certain drugs that are covered by the Medicaid program or that are reimbursed by the Medicare program are subject to various price determination and reporting requirements under federal statutes, including the Medicaid and Medicare statutes as well as the Public Health Service Act ("PHSA") and the Veterans Health Care Act ("VHCA"). Compliance with the Medicaid rebate statute, the VHCA, the Medicare statute, and Section 340B of the PHSA requires us to calculate and/or report a number of different pricing metrics (e.g., Average Manufacturer Price ("AMP"), Best Price ("BP"), Average Sales Price ("ASP"), Federal Ceiling Price ("FCP"), non-federal average manufacturer price ("Non-FAMP"), and 340B ceiling price) to federal authorities responsible for monitoring and enforcing drug manufacturer compliance with federal law and policy.

        We participate in the federal Medicaid rebate program established by the Omnibus Budget Reconciliation Act of 1990, as well as several state supplemental rebate programs. We make our pharmaceutical products available to authorized users of the Federal Supply Schedule ("FSS") of the General Services Administration under an FSS contract negotiated by the department of Veterans Affairs ("VA"). Under our license to market and distribute the IV Iron medication Venofer® to freestanding dialysis clinics, we also are considered, for statutory price reporting purposes, to be the manufacturer of Venofer® (when sold by us under one of our national drug codes ("NDCs")), which is reimbursed under Part B of the Medicare program. Our products also are subject to a federal requirement that any company participating in the Medicaid rebate or Medicare program extend discounts comparable to the rebates paid to State Medicaid agencies to qualified purchasers under the Public Health Services ("PHS") pharmaceutical pricing program managed by HHS (also known as the "340B program" by virtue of the section of the PHSA that created the program). The PHS pricing program extends these deep discounts on drugs to a variety of community health clinics and other entities that receive health services grants from the PHS, as well as hospitals that serve a disproportionate share of poor Medicare and Medicaid beneficiaries. ACA expanded the 340B program to include additional providers.

        Under the Medicaid rebate program, we pay a rebate to each state Medicaid program based upon sales of our covered outpatient drugs that are separately reimbursed by those programs. The ACA increased the minimum federal Medicare rebate percentages, effective January 1, 2010. Rebate calculations are complex and, in certain respects, subject to interpretations of law, regulation, or policy guidance by us, government or regulatory agencies and the courts. The Medicaid rebate amount is computed each quarter based on our submission to CMS of our current AMP and BP for our pharmaceutical products. The VHCA imposes a requirement that the prices we charge to certain federal entities under the FSS must be no greater than the FCP, which is determined by applying a statutory discount to the non-FAMP charged to non-federal customers. Because the amount the government pays to reimburse the cost of a drug under Part B of the Medicare program is ordinarily based on the drug's ASP additional price calculation and reporting obligations are imposed on the manufacturers of Part B drugs under that program. Since Venofer® is a Part B drug (i.e., one ordinarily administered incident to a physician service), we are responsible for compiling and utilizing a wide range of sales data elements to determine the ASP of Venofer® marketed under our NDC, and reporting it to CMS. We are subject to specific ASP reporting obligations with respect to our Venofer® sales under a consent order issued by the Federal Trade Commission in October 2008 in connection with establishment of our licensing and distribution arrangements with Galenica and Luitpold (File No. 081-0146) described under "Business Overview – Dialysis Products – Renal Pharmaceuticals." The Medicare ESRD PPS system incorporated payment for Venofer® starting January 1, 2011. While most facilities have moved to the new system, some facilities will not fully transition to the ESRD PPS reimbursement until January 1, 2014. The extent to which Medicare pays separately for Venofer® under the ASP-based system will thus diminish over this period.

        Government agencies may make changes in program interpretations, requirements or conditions of participation, and retain the right to audit the accuracy of our computations of rebates and pricing, some of

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which may result in implications (such as recoupment) for amounts previously estimated or paid which have a material adverse effect on the Company's revenues, profitability and financial condition.

        Laboratory Tests.    Spectra obtains a portion of its net revenue from Medicare, which pays for clinical laboratory services provided to dialysis patients in two ways.

        First, payment for most tests is included in the ESRD PPS bundled rate paid to dialysis centers. The centers obtain the laboratory services from laboratories and pay the laboratories for the services. In accordance with industry practice, Spectra usually provides such testing services under capitation agreements with its customers pursuant to which it bills a fixed amount per patient per month to cover the laboratory tests included in the ESRD PPS rate at the frequencies designated in the capitation agreement.

        Second, the few laboratory tests performed by Spectra for Medicare beneficiaries that are not included in the ESRD PPS bundled rate are billed separately to Medicare. Such tests are paid at 100% of the Medicare clinical laboratory fee schedule amounts, which vary across different geographic areas but which cannot exceed national ceilings on payment rates, called national limitation amounts ("NLAs"). Medicare updates the payment rates to reflect inflation by the change in consumer price index, subject to certain reductions. The ACA imposed a 1.75 percentage point reduction from the rate of change in the consumer price index for calendar years 2011 to 2015 together with a "productivity adjustment," expected to be slightly above 1 percentage point, applicable (with some restrictions) for years starting with 2011.

        Erythropoietin stimulating agents.    ESAs, including Epogen®, Aranesp® and Omontys® are used for anemia management of patients with renal disease. ESAs are included in the bundled payment under the ESRD PPS.

        The amount of ESA that is appropriate for a patient varies by several factors, including the severity of the patient's anemia and the patient's clinical response to the ESA. Anemia severity is commonly monitored by measuring a patient's hematocrit, an indicator of the proportion of red blood cells in a patient's whole blood, or by evaluating a patient's hemoglobin level. Until recently, product labels for ESAs recommended dosing to achieve and maintain hemoglobin levels within the range of 10 to 12 grams/deciliter (g/dl) in patients with ESRD. On June 24, 2011, the FDA recommended more conservative dosing guidelines for ESAs, including EPO, when used to achieve a normal or nearly normal hemoglobin level in ESRD patients, due to the increased risks of cardiovascular events such as stroke, thrombosis and death. The recommendation is to initiate ESA treatment when the patient's hemoglobin level is less than 10 g/dcl and reduce or interrupt the dose of ESA if the patient's hemoglobin level approaches or exceeds 11 g/dcl. The recommendation, which was added to the "black-box" warning on ESA packages and the package insert, states that for each patient, therapy should be individualized, using the lowest ESA dose possible to reduce the need for red blood cell transfusions.

        Any of the following changes relating to ESAs could adversely affect our business, and results of operations, possibly materially:

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a material reduction in the typical dosage per administration;

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an interruption in the supply of ESAs;

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increases in the cost of ESAs without offsetting increases in the ESRD PPS reimbursement rate; or

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reduction by the manufacturer of ESAs of the amount of overfill in the ESA vials.

        Medicare's ESRD Prospective Payment System.    With the enactment of MIPPA in 2008, Congress mandated the development of an expanded ESRD bundled payment system for services furnished on or after January 1, 2011. On July 26, 2010, CMS published a final rule implementing the ESRD PPS for ESRD dialysis facilities in accordance with MIPPA. Under the ESRD PPS, CMS reimburses dialysis facilities with a single payment for each dialysis treatment, inclusive of (i) all items and services included in the former composite rate, (ii) oral vitamin D analogues, oral levocarnitine (an amino acid derivative) and all ESAs and other pharmaceuticals (other than vaccines) furnished to ESRD patients that were previously reimbursed separately under Part B of the Medicare program, (iii) most diagnostic laboratory tests and (iv) certain other items and services furnished to individuals for the treatment of ESRD. ESRD-related drugs with only an oral form, including PhosLo®, are expected to be reimbursed under the ESRD PPS starting in January 2016 with an adjusted payment amount to be determined by the Secretary of Health and Human Services to reflect the additional cost to dialysis facilities of providing these medications. The base ESRD PPS payment is subject to case mix adjustments that take into account individual patient

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characteristics (e.g., age, body surface area, body mass, time on dialysis) and certain co-morbidities. The base payment is also adjusted for (i) certain high cost patient outliers due to unusual variations in medically necessary care, (ii) disparately high costs incurred by low volume facilities relative to other facilities, (iii) provision of home dialysis training and (iv) wage-related costs in the geographic area in which the provider is located.

        The ESRD PPS is being phased in over four years with full implementation for all dialysis facilities on January 1, 2014. As part of the base payment for 2011, CMS included a negative 3.1 percent adjustment for each facility in order to ensure a budget-neutral transition, the "Transition Adjuster", based on its estimation that only 43% of dialysis facilities would elect to participate fully in the ESRD PPS in 2011. In April 2011, however, CMS reduced the Transition Adjuster to zero percent for the remainder of 2011, based on the actual number of facilities that elected to fully participate in the ESRD PPS. CMS specified Transition Adjusters of zero percent for 2012 and 0.1% 2013.

        The ESRD PPS payment amount is subject to annual adjustment based on increases in the costs of a "market basket" of certain healthcare items and services less a productivity adjustment. On November 9, 2012, CMS published a final rule finalizing the 2013 ESRD PPS rate. In the rule, CMS established the 2013 productivity adjusted market basket update at 2.3 percent, which was based on a market basket update of 2.9 percent less a productivity adjustment of 0.6 percent. Additionally, CMS set the 2013 wage index budget-neutrality adjusted base rate of $240.36 per treatment.

        The ESRD PPS's quality incentive program ("QIP"), initially focusing on anemia management and dialysis adequacy, began affecting payments for dialysis services in 2012. Dialysis facilities that fail to achieve the established quality standards have payments for a particular year reduced by up to 2 percent, based on a year's performance. In the November 2011 final rule, CMS established the quality measures for payment year 2013, which focus on anemia management and dialysis adequacy for the payment year 2013. The 2013 payment will be based on performance in 2011. For the 2014 payment year, CMS has adopted four additional measures to determine whether dialysis patients are receiving high quality care. The new measures include (i) prevalence of catheter and A/V fistula use; (ii) reporting of infections to the Centers for Disease Control and Prevention; (iii) administration of patient satisfaction surveys; and (iv) monthly monitoring of phosphorus and calcium levels.

        The ESRD PPS resulted in a lower reimbursement rate on average as a result of the above measures by CMS, at nearly all of our U.S. dialysis facilities that elected to be fully subject to the ESRD PPS starting on January 1, 2011. We mitigated the impact of the ESRD PPS with two broad measures. First, we worked with medical directors and treating physicians to make clinical protocol changes used in treating patients consistent with the QIP and good clinical practices, and we negotiated pharmaceutical acquisition cost savings. In addition, we have achieved greater efficiencies and better patient outcomes by introducing new initiatives to improve patient care upon initiation of dialysis, increase the percentage of patients using home therapies and achieve additional cost reductions in our clinics. For information regarding the impact of ESRD PPS and the above implementation plan on our business, see the discussion of our North America Segment in Item 5, "Operating and Financial Review and Prospects – Financial Condition and Results of Operations."

        On February 4, 2013, CMS announced plans to test a new Comprehensive End-Stage Renal Disease (ESRD) Care Model and issued a solicitation for applications. As currently proposed, CMS will work with up to 15 healthcare provider groups, known as ESRD Seamless Care Organizations ("ESCOs"), to test a new system of payment and care delivery that seeks to deliver better health outcomes for ESRD patients while lowering CMS's costs. ESCOs that achieve the program's minimum quality thresholds and generate reductions in CMS's cost of care above certain thresholds for the ESRD patients covered by the ESCO will receive a share of the cost savings. ESCOs that include dialysis chains with more than 200 facilities are required to share in the risk of cost increases and reimburse CMS a share of any such increases. Organizations must apply and be approved by CMS to participate in the program. Applications are due by May 1, 2013. We are reviewing the details of the proposed program to determine whether to participate in this program.

        Any significant decreases in Medicare reimbursement rates could have material adverse effects on our provider business and, because the demand for products is affected by Medicare reimbursement, on our products business. To the extent that increases in operating costs that are affected by inflation, such as labor and supply costs, are not fully reflected in a compensating increase in reimbursement rates, our business and results of operations may be adversely affected.

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        Effective February 15, 2011, the Department of Veterans Affairs ("VA") adopted payment rules which reduce its payment rates for non-contracted dialysis services to coincide with those of the Medicare program. As a result of the enactment of these new rules, we expect to experience variability in our aggregated VA reimbursement rates for contracted and non-contracted services. In addition, we may also experience reductions in the volume of VA patients treated in our facilities.

        Coordination of Benefits.    Medicare entitlement begins for most patients at least three months after the initiation of chronic dialysis treatment at a dialysis center. During the first three months, considered to be a waiting period, the patient or patient's insurance, Medicaid or a state renal program is generally responsible for payment.

        Patients who are covered by Medicare and are also covered by an employer group health plan ("EGHP") are subject to a 30-month coordination period during which the EGHP is the primary payor and Medicare the secondary payor. During this coordination period the EGHP pays a negotiated rate or in the absence of such a rate, our standard rate or a rate defined by its plan documents. The EGHP payments are generally higher than the Medicare payment. EGHP insurance, when available, will therefore generally cover as the primary payor a total of 33 months, the 3-month waiting period plus the 30-month coordination period. Any significant decreases in EGHP reimbursement rates could have material adverse effects on our provider business and, because the demand for products is affected by provider reimbursement, on our products business.

        Budget Control Act and American Taypayer Relief Act.    On August 2, 2011, the U.S. Budget Control Act of 2011 ("Budget Control Act") was enacted, raising the U.S.'s debt ceiling and putting into effect a series of actions for deficit reduction. Automatic across-the-board spending cuts over nine fiscal years (2013-2021), projected to total $1.2 trillion for all Federal government programs, were scheduled to go into effect on January 2, 2013. Pursuant to the American Taxpayer Relief Act of 2012 ("American Taxpayer Relief Act"), which was enacted on January 3, 2013, these reductions are now scheduled to go into effect on March 1, 2013, unless the law is further changed. Medicare payments to providers and suppliers would be subject to these reductions, but these reductions would be limited to one adjustment of no more than 2 percent through 2021. The Medicare reimbursement reduction would be independent of annual inflation update mechanisms, such as the market basket update pursuant to the ESRD PPS. In addition to delaying the Budget Control Act's automatic spending reductions, the American Taxpayer Relief Act also directed CMS to reduce the ESRD PPS payment rate, effective January 1, 2014, to account for changes in the utilization of certain drugs and biologicals that are included in the ESRD PPS. In making such reduction, the law requires CMS to use the most recently available pricing data for such drugs and biologicals. CMS is expected to release a proposed rule incorporating such calculations in Spring or early Summer 2013, with a final rule to follow later in the year.

        In the current legislative environment, increases in government spending may need to be accompanied by corresponding offsets. For example, the Budget Control Act did not address reductions in physician payments mandated by the sustainable growth rate ("SGR"). The Middle Class Tax Relief and Job Creation Act of 2012 delayed implementation of these reductions until December 31, 2012 and the American Taxpayer Relief Act further delayed them until December 31, 2013. A cut of approximately 27 percent in physician fees will ensue unless Congress acts, at it has in the past, to prevent it. In order to reduce or eliminate SGR physician payment reductions and not adversely affect deficit reduction, Congress would have to reduce other spending. We cannot predict whether these would include other reductions in Medicare or Medicaid spending.

        Possible Changes in Statutes or Regulations.    Further legislation or regulations may be enacted in the future that could substantially modify or reduce the amounts paid for services and products offered by us and our subsidiaries. It is also possible that statutes may be adopted or regulations may be promulgated in the future that impose additional eligibility requirements for participation in the federal and state healthcare programs. Such new legislation or regulations could, depending upon the detail of the provisions, have positive or adverse effects, possibly material, on our businesses and results of operations. See "Risk Factors – Risks Relating to Litigation and Regulatory Matters – Proposals for healthcare reform could decrease our revenues and operating profit," and "– Healthcare Reform" below.

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International (Including Germany and Other Non-U.S.)

        As a global company delivering dialysis care and dialysis products in more than 120 countries worldwide, we face the challenge of addressing the needs of dialysis patients and customers in widely varying economic and healthcare environments.

        In the major European and British Commonwealth countries, healthcare systems are generally based on one of two funding models. The "Bismarck system", is based on mandatory employer and employee contributions dedicated to healthcare financing. The "Beveridge system", provides a national healthcare system financed by taxes. The healthcare systems of countries such as Germany, Japan, France, Belgium, Austria, Czech Republic, Poland, Hungary, Turkey and the Netherlands are based on the Bismarck-type system. Countries such as the United Kingdom, Canada, Denmark, Finland, Portugal, Sweden and Italy established their national health services using the Beveridge-type system. For information on the distribution of clinic ownership in various countries in which we operate, see "Renal Industry Overview – Dialysis Treatment Options for ESRD," above. However, during the last decade, healthcare financing under many social security systems has also been significantly subsidized with tax money.

        Remuneration for ESRD treatment widely differs between countries. There are three main types of reimbursement modalities: national budget allocation, reimbursement on a fee for basic service and flat periodic rate. In some cases, the reimbursement modalities also vary within the same country depending on the type of healthcare provider (public or private). Budget transfer is a reimbursement modality used mainly for public providers in most of the European countries where the funding is based on taxation and in some of the countries where it is based on social security. Fee for service is the most common reimbursement modality for private providers in all European countries (with exceptions, such as Germany, where reimbursement to private providers is based on a weekly flat rate) and for public providers in countries where the funding system is based on social security payments.

        Treatment components included in the base reimbursement amount may vary from country-to-country or even within countries, depending on the structure and cost allocation principles. In the highly integrated reimbursement models for dialysis, also often referred to as "bundled" reimbursement, (applicable e.g., in Poland, Romania as noted above) the dialysis reimbursement rate covers all – or almost all – treatment-related components, including the dialysis session, laboratory services and ESAs. Under such reimbursement models, the amount of reimbursement can depend on the fulfilment of specified treatment results and quality control parameters by the dialysis services that are provided. In such systems, the therapeutic goals include, among others, the adequacy of dialysis, targets for haemoglobin levels, bone metabolism status, water quality as well as outcome measures such as mortality rate and hospitalization days. Countries with a relatively low integration of the treatment components in the base reimbursement (such as the Czech Republic, the United Kingdom and Germany) dedicate correspondently diverse additional payments for other services rendered to dialysis patients arising from different budgets (or payment streams), depending on the national healthcare regulations.

        Where treatment is reimbursed on a fee-for-service basis, reimbursement rates are sometimes allocated in accordance with the type of treatment performed. We believe that it is difficult to judge reimbursement based on an average global reimbursement amount because the services and costs for which reimbursement is provided in any such average global amount would likely bear little relation to the actual reimbursement system in any one country. Generally, in European countries with established dialysis programs, reimbursements range from $100 to more than $300 per treatment. However, a comparison from country to country would not be meaningful if made in the absence of a detailed analysis of the cost components reimbursed, services rendered and the structure of the dialysis clinic in each country being compared.

        Healthcare expenditures are consuming an ever-increasing portion of gross domestic product worldwide. In the developed economies of Europe, Asia and Latin America, healthcare spending is in the range of 5%-15% of gross domestic product. In many countries, dialysis costs consume a disproportionately high portion of the healthcare budget. In times of increasing financial constraints, e.g., the current Eurozone financial crisis, these costs among others may be considered a target for implementation of cost containment measures.

        However, past experiences have shown that legislators are often willing to combine austerity measure with a healthcare regulation reform. This offers significant chances for industrialized integrated medical service providers to take up more responsibilities in the care cycle towards outcome-based reimbursement models.

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        Today, there is increasing awareness of the correlation between the quality of care delivered in the dialysis unit and the total healthcare expenses incurred by the dialysis patient. Accordingly, developments in reimbursement policies might include higher reimbursement rates for practices which are believed to improve the overall state of health of the ESRD patient and reduce the need for additional medical treatment, thereby reducing overall healthcare costs for dialysis patients. There can be no assurance, however, that any such reimbursement will be adopted.

Anti-Kickback Statutes, False Claims Act, Health Insurance Portability and Accountability Act of 1996, Civil Monetary Penalties Law, Stark Law and Other Fraud and Abuse Laws in the United States

        Some of our operations are subject to federal and state statutes and regulations governing financial relationships between healthcare providers and potential referral sources and reimbursement for services and items provided to Medicare and Medicaid patients. Such laws include the Anti-Kickback Statute, the False Claims Act, the Stark Law, and other federal healthcare fraud and abuse laws and similar state laws.

        The U.S. Government, many individual states and private third-party risk insurers have devoted increasing resources to combat fraud, waste, and abuse in the healthcare sector. The Office of the Inspector General of HHS ("OIG"), state Medicaid fraud control units, and other enforcement agencies have dedicated substantial resources to their efforts to detect agreements between physicians and service providers that may violate fraud and abuse laws. In its most recent Work Plan for Fiscal Year 2013, the OIG has scheduled an ESRD-related review on: (i) Medicare's oversight of facilities that provide outpatient maintenance dialysis services to Medicare beneficiaries with ESRD, (ii) Medicare pricing and utilization related to renal dialysis services under the bundled prospective payment system for renal dialysis services and Medicare payments under the new ESRD PPS to determine that payments were made in accordance with Medicare requirements and (iii) costs and payments for ESRD drugs under the bundled prospective payment system.

        Recent health reform legislation has also enhanced the government's ability to pursue actions against potential violators, by expanding the government's investigative authority, expanding criminal and administrative penalties, and providing the government with expanded opportunities to pursue actions under the federal Anti-Kickback Statute, the False Claims Act, and the Stark Law. For example, ACA narrowed the public disclosure bar under the False Claims Act, allowing increased opportunities for whistleblower litigation. In addition, the legislation modified the intent standard under the federal Anti-Kickback Statute, making it easier for prosecutors to prove that alleged violators had met the requisite knowledge requirement. ACA also requires providers and suppliers to report any Medicare or Medicaid overpayment and return the overpayment on the later of 60 days of identification of the overpayment or the date the cost report is due (if applicable), or all claims associated with the overpayment will become false claims. The ACA also provides that any claim submitted from an arrangement that violates the Anti-Kickback Statute is a false claim. Also, final regulations promulgating recent "sunshine" legislation were issued in early February 2013, requiring pharmaceutical and medical device manufacturers to record any payments made to physicians and teaching hospitals, requiring information collection to begin August 1, 2013 and reporting of data to CMS by March 31, 2014.

Anti-Kickback Statutes

        The federal Anti-Kickback Statute establishes criminal prohibitions against and civil penalties for the knowing and willful solicitation, receipt, offer or payment of any remuneration, whether direct or indirect, in return for or to induce the referral of patients or the ordering or purchasing of items or services payable in whole or in part under Medicare, Medicaid or other federal healthcare programs. Sanctions for violations of the Anti-Kickback Statute include criminal and civil penalties, such as imprisonment and/or criminal fines of up to $25,000 per violation, and civil penalties of up to $50,000 per violation and up to three times the amount received from the healthcare program, and exclusion from the Medicare or Medicaid programs and other federal programs.

        The OIG has the authority to promulgate regulations referred to as "safe harbors" that define certain business relationships and arrangements that would not be subject to civil sanction or criminal enforcement under the Anti-Kickback Statute. Failure to comply with a safe harbor provision does not make the activity illegal. Rather, the safe harbors set forth specific criteria that, if fully met, will assure the entities involved of not being prosecuted criminally or civilly for the arrangement under the Anti-Kickback Statute.

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        Many states also have enacted statutes similar to the Anti-Kickback Statute, which may include criminal penalties, applicable to referrals of patients regardless of payor source, and may contain exceptions different from state to state and from those contained in the federal Anti-Kickback Statute.

False Claims Act and Related Criminal Provisions

        The federal False Claims Act (the "False Claims Act") imposes civil penalties for knowingly making or causing to be made false claims with respect to governmental programs, such as Medicare and Medicaid, for services billed but not rendered, or for misrepresenting actual services rendered, in order to obtain higher reimbursement. Under the interpretation of certain courts, claims submitted for services furnished in violation of the Anti-Kickback Statute or Stark Law could also violate the False Claims Act. Moreover, private individuals may bring qui tam or "whistle blower" suits against providers under the False Claims Act, which authorizes the payment of 15-30% of any recovery to the individual bringing suit. Such actions are initially required to be filed under seal pending their review by the Department of Justice. The False Claims Act generally provides for the imposition of civil penalties of $5,500 to $11,000 per claim and for treble damages, resulting in the possibility of substantial financial penalties for small billing errors that are replicated in a large number of claims, as each individual claim could be deemed to be a separate violation of the False Claims Act. Some states also have enacted statutes similar to the False Claims Act which may include criminal penalties, substantial fines, and treble damages.

        The Social Security Act provides financial incentives to states that enact state false claims acts that meet specified requirements. The OIG, in consultation with the Attorney General of the United States and the Department of Justice, determines whether a state false claims act meets these enumerated requirements to qualify for the added financial incentive. Previously, the OIG had reviewed and approved state false claims acts of 14 states, which include California, Georgia, Hawaii, Illinois, Indiana, Massachusetts, Michigan, Nevada, New York, Rhode Island, Tennessee, Texas, Virginia, and Wisconsin. However, due to recent amendments to the False Claims Act and certain other deficiencies, these state laws are no longer compliant. The OIG granted a 2-year grace period ending in 2013, during which time the states may update and resubmit their amended state false claims acts to the OIG for approval, but will continue to enjoy the financial incentives with respect to any recovery awarded under their existing state false claim acts.

The Health Insurance Portability and Accountability Act of 1996 ("HIPAA")

        HIPAA was enacted in August 1996 and expanded federal fraud and abuse laws by increasing their reach to all federal healthcare programs, establishing new bases for exclusions and mandating minimum exclusion terms, creating an additional statutory exception to the Anti-Kickback Statute for risk-sharing arrangements, requiring the Secretary of Health and Human Services to issue advisory opinions, increasing civil money penalties to $10,000 (formerly $2,000) per item or service and assessments to three times (formerly twice) the amount claimed, creating a specific healthcare fraud offense and related health fraud crimes, and expanding investigative authority and sanctions applicable to healthcare fraud. It also prohibits a provider from offering anything of value which the provider knows or should know would be likely to induce a federal healthcare program beneficiary to select or continue with the provider.

        HIPAA included a healthcare fraud provision which prohibits knowingly and willfully executing a scheme or artifice to defraud any "healthcare benefit program," which includes any public or private plan or contract affecting commerce under which any medical benefit, item, or service is provided to any individual, and includes any individual or entity who is providing a medical benefit, item, or service for which payment may be made under the plan or contract. Penalties for violating this statute include criminal penalties, exclusion from the Medicare and Medicaid programs, freezing of assets and forfeiture of property traceable to commission of a healthcare fraud.

        HIPAA regulations establish national standards for certain electronic healthcare transactions, the use and disclosure of certain individually identifiable patient health information, and the security of the electronic systems maintaining such information (the "HIPAA Regulations"). Health insurance payers and healthcare providers like us must comply with the HIPAA Regulations. Violations of the HIPAA Regulations may result in civil money penalties and criminal sanctions.

        Many U.S. states also have enacted healthcare privacy and data security breach laws governing patient information, medical records and personal information, including sensitive information such as financial and identity data. The HIPAA privacy regulations (the "Privacy Rule") establish a minimum U.S. federal standard for protecting the privacy of protected health information ("PHI") and preempt contrary U.S.

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state medical privacy laws. The Privacy Rule does not, however, preempt U.S. state medical privacy laws that are more stringent or more protective of individual privacy. In such instances, we would need to comply with both the Privacy Rule and U.S. state privacy law. In addition, almost all U.S. states now regulate data breaches by requiring notification of affected individuals, often with significant financial penalties for noncompliance.

        The Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), enacted pursuant to the American Recovery and Reinvestment Act of 2009 ("ARRA"), made sweeping changes to the health information privacy and security regulations of HIPAA by expanding the scope and application of the statute. These changes include, among other things, (i) establishing an affirmative obligation to provide patient data breach notification in the event of the unauthorized acquisition, access, use or disclosure of unsecured PHI; (ii) elaborating upon the standard for "minimum necessary" uses and disclosures of PHI by a covered entity; (iii) restricting certain uses of PHI for marketing purposes (by expanding the definition of marketing activities requiring authorization); (iv) prohibiting certain sales of PHI; (v) establishing an affirmative obligation to provide an accounting of disclosures made for payment, treatment and healthcare operations (up to 3 years); (vi) permitting individual requests to restrict disclosure of PHI in certain circumstances; (vii) applying the Privacy Rule to business associates; and (viii) modifying an individuals' right to access PHI. The U.S. government has promulgated final regulations, effective March 26, 2013, that address the obligation to provide patient data breach notifications, which subject the Company to additional administrative requirements in the U.S.

        The HITECH Act also implemented measures to strengthen enforcement of HIPAA and increased applicable penalties for HIPAA violations. Penalties are now tiered and range from $100 to $50,000 per violation with an annual cap for the same violations of $25,000 to $1,500,000. The Office for Civil Rights of the Department of Health and Human Services ("OCR") has increased enforcement activities and has recently levied large penalties for violations. In addition, as mandated by the HITECH Act, OCR has begun an audit program to assess compliance by covered entities and their business associates with the HIPAA privacy and security rules and breach notification standards.

Civil Monetary Penalties Law

        Individuals or entities who have either (1) directly submitted, or caused to be submitted, claims which are improper or false; (2) arranged or contracted with an individual or entity that the person knows or should know is excluded from participation in federal healthcare programs; or (3) offered or received kickbacks may also be subject to monetary penalties or exclusion under the Civil Monetary Penalties Law ("CMPL") at the discretion of the OIG. Penalties are generally not more than $10,000 for each item or service. However, under the CMPL, violators of the federal Anti-Kickback Statute provisions may also be subject to additional civil money penalties of $50,000 per violation. Violators are also subject to an assessment of up to three times the amount claimed for each item or service in lieu of damages sustained by the United States or a state agency because of such claim, or damages of up to three times the total amount of remuneration offered, paid, solicited, or received. In addition, any person or entity who violates this section may be excluded from participation in the federal or state healthcare programs.

Stark Law

        The original Ethics in Patient Referrals Act of 1989 (commonly referred to as the "Stark Law") was enacted as part of the Omnibus Budget Reconciliation Act ("OBRA") of 1989, and prohibited a physician from referring Medicare patients for clinical laboratory services to entities with which the physician (or an immediate family member) has a financial relationship, unless an exception applies. Sanctions for violations of the Stark Law may include denial of payment, refund obligations, civil monetary penalties and exclusion of the provider from the Medicare and Medicaid programs. In addition, the Stark Law prohibits the entity receiving the referral from filing a claim or billing for services arising out of the prohibited referral.

        Provisions of OBRA 1993, known as "Stark II," amended the Stark Law to revise and expand upon various statutory exceptions, expanded the services regulated by the statute to a list of "Designated Health Services," and expanded the reach of the statute to the Medicaid program. The provisions of Stark II generally became effective on January 1, 1995. The additional Designated Health Services, in addition to clinical laboratory services, include: physical therapy, occupational therapy and speech language pathology services; radiology and certain other imaging services; radiation therapy services and supplies; durable medical equipment and supplies; parenteral and enteral nutrients, equipment and supplies; prosthetics,

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orthotics, and prosthetic devices and supplies; home health services; outpatient prescription drugs; and inpatient and outpatient hospital services. The first phase of Stark regulations was finalized on January 4, 2001. Most portions of the first phase regulations became effective in 2002. The first phase of the final regulations implementing the Stark Law (the "Phase I regulations") contains an exception for Epogen® and certain other dialysis-related outpatient prescription drugs furnished in or by an ESRD facility under many circumstances. In addition, the regulations made clear that services reimbursed by Medicare to a dialysis facility under the ESRD composite rate do not implicate the Stark Law. Further, the final Phase I regulations also adopted a definition of durable medical equipment which effectively excludes ESRD equipment and supplies from the category of Designated Health Services. Phase II of the Stark regulations was published on March 26, 2004, and became effective on July 26, 2004. This phase of the regulations finalized all of the compensation exceptions to the Stark Law, including those for "personal services arrangements" and "indirect compensation arrangements." In addition, Phase II revised the exception for Epogen® and certain other dialysis-related outpatient prescription drugs furnished in or by an ESRD facility to include certain additional drugs.

        On September 5, 2007, CMS published Phase III of the Stark regulations. While this rulemaking was intended to be the final phase of the Stark rulemaking process, CMS continues to address the Stark Law as part of its annual rulemaking process for reimbursement under the Medicare Part B Physician Fee Schedule or under the Inpatient Prospective Payment System.

        Finally, it should be noted that many states in which we operate have enacted self-referral statutes similar to the Stark Law. Such state self-referral laws may apply to referrals of patients regardless of payor source and may contain exceptions different from each other and from those contained in the Stark Law.

Other Fraud and Abuse Laws

        Our operations are also subject to a variety of other federal and state fraud and abuse laws, principally designed to ensure that claims for payment to be made with public funds are complete, accurate and fully comply with all applicable program rules, and to prevent remuneration in exchange for referrals or purchases of items which may be reimbursed by the government or which may lead to overutilization, corruption of healthcare provider judgment, or a lack of transparency in costs or charges. Failure to remain in compliance with any of these rules by any of our subject businesses could result in a material adverse effect on our business, financial condition or results of operations.

Healthcare Reform

        ACA contains broad healthcare system reforms, including (i) provisions to facilitate access to affordable health insurance for all Americans, (ii) expansion of the Medicaid program, (iii) an industry fee on pharmaceutical companies starting in 2011 based on sales of brand name pharmaceuticals to government healthcare programs, (iv) a 2.3% excise tax on manufacturers' medical device sales starting in 2013, (v) increases in Medicaid prescription drug rebates effective January 1, 2010, (vi) commercial insurance market reforms that protect consumers, such as bans on lifetime and annual limits, coverage of pre-existing conditions, and limits on waiting periods, (vii) provisions encouraging integrated care, efficiency and coordination among providers and (viii) provisions for reduction of healthcare program waste and fraud. ACA's medical device excise tax, Medicaid drug rebate increases and annual pharmaceutical industry fees will adversely impact our product business earnings and cash flows. We expect modest favorable impact from ACA's integrated care and commercial insurance consumer protection provisions.

        ACA also contains the Physician Payment Sunshine Act (section 6002) ("PPSA"). On February 8, 2013, CMS issued final regulations under the PPSA that require applicable pharmaceutical, medical device, biological, and medical supply manufacturers to report annually to the Secretary of Health and Human Services (HHS) certain "payments or other transfers of value" to physicians and teaching hospitals. The PPSA also requires applicable manufacturers to report certain information regarding the ownership or investment interests held by physicians or the immediate family members of physicians in such entities. The first reports will be due March 31, 2014 for the initial reporting period (August – December 2013), and thereafter for each calendar year. The report must include, among other things, information about the amount of the payment, the date on which the payment was made, the form of payment, and the nature of the payment (e.g., consulting fees, compensation for services, gifts, entertainment and research).

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        Several lawsuits were filed in federal courts challenging the constitutionality of ACA, but the United States Supreme Court upheld the law in a June 2012 ruling. Bills to repeal all or part of ACA have been approved by the House of Representatives but rejected by the Senate. Additional cases challenging the constitutionality of ACA are pending. We cannot predict the outcome of these cases, which Congressional proposals, if any, will be adopted, or if any proposals are adopted, what the effects would be.

        CMS and the Department of Health and Human Services have not yet finalized all of the rules and regulations implementing the provisions of ACA. As a result, further regulations may be promulgated in the future that could substantially change the Medicare and Medicaid reimbursement system, or that impose additional eligibility requirements for participation in the federal and state healthcare programs. Moreover, such regulations could alter the current responsibilities of third-party insurance payors (including employer-sponsored health insurance plans, commercial insurance carriers and the Medicaid program) including, without limitation, with respect to cost-sharing obligations. Such new regulations could, depending upon the detail of the provisions, have positive or adverse effects, possibly material, on our businesses and results of operations.

C.    Organizational Structure

        The following chart shows our organizational structure and our significant subsidiaries as of December 31, 2012. Fresenius Medical Care Holdings, Inc. conducts its business as "Fresenius Medical Care North America."

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D.    Property, plant and equipment

Property

        The table below describes our principal facilities. We do not own the land and buildings comprising our principal facilities in Germany. Rather, we lease those facilities on a long-term basis from Fresenius SE or one of its affiliates. These leases are described under "Item 7.B. Related Party Transactions – Real Property Lease."

Location	Floor Area (Approximate Square Meters)		Currently Owned or Leased by Fresenius Medical Care	Lease Expiration	Use
Bad Homburg, Germany		18,700	leased	December 2016	Corporate headquarters and administration
Bad Homburg, Germany		4,556	leased	December 2013	Administration building FMC GmbH Central Europe
St. Wendel, Germany		86,212	leased	December 2016	Manufacture of polysulfone membranes, dialyzers and peritoneal dialysis solutions; research and development
Biebesheim, Germany		33,500	leased	December 2023	Central distribution Europe, Asia Pacific and Latin America
Schweinfurt, Germany		38,100	leased	December 2016	Manufacture of hemodialysis machines and peritoneal dialysis cyclers; research and development
Bad Homburg (OE), Germany		10,304	leased	December 2016	Manufacture of hemodialysis concentrate solutions / technical services / logistics services
Stollberg, Germany		3,600	leased	July 2028	Manufacture of sub-assemblies for hemodialysis machines
Palazzo Pignano, Italy		19,990	owned		Manufacture of bloodlines and tubing, office
Canosa Sannita (Chieti), Italy		22,500	owned		Manufacture of PD bags and warehouse
L'Arbresle, France		18,001	owned		Manufacture of polysulfone dialyzers, special filters and dry hemodialysis concentrates
Nottinghamshire, UK		5,110	leased	June 2025	Manufacture of hemodialysis concentrate solutions
Vrsac, Serbia		3,331	owned		Production area, laboratory, maintenance, administration, logistics
Barcelona, Spain		2,000	owned		Manufacture of hemodialysis concentrate solutions
Antalya, Turkey		12,031	leased	December 2037	Manufacture of bloodlines

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Location	Floor Area (Approximate Square Meters)		Currently Owned or Leased by Fresenius Medical Care	Lease Expiration	Use
Casablanca, Morocco		2,823	owned		Manufacture of hemodialysis concentrate solutions
Guadalajara, México		26,984	owned		Manufacture of peritoneal dialysis bags
Buenos Aires, Argentina		20,000	owned		Manufacture of hemodialysis concentrate solutions, dry hemodialysis concentrates, bloodlines and disinfectants
São Paulo, Brazil		15,474	owned		Manufacture of hemodialysis concentrate solutions, dry hemodialysis concentrates, peritoneal dialysis bags, intravenous solutions bags, peritoneal dialysis and blood lines sets
Bogotá, Colombia		12,319	owned		Manufacture of hemodialysis concentrate solutions, peritoneal dialysis bags, intravenous solutions, administration
Bogotá, Colombia		1,804	leased	July 2016	Manufacture of peritoneal dialysis bags
Bogotá, Colombia		2,870	owned		Administration Building
Valencia, Venezuela		3,619	leased	December 2013	Head office and warehouse
Hong Kong		1,770	leased	February 2014	Warehouse
Suzhou, China (Changshu Plant)		83,808	owned		Manufacture of hemodialysis bloodline sets / AV fistula set
Shanghai, China		3,000	leased	October 2014	Warehouse
Shanghai, China		2,000	leased	November 2014	Warehouse
Smithfield NSW, Australia		5,271	owned		Manufacture of hemodialysis concentrate & warehouse
Scoresby, Australia		6,263	leased	December 2019	VIC warehouse / seating & packs / production
Auckland, New Zealand		2,170	leased	May 2030	Warehouse / office
Selangor, Malaysia		3,149	leased	May 2015	Administration / warehouse
Yongin, South Korea		1,650	leased	June 2013	Warehouse
Seaol, South Korea		1,905	leased	January 2014	Administration
Seaol, South Korea		1,540	leased	December 2013	Administration
Sooncheon, South Korea		5,112	leased	May 2016	Clinic
Taipei, Taiwan		1,841	leased	September 2015	Sales, technical and administration office
Tai Chung, Taiwan		3,053	leased	January 2020	Nephrocare clinic
Oita, Japan (Inukai Plant)		3,065	owned		Manufacture of polysulfone filters

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Location	Floor Area (Approximate Square Meters)		Currently Owned or Leased by Fresenius Medical Care	Lease Expiration	Use
Fukuoka, Japan (Buzen Plant)		37,092	owned		Manufacture of peritoneal dialysis bags and dialyzers
Fukuoka, Japan (Buzen Plant) – Site Area for future expansion		27,943	owned		Manufacture of peritoneal dialysis bags and dialyzers
Ibaragi, Japan		7,111	leased	August 2013	Clinic
New Delhi, India		1,157	leased	June 30, 2015	Administration
Waltham, Massachusetts		28,404	leased	April 2017 with a 10 year and a second 5 year renewal option	North American corporate headquarters
Lexington, Massachusetts		6,425	leased	April 2017	IT headquarters and administration – North America
Franklin, Tennessee		5,022	leased	November 2020	Administration
Franklin, Tennessee		2,542	leased	September 2016	Administration
Walnut Creek, California		7,897	leased	June 2013	Manufacture of hemodialysis machines and peritoneal dialysis cyclers; research and development; warehouse space
Concord, California		4,088	leased	October 2028	Manufacture of Hemodialysis machines and peritoneal dialysis cyclers; research and development; warehouse space
Pittsburg, California		7,915	leased	October 2013	Warehouse / office / administration
Ogden, Utah		74,322	owned		Manufacture polysulfone membranes and dialyzers and peritoneal dialysis solutions; research and development
Ogden, Utah		9,755	leased	July 2033	Plant expansion, manufacturing operations
Ogden, Utah		24,452	leased	December 2021	Warehouse
Ogden, Utah		8,933	leased	December 2021	Warehouse
Oregon, Ohio		13,934	leased	April 2019	Manufacture of liquid hemodialysis concentrate solutions
Livingston, California		7,888	leased	December 2017 with two consequtive 5-year renewal options	Manufacture of liquid hemodialysis concentrates and resupply
Milpitas, California		12,009	leased	July 2023 with 5-year renewal option	Clinical laboratory testing
Rockleigh, New Jersey		9,884	leased	August 31, 2014	Clinical laboratory testing

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Location	Floor Area (Approximate Square Meters)		Currently Owned or Leased by Fresenius Medical Care	Lease Expiration	Use
Irving, Texas		8,374	leased	February 2014	Manufacture of liquid hemodialysis solution
Reynosa, Mexico		13,936	leased	June 2013	Manufacture of bloodlines
Reynosa, Mexico		7,432	leased	June 2013	Warehouse
Reynosa, Mexico		4,645	owned		Warehouse
Lachine, Canada		3,663	leased	March 2014	Warehouse
Montreal, Canada		4,036	leased	September 2020	Warehouse
Richmond, Canada		2,286	leased	April 2014	Warehouse
Richmond Hill, Canada		5,948	leased	November 2016	Warehouse and administrative offices
Warrendale, Pennsylvania		2,366	leased	April 2018	RSI administration and research facility
Oklahoma City, OK		3,665	leased	October 2015	Manufacture of sorbent cartridges
Kaysville, Utah		1,787	leased	December 2014	Manufacture of Crit-Line for medical devices

        We lease most of our dialysis clinics, manufacturing, laboratory, warehousing and distribution and administrative and sales facilities in the U.S. and other countries on terms which we believe are customary in the industry. We own those dialysis clinics and manufacturing facilities that we do not lease.

        For information regarding plans to expand our facilities and related capital expenditures, see "Item 4.A. History and Development of the Company – Capital Expenditures."

Item 4A.    Unresolved Staff Comments

        Not applicable.

Item 5.    Operating and Financial Review and Prospects

        You should read the following discussion and analysis of the results of operations of Fresenius Medical Care AG & Co. KGaA and its subsidiaries in conjunction with our historical consolidated financial statements and related notes contained elsewhere in this report. Some of the statements contained below, including those concerning future revenue, costs and capital expenditures and possible changes in our industry and competitive and financial conditions include forward-looking statements. We made these forward-looking statements based on the expectations and beliefs of the management of the Company's General Partner concerning future events which may affect us, but we cannot assure that such events will occur or that the results will be as anticipated. Because such statements involve risks and uncertainties, actual results may differ materially from the results which the forward-looking statements express or imply. Such statements include the matters and are subject to the uncertainties that we described in the discussion in this report entitled "Introduction – Forward-Looking Statements." See also Item 3.D., "Key Information – Risk Factors."

        Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings. Developments in any of these areas could cause our results to differ materially from the results that we or others have projected or may project.

Critical Accounting Policies

        The Company's reported financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that are the basis for our financial statements. The critical accounting policies, the judgments made in the creation and application of these policies, and the sensitivities of reported results to changes in accounting policies, assumptions and estimates are factors to be considered along with the Company's financial statements, and the discussion below in "Results of Operations."

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Recoverability of Goodwill and Intangible Assets

        The growth of our business through acquisitions has created a significant amount of intangible assets, including goodwill and other non-amortizable intangible assets such as trade names and management contracts. At December 31, 2012, the carrying amount of goodwill amounted to $11,422 million and non-amortizable intangible assets amounted to $218 million representing in total approximately 52% of our total assets.

        In accordance with current accounting standards, we perform an impairment test of goodwill and non-amortizable intangible assets at least once a year for each reporting unit, or if we become aware of events that occur or if circumstances change that would indicate the carrying value might be impaired. See also Note 1e) in the Notes to Consolidated Financial Statements.

        To comply with the provisions of the accounting standards for the impairment testing, the fair value of the reporting unit is compared to the reporting unit's carrying amount. We did not adopt ASU 2011-08, Intangibles – Goodwill and Other as we are subject to the International Financial Reporting Standards requirements, which utilizes the two-step approach and therefore, we do not benefit from the introduced simplification in the impairment testing requirements. We estimate the fair value of each reporting unit using estimated future cash flows for the unit discounted by a weighted average cost of capital ("WACC") specific to that reporting unit. Estimating the future cash flows involves significant assumptions, especially regarding future reimbursement rates and sales prices, treatments and sales volumes and costs. In determining cash flows, the Company utilizes for every reporting unit, its three-year budget, projections for years 4 to 10 and a representative growth rate for all remaining years. Projections for up to ten years are possible due to the stability of the Company's business which results from the non-discretionary nature of the healthcare services we provide, the need for products utilized to provide such services and the availability of government reimbursement for a substantial portion of our services. The Company's weighted average cost of capital consisted of a basic rate of 5.79% for 2012. This basic rate is then adjusted by a country specific risk rate and, if appropriate, by a factor to reflect higher risks associated with the cash flows from recent material acquisitions until they are appropriately integrated within each reporting unit.

        If the fair value of the reporting unit is less than its carrying value, a second step is performed which compares the fair value of the reporting unit's goodwill to the carrying value of its goodwill. If the fair value of the goodwill is less than its carrying value, the difference is recorded as an impairment.

        A prolonged downturn in the healthcare industry with lower than expected increases in reimbursement rates and/or higher than expected costs for providing healthcare services and for procuring and selling products could adversely affect our estimated future cash flows. Future adverse changes in a reporting unit's economic environment could affect the country-specific rate and therefore the discount rate. An increase in interest rates could impact the basic rate and accordingly our weighted average cost of capital. These changes could result in impairment charges to goodwill and other intangible assets which could materially and adversely affect our future financial position and operating results.

Legal Contingencies

        We are party to litigation and subject to investigations relating to a number of matters as described in Note 19 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies." The outcome of these matters may have a material effect on our financial position, results of operations or cash flows.

        We regularly analyze current information including, as applicable, our defenses and we provide accruals for probable contingent losses including the estimated legal expenses to resolve the matters. We use the resources of our internal legal department as well as external lawyers for the assessment. In making the decision regarding the need for loss accrual, we consider the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of loss.

        The filing of a suit or formal assertion of a claim or assessment, or the disclosure of any such suit or assertion, does not automatically indicate that accrual of a loss may be appropriate.

Accounts Receivable and Allowance for Doubtful Accounts

        Trade accounts receivable are a substantial asset of ours and the allowance for doubtful accounts is based upon a significant estimate made by management. Trade accounts receivable were $3,019 million

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and $2,798 million at December 31, 2012 and 2011, respectively, net of allowances for doubtful accounts of $329 million and $300 million, respectively.

        We sell dialysis products directly or through distributors in more than 120 countries and we provide dialysis services in approximately 40 countries through clinics we own or manage. Most payors are government institutions or government-sponsored programs with significant variations between the countries and even between payors within one country in local payment and collection practices.

        Dialysis care revenues are recognized and billed at amounts estimated to be receivable under government reimbursement programs and reimbursement arrangements with third party payors. U.S. Medicare and Medicaid government programs are billed at pre-determined net realizable rates per treatment that are established by statute or regulation. Revenues for non-governmental payors where we have contracts or letters of agreement in place are recognized at the prevailing contract rates. The remaining non-governmental payors are billed at our standard rates for services and, in our North America Segment, a contractual adjustment is recorded to recognize revenues based on historic reimbursement experience with those payors for which contracted rates are not predetermined. The contractual adjustment and the allowance for doubtful accounts are reviewed quarterly for their adequacy. No material changes in estimates were recorded for the contractual allowance in the periods presented. The collectability of accounts receivable is reviewed locally on a regular basis, generally monthly.

        In our U.S. operations, the collection process is usually initiated 30 days after service is provided or upon the expiration of the time provided by contract. For Medicare and Medicaid, once the services are approved for payment, the collection process begins upon the expiration of a period of time based upon experience with Medicare and Medicaid. In all cases where co-payment is required the collection process usually begins within 30 days after service has been provided. In those cases where claims are approved for amounts less than anticipated or if claims are denied, the collection process usually begins upon notice of approval of the lesser amounts or upon denial of the claim. The collection process can be confined to internal efforts, including the accounting and sales staffs and, where appropriate, local management staff. If appropriate, external collection agencies may be engaged.

        Public health institutions in a number of countries outside the U.S. require a significant amount of time until payment is made because a substantial number of payors are government entities whose payments are often determined by local laws and regulations and budget constraints. Depending on local facts and circumstances, the period of time to collect can be quite lengthy. In those instances where there are commercial payors, the same type of collection process is initiated as in the U.S.

        Due to the number of our subsidiaries and different countries that we operate in, our policy of determining when a valuation allowance is required considers the appropriate individual local facts and circumstances that apply to an account. While payment and collection practices vary significantly between countries and even agencies within one country, government payors usually represent low to moderate credit risks. It is our policy to determine when receivables should be classified as bad debt on a local basis taking into account local payment practices and local collection experience. A valuation allowance is calculated locally if specific circumstances indicate that amounts will not be collectible.

        In our International Segment and North America product division, for receivables overdue by more than one year, an additional valuation allowance is recorded based on an individual country risk, since we believe that the length of time to collect does indicate an increased credit risk.

        When all efforts to collect a receivable, including the use of outside sources where required and allowed, have been exhausted, and after appropriate management review, a receivable deemed to be uncollectible is considered a bad debt and written off.

        In the Consolidated Statement of Income, expenses from our allowance for doubtful accounts is presented either as a deduction from revenue or as operating expense depending on the source of the receivable. For our dialysis care business, we determine an allowance for patient services provided where all or a portion of the amounts billed or billable cannot be determined to be collectible at the time services are performed, e.g., providing treatment to a patient when such treatment is not covered by an insurance program or a reimbursement arrangement regardless of the patient's ability to pay. This allowance is shown as a reduction to our Dialysis Care revenue. All of our other receivables are evaluated with the changes in the allowance for doubtful accounts recorded as an operating expense.

        Write offs are taken on a claim-by-claim basis when the collection efforts are exhausted. Due to the fact that a large portion of our reimbursement is provided by public healthcare organizations and private

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insurers, we expect that most of our accounts receivables will be collectable, albeit potentially more slowly in the International Segment in the immediate future, particularly in countries which continue to be severely affected by the global financial crisis. See "B. Liquidity and Capital Resources – Operations," below, for a discussion of days sales outstanding developments in 2012. A significant change in our collection experience, deterioration in the aging of receivables and collection difficulties could require that we increase our estimate of the allowance for doubtful accounts. Any such additional bad debt charges could materially and adversely affect our future operating results.

        If, in addition to our existing allowances, 1% of the gross amount of our trade accounts receivable as of December 31, 2012 were uncollectible through either a change in our estimated contractual adjustment or as bad debt, our operating income for 2012 would have been reduced by approximately 1.5%.

        The following tables show the portion and aging of trade accounts receivable of major debtors or debtor groups at December 31, 2012 and 2011. No single debtor other than U.S. Medicaid and Medicare accounted for more than 5% of total trade accounts receivable in either year. Amounts pending approval from third party payors represent less than 2% at December 31, 2012.

        Aging of Net Trade Accounts Receivable by Major Payor Groups:

	At December 31, 2012
	current		overdue by up to 3 months		overdue more than 3 months up to 6 months		overdue more than 6 months up to 1 year		overdue by more than 1 year		Total		% of net trade A/R
	(in millions)
U.S. Medicare and Medicaid Programs	$	473	$	89	$	47	$	36	$	27	$	672		22
U.S. Commercial Payors		292		175		42		35		21		565		19
U.S. Hospitals		107		33		4		3		2		149		5
Self-Pay of U.S. patients		1		11		6		2		2		22		1
Other North America		7		2		0		0		0		9		0
International product customers and dialysis payors		901		279		124		113		185		1,602		53
Total	$	1,781	$	589	$	223	$	189	$	237	$	3,019		100

	At December 31, 2011
	current		overdue by up to 3 months		overdue more than 3 months up to 6 months		overdue more than 6 months up to 1 year		overdue by more than 1 year		Total		% of net trade A/R
	(in millions)
U.S. Medicare and Medicaid Programs	$	379	$	92	$	51	$	44	$	29	$	595		21
U.S. Commercial Payors		250		142		37		33		21		483		17
U.S. Hospitals		101		25		5		2		1		133		5
Self-Pay of U.S. patients		0		4		4		1		1		11		0
Other North America		8		3		1		0		0		12		1
International product customers and dialysis payors		772		289		144		140		219		1,564		56
Total	$	1,510	$	555	$	242	$	220	$	271	$	2,798		100

Self-Insurance Programs

        Under the insurance programs for professional, product and general liability, auto liability and worker's compensation claims, FMCH, our largest subsidiary, is partially self-insured for professional liability claims. For all other coverages we assume responsibility for incurred claims up to predetermined amounts above which third party insurance applies. Reported liabilities for the year represent estimated future payments of the anticipated expense for claims incurred (both reported and incurred but not reported) based on historical experience and existing claim activity. This experience includes both the rate of claims incidence (number) and claim severity (cost) and is combined with individual claim expectations to estimate the reported amounts.

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Financial Condition and Results of Operations

Overview

        We are engaged primarily in providing dialysis services and manufacturing and distributing products and equipment for the treatment of ESRD. We estimate that providing dialysis services and distributing dialysis products and equipment represents a worldwide market of approximately $75 billion with expected annual worldwide market growth of around 4%, adjusted for currency. Patient growth results from factors such as the aging population and increased life expectancies; shortage of donor organs for kidney transplants; increasing incidence and better treatment of and survival of patients with diabetes and hypertension, which frequently precede the onset of ESRD; improvements in treatment quality, which prolong patient life; and improving standards of living in developing countries, which make life-saving dialysis treatment available. Key to continued growth in revenue is our ability to attract new patients in order to increase the number of treatments performed each year. For that reason, we believe the number of treatments performed each year is a strong indicator of continued revenue growth and success. In addition, the reimbursement and ancillary services utilization environment significantly influences our business. With the exception of the implementation of the ESRD PPS in the U.S., and possible adjustments to this payment system for changes in the utilization and costs of certain drugs and biologicals included in the ESRD PPS, we experienced and also expect in the future, generally stable reimbursements for dialysis services. This includes the balancing of unfavorable reimbursement changes in certain countries with favorable changes in other countries. The majority of treatments are paid for by governmental institutions such as Medicare in the United States. As a consequence of the pressure to decrease healthcare costs, reimbursement rate increases have historically been limited. Our ability to influence the pricing of our services is limited.

        With the enactment of MIPPA in 2008, Congress mandated the development of an expanded ESRD bundled payment system for services furnished on or after January 1, 2011. On July 26, 2010, CMS published a final rule implementing the ESRD PPS for ESRD dialysis facilities in accordance with MIPPA. Under the ESRD PPS, CMS reimburses dialysis facilities with a single payment for each dialysis treatment, inclusive of (i) all items and services included in the former composite rate, (ii) oral vitamin D analogues, oral levocarnitine (an amino acid derivative) and all ESAs and other pharmaceuticals (other than vaccines and certain other oral drugs) furnished to ESRD patients that were previously reimbursed separately under Part B of the Medicare program, (iii) most diagnostic laboratory tests and (iv) certain other items and services furnished to individuals for the treatment of ESRD. ESRD-related drugs with only an oral form, including PhosLo, are expected to be reimbursed under the ESRD PPS starting in January 2016 with an adjusted payment amount to be determined by the Secretary of Health and Human Services to reflect the additional cost to dialysis facilities of providing these medications. The base ESRD PPS payment is subject to case mix adjustments that take into account individual patient characteristics (e.g., age, body surface area, body mass, time on dialysis) and certain co-morbidities. The base payment is also adjusted for (i) certain high cost patient outliers due to unusual variations in medically necessary care, (ii) disparately high costs incurred by low volume facilities relative to other facilities, (iii) provision of home dialysis training and (iv) wage-related costs in the geographic area in which the provider is located.

        The ESRD PPS is being phased in over four years with full implementation for all dialysis facilities on January 1, 2014. As part of the base payment for 2011, CMS included a negative 3.1 percent adjustment for each facility in order to ensure a budget-neutral transition, the "Transition Adjuster", based on its estimation that only 43% of dialysis facilities would elect to participate fully in the ESRD PPS in 2011. In April 2011, however, CMS reduced the Transition Adjuster to zero percent for the remainder of 2011, based on the actual number of facilities that elected to fully participate in the ESRD PPS. CMS specified Transition Adjusters of 0.0% for 2012 and 0.1% in 2013.

        The ESRD PPS payment amount is subject to annual adjustment based on increases in the costs of a "market basket" of certain healthcare items and services less a productivity adjustment. On November 9, 2012, CMS published a final rule finalizing the 2013 ESRD PPS rates. In the rule, CMS established the 2013 productivity adjusted market basket update at 2.3 percent, which was based on a market basket update of 2.9 percent less a productivity adjustment of 0.6 percent. Additionally, CMS set the 2013 wage index budget-neutrality adjusted base rate of $240.36 per treatment.

        The ESRD PPS's QIP, initially focusing on anemia management and dialysis adequacy, began affecting payments starting January 1, 2012. Dialysis facilities that fail to achieve the established quality standards have payments reduced by up to 2 percent. Performance on specified measures in 2010 affected payment in 2012, and 2013 payments will be affected by performance with respect to measures in 2011.

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Initially measures focused on anemia management and dialysis adequacy. For the payment year 2014, CMS has adopted four additional measures (i) prevalence of catheter and A/V fistula use; (ii) reporting of infections to the Centers for Disease Control and Prevention; (iii) administration of patient satisfaction surveys; and (iv) monthly monitoring of phosphorus and calcium levels. For payment year 2015 and subsequent years, CMS has continued certain of the existing QIP measures, expanded the scope of certain existing measures, and added new measures. The payment year 2015 clinical measures include anemia management, hypercalemia, vascular access type, hemodialysis adequacy (adult and pedatric patients) and peritoneal dialysis adequacy. The 2015 reporting measures include patient satisfaction surveys, mineral metabolism reporting, anemia management reporting and infection reporting. For a discussion of the impact of ESRD PPS and the above implementation plan on our business, see "– Financial Condition and Results of Operations – Year ended December 31, 2012 compared to year ended December 31, 2011 – North America Segment."

        The Patient Protection and Affordable Care Act was enacted in the United States on March 23, 2010 and subsequently amended by the ACA. ACA implements broad healthcare system reforms, including (i) provisions to facilitate access to affordable health insurance for all Americans, (ii) expansion of the Medicaid program, (iii) an industry fee on pharmaceutical companies that began in 2011 based on sales of brand name pharmaceuticals to government healthcare programs, (iv) a 2.3% excise tax on manufacturers' medical device sales starting in 2013, (v) increases in Medicaid prescription drug rebates effective January 1, 2010, (vi) commercial insurance market reforms that protect consumers, such as bans on lifetime and annual limits, coverage of pre-existing conditions, limits on administrative costs, and limits on waiting periods, (vii) provisions encouraging integrated care, efficiency and coordination among providers and (viii) provisions for reduction of healthcare program waste and fraud. ACA does not modify the dialysis reimbursement provisions of MIPPA, except to change the annual update provision by substituting a productivity adjustment to the market basket rate of increase for a MIPPA provision that specified for a one percentage point reduction in the market basket rate of increase. ACA's medical device excise tax, Medicaid drug rebate increases and annual pharmaceutical industry fees will adversely impact our product business earnings and cash flows. We expect modest favorable impact from ACA's integrated care and commercial insurance consumer protection provisions.

        On August 2, 2011, the Budget Control Act was enacted, raising the U.S.'s debt ceiling and putting into effect a series of actions for deficit reduction. Automatic across-the-board spending cuts over nine fiscal years (2013-2021), projected to total $1.2 trillion for all Federal government programs, were scheduled to go into effect on January 2, 2013. Pursuant to the American Taxpayer Relief Act, which was enacted on January 3, 2013, these reductions are now scheduled to go into effect on March 1, 2013, unless the law is further changed. Medicare payments to providers and suppliers would be subject to these reductions, but these reductions would be limited to one adjustment of no more than 2 percent through 2021. The Medicare reimbursement reduction would be independent of annual inflation update mechanisms, such as the market basket update pursuant to the ESRD PPS. In addition to delaying the Budget Control Act's automatic spending reductions, the American Taxpayer Relief Act also directed CMS to reduce the ESRD PPS payment rate, effective January 1, 2014, to account for changes in the utilization of certain drugs and biologicals that are included in the ESRD PPS. In making such reduction, the law requires CMS to use the most recently available pricing data for such drugs and biologicals. CMS is expected to release a proposed rule incorporating such calculations in Spring or early Summer 2013, with a final rule to follow later in the year.

        The ESRD PPS resulted in a lower reimbursement rate on average as a result of the above measures by CMS, at nearly all of our U.S. dialysis facilities that elected to be fully subject to the ESRD PPS starting on January 1, 2011.

        We mitigated the impact of the ESRD PPS and the other legislative initiatives referenced above with two broad measures. First, we worked with medical directors and treating physicians to make clinical protocol changes used in treating patients consistent with the QIP and good clinical practices, and we negotiated pharmaceutical acquisition cost savings. In addition, we achieved greater efficiencies and better patient outcomes by introducing new initiatives to improve patient care upon initiation of dialysis, increase the percentage of patients using home therapies and achieve additional cost reductions in our clinics.

        On February 4, 2013, CMS announced plans to test a new Comprehensive End-Stage Renal Disease (ESRD) Care Model and issued a solicitation for applications. As currently proposed, CMS will work with up to 15 healthcare provider groups, known as ESCOs, to test a new system of payment and care delivery that seeks to deliver better health outcomes for ESRD patients while lowering CMS's costs. ESCOs that

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achieve the program's minimum quality thresholds and generate reductions in CMS's cost of care above certain thresholds for the ESRD patients covered by the ESCO will receive a share of the cost savings. ESCOs that include dialysis chains with more than 200 facilities are required to share in the risk of cost increases and reimburse CMS a share of any such increases. Organizations must apply and be approved by CMS to participate in the program. Applications are due by May 1, 2013. We are reviewing the details of the proposed program to determine whether to participate in this program.

        Any significant decreases in Medicare reimbursement rates could have material adverse effects on our provider business and, because the demand for products is affected by Medicare reimbursement, on our products business. To the extent that increases in operating costs that are affected by inflation, such as labor and supply costs, are not fully reflected in a compensating increase in reimbursement rates, our business and results of operations may be adversely affected.

        We have identified three operating segments, the North America Segment, the International operating segment, and the Asia-Pacific operating segment, which were determined based upon how we manage our businesses. All segments are primarily engaged in providing dialysis care services and the distribution of products and equipment for the treatment of ESRD. For reporting purposes, we have aggregated the International and Asia-Pacific operating segments as "the International Segment." We aggregated these operating segments due to their similar economic characteristics. These characteristics include same services provided and same products sold, same type patient population, similar methods of distribution of products and services and similar economic environments. Our General Partner's management board member responsible for the profitability and cash flow of each segment's various businesses supervises the management of each operating segment. The accounting policies of the segments are the same as those we apply in preparing our consolidated financial statements under accounting principles generally accepted in the U.S. ("U.S. GAAP").

        Our management evaluates each segment using a measure that reflects all of the segment's controllable revenues and expenses. With respect to the performance of our business operations, our management believes the most appropriate measure in this regard is operating income which measures our source of earnings. We do not include the investment gain resulting from the Liberty Acquisition nor income taxes as we believe these items to be outside the segments' control. Financing is a corporate function which segments do not control. Therefore, we do not include interest expense relating to financing as a segment measurement. Similarly, we do not allocate "corporate costs," which relate primarily to certain headquarters overhead charges, including accounting and finance, professional services, etc. because we believe that these costs are also not within the control of the individual segments. As of January 1, 2011, production of products, production asset management, quality management and procurement are centrally managed in Corporate by Global Manufacturing Operations. These corporate activities do not fulfill the definition of a segment. Products are transferred to the segments at cost; therefore no internal profit is generated. The associated internal revenues for the product transfers and their elimination are recorded as corporate activities (See Note 22 of the Notes to Consolidated Financial Statements "Segment Information" found elsewhere in this report). Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations. In addition, certain revenues, investments and intangible assets, as well as any related expenses, are not allocated to a segment but are accounted for as "Corporate." Accordingly, all of these items are excluded from our analysis of segment results and are discussed below in the discussion of our consolidated results of operations.

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A.    Results of Operations

        The following tables summarize our financial performance and certain operating results by principal reporting segment and Corporate for the periods indicated. Inter-segment sales primarily reflect sales of medical equipment and supplies. We prepared the information using a management approach, consistent with the basis and manner in which our management internally disaggregates financial information to assist in making internal operating decisions and evaluating management performance.

	2012			2011			2010
	(in millions)
Total revenue
North America	$	9,041		$	7,935		$	7,926
International		4,740			4,628			3,923
Corporate		29			17			—
Totals		13,810			12,580			11,849
Inter-segment revenue
North America		10			9			5
International		—			—			—
Totals		10			9			5
Total net revenue
North America		9,031			7,926			7,921
International		4,740			4,628			3,923
Corporate		29			17			—
Totals		13,800			12,571			11,844
Amortization and depreciation
North America		310			269			254
International		176			174			149
Corporate		116			114			100
Totals		602			557			503
Operating income
North America		1,615			1,435			1,386
International		809			807			678
Corporate		(205	)		(167	)		(140	)
Totals		2,219			2,075			1,924
Investment gain		140			—			—
Interest income		44			60			25
Interest expense		(470	)		(357	)		(305	)
Income tax expense		(605	)		(601	)		(578	)
Net Income		1,328			1,177			1,066
Less: Net Income attributable to Noncontrolling interests		(141	)		(106	)		(87	)
Net Income attributable to shareholders of FMC-AG & Co. KGaA	$	1,187		$	1,071		$	979

Year ended December 31, 2012 compared to year ended December 31, 2011

Highlights

        Revenues increased by 10% to $13,800 million (12% at constant exchange rates) mainly due to contributions from acquisitions of 8% and organic growth of 5%, partially offset by the effect of closed or sold clinics 1%.

        Operating income (EBIT) increased 7%.

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        Net Income attributable to shareholders of FMC-AG & Co. KGaA increased by 11%.

        In 2012, we also successfully completed the Liberty Acquisition, renegotiated one of our credit facilities and issued senior notes.

Consolidated Financials

Key Indicators for Consolidated Financial Statements
					Change in %
	2012		2011		as reported	at constant exchange rates(1)
Number of treatments		38,588,184		34,388,422	12%
Same market treatment growth in %		3.8%		3.9%
Revenue in $ million		13,800		12,571	10%	12%
Gross profit as a % of revenue		33.3%		33.0%
Selling, general and administrative costs as a % of revenue		16.1%		15.9%
Net income attributable to shareholders of FMC-AG & Co. KGaA in $ million		1,187		1,071	11%

(1)

For further information on "at constant exchange rates," see "Non-U.S. GAAP Measures – Constant currency" below.

        Treatments increased by 12% for the twelve months ended December 31, 2012 as compared to the same period in 2011. The increase is due to acquisitions (9%), including the effect of the Liberty Acquisition (6%) and same market treatment growth (4%), partially offset by the effect of closed or sold clinics (1%).

        At December 31, 2012, we owned, operated or managed (excluding those managed but not consolidated in the U.S.) 3,160 clinics compared to 2,898 clinics at December 31, 2011. During 2012, we acquired 276 clinics, opened 65 clinics and combined or closed 79 clinics. The number of patients treated in clinics that we own, operate or manage (excluding patients of clinics managed but not consolidated in the U.S.) increased by 11% to 257,916 at December 31, 2012 from 233,156 at December 31, 2011. Including 32 clinics managed but not consolidated in the U.S., the total number of patients was 260,282.

        Net revenue increased by 10% (12% at constant exchange rates) for the twelve months ended December 31, 2012 over the comparable period in 2011 due to growth in dialysis care revenues.

        Net dialysis care revenue increased by 13% to $10,492 million (15% at constant exchange rates) for the year ended December 31, 2012 from $9,283 million in the same period of 2011, mainly due to contributions from acquisitions (12%), growth in same market treatments (4%), partially offset by the negative effect of exchange rate fluctuations (2%) and the effect of closed or sold clinics (1%).

        Dialysis product revenue increased by 1% (5% increase at constant exchange rates) to $3,308 million compared to $3,288 million in the same period of 2011. The increase at constant currency was driven by increased sales of hemodialysis products, especially of machines, bloodlines and dialyzers as well as peritoneal dialysis products, partially offset by lower sales of renal pharmaceuticals.

        The increase in gross profit margin mostly reflects an increase in gross profit margin in North America, partially offset by a decrease in the International Segment. The increase in North America was due to higher revenue rate associated with Medicare, special collection efforts for services performed in prior years and the impact of the acquisition of LD Holdings, which contributed higher gross margins, partially offset by higher personnel expenses. The decrease in International was mainly due to lower margin sales in the dialysis care business.

        Selling, general and administrative ("SG&A") expenses increased to $2,224 million for the year ended December 31, 2012 from $2,002 million in the same period of 2011. SG&A expenses as a percentage of sales increased to 16.1% for the year ended December 31, 2012 from 15.9% in the same period of 2011 as a result of an increase in North America and in Corporate. The increase in North America was a result of higher personnel expense, and one-time costs related to the Liberty Acquisition, partially offset by the impact of the acquisition of LD Holdings, which has lower SG&A expenses as a percentage of revenue. The increase in Corporate was mainly driven by a $10 million charitable donation to the American Society of Nephrology to establish a research fellowship program and increased legal costs.

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        In the year ended December 31, 2012, we had a $36 million gain from the sale of dialysis clinics, including $33 million from the sale of 24 FMC-AG & Co. KGaA clinics, in connection with regulatory clearance of the Liberty Acquisition, which occurred in the first quarter of 2012. (See Note 2 of the Notes to Consolidated Financial Statements "Acquisition of Liberty Dialysis Holdings – Divestitures" included in this Report).

        Research and development ("R&D") expenses increased slightly to $112 million for the year ended December 31, 2012 as compared to $111 million in the same period in 2011.

        Income from equity method investees decreased to $17 million for the twelve months ended December 31, 2012 from $31 million for the same period of 2011 due to reduced income from the VFMCRP renal pharmaceuticals joint venture.

        Other operating expense was $100 million due to charges incurred in connection with the amendment of our agreement with Luitpold Pharmaceuticals and American Regent, Inc. regarding Venofer®. (See Note 4 of the Notes to Consolidated Financial Statements "Inventories" found elsewhere in this report).

        Operating income increased to $2,219 million for the year ended December 31, 2012 from $2,075 million for the same period in 2011. Operating income margin decreased to 16.1% for the year ended December 31, 2012 as compared to 16.5% for the same period in 2011 as a result of the charge incurred for the amendment to the agreement regarding Venofer® and higher SG&A as a percentage of revenue, partially offset by the increase in gross profit margin and the gain on the sale of FMC-AG & Co. KGaA clinics, all as discussed above.

        We recognized a non-taxable investment gain of $140 million related to our acquisition of LD Holdings for the twelve months ended December 31, 2012 as a result of a fair valuation of our investment in Renal Advantage Partners, LLC at the time of the Liberty Acquisition.

        Interest expense increased by 32% to $470 million for the twelve months ended December 31, 2012 from $357 million for the same period in 2011 mainly as a result of increased debt incurred to finance the Liberty Acquisition. Interest income decreased to $44 million for the twelve months ended December 31, 2012 from $60 million for the same period in 2011.

        Income tax expense increased to $605 million for the year ended December 31, 2012 from $601 million for the same period in 2011. The effective tax rate decreased to 31.3% from 33.8% for the same period of 2011, as a result of the nontaxable investment gain noted above.

        Net income attributable to FMC-AG & Co. KGaA for the twelve months ended December 31, 2012 increased to $1,187 million from $1,071 million for the same period in 2011 as a result of the combined effects of the items discussed above.

        We employed 86,153 people (full-time equivalents) as of December 31, 2012 compared to 79,159 as of December 31, 2011, an increase of 8.8%, primarily due to overall growth in our business and acquisitions.

        The following discussions pertain to the North America Segment and the International Segment and the measures we use to manage these segments.

North America Segment

Key Indicators for North America Segment
	2012		2011		Change in %
Number of treatments		24,412,416		21,608,620	13%
Same market treatment growth in %		3.6%		3.2%
Revenue in $ million		9,031		7,926	14%
Depreciation and amortization in $ million		310		269	15%
Operating income in $ million		1,615		1,435	13%
Operating income margin in %		17.9%		18.1%

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Revenue

        Treatments increased by 13% for the twelve months ended December 31, 2012 as compared to the same period in 2011 mostly due to the Liberty Acquisition, net of divestitures (7%) same market growth (4%) and contributions from other acquisitions (3%), partially offset by the effect of closed or sold clinics (1%). At December 31, 2012, 164,554 patients (a 16% increase over December 31, 2011) were being treated in the 2,082 clinics that we own or operate in the North America Segment, compared to 142,319 patients treated in 1,838 clinics at December 31, 2011. Average North America revenue per treatment, which includes Canada and Mexico, before bad debt expense, was $348 for the twelve months ended December 31, 2012 and $340 in the same period in 2011. In the U.S., the average revenue per treatment was $355 for the twelve months ended December 31, 2012 and $348 for the same period in 2011. The increase was mainly attributable to further development of our expanded service offerings, a modest increase in commercial rates, the impact of the increase in Medicare reimbursement from the updated Medicare reimbursement rate and removal of the Transition Adjuster which occurred in the first quarter of 2011 as well as increased revenue due to the special collection efforts for services performed in prior years. This improvement was partially offset by reduced pharmaceutical utilization in non-bundled commercial treatments.

        Net revenue for the North America Segment for year ended December 31, 2012 increased as a result of an increase in dialysis care revenue by 16% to $8,230 million from $7,113 million in the same period of 2011 partially offset by a decrease in dialysis product revenue to $801 million from $813 million in the year ended December 31, 2011.

        The dialysis care revenue increase was driven by contributions from acquisitions (13%), same market treatment growth (4%) and the impact of the special collection efforts (1%), partially offset by the effect of closed or sold clinics (1%) and higher bad debt expense (1%).

        The dialysis product revenue decrease was driven by lower sales of renal pharmaceuticals, machines and dialyzers, partially offset by higher sales of bloodlines and other hemodialysis products. The decrease in machines and dialyzers was mainly caused by the Liberty Acquisition, which resulted in the conversion of third party sales into internal sales.

Operating Income

        Operating income increased to $1,615 million for the year ended December 31, 2012 from $1,435 million for the same period in 2011. Operating income margin decreased to 17.9% for the year ended December 31, 2012 from 18.1% for the same period in 2011, primarily due to higher personnel expenses, the $100 million impact from the amendment of the agreement regarding Venofer®, costs related to the Liberty Acquisition, partially offset by higher revenue per treatment rate associated with Medicare, the positive impact from the Liberty Acquisition, including divestiture gains and special collection efforts for services performed in prior years. Cost per treatment for North America increased to $278 for the year ended December 31, 2012 from $276 in 2011. Cost per treatment in the U.S. increased to $283 for the year ended December 31, 2012 from $282 in the same period of 2011.

International Segment

Key Indicators for International Segment
					Change in %
	2012		2011		as reported	at constant exchange rates(1)
Number of treatments		14,175,768		12,779,802	11%
Same market treatment growth in %		4.0%		5.4%
Revenue in $ million		4,740		4,628	2%	9%
Depreciation and amortization in $ million		176		174	1%
Operating income in $ million		809		807	0%
Operating income margin in %		17.1%		17.4%

(1)

For further information on "at constant exchange rates," see "Non-U.S. GAAP Measures – Constant currency" below.

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Revenue

        Treatments increased by 11% in the twelve months ended December 31, 2012 over the same period in 2011 mainly due to contributions from acquisitions (8%) and same market growth (4%), partially offset by the effect of closed or sold clinics (1%). As of December 31, 2012, we had 93,362 patients (a 3% increase over December 31, 2011) being treated at the 1,078 clinics that we own, operate or manage in the International Segment compared to 90,837 patients treated at 1,060 clinics at December 31, 2011. Average revenue per treatment for the twelve months ended December 31, 2012 decreased to $160 in comparison with $170 for the same period of 2011 due to the weakening of local currencies against the U.S. dollar ($11), partially offset by slightly increased reimbursement rates and changes in country mix ($1).

        Net revenues for the International Segment for the year ended December 31, 2012 increased by 2% (9% at constant exchange rates) as compared to the same period in 2011 mainly as a result of an increase in dialysis care and a slight dialysis product increase. Organic growth during the period was 6% and acquisitions during the period contributed 3%, partially offset by the negative effect of exchange rate fluctuations (7%).

        Including the effects of acquisitions, European region revenue decreased 2% (6% increase at constant exchange rates), Latin America region revenue increased 15% (24% at constant exchange rates), and Asia-Pacific region revenue increased 6% (7% at constant exchange rates).

        Total dialysis care revenue for the International Segment increased for the year ended December 31, 2012 by 4% (11% increase at constant exchange rates) to $2,262 million from $2,170 million in the same period of 2011. This increase is a result of contributions from acquisitions (7%), same market treatment growth (4%), increases in organic revenue per treatment (2%), partially offset by the negative effect of exchange rate fluctuations (7%) and the effect of closed or sold clinics (2%).

        Total dialysis product revenue for the year ended December 31, 2012 increased by 1% (7% increase at constant exchange rates) at $2,478 million compared to $2,458 million in the same period of 2011. The 7% increase in product revenue at constant currency was driven by increased sales of hemodialysis products, especially of machines, dialyzers, bloodlines and products for acute care as well as peritoneal dialysis products.

Operating Income

        Operating income remained fairly flat at $809 million compared to $807 million for the same period in 2011. Operating income margin decreased to 17.1% for the twelve months ended December 31, 2012 from 17.4% for the same period in 2011 mainly due to lower margin sales in our dialysis care business, partially offset by favorable foreign currency exchange effects and business growth in Asia, mainly China.

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Year ended December 31, 2011 compared to year ended December 31, 2010

Consolidated Financials

Highlights

        Revenues increased by 6% to $12,571 million (5% at constant rates) mainly due to contributions from acquisitions of 3% and organic growth of 2%.

        Operating income (EBIT) increased 8%.

        Net Income attributable to shareholders of FMC-AG & Co. KGaA increased by 9%.

Key Indicators for Consolidated Financial Statements
					Change in %
	2011		2010		as reported	at constant exchange rates(1)
Number of treatments		34,388,422		31,670,702	9%
Same market treatment growth in %		3.9%		4.6%
Revenue in $ million		12,571		11,844	6%	5%
Gross profit as a % of revenue		33.0%		32.4%
Selling, general and administrative costs as a % of revenue		15.9%		15.4%
Net income attributable to shareholders of FMC-AG & Co. KGaA in $ million		1,071		979	9%

(1)

For further information on "at constant exchange rates," see "Non-U.S. GAAP Measures – Constant currency" below.

        Treatments increased by 9% for the twelve months ended December 31, 2011 as compared to the same period in 2010. Growth from acquisitions contributed 5% and same market treatment growth contributed 4%.

        At December 31, 2011, we owned, operated or managed (excluding those managed but not consolidated in the U.S.) 2,898 clinics compared to 2,744 clinics at December 31, 2010. During 2011, we acquired 119 clinics, opened 64 clinics and combined or closed 29 clinics. The number of patients treated in clinics that we own, operate or manage (excluding patients of clinics managed but not consolidated in the U.S.) increased by 9% to 233,156 at December 31, 2011 from 214,648 at December 31, 2010. Including 21 clinics managed but not consolidated in the U.S., the total number of patients was 234,516.

        Net revenue increased by 6% (5% at constant exchange rates) for the twelve months ended December 31, 2011 over the comparable period in 2010 due to growth in both dialysis care and dialysis products revenues.

        Net dialysis care revenue increased by 5% to $9,283 million (4% at constant exchange rates) for the year ended December 31, 2011 from $8,861 million in the same period of 2010, mainly due to growth in same market treatments (4%), contributions from acquisitions (3%), and a positive effect from exchange rate fluctuations (1%), partially offset by decreases in revenue per treatment (3%).

        Dialysis product revenue increased by 10% to $3,288 million (7% at constant exchange rates) from $2,983 million in the same period of 2010, driven by increased sales of peritoneal dialysis products, mainly as a result of the acquisition of the Gambro peritoneal dialysis business, and sales of hemodialysis products, especially of dialyzers, machines, products for acute care treatment, solutions and concentrates and bloodlines, partially offset by lower sales of renal pharmaceuticals.

        The increase in gross profit margin reflects an increase in gross profit margin in North America due to lower costs for pharmaceuticals, mainly driven by changes in anemia management protocols, partially offset by the effect of a lower revenue rate attributable to the ESRD PPS, higher personnel costs and higher freight and distribution costs as a result of higher fuel costs and increased freight volume.

        Selling, general and administrative ("SG&A") expenses increased to $2,002 million in the year ended December 31, 2011 from $1,823 million in the same period of 2010. SG&A expenses as a percentage of sales increased to 15.9% for the year ended December 31, 2011 from 15.4% in the same period of 2010 as a result of an increase in North America due to a lower revenue rate due to the ESRD PPS.

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        R&D expenses increased to $111 million in the year ended December 31, 2011 as compared to $97 million in the same period in 2010. This increase is due to the first-time consolidation of an acquisition in the second quarter of 2010 that is included for the full fiscal year 2011 as well as increased spending for research in the field of sorbent-based technology.

        Income from equity method investees increased to $31 million for the twelve months ended December 31, 2011 from $9 million for the same period of 2010 due to the income from VFMCRP, our renal pharmaceuticals joint venture.

        Operating income increased to $2,075 million in the year ended December 31, 2011 from $1,924 million for the same period in 2010. Operating income margin increased to 16.5% for the year ended December 31, 2011 from 16.2% for the same period in 2010 as a result of the increase in gross profit margin as noted above and the increase in income from equity method investees as noted above, partially offset by the increased SG&A expenses as a percentage of revenue as noted above.

        Interest expense increased by 17% to $357 million for the twelve months ended December 31, 2011 from $305 million for the same period in 2010 mainly as a result of increased debt, partially offset by lower interest rates driven by fewer interest rate swaps at relatively high rates. Interest income increased to $60 million for the twelve months ended December 31, 2011 from $25 million for the same period in 2010 as a result of interest on notes issued to us by a related party in the first quarter of 2011.

        Income tax expense increased to $601 million for the year ended December 31, 2011 from $578 million for the same period in 2010. The effective tax rate decreased to 33.8% from 35.2% for the same period of 2010, mainly as a result of higher internal financing as well as higher tax free joint venture income and an increase in non-taxable noncontrolling interests in North America. This was partially offset by the release of a $10 million valuation allowance in the second quarter of 2010 on deferred taxes for net operating losses.

        Net income attributable to shareholders of FMC-AG & Co. KGaA for the twelve months ended December 31, 2011 increased to $1,071 million from $979 million for the same period in 2010 as a result of the combined effects of the items discussed above.

        We employed 79,159 people (full-time equivalents) as of December 31, 2011 compared to 73,452 as of December 31, 2010, an increase of 7.8% primarily due to overall growth in our business and acquisitions.

        The following discussions pertain to the North America Segment and the International Segment and the measures we use to manage these segments.

North America Segment

Key Indicators for North America Segment
	2011		2010		Change in %
Number of treatments		21,608,620		20,850,242	4%
Same market treatment growth in %		3.2%		4.3%
Revenue in $ million		7,926		7,921	0%
Depreciation and amortization in $ million		269		254	6%
Operating income in $ million		1,435		1,386	4%
Operating income margin in %		18.1%		17.5%

Revenue

        Treatments increased by 4% for the twelve months ended December 31, 2011 as compared to the same period in 2010 mostly due to same market growth (3%) and contributions from acquisitions (1%). At December 31, 2011, 142,319 patients (a 3% increase over the same period in the prior year) were being treated in the 1,838 clinics that we own or operate in the North America Segment, compared to 137,689 patients treated in 1,810 clinics at December 31, 2010. Average North America revenue per treatment which includes Canada and Mexico, before bad debt expense, was $340 for the twelve months ended December 31, 2011 and $349 in the same period in 2010. In the U.S., the average revenue per treatment was $348 for the twelve months ended December 31, 2011 and $356 for the same period in 2010. The decrease was mainly attributable to the effect of the implementation of the ESRD PPS.

        Net revenue for the North America Segment for the year ended December 31, 2011 increased slightly as a result of an increase in dialysis care revenue to $7,113 million from $7,094 million in the same period of 2010 partially offset by a decrease in dialysis product revenue to $813 million from $827 million in the year ended December 31, 2010.

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        The slight increase in dialysis care revenue was driven by same market treatment growth (3%) and contributions from acquisitions (1%), partially offset by decreased revenue per treatment (3%) and the effect of closed or sold clinics (1%).

        The dialysis product revenue decrease was driven by lower sales of renal pharmaceuticals partially offset by increased sales of hemodialysis products and peritoneal dialysis products.

Operating Income

        Operating income increased to $1,435 million for the year ended December 31, 2011 from $1,386 million for the same period in 2010. Operating income margin increased to 18.1% for the twelve months ended December 31, 2011 from 17.5% for the same period in 2010, primarily due to a decrease in cost per treatment in the U.S. to $282 from $291 as a result of favorable costs for pharmaceuticals, mainly driven by changes in anemia management protocols, and higher income from the equity method investees due to the income from the joint venture with Galenica, Ltd., partially offset by the effect of the ESRD PPS as well as higher personnel expenses and higher freight and distribution costs as a result of increased fuel costs and increased freight volume. Cost per treatment for North America decreased to $276 for the year ended December 31, 2011 from $285 in the same period of 2010, offsetting the decrease in North America revenue per treatment for the same period.

International Segment

Key Indicators for International Segment
					Change in %
	2011		2010		as reported		at constant exchange rates(1)
Number of treatments		12,779,802		10,820,460		18%
Same market treatment growth in %		5.4%		5.1%
Revenue in $ million		4,628		3,923		18%		14%
Depreciation and amortization in $ million		174		149		17%
Operating income in $ million		807		678		19%
Operating income margin in %		17.4%		17.3%

(1)

For further information on "at constant exchange rates," see "Non-U.S. GAAP Measures – Constant currency" below.

Revenue

        Treatments increased by 18% in the twelve months ended December 31, 2011 over the same period in 2010 mainly due to contributions from acquisitions (13%) and same market growth (5%). As of December 31, 2011, 90,837 patients (a 18% increase over the same period of the prior year) were being treated at 1,060 clinics that we own, operate or manage in the International Segment compared to 76,959 patients treated at 934 clinics at December 31, 2010. Average revenue per treatment for the twelve months ended December 31, 2011 increased to $170 from $163 in comparison with the same period of 2010 due to the strengthening of local currencies against the U.S. dollar ($5) as well as the increased reimbursement rates and changes in the country mix ($2).

        Net revenues for the International Segment for the year ended December 31, 2011 increased by 18% (14% increase at constant exchange rates) as compared to the same period in 2010 as a result of increases in both dialysis care and dialysis product revenues. Organic growth during the period was 7%, the contribution from acquisitions was 7% and the positive effect of exchange rate fluctuations was 4%.

        Including the effects of acquisitions, European region revenue increased 16% (11% increase at constant exchange rates), Latin America region revenue increased 17% (16% increase at constant exchange rates), and Asia-Pacific region revenue increased 26% (19% increase at constant exchange rates).

        Total dialysis care revenue for the International Segment increased during the year ended December 31, 2011 by 23% (19% increase at constant exchange rates) to $2,170 million from $1,767 million in the same period of 2010. This increase is a result of an increase in contributions from acquisitions (11%), same market treatment growth (5%) and the positive impact of increases in revenue per treatment (3%). In addition, the positive effect of exchange rate fluctuations was 4%.

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        Total dialysis product revenue for the year ended December 31, 2011 increased by 14% (9% increase at constant exchange rates) to $2,458 million from $2,156 million in the same period of 2010. The increase in product revenue was driven by increased sales of peritoneal dialysis products, mainly as a result of the acquisition of the Gambro peritoneal dialysis business, and sales of hemodialysis products, especially of dialyzers, machines, products for acute care treatments, solutions and concentrates and bloodlines.

Operating Income

        Operating income increased by 19% to $807 million for the year ended December 31, 2011 from $678 million for the same period in 2010. Operating income margin increased slightly to 17.4% for the year ended December 31, 2011 from 17.3% for the same period in 2010.

B.    Liquidity and Capital Resources

        Our primary sources of liquidity are typically cash from operations, cash from borrowings from third parties and related parties, as well as cash from issuance of debt and equity securities. We require this capital primarily to finance working capital needs, to fund acquisitions and joint ventures, to develop free-standing renal dialysis centers, to purchase equipment for existing or new renal dialysis centers and production sites, to repay debt and to pay dividends.

        At December 31, 2012, we had cash and cash equivalents of $688 million. For information regarding utilization and availability under our principal credit facility (the "2012 Credit Agreement"), see Note 10 of the Notes to Consolidated Financial Statements, "Long-term Debt and Capital Lease Obligations," included in this Report. Effective October 30, 2012, our Amended 2006 Senior Credit Agreement was replaced by a new credit facility.

Operations

        In 2012, 2011, 2010, we generated net cash from operations of $2,039 million, $1,446 million and $1,368 million, respectively. Cash from operations is impacted by the profitability of our business, the development of our working capital, principally receivables, and cash outflows that occur due to a number of specific items as discussed below. The increase 2012 versus 2011 was mainly a result of a 4 day decrease in days sales outstanding ("DSO") as compared to a 4 day increase in the same period of 2011, higher earnings and positive effects from other working capital items, including a lower increase in inventory level, partially offset by higher tax payments.

        The profitability of our business depends significantly on reimbursement rates. Approximately 76% of our revenues are generated by providing dialysis services, a major portion of which is reimbursed by either public health care organizations or private insurers. For the twelve months ended December 31, 2012, approximately 32% of our consolidated revenues were attributable to U.S. federal health care benefit programs, such as Medicare and Medicaid reimbursement. Legislative changes could affect Medicare reimbursement rates for a significant portion of the services we provide, as well as the scope of Medicare coverage. A decrease in reimbursement rates or the scope of coverage could have a material adverse effect on our business, financial condition and results of operations and thus on our capacity to generate cash flow. With the exception of the implementation of the ESRD PPS in the U.S., and possible adjustments to this payment system for changes in the utilization and costs of certain drugs and biologicals included in the ESRD PPS, we experienced and also expect in the future, generally stable reimbursements for dialysis services. This includes the balancing of unfavorable reimbursement changes in certain countries with favorable changes in other countries.

        Our working capital, which is defined as current assets less current liabilities, was $2,957 million at December 31, 2012 which increased from $1,432 million at December 31, 2011. The change is primarily the result of the presentation of the obligations under the 2012 Credit Agreement as long-term as compared to portions classified as short-term under the prior credit agreement. At December 31, 2012, the obligations under the 2012 Credit Agreement represented $2.659 billion of our total debt. See "Financing," below. See also Note 10 of the Notes to Consolidated Financial Statements, "Long-term Debt and Capital Lease Obligations." Our ratio of current assets to current liabilities was 1.9 at December 31, 2012.

        We intend to continue to address our current cash and financing requirements by the generation of cash from operations, our existing and future credit agreements, and the issuance of debt securities. In addition, when funds are required for acquisitions or to meet other needs, we expect to successfully complete long-term financing arrangements, such as the issuance of senior notes, see "Financing" below.

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We aim to preserve financial resources with a minimum of $300 to $500 million of committed and unutilized credit facilities.

        Cash from operations depends on the collection of accounts receivable. Customers and governments generally have different payment cycles. A lengthening of their payment cycles could have a material adverse effect on our capacity to generate cash flow. In addition, we could face difficulties in enforcing and collecting accounts receivable under some countries' legal systems and due to the economic conditions in some countries. Accounts receivable balances at December 31, 2012 and December 31, 2011, net of valuation allowances, represented DSO of approximately 76 and 80, respectively.

        DSO by segment is calculated by dividing the segment's accounts receivable, converted to U.S. Dollars using the average exchange rate for the period presented, less any value added tax included in the receivables, by the average daily sales of the last twelve months for that segment, converted to U.S. dollars using the average exchange rate for the period. Receivables and sales are adjusted for amounts related to significant acquisitions made during the periods presented. The development of DSO by reporting segment is shown in the table below:

	December 31, 2012		December 31, 2011
North America segment days sales outstanding		55		55
International segment days sales outstanding		115		121
FMC-AG & Co. KGaA average days sales outstanding		76		80

        DSO remained flat for the North American Segment and decreased for the International Segment between December 31, 2011 and December 31, 2012. The International Segment's DSO decrease reflects significant cash collections from Spain, mostly offset by slight payment delays, particularly in countries with budget deficits and in China. Due to the fact that a large portion of our reimbursement is provided by public health care organizations and private insurers, we expect that most of our accounts receivable will be collectible, albeit slightly more slowly in the International Segment in the immediate future.

        There are a number of tax and other items we have identified that will or could impact our cash flows from operations in the future as follows:

        In the U.S., we filed claims for refunds contesting the Internal Revenue Service's ("IRS") disallowance of FMCH's civil settlement payment deductions taken by FMCH in prior year tax returns. As a result of a settlement agreement with the IRS, we received a partial refund in September 2008 of $37 million, inclusive of interest and preserved our right to pursue claims in the United States Courts for refunds of all other disallowed deductions, which totaled approximately $126 million. On December 22, 2008, we filed a complaint for complete refund in the United States District Court for the District of Massachusetts, styled as Fresenius Medical Care Holdings, Inc. v. United States. On August 15, 2012, a jury entered a verdict for FMCH granting additional deductions of $95 million. The District Court is now considering post trial motions by the IRS to set aside the verdict and the terms of the judgment to be entered against the United States to reflect the amount of the tax refund due to FMCH.

        We are subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions. We have received notices of unfavorable adjustments and disallowances in connection with certain of the audits, including those described above. We are contesting, including appealing, certain of these unfavorable determinations. If our objections and any final audit appeals are unsuccessful, we could be required to make additional tax payments, including payments to state tax authorities reflecting the adjustments made in our federal tax returns in the U.S. With respect to other potential adjustments and disallowances of tax matters currently under review, we do not anticipate that an unfavorable ruling could have a material impact on our results of operations. We are not currently able to determine the timing of these potential additional tax payments.

        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. The settlement agreement with the asbestos creditors committees on behalf of the W.R. Grace & Co. bankruptcy estate (see Note 19 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies – Legal Proceedings – Commercial Litigation"), provides for payment by us of $115 million upon approval of the settlement agreement by the U.S. District Court, which has occurred, and confirmation by the U.S. District Court of a W.R. Grace & Co. bankruptcy reorganization plan that includes the settlement. In January and

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February 2011, the U.S. Bankruptcy Court entered orders confirming the plan of reorganization. These confirmation orders were affirmed by the U.S. District Court on January 31, 2012. Multiple parties have appealed to the Third Circuit Court of Appeals and the plan of reorganization will not be implemented until the appeals are finally resolved. The $115 million obligation was included in the special charge we recorded in 2001 to address 1996 merger-related legal matters. See Note 19 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies – Legal Proceedings – Accrued Special Charge for Litigation" included in this Report. The payment obligation is not interest-bearing.

Investing

        We used net cash of $2,281 million, $2,346 million and $1,125 million in investing activities in 2012, 2011 and 2010, respectively.

        Capital expenditures for property, plant and equipment, net of disposals were $666 million, $570 million and $507 million in 2012, 2011 and 2010, respectively. In 2012, capital expenditures were $298 million in the North America Segment, $195 million for the International Segment and $173 million at Corporate. Capital expenditures in 2011 were $237 million in the North America Segment, $175 million for the International Segment and $158 million at Corporate. In 2010, capital expenditures were $210 million in the North America Segment, $174 million for the International Segment and $123 million at Corporate. The majority of our capital expenditures was used for maintaining existing clinics, equipping new clinics, maintenance and expansion of production facilities, primarily in Germany, North America, France and China and capitalization of machines provided to our customers, primarily in the International Segment. Capital expenditures were approximately 5%, 5% and 4% of total revenue in 2012, 2011 and 2010.

        We invested approximately $1,879 million cash in 2012, $1,849 million in the North America Segment, primarily through the $1,697 million ($1,466 million net of divestitures) acquisition of Liberty (see "Note 2 of the Notes to Consolidated Financial Statements, "Acquisition of Liberty Dialysis Holdings"), $28 million in the International Segment and $2 million at Corporate. In 2011, we invested approximately $1,785 million cash, primarily for the acquisitions of International Dialysis Centers, the dialysis service business of Euromedic International, and American Access Care Holdings, LLC, which operates vascular access centers, loans provided to, as well as the purchase of a 49% ownership of, Renal Advantage Partners LLC, the parent company of Renal Advantage, Inc., a provider of dialysis services, and payments for the extension of the activities of VFMCRP ($818 million in the North America Segment, $960 million in the International Segment, and $7 million at Corporate). In 2010, we invested $632 million in cash ($237 million in the North America Segment, $373 million in the International Segment and $22 million at Corporate). In addition, we invested €100 million ($133 million at September 30, 2010) in short-term investments with banks during 2010, which were divested during the fourth quarter of 2010. We received $264 million, $10 million and $14 million in conjunction with divestitures in 2012, 2011 and 2010, respectively.

        We anticipate capital expenditures of approximately $0.7 billion and expect to make acquisitions of approximately $0.3 billion in 2013. See "Outlook" below.

Financing

        Net cash provided by financing was $468 million in 2012 compared to net cash provided by financing of $793 million in 2011 and used $15 million in 2010.

        In 2012, cash was provided by the issuance of senior notes, refinancing of the Amended 2006 Senior Credit Agreement by the 2012 Credit Agreement, exercises of stock options, proceeds from short-term borrowings and short term borrowings from related parties as well as contributions from noncontrolling interests, partially offset by the repayment of long-term debt, reduction of the amount outstanding under our accounts receivable securitization program, the payment of dividends, distributions to noncontrolling interests as well as the repayment of short-term borrowings and short-term borrowings from related parties. For further information on the issuance of senior notes in 2012, see below. In 2011, cash was provided by the issuance of $1,062 million in senior notes in February 2011, short-term borrowings and short-term borrowings from related parties, partially offset by repayment of long-term debt, the repayment of the Trust Preferred Securities, the repayment of short-term borrowings and short-term borrowings from related parties as well as the payment of dividends. In 2010, cash was mainly used to reduce borrowings under our credit facilities and to pay dividends. This was partially offset by the issuance of the €250 million

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of 5.50% Senior Notes in January 2010, drawings under the accounts receivable facility and other short-term borrowings.

        On May 11, 2012, we paid a dividend with respect to 2011 of €0.69 per ordinary share (for 2010 paid in 2011: €0.65, for 2009 paid in 2010: €0.61) and €0.71 per preference share (for 2010 paid in 2011: €0.67, for 2009 paid in 2010: €0.63). The total dividend payment was €210 million ($272 million), €197 million ($281 million) and €183 million ($232 million) in 2012, 2011 and 2010, respectively.

        On January 26, 2012, Fresenius Medical Care US Finance II, Inc. ("US Finance II"), a wholly-owned subsidiary, issued $800 million aggregate principal amount of senior unsecured notes with a coupon of 5⁵/8% (the "5⁵/8% Senior Notes") at par and $700 million aggregate principal amount of senior unsecured notes with a coupon of 5⁷/8% (the "5⁷/8% Senior Notes") at par (together, the "Dollar-denominated Senior Notes"). In addition, FMC Finance VIII S.A. ("Finance VIII"), a wholly-owned subsidiary, issued €250 million aggregate principal amount ($329 million at date of issuance) of senior unsecured notes with a coupon of 5.25% (the "Euro-denominated Senior Notes") at par. Both the 5⁵/8% Senior Notes and the Euro-denominated Senior Notes are due July 31, 2019 while the 5⁷/8% Senior Notes are due January 31, 2022. US Finance II may redeem each issue of the Dollar-denominated Senior Notes, Finance VIII may redeem the Euro-denominated Senior Notes, in each case, at any time at 100% of principal plus accrued interest and a premium calculated pursuant to the terms of the applicable indenture. The holders of the Dollar-denominated Senior Notes and the Euro-denominated Senior Notes have a right to request that the respective issuers of the notes repurchase the applicable issue of notes at 101% of principal plus accrued interest upon the occurrence of a change in control of FMC-AG & Co. KGaA followed by a decline in the rating of the respective notes. We used the net proceeds of approximately $1,807 million for acquisitions, including the acquisition of Liberty Dialysis Holdings, Inc., which closed on February 28, 2012, to refinance indebtedness and for general corporate purposes. The Dollar-denominated Senior Notes and the Euro-denominated Senior Notes are guaranteed on a senior basis jointly and severally by us, Fresenius Medical Care Holdings, Inc. ("FMCH") and Fresenius Medical Care Deutschland GmbH ("D-GmbH") (together, the "Guarantor Subsidiaries").

        The Company entered into a new $3.85 billion syndicated credit facility, the 2012 Credit Agreement, with a large group of banks and institutional investors (collectively, the "Lenders") on October 30, 2012 which replaced the Amended 2006 Senior Credit Agreement. The new credit facility consists of:

•

a 5-year revolving credit facility of approximately $1.25 billion comprising a $400 million multicurrency revolving facility, a $200 million revolving facility and a €500 million revolving facility which will be due and payable on October 30, 2017.

•

a 5-year term loan facility of $2.6 billion, also scheduled to mature on October 30, 2017. The 2012 Credit Agreement requires 17 quarterly payments of $50 million each, beginning in the third quarter of 2013 that permanently reduce the term loan facility. The remaining balance is due on October 30, 2017.

        Interest on the new credit facilities will be, at the Company's option, at a rate equal to either (i) LIBOR or EURIBOR (as applicable) plus an applicable margin or (ii) the Base Rate as defined in the 2012 Credit Agreement plus an applicable margin. As of December 31, 2012, the tranches outstanding under the 2012 Credit Agreement had a weighted average interest rate of 2.35%.

        The applicable margin is variable and depends on the Company's Consolidated Leverage Ratio which is a ratio of its Consolidated Funded Debt less cash and cash equivalents held by the Consolidated Group to Consolidated EBITDA (as these terms are defined in the 2012 Credit Agreement).

        In addition to scheduled principal payments, indebtedness outstanding under the 2012 Credit Agreement will be reduced by portions of the net cash proceeds received from certain sales of assets and the issuance of certain additional debt.

        Obligations under the 2012 Credit Agreement are secured by pledges of capital stock of certain material subsidiaries in favor of the Lenders.

        The 2012 Credit Agreement contains affirmative and negative covenants with respect to the Company and its subsidiaries and other payment restrictions. Certain of the covenants limit indebtedness of the Company and investments by the Company, and require the Company to maintain certain financial ratios defined in the agreement. Additionally, the 2012 Credit Agreement provides for a limitation on dividends and other restricted payments which is €300 million ($396 million based upon the December 31, 2012 spot rate) for dividends to be paid in 2013, and increases in subsequent years. In default, the outstanding

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balance under the 2012 Credit Agreement becomes immediately due and payable at the option of the Lenders.

        The following table summarizes the Company's available sources of liquidity at December 31, 2012:

			Expiration per period of
Available Sources of Liquidity in millions	Total		less than 1 Year		1 - 3 Years		3 - 5 Years		Over 5 Years
Accounts receivable facility(a)	$	638	$	—	$	—	$	638	$	—
Revolving Credit Facility of the Credit Agreement 2012(b)		1,123		—		—		1,123		—
Other Unused Lines of Credit		262		262		—		—		—
	$	2,023	$	262	$	—	$	1,761	$	—

(a)

Subject to availability of sufficient accounts receivable meeting funding criteria. The Accounts Receivable facility was extended and renewed on January 17, 2013 and will now mature on January 15, 2016.

(b)

At December 31, 2012, the Company had letters of credit outstanding in the amount of $77 which reduces the availability under the Revolving Credit Facility to the amount shown in this table.

        The amount of guarantees and other commercial commitments at December 31, 2012 is not significant.

        At December 31, 2012, we have short-term borrowings, excluding the current portion of long-term debt, other financial liabilities and short-term borrowings from related parties, in the total amount of $122 million.

        The following table summarizes, as of December 31, 2012, our obligations and commitments to make future payments under our long-term debt and other long-term obligations, and our commitments and obligations under lines of credit and letters of credit.

			Payments due by period of
Contractual Obligations and Commitments in millions	Total		less than 1 Year		1 - 3 Years		3 - 5 Years		Over 5 Years
Long Term Debt(a),(b)	$	10,369	$	680	$	1,378	$	3,917	$	4,394
Capital Lease Obligations		17		3		5		2		7
Operating Leases		3,288		566		950		727		1,045
Unconditional Purchase Obligations(c)		465		317		128		19		1
Other Long-term Obligations		122		100		22		—		—
Letters of Credit		77		—		—		77		—
	$	14,338	$	1,666	$	2,483	$	4,742	$	5,447

(a)

Includes expected interest payments which are based upon the principal repayment schedules and fixed interest rates or estimated variable interest rates considering the applicable interest rates (e.g. Libor, Prime), the applicable margins, and the effects of related interest rate swaps.

(b)

Includes $162 of outstanding borrowings as of December 31, 2012 related to our accounts receivable facility that we refinanced on January 17, 2013. The accounts receivables facility will now mature on January 15, 2016.

(c)

The unconditional purchase obligation was significantly reduced for 2012 and thereafter as a result of the amended Venofer® Agreement. See Note 4 of the Notes to Consolidated Financial Statements, "Inventories."

        Our 2012 Credit Agreement, EIB agreements, Euro Notes and Senior Notes include covenants that require us to maintain certain financial ratios or meet other financial tests. Under our 2012 Credit Agreement, we are obligated to maintain a minimum consolidated interest expense coverage ratio (ratio of EBITDA to net interest expense) and a maximum consolidated leverage ratio (ratio of consolidated funded debt to consolidated EBITDA as these terms are defined in the 2012 Credit Agreement). Other covenants in one or more of each of these agreements restrict or have the effect of restricting our ability to dispose of assets, incur debt, pay dividends and make other restricted payments, create liens or engage in sale-lease backs.

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        The breach of any of the covenants in any of the instruments or agreements governing our long-term debt – 2012 Credit Agreement, the EIB agreements, the Euro Notes or the Senior Notes – could, in turn, create additional defaults under one or more of the other instruments or agreements. In default, the outstanding balance under the 2012 Credit Agreement becomes due at the option of the lenders under that agreement, and the "cross default" provisions in our other long-term debt permit the lenders to accelerate the maturity of the debt upon such a default as well. As of December 31, 2012, we are in compliance with all covenants under the 2012 Credit Agreement and our other financing agreements. For information regarding our 2012 Credit Agreement, EIB agreements, Euro Notes and Senior Notes, see Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt and Capital Lease Obligations."

        Although we are not immune from the global financial crisis, we believe that we are well positioned to continue to grow our business while meeting our financial obligations as they come due. Due to the non-discretionary nature of the healthcare services we provide, the need for products utilized to provide such services and the availability of government reimbursement for a substantial portion of our services, our business is generally not cyclical. A substantial portion of our accounts receivable are generated by governmental payers. While payment and collection practices vary significantly between countries and even between agencies within one country, government payors usually represent low to moderate, credit risks. However, limited or expensive access to capital could make it more difficult for our customers to do business with us, or to do business generally, which could adversely affect our business by causing our customers to reduce or delay their purchases of our dialysis products. See "Results of Operations" above. If the current conditions in the credit and equity markets continue, or worsen, they could also increase our financing costs and limit our financial flexibility.

        Following our earnings-driven dividend policy, our General Partner's Management Board will propose to the shareholders at the Annual General meeting on May 16, 2013, a dividend with respect to 2012 and payable in 2013, of €0.75 per ordinary share (for 2011 paid in 2012: €0.69) and €0.77 per preference share (for 2011 paid in 2012: €0.71). The total expected dividend payment is approximately €230 million (approximately $304 million based upon the December 31, 2012 spot rate) compared to dividends of €210 million ($272 million) paid in 2012 with respect to 2011. The 2012 Credit Agreement provides for a limitation on dividends and other restricted payments which is €300 million ($396 million based upon the December 31, 2012 spot rate) for dividends to be paid in 2013, and increases in subsequent years.

        Our 2013 principal financing needs are the payment for our EIB loans coming due in 2013. These payments as well as our dividend payment of approximately $304 in May 2013 and the anticipated dividend payment in 2014 are expected to be covered by our cash flows and by using existing credit facilities. We currently have sufficient flexibility under our debt covenants to meet our financing needs in the near future. Generally, we believe that we will have sufficient financing to achieve our goals in the future and to continue to promote our growth.

Outlook

        Below is a table showing our growth outlook for 2013 and 2014:

	2013	2014
Revenue	>$14.6 billion
Revenue growth	>6%	6 - 8% at constant currency
Operating Income	$2.3 - $2.5 billion
Net Income attributable to shareholders of FMC-AG & Co. KGaA	$1.1 - $1.2 billion	in line with revenue growth
Dividends	based on development of earnings	based on development of earnings
Capital Expenditures	~ $0.7 billion
Acquisitions	~$0.3 billion
Capital Expenditures and Acquisitions in % of revenue		7-9%
Debt/EBITDA Ratio	£3.0	<2.8

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Non-U.S. GAAP Measures

Constant currency

        Changes in revenue include the impact of changes in foreign currency exchange rates. We use the non-GAAP financial measure "at constant exchange rates" in our filings to show changes in our revenue without giving effect to period-to-period currency fluctuations. Under U.S. GAAP, revenues received in local (non-U.S. dollar) currency are translated into U.S. dollars at the average exchange rate for the period presented. When we use the term "constant currency," it means that we have translated local currency revenues for the current reporting period into U.S. dollars using the same average foreign currency exchange rates for the conversion of revenues into U.S. dollars that we used to translate local currency revenues for the comparable reporting period of the prior year. We then calculate the change, as a percentage, of the current period revenues using the prior period exchange rates versus the prior period revenues. This resulting percentage is a non-GAAP measure referring to a change as a percentage "at constant exchange rates."

        We believe that revenue growth is a key indication of how a company is progressing from period to period and that the non-GAAP financial measure constant currency is useful to investors, lenders, and other creditors because such information enables them to gauge the impact of currency fluctuations on its revenue from period to period. However, we also believe that data on constant currency period-over-period changes have limitations, particularly as the currency effects that are eliminated could constitute a significant element of our revenue and could significantly impact our performance. We therefore limit our use of constant currency period-over-period changes to a measure for the impact of currency fluctuations on the translation of local currency revenue into U.S. dollars. We do not evaluate our results and performance without considering both constant currency period-over-period changes in non-U.S. GAAP revenue on the one hand and changes in revenue prepared in accordance with U.S. GAAP on the other. We caution the readers of this report to follow a similar approach by considering data on constant currency period-over-period changes only in addition to, and not as a substitute for or superior to, changes in revenue prepared in accordance with U.S. GAAP. We present the fluctuation derived from U.S. GAAP revenue next to the fluctuation derived from non-GAAP revenue. Because the reconciliation is inherent in the disclosure, we believe that a separate reconciliation would not provide any additional benefit.

Debt covenant disclosure – EBITDA

        EBITDA (earnings before interest, tax, depreciation and amortization expenses) was approximately $2,821 million, 20.4% of revenues for 2012, $2,632 million, 20.9% of revenues for 2011 and $2,427 million, 20.7% of revenues for 2010. EBITDA is the basis for determining compliance with certain covenants contained in our 2012 Credit Agreement, Euro Notes, EIB agreements, and the indentures relating to our Senior Notes. You should not consider EBITDA to be an alternative to net earnings determined in accordance with U.S. GAAP or to cash flow from operations, investing activities or financing activities. In addition, not all funds depicted by EBITDA are available for management's discretionary use. For example, a substantial portion of such funds are subject to contractual restrictions and functional requirements for debt service, to fund necessary capital expenditures and to meet other commitments from time to time as described in more detail elsewhere in this report. EBITDA, as calculated, may not be comparable to similarly titled measures reported by other companies. A reconciliation of EBITDA to cash

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flow provided by operating activities, which we believe to be the most directly comparable U.S. GAAP financial measure, is calculated as follows:

Reconciliation of measures for consolidated totals

	For the years ended December 31,
	2012			2011			2010
	(in millions)
Total EBITDA	$	2,821		$	2,632		$	2,427
Interest expense (net of interest income)		(426	)		(297	)		(280	)
Income tax expense, net		(605	)		(601	)		(578	)
Change in deferred taxes, net		70			147			15
Changes in operating assets and liabilities		174			(366	)		(228	)
Stock compensation expense		26			29			28
Other items, net		(21	)		(98	)		(16	)
Net cash provided by operating activities	$	2,039		$	1,446		$	1,368

Balance Sheet Structure

        Total assets as of December 31, 2012 increased to $22.3 billion compared to $19.5 billion at December 31, 2011. Current assets as a percent of total assets decreased to 27% at December 31, 2012 from 29% at December 31, 2011. The equity ratio, the ratio of our equity divided by total liabilities and shareholders' equity, remained flat at 41% as compared to December 31, 2011.

C.    Research and Development

        As a leading global dialysis company, we focus our R&D strategy on three essential objectives: first, to continuously enhance the quality of life of patients with chronic kidney disease using innovative products and treatment concepts; second, to offer our patients and purchasers of our products high-quality services while keeping our prices as low as possible; and third, to continue to expand our position as the dialysis market leader. Due to our vertical integration, our research and development department can apply our experience as the world's largest provider of dialysis treatments to product development, and our technical department benefits from our daily practical experience as a provider of dialysis treatment and being directly in-touch with doctors, nurses and patients to keep track of and meet customer and patient needs. In addition, our research and development units are usually located at production sites, enabling direct exchange of ideas with our production staff. We conduct annual internal R&D conferences which our employees attend every year. In addition, our employees visit research events worldwide and participate actively in scientific discourse. This not only enables them to inject new concepts into their work, but also strengthens our reputation in the international professional community. We also maintain close contacts with universities and research institutions. We are cooperating closely with the University of Michigan (on a longitudinal study of chronic kidney patients), Danube University Krems in Krems, Austria (on extracorporeal methods), and the Renal Research Institute ("RRI") in the United States. RRI was founded in 1997 as a joint venture between Fresenius Medical Care North America and the Beth Israel Medical Center, a hospital in New York. Together, we are researching the fundamental issues of dialysis treatment, including the causes that lead to kidney failure, the particular features of treating children with ESRD, and issues such as the mineralization of dialysis patients' bones or the effects of kidney diseases on the natural acid-base balance in the human body.

        The task of our research and development group, which employs approximately 530 full time equivalents, is to continually develop and improve our products and treatments. Our largest research and development department is in our European region with approximately 350 employees, most of whom work at our Schweinfurt and Bad Homburg locations. Smaller teams also work in St. Wendel, Germany and in Bucharest, Romania, where an R&D competency center specializing in software development has been established and in Krems, specializing in sorbent technology. Apart from R&D International, we have research and development departments in the North America and the Asia Pacific regions. All of these units are closely connected and cooperate on many projects.

        Research and development expenditures amounted to $112 million in 2012, compared to $111 million and $97 million in 2011 and 2010, respectively. Our 2012 expenditures focused on continuously enhancing

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and improving our products and treatment concepts for our patients and users, on dialysis patient overhydration and on software for enhanced patient safety during unattended dialysis and data management for dialysis clinics. A discussion of each of these activities follows below.

Hemodialysis Care

        The 5008 CorDiax therapeutic system was developed and launched specifically for our International Segment. This system was designed to emphasize top-quality therapy, maximum patient safety, simple handling and interface as well as produced from available sustainable resources. The device contains:

•

Our Venous Access Monitoring, or "VAM." The software, Venous Needle Disconnect, or "VND" uses intelligent signal analysis in the area of extracorporeal pressure to detect dangerous conditions in the bloodline system, including needle disconnects at the point of vascular access, leakage, and bent tubing. Based on a mathematical algorithm that accounts for normal disturbances and pressure deviations (such as those resulting from patient arm movement), the software detects pressure drops due to leakage or needle slip, sets off an alarm and turns off the blood pump and closes the venous clamp automatically;

•

Our AutoSub plus, which is software that enables optimized and fully automated regulation of the blood replacement volume that is individually tailored to each patient. The 5008 system works best if the volume of blood replaced during dialysis is as high as possible. However, adverse side effects can occur if the level is too high. The AutoSub plus monitors the blood replaced for a patient on an individual basis to ensure that the dialysis process is as safe and effective as possible; and

•

The FX CorDiax dialyzer, which we introduced to the International market in 2011. It contains a Helixone®plus membrane that allows for the selective filtering out of toxins that have a medium molecular size and a low molecular weight, such as phosphates. The removal of these toxins reduces the risk of cardiovascular diseases and ensures that beneficial substances that may be expelled during the normal course of treatment remain within the patient's system. Additionally, the 5008 CorDiax Therapeutic system contains the 5008 CorDiax HD-Paed, which was specifically designed to make dialysis treatment possible for children with a body weight of ten kilograms or more.

        The 2008T therapeutic system incorporates an integrated software platform that allows physicians and clinic staff to enter and manage data as efficiently as possible. This system can be connected to various data management systems used in U.S. dialysis clinics, which allows for immediate access and adjustment of treatment plans. We expect to release the enhancements noted below to the U.S. market in 2013:

•

2008MeDS – an infusion pump for intravenously administrated iron compounds that increase patient safety by providing an easier platform for preparing and administering the exact dosage.

•

Bibag system – provides for a reduction in liquid concentrate storage and the subsequent disposal in the dialysis process as the necessary bicarbonate concentrate is now administered as a dry substance rather than in liquid form.

•

Crit- Line – the device has been re-designed to provide further enhancement and a decrease in size, which allows it to now be integrated into the 2008T dialysis machine. Crit-Line is an analysis device that enables physicians and dialysis specialists to measure the changes in fluid levels for hemodialysis patients during treatment. Hemodialyis specialists also use Crit-Line to determine whether patients have become over hydrated by measuring the hematocrit level during dialysis. Additionally, this innovative device can also be used in conjunction with the treatment of anemia and acute kidney failure by offering a solution for fluid control and allowing specialists to recognize and treat symptoms more assuredly.

Outlook

        We intend to continue investing in developing and improving life-sustaining products and treatment concepts in the years to come, thus improving the quality of life for as many patients as possible with financially viable, environmentally-friendly innovations based on strategic technology platforms. We plan to spend approximately $140 million on research and development in 2013.

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        Our focus of R&D in the coming years will be to develop innovations that incorporate additional treatment elements into our products or to help better align them, with the goal of improving the quality, safety and cost efficiency of treatment. In addition, we will continue to focus our software development efforts on developing integrated system solutions for clinical quality data management in order to enable a larger volume of data to be captured faster and more easily, enhance the quality of the data and thus improve treatment. In general, we will continue to look into the issue of how new scientific and technological findings can be used to further improve the quality of life of patients with chronic kidney failure, such as through innovations in home therapies. Over the long term, we are conducting research in the transferability of the blood-cleansing dialysis process to other illnesses, such as liver disease or certain autoimmune and metabolic disorders. We are also researching new approaches to treating severe kidney and liver disease through regenerative medicine, through cooperation with scientific institutes and universities that conduct research on adult liver and kidney stem cells. Finally, we want to provide people in developing countries and emerging markets with more access to higher-quality dialysis treatment and to reduce the environmental impact of our products and services.

D.    Trend information

        For information regarding significant trends in our business see Item 5.A, "Operating Financial Review and Prospects."

F.     Tabular Disclosure of contractual obligations

        The information required by this item may be found under Item 5B, "– Liquidity and Capital Resources – Financing."

Item 6.    Directors, Senior Management and Employees

A.    Directors and senior management

General

        As a partnership limited by shares, under the German Stock Corporation Act (Aktiengesetz), our corporate bodies are our General Partner, our Supervisory Board and our general meeting of shareholders. Our sole General Partner is Management AG, a wholly-owned subsidiary of Fresenius SE. Management AG is required to devote itself exclusively to the management of Fresenius Medical Care AG & Co. KGaA.

        For a detailed discussion of the legal and management structure of Fresenius Medical Care AG & Co. KGaA, including the more limited powers and functions of the Supervisory Board compared to those of the general partner, see Item 16.G, below, "Governance – The Legal Structure of Fresenius Medical Care AG & Co. KGaA."

        Our General Partner has a supervisory board and a management board. These two boards are separate and no individual may simultaneously be a member of both boards. A person may, however, serve on both the supervisory board of our General Partner and on our Supervisory Board.

The General Partner's Supervisory Board

        The supervisory board of Management AG consists of six members who are elected by Fresenius SE (acting through its general partner, Fresenius Management SE) as the sole shareholder of Management AG. Pursuant to pooling agreements for the benefit of the public holders of our ordinary shares and the holders of our preference shares, at least one-third (but no fewer than two) of the members of the General Partner's supervisory board are required to be independent directors as defined in the pooling agreements, i.e., persons with no substantial business or professional relationship with us, Fresenius SE, the general partner, or any affiliate of any of them.

        Unless resolved otherwise by the general meeting of shareholders, the terms of each of the members of the supervisory board of Management AG will expire at the end of the general meeting of shareholders in which the shareholders discharge the supervisory board held during the fourth fiscal year following the year in which the Management AG supervisory board member was elected by Fresenius SE, but not counting the fiscal year in which such member's term begins. The most recent election of members of the General Partner's supervisory board took place in July 2011. Members of the General Partner's supervisory board may be removed only by a resolution of Fresenius SE in its capacity as sole shareholder of the

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General Partner. Neither our shareholders nor the separate Supervisory Board of FMC AG & Co. KGaA has any influence on the appointment of the supervisory board of the General Partner.

        The General Partner's supervisory board ordinarily acts by simple majority vote and the Chairman has a tie-breaking vote in case of any deadlock. The principal function of the general partner's supervisory board is to appoint and to supervise the General Partner's management board in its management of the Company, and to approve mid-term planning, dividend payments and matters which are not in the ordinary course of business and are of fundamental importance to us.

        The table below provides the names of the members of the supervisory board of Management AG and their ages as of January 1, 2013.

Name	Age as of January 1, 2013
Dr. Ulf M. Schneider, Chairman(1)		47
Dr. Dieter Schenk, Vice Chairman(4)		60
Dr. Gerd Krick(1)(2)		74
Mr. Rolf A. Classon(3)(4)		67
Dr. Walter L. Weisman(1)(2)(3)		77
Mr. William P. Johnston(1)(2)(3)(4)		68

(1)

Members of the Human Resources Committee of the supervisory board of Management AG

(2)

Members of the Audit and Corporate Governance Committee of FMC-AG & Co. KGaA

(3)

Independent director for purposes of our pooling agreement

(4)

Member of the Regulatory and Reimbursement Assessment Committee of the supervisory board of Management AG

        DR. ULF M. SCHNEIDER has been Chairman of the Supervisory Board of Management AG, the Company's General Partner, since April 2005. He is also Chairman of the Management Board of Fresenius Management SE, the general partner of Fresenius SE, and Chairman or member of the Board of a number of other Fresenius SE group companies. Additionally, he was Group Finance Director for Gehe UK plc., a pharmaceutical wholesale and retail distributor, in Coventry, United Kingdom. He has also held several senior executive and financial positions since 1989 with Gehe's majority shareholder, Franz Haniel & Cie. GmbH, Duisburg, a diversified German multinational company.

        DR. DIETER SCHENK has been Vice Chairman of the Supervisory Board of Management AG since 2005 and is also Vice Chairman of the Company's Supervisory Board and a member of the Supervisory Board of Fresenius Management SE. He is an attorney and tax advisor and has been a partner in the law firm of Noerr LLP (formerly Nörr Stiefenhofer Lutz) since 1986. Additionally, He also serves as the Chairman of the Supervisory Board of Gabor Shoes AG and TOPTICA Photonics AG and as a Vice-Chairman of the Supervisory Board of Greiffenberger AG. Dr. Schenk is also Chairman of the Advisory Board of Else-Kröner-Fresenius-Stiftung the sole shareholder of Fresenius Management SE, which is the sole general partner of Fresenius SE.

        DR. GERD KRICK has been a member of the Supervisory Board of Management AG since December 2005 and the Chairman of the Supervisory Board of FMC AG & Co KGaA since February 2006. He is the Chairman of the Supervisory Board of Fresenius Management SE and of Fresenius SE and is also Chairman of the Board of Vamed AG, Austria.

        DR. WALTER L. WEISMAN has been a member of the Supervisory Board of Management AG since December 2005 and also serves on the Supervisory Board of FMC AG & Co KGaA. Additionally, he is the former President and Chief Executive Officer of American Medical International, Inc., and was a member of the Board of Directors of Occidental Petroleum Corporation until May 4, 2012. He is also a Senior Trustee of the Board of Trustees for the California Institute of Technology, a Life Trustee of the Board of Trustees of the Los Angeles County Museum of Art, and Chairman of the Board of Trustees of the Sundance Institute.

        MR. WILLIAM P. JOHNSTON has been a member of the Supervisory Board of Management AG since August 2006 and also serves on the Supervisory Board of FMC AG & Co KGaA. Mr. Johnston has been a Senior Advisor of The Carlyle Group since June 2006. He is also a member of the Board of Directors of The Hartford Mutual Funds, Inc., HCR-Manor Care, Inc. and LifeCare Holdings, Inc. Mr. Johnston was a member of the Board of Directors of the Georgia O'Keeffe Museum until July 1, 2012.

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        MR. ROLF A. CLASSON has been a member of the Supervisory Board of Management AG since July 7, 2011 and a member of the Company's Supervisory Board since May 12, 2011. Mr. Classon is the Chairman of the Board of Directors for Auxilium Pharmaceuticals, Inc. and Tecan Group Ltd. Additionally, Mr. Classon is the Chairman of the Board of Directors for Hill-Rom Holdings, Inc.

The General Partner's Management Board

        Each member of the Management Board of Management AG is appointed by the Supervisory Board of Management AG for a maximum term of five years and is eligible for reappointment thereafter. Their terms of office expire in the years listed below.

        The table below provides names, positions and terms of office of the members of the Management Board of Management AG and their ages as of January 1, 2013.

Name	Age as of January 1, 2013		Position	Year term expires
Rice Powell		57	Chief Executive Officer and Chairman of the Management Board		2017
Michael Brosnan		57	Chief Financial Officer		2017
Roberto Fusté		60	Chief Executive Officer for Asia Pacific		2016
Dr. Emanuele Gatti		57	Chief Executive Officer for Europe, Middle East, Africa and Latin America and Chief Strategist for FMC-AG & Co. KGaA		2015
Ronald Kuerbitz		53	Chief Executive Officer, Fresenius Medical Care North America		2015
Dr. Rainer Runte		53	Chief Administrative Officer for Global Law, Compliance, Intellectual Property and Corporate Business Development and Labor Relations Director for Germany		2014
Kent Wanzek		53	Head of Global Manufacturing Operations		2017

        RICE POWELL has been with the Company since 1997. He became Chairman and Chief Executive Officer of the Management Board of Management AG effective January 1, 2013. He is also a member of the Board of Administration of Vifor Fresenius Medical Care Renal Pharma, Ltd., Switzerland. He was the Chief Executive Officer and director of Fresenius Medical Care North America until December 31, 2012. Mr. Powell has over 30 years of experience in the healthcare industry, which includes various positions with Baxter International Inc., Biogen Inc., and Ergo Sciences Inc.

        MICHAEL BROSNAN has been with the Company since 1998. He is a member of the Management Board and Chief Financial Officer of Management AG. He is member of the Board of Administration of Vifor Fresenius Medical Care Renal Pharma, Ltd., Switzerland. He was a member of the Board of Directors and Chief Financial Officer of Fresenius Medical Care North America and Vice President of Finance and Administration for Spectra Renal Management. Prior to joining Fresenius Medical Care, Mr. Brosnan held senior financial positions at Polaroid Corporation and was an audit partner at KPMG.

        DR. EMANUELE GATTI has been with the Company since 1989. His present positions include member of the Management Board of Management AG, Chief Executive Officer and Global Chief Strategist for Europe, Latin America, Middle East and Africa. Dr. Gatti also became president of Italienische Handelskammer für Deutschland e.V, a private company, in May, 2012. Additionally, Dr. Gatti has lectured at several biomedical institutions. He continues to be involved in comprehensive research and development activities focusing on dialysis and blood purification, biomedical signal analysis, medical device safety and healthcare economics.

        RONALD KUERBITZ has been with the Company since 1997. He became a member of the Management Board of Management AG and Chief Executive Officer of Fresenius Medical Care North America on January 1, 2013. Mr. Kuerbitz is a member of the board of directors for Fresenius Medical Care Holdings, Inc., Chairman of Kidney Care Partners, Inc. and member of the board of directors for Specialty Care Services Group, LLC. Mr. Kuerbitz has 20 years of experience in the health care field, having held positions in law, compliance, business development, government affairs and operations.

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        ROBERTO FUSTÉ has been with the Company since 1991 and his present positions include member of the Management Board of Management AG and Chief Executive Officer for Asia Pacific. Additionally, he founded the company Nephrocontrol S.A. in 1983. In 1991, Nephrocontrol was acquired by the Fresenius Group, where Mr. Fusté has since worked. Mr. Fusté has also held several senior positions within the Company in Europe and the Asia Pacific region.

        DR. RAINER RUNTE has been with the Company since 1991. He is a member of the Management Board of Management AG since December 2005 and is Chief Administrative Officer for Global Law, Compliance, Intellectual Property, and Corporate Business Development and is also Labor Relations Director for Germany. Furthermore, he is a member of the Board of Administration of Vifor Fresenius Medical Care Renal Pharma Ltd., Switzerland. Previously, he served as scientific assistant to the law department of the Johann Wolfgang Goethe University in Frankfurt and as an attorney in a law firm specialized in economic law.

        KENT WANZEK has been with the Company since 2003. He is a member of the Management Board of Management AG with responsibility for Global Manufacturing Operations and prior to joining the Management Board was in charge of North American Operations for the Renal Therapies Group at Fresenius Medical Care North America since 2004. Additionally, Mr. Wanzek held several senior executive positions with companies in the healthcare industry, including Philips Medical Systems, Perkin-Elmer, Inc. and Baxter Healthcare Corporation.

        On December 14, 2012 the Company announced the appointment of Dr. Olaf Schermeier as Chief Officer of Global Research & Development (R&D) and member of the management board. He will start in his new position on March 1, 2013.

        DR. BEN J. LIPPS was Chairman and Chief Executive Officer of the Management Board of Management AG from September 2005 until December 31, 2012. He also previously held senior executive positions with subsidiaries of the Company, and was a member of the Management Board of Fresenius Management SE. On January 1, 2013, he became an honorary member of both the supervisory board of Management AG and of the supervisory board of FMC-AG & Co. KGaA. He is also a member of the Board of Administration of Vifor Fresenius Medical Care Renal Pharma, Ltd., Switzerland.

        The business address of all members of our Management Board and Supervisory Board is Else-Kröner-Strasse 1, 61352 Bad Homburg, Germany.

The Supervisory Board of FMC-AG & Co. KGaA

        The Supervisory Board of FMC-AG & Co. KGaA consists of six members who are elected by the shareholders of FMC-AG & Co. KGaA in a general meeting. The most recent Supervisory Board elections occurred in May of 2011. Fresenius SE, as the sole shareholder of Management AG, the general partner, is barred from voting for election of the Supervisory Board of FMC-AG & Co. KGaA, but it nevertheless has and will retain significant influence over the membership of the FMC-AG & Co. KGaA Supervisory Board in the foreseeable future. See Item 16.G, below, "Governance – The Legal Structure of FMC-AG & Co. KGaA."

        The current Supervisory Board of FMC-AG & Co. KGaA consists of six persons, five of whom – Messrs. Schenk, Classon, Johnston, Krick and Weisman – are also members of the supervisory board of our General Partner. For information regarding those members of the Supervisory Board of FMC-AG & Co. KGaA, see "The General Partner's Supervisory Board," above. The sixth member of the Supervisory Board of FMC-AG & Co. KGaA is Prof. Dr. Bernd Fahrholz. Information regarding his age, term of office and business experience is as follows:

        PROF. DR. BERND FAHRHOLZ, age 65 was a member of the Supervisory Board of Management AG from April 2005 until August 2006 and was a member of the Supervisory Board of FMC-AG from 1998 until the transformation of legal form to KGaA and has been a member of the Supervisory Board of FMC-AG & Co. KGaA since the transformation. He is Vice Chairman of our Audit and Corporate Governance Committee. Additionally, he was of counsel and a partner in several large law firms. He also is the Chairman of the Supervisory Board of SMARTRAC N.V.

        The terms of office of the aforesaid members of the Supervisory Board of FMC-AG & Co. KGaA will expire at the end of the general meeting of shareholders of FMC-AG & Co. KGaA, in which the shareholders discharge the Supervisory Board held during the fourth fiscal year following the year in which they were elected, but not counting the fiscal year in which such member's term begins. Members of the

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FMC-AG & Co. KGaA Supervisory Board may be removed only by a resolution of the shareholders of FMC-AG & Co. KGaA with a majority of three quarters of the votes cast at such general meeting. Fresenius SE is barred from voting on such resolutions. The Supervisory Board of FMC-AG & Co. KGaA ordinarily acts by simple majority vote and the Chairman has a tie-breaking vote in case of any deadlock.

        The principal function of the Supervisory Board of FMC-AG & Co. KGaA is to oversee the management of the Company but, in this function, the supervisory board of a partnership limited by shares has less power and scope for influence than the supervisory board of a stock corporation. The Supervisory Board of FMC-AG & Co. KGaA is not entitled to appoint the general partner or its executive bodies, nor may it subject the general partner's management measures to its consent or issue rules of procedure for the general partner. Only the supervisory board of Management AG, elected solely by Fresenius SE, has the authority to appoint or remove members of the General Partner's Management Board. See Item 16.G, below, "Governance – The Legal Structure of FMC-AG & Co. KGaA." Among other matters, the Supervisory Board of FMC-AG & Co. KGaA will, together with the general partner, fix the agenda for the annual general meeting and make recommendations with respect to approval of the company's annual financial statements and dividend proposals. The Supervisory Board of FMC-AG & Co. KGaA will also propose nominees for election as members of its Supervisory Board. The Audit and Corporate Governance Committee also recommends to the Supervisory Board a candidate as the Company's auditors to audit our German statutory financial statements to be proposed by the Supervisory Board to our shareholders for approval and retains the services of our independent auditors to audit our U.S. GAAP financial statements.

B.    Compensation

Report of the Management Board of Management AG, our General Partner

        The compensation report of Fresenius Medical Care AG & Co. KGaA summarizes the main elements of the compensation system for the members of the Management Board of Fresenius Medical Care Management AG as general partner of Fresenius Medical AG & Co. KGaA and in this regard notably explains the amounts and structure of the compensation paid to the Management Board. Furthermore, the principles and the amount of the remuneration of the Supervisory Board are described. The compensation report is part of the management report of the annual financial statements and the annual consolidated group financial statements of Fresenius Medical Care AG & Co. KGaA as of December 31, 2012. The compensation report is prepared on the basis of the recommendations of the German Corporate Governance Code and also includes the disclosures as required pursuant to the applicable statutory regulations, notably in accordance with the German Commercial Code (HGB).

Compensation of the Management Board

        The entire Supervisory Board of Fresenius Medical Care Management AG is responsible for determining the compensation of the Management Board. The Supervisory Board is assisted in this task by a personnel committee, the Human Resources Committee. In the year under review, the Human Resources Committee was composed of Dr. Ulf M. Schneider (Chairman), Dr. Gerd Krick (Vice Chairman), William P. Johnston and Dr. Walter L. Weisman. See Item 16G, "Corporate Governance."

        The current Management Board compensation system was last approved by resolution of the General Meeting of Fresenius Medical Care AG & Co. KGaA on May 12, 2011, with a majority of 99.71% of the votes cast. Furthermore, this Management Board compensation system was reviewed by an independent external compensation expert at the beginning of the year under review.

        The objective of the compensation system is to enable the members of the Management Board to participate reasonably in the sustainable development of the Company's business and to reward them based on their duties and performance as well as their success in managing the Company's economic and financial position giving due regard to the peer environment.

        The compensation of the Management Board is, as a whole, performance-based and was composed of three elements in fiscal year 2012:

•

non-performance-based compensation (base salary)

•

performance-based compensation (variable bonus)

•

components with long-term incentive effects (stock options, share-based compensation with cash settlement).

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        The individual components are designed on the basis of the following criteria:

        In fiscal year 2012, the non-performance-based compensation was paid in monthly installments, or for several US resident members of the Management Board in bi-weekly installments as base salary. Moreover, the members of the Management Board received additional benefits consisting mainly of payment for insurance premiums, the private use of company cars, special payments such as foreign supplements, rent supplements, reimbursement of fees for the preparation of tax returns and reimbursement of certain other charges and additional contributions to pension and health insurance.

        Performance-based compensation will also be awarded for the fiscal year 2012 as a short-term cash component (annual bonus) and a longer-term share-based compensation component (stock options, share-based compensation with cash settlement). The amount of the performance-based compensation component in each case depends on the achievement of individual and common targets:

        The targets used to determine bonus awards for the members of the Management Board are measured by growth of consolidated after-tax earnings (EAT growth), the development of free cash flow (cash flow before acquisitions) and operating profit margin. All values are derived from the comparison of target amounts and actual results. Furthermore, targets are divided into Group level (consolidated) targets and those to be achieved in individual regions. Lastly, the various target parameters are weighted differently by their relative share in the aggregate amount of variable compensation depending on the respective (regional) areas of responsibility assumed by the members of the Management Board.

        Variable compensation was based upon EAT growth of at least 6% in the year under review, with the maximum bonus payable upon achievement of EAT growth of 15% (cap). Furthermore, the members of the Management Board assuming Group functions and the members of the Management Board with regional responsibilities were also evaluated by reference to the development of free cash flow within the Group or in the relevant regions, respectively, during the period under review, with the targets being within a range of rates between 3% and 6% of the respective free cash flow related to the turnover. For Board members with regional responsibilities, variable compensation was also based on growth of regional operating margins within the year under review, with targets ranging between 13% and 18.5%.

        As a rule, for members of the Management Board with Group functions (these are Dr. Ben Lipps (until December 31, 2012), Mr. Michael Brosnan and Dr. Rainer Runte) EAT growth accounts for 80% of variable compensation and is thus weighted higher than for Board members having responsibility for regional earnings (these are Mr. Roberto Fusté, Dr. Emanuele Gatti and Mr. Rice Powell) or in the Global Manufacturing Operations division (Mr. Kent Wanzek), where EAT growth accounts for 60%. Twenty percent of variable compensation for all members of the Management Board is based upon achievement of the target for free cash flow; likewise, 20% of variable compensation is based upon achievement of target operating profit margins in the regions.

        In the year under review, the bonus components to be paid via cash payment in principle consisted of a short-term annual cash bonus and (subject to the separate phantom stock component in accordance with the terms of the Company's Phantom Stock Plan 2011 which will be described hereinafter) a further share-based compensation component (long-term), to be paid by way of cash settlement based on the performance of the stock exchange price of the ordinary shares of Fresenius Medical Care AG & Co. KGaA. If the annual targets are achieved, the cash is paid after the end of the respective fiscal year in which the target is achieved. The share-based portion of the variable bonus to be granted yearly in case of achievement of the yearly targets is subject to a three- or four-year vesting period, although a shorter period may apply in special cases (e.g. professional incapacity, entry into retirement, non-renewal by the company of expired service agreements). The amount of the cash payment of this share-based compensation is based on the share price of Fresenius Medical Care AG & Co. KGaA ordinary shares upon exercise after the three- or four-year vesting period. Therefore, the share-based portion of the variable bonus is included in long-term incentive compensation. The annual targets of the aforementioned and respectively applicable key data are valued at a maximum of 120% and subject to a fixed multiplier, thereby limiting the variable compensation.

        In determining the variable compensation, the long-term compensation components (including the stock option and phantom stock components described below) are granted in amounts which constitute at least 50% of the total variable components. Should this turn out not to be the case mathematically, the Management Board members' contracts provide that the portion of variable compensation payable as short-term annual bonus shall be reduced and the portion payable as long-term share-based cash components be correspondingly increased, in order to meet this requirement. Total performance-based compensation payable for each of the members of the Management Board is also capped. The share-based compensation components also contain a limitation for cases of extraordinary developments. The Supervisory Board may also grant a discretionary bonus for extraordinary performance.

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        In addition, a special bonus component applied in some cases for fiscal years 2006, 2007 and 2008 which was linked to the achievement of targets measured only over this three-year period but whose payment was also subject, in part, to a vesting period of several years through 2012. This bonus component also included special components linked to the achievement of extraordinary financial targets related to special integration measures (e.g. in connection with the acquisition of Renal Care Group in the U.S.) and thus required the achievement of an extraordinary increase in earnings. The present report also reflects those payments based on this earlier bonus component but exercised and paid only in the year under review (see table "Expenses for Long-term Incentive Components").

        For fiscal years 2012 and 2011 the amount of cash compensation payments to members of the General Partner's Management Board without long-term incentive components consisted of the following:

	Amount of Cash Payments
	Non-Performance Related Compensation								Performance Related Compensation				Cash Compensation (without long-term Incentive Components)
	Salary				Other(1)				Bonus
	2012		2011		2012		2011		2012		2011		2012		2011
	in thousands				in thousands				in thousands				in thousands
Dr. Ben Lipps	$	1,250	$	1,200	$	387	$	254	$	1,847	$	1,500	$	3,484	$	2,954
Michael Brosnan		675		650		317		255		998		813		1,990		1,718
Roberto Fusté		707		696		322		262		889		768		1,918		1,726
Dr. Emanuele Gatti		899		940		148		169		1,204		1,022		2,251		2,131
Rice Powell		990		950		40		37		1,587		1,361		2,617		2,348
Dr. Rainer Runte		565		592		53		59		835		740		1,453		1,391
Kent Wanzek		520		500		37		24		834		716		1,391		1,240
Total	$	5,606	$	5,528	$	1,304	$	1,060	$	8,194	$	6,920	$	15,104	$	13,508

(1)

Includes insurance premiums, private use of company cars, rent supplements, contributions to pension and health insurance and other benefits.

        In addition to the aforementioned payment of a portion of the variable bonus payable to members of the Management Board in the form of a share-based compensation component with cash settlement, stock options under the Company's Stock Option Plan 2011 and phantom stock awards under the Phantom Stock Plan 2011 were granted as additional components with long-term incentive effects in fiscal year 2012. The Stock Option Plan 2011, together with the Phantom Stock Plan 2011, forms the Long Term Incentive Plan 2011 (LTIP 2011).

        Members of the management boards of affiliated companies, managerial staff members of the Company and of certain affiliated companies, and the members of the Management Board of the General Partner are entitled to participate in LTIP 2011. Under LTIP 2011 a combination of stock options and phantom stock awards are granted to the participants. Stock options and phantom stock awards will be granted on specified grant days during a period of five years. The number of stock options and phantom stock awards to be granted to the members of the General Partner's Management Board is determined by the General Partner's Supervisory Board in its discretion. In principle all members of the Management Board are entitled to receive the same quantity, with the exception of the Chairman of the Management Board, who is entitled to receive double the number of stock options and phantom stock awards granted to the Management Board members, and the Vice Chairman of the Management Board who is entitled to receive one and a half times such number. At the time of the grant participants can choose a ratio based on the value of the stock options vs. the value of phantom stock awards in a range between 75:25 and 50:50. The exercise of stock options and phantom stock awards is subject to several conditions, including the expiration of a four year waiting period, the consideration of black-out periods, the achievement of a defined success target and the existence of a service or employment relationship. Stock options may be exercised within four years and phantom stock awards within one year after the expiration of the waiting period. For Management Board members who are US tax payers specific conditions apply with respect to the exercise period of phantom stock awards. The success target is achieved in each case if, after the grant to participants, either the adjusted basic income per ordinary share increases by at least eight per cent per annum in comparison to the previous year in each case or – if this is not the case – the compounded annual growth rate of the adjusted basic income per ordinary share during the four years of the waiting period reflects an increase of at least eight per cent per annum. If with regard to any year or more than one of the

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four years within the waiting period neither the adjusted basic income per ordinary share increases by at least eight per cent per annum in comparison to the previous year nor the compounded annual growth rate of the adjusted basic income per ordinary share during the four years of the waiting period reflects an increase of at least eight per cent per annum, the stock options and phantom stock awards subject to such waiting period are cancelled in the proportion of 25% for each year in which the target is not achieved within the waiting period, up to 100%. For the purposes of this compensation report phantom stock awards are included in the share-based compensation component with cash settlement and therefore in the long-term incentive components and disclosed accordingly hereunder.

        Additional information regarding the terms of Stock Option Plan 2011 and of the two other employee participation programs in place at January 1, 2012 and secured by conditional capital, which entitled their participants to convertible bonds or stock options (from which, however, in fiscal year 2012 no further options could be issued), are described in more detail in Note 15, "Stock Options," in the Notes to Consolidated Financial Statements included in this report, in Item 6.E below, "Directors, Senior Management and Employees – Share Ownership – Options to Purchase Our Securities" and in Item 10.B below, "Additional Information – Articles of Association – General Information Regarding Our Share Capital – Conditional Capital."

        Under Stock Option Plan 2011 in the year under review 2,166,035 stock options were granted in total (in 2011: 1,947,231), with 310,005 stock options (in 2011: 307,515) granted to the Management Board members. Moreover, in fiscal year 2012 178,729 (in 2011: 215,638) phantom stock awards were granted under the Phantom Stock Plan 2011, 23,407 awards (in 2011: 29,313) granted to Management Board members.

        For fiscal years 2012 and 2011 the number and value of stock options issued to members of the Management Board and the value of other share-based compensation with cash settlement paid to them is shown individually in the following table.

	Components with Long-term Incentive Effect
	Stock Options								Share-based Compensation with Cash Settlement(1)				Total
	2012		2011		2012		2011		2012		2011		2012		2011
	Number				in thousands				in thousands				in thousands
Dr. Ben Lipps		74,700		74,700	$	1,160	$	1,444	$	969	$	967	$	2,129	$	2,411
Michael Brosnan		37,350		37,350		580		722		509		504		1,089		1,226
Roberto Fusté		37,350		37,350		580		722		473		489		1,053		1,211
Dr. Emanuele Gatti		29,880		29,880		464		578		703		715		1,167		1,293
Rice Powell		56,025		56,025		870		1,083		794		804		1,664		1,887
Dr. Rainer Runte		37,350		34,860		580		674		455		527		1,035		1,201
Kent Wanzek		37,350		37,350		580		722		455		472		1,035		1,194
Total		310,005		307,515	$	4,814	$	5,945	$	4,358	$	4,478	$	9,172	$	10,423

(1)

This includes Phantom Stocks granted to Board Members during the fiscal year. The share-based compensation amounts are based on the grant date fair value.

        The stated values of the stock options granted to the members of the Management Board in fiscal year 2012 correspond to their fair value at the time of grant, namely a value of $15.53 (€12.68) (2011: $19.33/€13.44) per stock option. The exercise price for the stock options granted in 2012 is $70.17 (€57.30) (2011: $75.47/€52.48).

        At the end of fiscal year 2012, the members of the Management Board held a total of 2,201,205 stock options and convertible bonds, which are collectively referred to as stock options (2011: 2,354,875 stock options).

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        The development and status of stock options of the members of the Management Board in fiscal year 2012 are shown in more detail in the following table:

	Development and status of the stock options
	Dr. Ben Lipps			Michael Brosnan		Roberto Fusté		Dr. Emanuele Gatti		Rice Powell		Dr. Rainer Runte		Kent Wanzek		Total
Options outstanding at January 1, 2012 Number		572,700			306,948		377,336		375,287		280,125		319,329		123,150		2,354,875
Weighted average exercise price in $		49.08			44.28		42.36		41.43		52.64		46.16		56.78		46.59
Options granted during the fiscal year Number		74,700			37,350		37,350		29,880		56,025		37,350		37,350		310,005
Weighted average exercise price in $		70.17			70.17		70.17		70.17		70.17		70.17		70.17		70.17
Options exercised during the fiscal year Number		298,800			3,420		55,517		70,469		—		35,469		—		463,675
Weighted average exercise price in $		43.93			17		18		23.64		—		24		—		35.99
Weighted average share price in $		70.75			71		69		68.57		—		70		—		70.11
Options outstanding at December 31, 2011 Number		348,600	(1)		340,878		359,169		334,698		336,150		321,210		160,500		2,201,205
Weighted average exercise price in $		59.18			47.99		49.63		48.22		56.47		52.01		61.16		52.91
Weighted average remaining contractual life in years		5.4			3.5		3.4		3.3		4.5		3.6		5.4		4.1
Range of exercise price in $		40.23 - 70.17			15.07 - 70.17		15.07 - 70.17		15.07 - 70.17		42.18 - 70.17		19.09 - 70.17		42.18 - 70.17		15.07 - 70.17
Options exercisable at December 31, 2012 Number		99,600	(1)		216,378		234,669		225,138		149,400		199,200		36,000		1,160,385
Weighted average exercise price in $		42.18			37.64		40.96		40.01		44.58		43.49		44.50		41.27

(1)

Due to the leaving on age grounds of Dr. Lipps as of December 31, 2012, his stock options remain unaffected by the ending of his service agreement according to the plan terms.

        Based on the targets achieved in fiscal year 2012, performance-based bonuses payable in the form of share-based compensation with cash settlement totalling $2,751 million (2011: $2,306 million) were earned by members of the Management Board. On the basis of that value of the share-based compensation, determination of the specific number of shares will not be made by the Supervisory Board until March 2013, based on the then current price of the ordinary shares of Fresenius Medical Care AG & Co. KGaA. This number will then serve as a multiplier for the share price and as a base for calculation of the payment after the three-year vesting period.

        Phantom stock awards with a total value of $1,607 million (in 2011: $2,172 million) were granted to the Management Board members under the Company's Phantom Stock Plan 2011 in July 2012 as further share-based compensation component with cash settlement.

        The amount of the total compensation of the General Partner's Management Board for fiscal years 2012 and 2011 is shown in the following table:

	Total Compensation
	Cash Compensation (without long-term Incentive components)				Components with long-term Incentive Effect				Total Compensation (including long-term Incentive Components)
	2012		2011		2012		2011		2012		2011
	in thousands				in thousands				in thousands
Dr. Ben Lipps	$	3,484	$	2,954	$	2,129	$	2,411	$	5,613	$	5,365
Michael Brosnan		1,990		1,718		1,089		1,226		3,079		2,944
Roberto Fusté		1,918		1,726		1,053		1,211		2,971		2,937
Dr. Emanuele Gatti		2,251		2,131		1,167		1,293		3,418		3,424
Rice Powell		2,617		2,348		1,664		1,887		4,281		4,235
Dr. Rainer Runte		1,453		1,391		1,035		1,201		2,488		2,592
Kent Wanzek		1,391		1,240		1,035		1,194		2,426		2,434
Total	$	15,104	$	13,508	$	9,172	$	10,423	$	24,276	$	23,931

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        Long-term incentive compensation components, i.e. stock options and share-based compensation components with cash settlement, can be exercised only after the expiration of the specified vesting period. Their value is recognized over the vesting period as expense in the respective fiscal year of the vesting period. Compensation expenses for long-term incentive compensation attributable to fiscal years 2012 and 2011 are shown in the following table:

	Expenses for Long-term Incentive Components
	Stock Options				Share-based Compensation with Cash Settlement				Share-based Compensation
	2012		2011		2012		2011		2012		2011
	in thousands				in thousands				in thousands
Dr. Ben Lipps	$	2,745	$	1,529	$	2,160	$	1,085	$	4,905	$	2,614
Michael Brosnan		397		259		239		133		636		392
Roberto Fusté		492		568		284		175		776		743
Dr. Emanuele Gatti		447		553		602		564		1,049		1,117
Rice Powell		690		698		564		611		1,254		1,309
Dr. Rainer Runte		481		563		242		416		723		979
Kent Wanzek		397		259		211		111		608		370
Total	$	5,649	$	4,429	$	4,302	$	3,095	$	9,951	$	7,524

        The amount of the base salary and the amount of the total compensation of the members of the Management Board in accordance with the requirements of the compensation system have been and will be measured taking into account relevant reference values of other DAX-listed companies and of similar companies with comparable size and performance in the relevant industry sector.

Commitments to Members of the Management Board for the Event of the Termination of their Appointment

        There are individual contractual pension commitments for the Management Board members Roberto Fusté, Dr. Emanuele Gatti and Dr. Rainer Runte. In fiscal year 2012 further individual pension commitments have been made for the Management Board members Michael Brosnan, Rice Powell and Kent Wanzek. Under all of these commitments, Fresenius Medical Care as of December 31, 2012 has aggregate pension obligations of $19.494 million (as of December 31, 2011: $8.768 million).

        Each of the pension commitments provides for a pension and survivor benefit as of the time of conclusively ending active work, at age 65 at the earliest (at age 60 at the earliest with respect to Dr. Emanuele Gatti) or upon occurrence of disability or incapacity to work (Berufs- oder Erwerbsunfähigkeit), calculated by reference to the amount of the recipient's most recent base salary.

        The retirement pension will pay 30% of the last base salary and will increase for each complete year of service by 1.5 percentage points up to a maximum of 45%. Current pensions increase according to legal requirements (Sec. 16 of the German Law to improve company pension plans, "BetrAVG"). Thirty percent of the gross amount of any post-retirement income from an activity of the Management Board member is offset against the pension obligation. Any amounts to which the Management Board members or their surviving dependents, respectively, are entitled from other company pension rights of the Management Board member, even from service agreements with other companies are to be set off. If a Management Board member dies, the surviving spouse receives a pension amounting to 60% of the resulting pension claim at that time. Furthermore, the deceased Management Board member's own legitimate children (leibliche eheliche Kinder) receive an orphan's pension amounting to 20% of the resulting pension claim at that time, until the completion of their education or they reach 25 years of age, at the latest. All orphans' pensions and the spousal pension together reach a maximum of 90% of the Management Board member's pension, however. If a Management Board member leaves the Management Board of Fresenius Medical Care Management AG before he reaches 65 (or in the case of Dr. Gatti 60), except in the event of a disability or incapacity to work (Berufs- oder Erwerbsunfähigkeit), the rights to the aforementioned benefits remain, although the pension to be paid is reduced in proportion to the ratio of the actual years of service as a Management Board member to the potential years of service until reaching 65 (or in the case of Dr. Gatti 60) years of age.

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        With Dr. Ben Lipps, the Chairman of the Management Board until December 31, 2012, there is an individual agreement instead of a pension provision, to the effect that, upon termination of his employment contract/service agreement with Fresenius Medical Care Management AG, he will be retained to render consulting services to the Company for a period of 10 years. Accordingly Fresenius Medical Care Management AG and Dr. Ben Lipps entered into a consulting agreement for the period January 1, 2013 to December 31, 2022. By this consulting agreement Dr. Ben Lipps will provide consulting services on certain fields and within a specified time frame as well as considering a non-compete covenant. The annual consideration for the fiscal year 2013 for such services would amount to approximately 45% of the non-performance-linked compensation components paid to him in fiscal year 2012 (including reimbursement of expenses, temporary reimbursement of expenses for property leases, company car provided temporarily as well as pension payments for the surviving spouse in case of death). Based on calculation at this time the annual value for such services for the fiscal years starting from 2014 will be reduced down to approximately 40% of the non-performance-linked compensation components paid to him in fiscal year 2012. The present value of this agreement amounted to $5,261 million as of December 31, 2012.

        Management Board members Rice Powell, Michael Brosnan and Kent Wanzek participated in the U.S.-based 401(k) savings plan in the year under review. This plan generally allows employees in the U.S. to invest a portion of their gross salaries in retirement pension programs. The Company supports this investment, for full-time employees with at least one year of service, with a contribution of 50% of the investment made, up to a limit of 6% of income – whereupon the allowance paid by the Company is limited to 3% of the income – or a maximum of $17,000 ($22,500 for employees 50 years of age or older). The aforementioned Management Board members were each contractually enabled to participate in this plan; in the past fiscal year the Company paid out $9.24 million (in the previous year: $9.31 million) respectively in this regard.

        Furthermore, Dr. Ben Lipps and the Management Board members Rice Powell and Michael Brosnan have acquired non-forfeitable benefits from participation in an employee pension plan of Fresenius Medical Care North America, which provide payment of pensions as of the age of 65 and the payment of reduced benefits as of the age of 55. In March 2002, the rights to receive benefits from the pension plans were frozen at the level then applicable.

        Additions to pension obligations in fiscal year 2012 amounted to $10.893 million (2011: $1.033 million). The pension commitments are shown in the following table:

	Development and status of pension commitments
	As of January 1, 2012		increase		As of December 31, 2012
	in thousands
Dr. Ben Lipps	$	839	$	120	$	959
Michael Brosnan		89		1,653		1,742
Roberto Fusté		2,759		1,219		3,978
Dr. Emanuele Gatti		4,878		1,719		6,597
Rice Powell		170		4,878		5,048
Dr. Rainer Runte		1,131		541		1,672
Kent Wanzek		—		763		763
Total	$	9,866	$	10,893	$	20,759

        A post-employment non-competition covenant was agreed upon with all Management Board members. If such covenant becomes applicable, the Management Board members receive compensation amounting to half their annual base salaries for each year of respective application of the non-competition covenant, up to a maximum of two years. The employment contracts of the Management Board members contain no express provisions that are triggered by a change of control of the Company.

        All members of the Management Board have received individual contractual commitments for the continuation of their compensation in cases of sickness for a maximum of 12 months, although after six months of sick leave, insurance benefits may be set off against such payments. If a Management Board member dies, the surviving dependent will be paid three more monthly installments after the month of death, not to exceed, however, the amount due between the time of death and the scheduled expiration of the agreement.

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Miscellaneous

        In fiscal year 2012, no loans or advance payments of future compensation components were made to members of the Management Board of Fresenius Medical Care Management AG.

        The payments to Dr. Ben Lipps and the Management Board members Michael Brosnan and Kent Wanzek were paid in part in the U.S. (USD) and in part in Germany (EUR). For the part paid in Germany, the Company has agreed that due to varying tax rates in both countries, such Management Board members will be compensated for the increased tax burden arising from German tax rates (net compensation) in comparison to US tax rates. Pursuant to a modified net compensation agreement, these Management Board members will be treated as if they were taxed at US tax rates only. Therefore the gross amounts may be retroactively changed. Since the actual tax burden can only be calculated in connection with preparation of the Board members' tax returns, subsequent adjustments may have to be made, which will then be retroactively covered in future compensation reports.

        To the extent permitted by law, Fresenius Medical Care Management AG undertook to indemnify the members of the Management Board from claims against them arising out of their work for the Company and its affiliates, if such claims exceed their liability under German law. To secure such obligations, the Company has obtained directors & officers liability insurance carrying a deductable which complies with the requirements of the German Stock Corporation Act. The indemnity applies for the time in which each member of the Management Board is in office and for claims in this connection after termination of membership on the Management Board in each case.

        Former members of the Management Board did not receive any compensation in fiscal year 2012 other than that mentioned above under "Commitments to Members of the Management Board for the Event of the Termination of their Appointment". As of December 31, 2012 pension obligations to former Board members exist in an amount of $852,000 (2011: $646,000).

Compensation of the Supervisory Board of Fresenius Medical Care & Co. KGaA and Supervisory Board of Management AG

        The compensation of the FMC-AG & Co. KGaA Supervisory Board is set out in clause 13 of the Articles of Association.

        In accordance with this provision, the members of the Supervisory Board are to be reimbursed for the expenses incurred in the exercise of their offices, which also include the applicable VAT.

        As compensation, each Supervisory Board member receives in the first instance a fixed salary of $80,000 per respective complete fiscal year, payable in four equal instalments at the end of a calendar quarter. Should the General Meeting resolve on a higher compensation, with a majority of three-fourths of the votes cast and taking the annual results into account, such compensation shall apply.

        The chairman of the Supervisory Board receives additional compensation of $80,000 and his deputy additional compensation of $40,000 per respective complete fiscal year. In addition, each member of the Supervisory Board shall also receive as a variable performance-related compensation component an additional remuneration which is based upon the respective average growth of earnings per share of the Company (EPS) during the period of the last three fiscal years prior to the payment date (3-year average EPS growth). The amount of the variable remuneration component is $60,000 in case of achieving a 3-year average EPS growth corridor from 8.00 to 8.99%, $70,000 in the corridor from 9.00 to 9.99% and $80,000 in case of a growth of 10.00% or more. If the aforementioned targets are reached, the respective variable remuneration amounts are earned to their full extent, i.e. within these margins there is no pro rata remuneration. In any case, this variable component is limited to a maximum of $80,000 per annum. Reciprocally, the members of the supervisory board are only entitled to the variable remuneration component if the 3 year average EPS growth of at least 8.00% is reached. The variable remuneration component, based on the target achievement, is in principle disbursed on a yearly basis, namely following approval of the Company's annual financial statements, this for the fiscal year 2012 based on the 3-year average EPS growth for the fiscal years 2010, 2011 and 2012.

        As a member of a committee, a Supervisory Board member of FMC-AG & Co. KGaA additionally annually receives $40,000, or, as chairman or vice chairman of a committee, $60,000 or $50,000, respectively payable in identical instalments at the end of a calendar quarter. For memberships in the

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Nomination Committee and in the Joint Committee as well as in the capacity of their respective chairmen and deputy chairmen, no separate remuneration shall be granted.

        Should a member of the FMC-AG & Co. KGaA Supervisory Board be a member of the Supervisory Board of the General Partner Fresenius Medical Care Management AG at the same time, and receive compensation for his work on the Supervisory Board of Fresenius Medical Care Management AG, the compensation for the work as a FMC-AG & Co. KGaA Supervisory Board member shall be reduced by half. The same applies to the additional compensation for the chairman of the FMC-AG & Co. KGaA Supervisory Board and his deputy, to the extent that they are at the same time chairman and deputy, respectively, of the Supervisory Board of Fresenius Medical Care Management AG. If the deputy chairman of the FMC-AG & Co. KGaA Supervisory Board is at the same time chairman of the Supervisory Board at Fresenius Medical Care Management AG, he shall receive no additional compensation for his work as deputy chairman of the FMC-AG & Co. KGaA Supervisory Board to this extent.

        The compensation for the Supervisory Board of Fresenius Medical Care Management AG and the compensation for its committees were charged to FMC-AG & Co. KGaA in accordance with section 7 paragraph 3 of the Articles of Association of FMC-AG & Co. KGaA.

        The total compensation of the Supervisory Board of FMC-AG & Co. KGaA including the amount charged by Fresenius Medical Care Management AG to FMC-AG & Co. KGaA, is listed in the following tables, with the table immediately positioned hereinafter displaying the fixed compensation, whilst the subsequent table sets out the performance related compensation:

	Fixed compensation for Supervisory Board at FMC Management AG				Fixed compensation for Supervisory Board at FMC-AG & Co. KGaA				Compensation for committee services at FMC Management AG				Compensation for committee services at FMC-AG & Co. KGaA				Non-Performance Related Compensation
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
	in thousand				in thousand				in thousand				in thousand				in thousand
Dr. Gerd Krick	$	40	$	40	$	120	$	120	$	60	$	60	$	40	$	40	$	260	$	260
Dr. Dieter Schenk		60		60		60		60		50		50		—		—		170		170
Dr. Ulf M. Schneider(2)		160		160		—		—		70		70		—		—		230		230
Dr. Walter L. Weisman		40		40		40		40		50		50		60		60		190		190
John Gerhard Kringel(3)		—		20		0		15		—		30		—		—		—		65
William P. Johnston		40		40		40		40		120		120		40		40		240		240
Prof. Dr. Bernd Fahrholz(4)		—		—		80		80		—		—		50		45		130		125
Rolf A. Classon(5)		40		20		40		31		60		30		—		—		140		81
Total	$	380	$	380	$	380	$	386	$	410	$	410	$	190	$	185	$	1,360	$	1,361

(1)

Shown without VAT and withholding tax

(2)

Chairman of the supervisory board of FMC Management AG, but not member of the supervisory board of FMC-AG & Co. KGaA; compensation paid by FMC Management AG

(3)

Member of the supervisory board of FMC-AG & Co. KGaA until May 12, 2011, Member of the supervisory board and Member of committee of FMC Management AG until July 7, 2011

(4)

Member of the supervisory board of FMC-AG & Co. KGaA, but not member of the supervisory board of FMC Management AG; compensation paid by FMC-AG & Co. KGaA

(5)

Member of the supervisory board of FMC-AG & Co. KGaA as of May 12, 2011, Member of the supervisory board of FMC Management AG as of July 7, 2011

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	Performance Related Compensation in FMC Management AG				Performance Related Compensation in FMC-AG & KGaA				Performance Related Compensation				Total compensation
	2012		2011		2012		2011		2012		2011		2012		2011
	in thousand				in thousand				in thousand				in thousands
Dr. Gerd Krick	$	35	$	30	$	35	$	30	$	70	$	60	$	330	$	320
Dr. Dieter Schenk		35		30		35		30		70		60		240		230
Dr. Ulf M. Schneider(1)		70		60		—		—		70		60		300		290
Dr. Walter L. Weisman		35		30		35		30		70		60		260		250
John Gerhard Kringel(2),(3)		—		20		—		11		—		31		—		96
William P. Johnston		35		30		35		30		70		60		310		300
Prof. Dr. Bernd Fahrholz(4)		—		—		70		60		70		60		200		185
Rolf A. Classon(5),(6)		35		15		35		24		70		39		210		120
Total	$	245	$	215	$	245	$	215	$	490	$	430	$	1,850	$	1,791

(1)

Chairman of the supervisory board of FMC Management AG, but not member of the supervisory board of FMC-AG & Co. KGaA

(2)

Member of the supervisory board of FMC-AG & Co. KGaA until May 12, 2011 and of FMC Management AG until July 7, 2011

(3)

Amount for the year 2011 reflects the factual payment made in the reporting year, including a surplus payment (compared to the last annual report), which results from the non simultaneous retirement from both supervisory boards

(4)

Member of the supervisory board of FMC-AG & Co. KGaA, but not member of the supervisory board of FMC Management AG

(5)

Member of the supervisory board of FMC-AG & Co. KGaA as of May 12, 2011 and of FMC Management AG as of July 7, 2011

(6)

Amount for the year 2011 reflects the factual payment made in the reporting year, including a surplus payment (compared to the last annual report), which results from the non simultaneous appointment to both supervisory boards

C.    Board Practices

        For information relating to the terms of office of the Management Board and the supervisory board of the General Partner, Management AG, and of the Supervisory Board of FMC-AG & Co. KGaA, and the periods in which the members of those bodies have served in office, see Item 6.A, "Directors, Senior Management and Employees – Directors and Senior Management," above. For information regarding certain compensation payable to certain members of the General Partner's Management Board after termination of employment, see Item 6.B, "Directors, Senior Management and Employees – Compensation – Commitments to Members of Management for the Event of the Termination of their Employment" above. Determination of the compensation system and of the compensation to be granted to the members of the Management Board is made by the full supervisory board of Management AG. It is assisted in these matters, particularly evaluation and assessment of the compensation of the members of the General Partner's management board, by the Human Resources Committee of the General Partner's supervisory board, the members of which are Dr. Ulf M. Schneider (Chairman), Dr. Gerd Krick (Vice Chairman), Mr. William P. Johnston and Dr. Walter L. Weisman. In 2012, the Audit and Corporate Governance Committee of FMC-AG & Co. KGaA consisted of Dr. Walter L. Weisman (Chairman), Prof. Dr. Bernd Fahrholz (Vice Chairman), Dr. Gerd Krick and Mr. William P. Johnston, all of whom are independent directors for purposes of SEC Rule 10A-3. The primary function of the Audit and Corporate Governance Committee is to assist FMC-AG & Co. KGaA's supervisory board in fulfilling its oversight responsibilities, primarily through:

•

overseeing management's conduct of our financial reporting process and the internal accounting and financial control systems and auditing of our financial statements;

•

monitoring our internal controls risk program;

•

monitoring our corporate governance performance according to the German corporate governance codex;

•

monitoring the independence and performance of our outside auditors;

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•

providing an avenue of communication among the outside auditors, management and the Supervisory Board;

•

reviewing the report of our General Partner on relations with related parties and for reporting to the overall Supervisory Board thereon;

•

reviewing the report of our General Partner on relations with related parties and for reporting to the overall supervisory board thereon;

•

recommending to the Supervisory Board a candidate as independent auditors to audit our German statutory financial statements (to be proposed by the Supervisory Board for approval by our shareholders at our Annual General Meeting) and approval of their fees;

•

retaining the services of our independent auditors to audit our U.S. GAAP financial statements and approval of their fees; and

•

pre-approval of all audit and non-audit services performed by KPMG, our independent auditors.

        In connection with the settlement of the shareholder proceedings contesting the resolutions of the Extraordinary General Meeting ("EGM") held August 30, 2005 that approved the transformation, the conversion of our preference shares into ordinary shares and related matters, we established a joint committee (the "Joint Committee") (gemeinsamer Ausschuss) of the supervisory boards of Management AG and FMC-AG & Co. KGaA consisting of two members designated by each supervisory board to advise and decide on certain extraordinary management measures, including:

•

transactions between us and Fresenius SE with a value in excess of 0.25% of our consolidated revenue, and

•

acquisitions and sales of significant participations and parts of our business, the spin-off of significant parts of our business, initial public offerings of significant subsidiaries and similar matters. A matter is "significant" for purposes of this approval requirement if 40% of our consolidated revenues, our consolidated balance sheet total assets or consolidated profits, determined by reference to the arithmetic average of the said amounts shown in our audited consolidated accounts for the previous three fiscal years, are affected by the matter.

        Furthermore, a nomination committee prepares candidate proposals for the supervisory board and suggests suitable candidates to supervisory board and for its nomination prospects to the General Meeting. In 2012, the nomination committee consisted of Dr. Gerd Krick (Chairman), Dr. Walter L. Weisman, Dr. Dieter Schenk.

        The supervisory board of our General Partner, Management AG, is supported by a Regulatory and Reimbursement Assessment Committee (the "RRAC") whose members in 2011 were Mr. William P. Johnston (Chairman), Mr. Rolf A. Classon (Vice-Chairman) and Dr. Dieter Schenk. The primary function of the RRAC is to assist and to represent the board in fulfilling its responsibilities, primarily through assessing the Company's affairs in the area of its regulatory obligations and reimbursement structures for dialysis services. In the United States, these reimbursement regulations are mandated by the HHS and CMS for dialysis services. Similar regulatory agencies exist country by country in the International regions to address the conditions for payment of dialysis treatments. Furthermore, the supervisory board of Management AG has its own nomination committee, which consisted of Dr. Ulf. M. Schneider (Chairman), Dr. Gerd Krick and Dr. Walter L. Weisman in 2012.

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D.    Employees

        At December 31, 2012, we had 86,153 employees (full-time equivalents) as compared to 79,159 at December 31, 2011, and 73,452 at December 31, 2010. The 8.8% increase in 2012 was mainly due to the overall growth in our business and acquisitions. The following table shows the number of employees by our major category of activities for the last three fiscal years.

	2012		2011		2010
North America
Dialysis Care		42,767		37,584		36,488
Dialysis Products		8,422		7,904		7,557
		51,189		45,488		44,045
International
Dialysis Care		23,529		22,787		19,647
Dialysis Products		11,240		10,697		9,584
		34,769		33,484		29,231
Corporate		195		187		176
Total Company		86,153		79,159		73,452

        We are members of the Chemical Industry Employers Association for most sites in Germany and we are bound by union agreements negotiated with the respective union representatives. We generally apply the principles of the association and the related union agreements for those sites where we are not members. We are also party to additional shop agreements negotiated with works councils at individual facilities that relate to those facilities. In addition, approximately 3% of our U.S. employees are covered by collective bargaining agreements. During the last three fiscal years, we have not suffered any labor-related work disruptions.

E.    Share ownership

        As of December 31, 2012, no member of the Supervisory Board or the Management Board beneficially owned 1% or more of our outstanding Ordinary shares or our outstanding Preference shares. At December 31, 2012, Management Board members of the General Partner held options to acquire 2,201,205 ordinary shares of which options to purchase 1,160,385 ordinary shares were exercisable at a weighted average exercise price of €31.28 ($41.27). See Item 6.B, "Directors, Senior Management and Employees – Compensation". Those options expire at various dates between 2013 and 2020.

Options to Purchase Our Securities

Stock Option and Other Share Based Plans

Fresenius Medical Care AG & Co. KGaA Long Term Incentive Program 2011

        On May 12, 2011, the FMC-AG & Co. KGaA Stock Option Plan 2011 ("2011 SOP") was established by resolution of the AGM. The 2011 SOP, together with the Phantom Stock Plan 2011, which was established by resolution of the General Partner's management and supervisory boards, forms the Company's Long Term Incentive Program 2011 ("2011 LTIP"). Under the 2011 LTIP, participants will be granted awards, which will consist of a combination of stock options and phantom stock. Awards under the 2011 LTIP will be granted over a five-year period and can be granted on the last Monday in July and/or the first Monday in December each year. Prior to the respective grant, the participants will be able to choose how much of the granted value is granted in the form of stock options and phantom stock in a predefined range of 75:25 to 50:50, stock options v. phantom stock. The amount of phantom stock that plan participants may choose to receive instead of stock options within the aforementioned predefined range is determined on the basis of a fair value assessment pursuant to a binomial model. With respect to grants made in July, this fair value assessment will be conducted on the day following the AGM and with respect to the grants made in December, on the first Monday in October.

        Members of the Management Board of the General Partner, members of the management boards of the Company's affiliated companies and the managerial staff members of the Company and of certain affiliated companies are entitled to participate in the 2011 LTIP. With respect to participants who are members of the General Partner's Management Board, the General Partner's supervisory board has sole

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authority to grant awards and exercise other decision making powers under the 2011 LTIP (including decisions regarding certain adjustments and forfeitures). The General Partner has such authority with respect to all other participants in the 2011 LTIP.

        The awards under the 2011 LTIP are subject to a four-year vesting period. The vesting of the awards granted is subject to achievement of performance targets measured over a four-year period beginning with the first day of the year of the grant. For each such year, the performance target is achieved if the Company's adjusted basic income per ordinary share ("Adjusted EPS"), as calculated in accordance with the 2011 LTIP, increases by at least 8% year over year during the vesting period or, if this is not the case, the compounded annual growth rate of the Adjusted EPS reflects an increase of at least 8% per year of the Adjusted EPS during the four-year vesting period. At the end of the vesting period, one-fourth of the awards granted is forfeited for each year in which the performance target is not achieved. All awards are considered vested if the compounded annual growth rate of the Adjusted EPS reflects an increase of at least 8% per year during the four-year vesting period. Vesting of the portion or portions of a grant for a year or years in which the performance target is met does not occur until completion of the four-year vesting period.

        The 2011 LTIP was established with a conditional capital increase up to €12,000,000 subject to the issue of up to twelve million non-par value bearer ordinary shares with a nominal value of €1.00, each of which can be exercised to obtain one ordinary share. Of these twelve million shares, up to two million stock options are designated for members of the Management Board of the General Partner, up to two and a half million stock options are designated for members of management boards of direct or indirect subsidiaries of the Company and up to seven and a half million stock options are designated for managerial staff members of the Company and such subsidiaries. The Company may issue new shares to fulfill the stock option obligations or the Company may issue shares that it has acquired or which the Company itself has in its own possession.

        The exercise price of stock options granted under the 2011 LTIP shall be the average stock exchange price on the Frankfurt Stock Exchange of the Company's ordinary shares during the 30 calendar days immediately prior to each grant date. Stock options granted under the 2011 LTIP have an eight-year term and can be exercised only after a four-year vesting period. Stock options granted under the 2011 LTIP to US participants are non-qualified stock options under the United States Internal Revenue Code of 1986, as amended. Options under the 2011 LTIP are not transferable by a participant or a participant's heirs, and may not be pledged, assigned, or disposed of otherwise.

        Phantom stock under the 2011 LTIP entitles the holders to receive payment in Euro from the Company upon exercise of the phantom stock. The payment per phantom share in lieu of the issuance of such stock shall be based upon the stock exchange price on the Frankfurt Stock Exchange of one of the Company's Ordinary shares on the exercise date. Phantom stock will have a five-year term and can be exercised only after a four-year vesting period, beginning with the grant date. For participants who are U.S. tax payers, the phantom stock is deemed to be exercised in any event in the March following the end of the vesting period.

Incentive plan

        In 2012, Management Board members were eligible for performance – related compensation that depended upon achievement of targets. The targets are measured by reference to operating profit margin, growth of group-wide after-tax earnings (EAT growth) as well as the development of free cash flow (cash flow before acquisitions), and are derived from the comparison of targeted and actually achieved current year figures. Targets are divided into Group level targets and those to be achieved in individual regions.

        The bonus for fiscal year 2012 will consist proportionately of a cash component and a share-based component which will be paid in cash. Upon meeting the annual targets, the cash component will be paid after the end of 2012. The share-based component is subject to a three-year vesting period, although a shorter period may apply in special cases. The amount of cash payment relating to the share-based component will correspond to the share price of FMC-AG & Co. KGaA ordinary shares upon exercise after the three-year vesting period. The amount of the achievable bonus for each of the members of the Management Board is capped.

        In 2006, Management AG adopted a three-year performance related compensation plan for fiscal years 2008, 2007 and 2006, for the members of its Management Board in the form of a variable bonus. A special bonus component (award) for some of the management board members consisted in equal parts of

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cash payments and a share-based compensation based on development of the share price of FMC-AG & Co. KGaA's ordinary shares. The amount of the award in each case depended on the achievement of certain performance targets. The targets were measured by reference to revenue growth, operating income, consolidated net income, and cash flow development. Annual targets have been achieved and the cash portion of the award has been paid after the end of the respective fiscal year. The share-based compensation portion of the award has been granted but subject to a three-year vesting period beginning after the respective fiscal year in which the target has been met and is amortized over the same three-year vesting period. The payment of the share-based compensation portion corresponds to the share price of FMC-AG & Co. KGaA's ordinary shares on exercise, i.e. at the end of the vesting period, and was also made in cash. The share-based compensation was revalued each reporting period during the vesting period to reflect the market value of the stock as of the reporting date with any changes in value recorded in the reporting period. This plan was fully utilized at the end of 2011.

        The share-based compensation incurred under these plans for years 2012, 2011 and 2010 was $2.8 million, $2.3 million and $2.6 million, respectively.

Fresenius Medical Care AG & Co. KGaA Stock Option Plan 2006 and prior plans

        On May 9, 2006, as amended on May 15, 2007 for a three-for-one share split (the "Share Split"), the FMC-AG & Co. KGaA Stock Option Plan 2006 (the "Amended 2006 Plan") was established by resolution of our AGM with a conditional capital increase up to €15,000,000 subject to the issue of up to fifteen million no par value bearer ordinary shares with a nominal value of €1.00 each. Under the Amended 2006 Plan, up to fifteen million options can be issued, each of which can be exercised to obtain one ordinary share, with up to three million options designated for members of the management board, up to three million options designated for members of management boards of direct or indirect subsidiaries of the Company and up to nine million options designated for managerial staff members of the Company and such subsidiaries. With respect to participants who are members of the Management Board, the General Partner's supervisory board has sole authority to grant stock options and exercise other decision making powers under the Amended 2006 Plan (including decisions regarding certain adjustments and forfeitures). The Management Board has such authority with respect to all other participants in the Amended 2006 Plan.

        Options under the Amended 2006 Plan were granted the last Monday in July and/or the first Monday in December. The exercise price of options granted under the Amended 2006 Plan shall be the average closing price on the Frankfurt Stock Exchange of our ordinary shares during the 30 calendar days immediately prior to each grant date. Options granted under the Amended 2006 Plan have a seven-year term but can be exercised only after a three-year vesting period. The vesting of options granted is subject to achievement of performance targets, measured over a three-year period from the grant date. For each such year, the performance target is achieved if our adjusted basic income per ordinary share ("EPS"), as calculated in accordance with the Amended 2006 Plan, increases by at least 8% year over year during the vesting period, beginning with EPS for the year of grant as compared to EPS for the year preceding such grant. Calculation of EPS under the Amended 2006 Plan excludes, among other items, the costs of the transformation of our legal form to a KGaA and the conversion of preference shares into ordinary shares. For each grant, one-third of the options granted are forfeited for each year in which EPS does not meet or exceed the 8% target. The performance targets for 2012, 2011, and 2010 were met but the options that vested will not be exercisable until expiration of the full 3-year vesting period of each year's grants. Vesting of the portion or portions of a grant for a year or years in which the performance target is met does not occur until completion of the entire three-year vesting period. The last grant under the Amended 2006 Plan took place on December 6, 2010. No further grants are possible under the Amended 2006 Plan. For information regarding options granted to each member of the Management Board, see Item 6.B, "– Compensation of the Management Board" above.

        Options granted under the Amended 2006 Plan to U.S. participants are non-qualified stock options under the United States Internal Revenue Code of 1986, as amended. Options under the Amended 2006 Plan are not transferable by a participant or a participant's heirs, and may not be pledged, assigned, or otherwise disposed of.

        At December 31, 2012, we had awards outstanding under the terms of various prior stock-based compensation plans, including the 2001 plan. Under the 2001 plan, convertible bonds with a principal of up to €10,240,000 were issued to the members of the Management Board and other employees of the Company representing grants for up to 4 million non-voting Preference shares. Following the Share Split,

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the convertible bonds have a par value of €0.85 and bear interest at a rate of 5.5%. Except for the members of the Management Board, eligible employees were able to purchase the bonds by issuing a non-recourse note with terms corresponding to the terms of and secured by the bond. We have the right to offset our obligation on a bond against the employee's obligation on the related note; therefore, the convertible bond obligations and employee note receivables represent stock options we issued and are not reflected in the consolidated financial statements. The options expire in ten years and one third of each grant can be exercised beginning after two, three or four years from the date of the grant. Bonds issued to Board members who did not issue a note to us are recognized as a liability on our balance sheet.

        Upon issuance of the option, the employees had the right to choose options with or without a stock price target. The conversion price of options subject to a stock price target becomes the stock exchange quoted price of the ordinary shares upon the first time the stock exchange quoted price exceeds the initial value by at least 25%. The initial value ("Initial Value") is the average price of the shares during the last 30 trading days prior to the date of grant. In the case of options not subject to a stock price target, the number of convertible bonds awarded to the eligible employee would be 15% less than if the employee elected options subject to the stock price target. The conversion price of the options without a stock price target is the Initial Value, as adjusted in accordance to the Share Split. Each option entitles the holder thereof, upon payment the respective conversion price, to acquire one ordinary share. Up to 20% of the total amount available for the issuance of awards under the 2001 plan could be issued each year through May 22, 2006. Effective May 2006, no further grants could be issued under the 2001 plan.

        At December 31, 2012, the Management Board members held 2,201,205 stock options for Ordinary shares and employees of the Company held 8,945,561 stock options for ordinary shares with an average remaining contractual life of 4.65 years and 37,656 stock options for preference shares with an average remaining contractual life of 1.89 years with 37,656 exercisable preference options at a weighted average exercise price of $25.41 and 4,388,927 exercisable ordinary options at a weighted average exercise price of $41.25.

Item 7.    Major Shareholders and Related Party Transactions

A.    Major Shareholders

Security Ownership of Certain Beneficial Owners of Fresenius Medical Care

        Our outstanding share capital consists of ordinary shares and non-voting preference shares both issued only in bearer form. Accordingly, unless we receive information regarding acquisitions of our shares through a filing with the Securities and Exchange Commission or through the German statutory requirements referred to below, or except as described below with respect to our shares held in American Depository Receipt ("ADR") form, we face difficulties precisely determining who our shareholders are at any specified time or how many shares any particular shareholder owns. Because we are a foreign private issuer under the rules of the Securities and Exchange Commission, our directors and officers are not required to report their ownership of our equity securities or their transactions in our equity securities pursuant to Section 16 of the Securities and Exchange Act of 1934. However, persons who become "beneficial owners" of more than 5% of our ordinary shares are required to report their beneficial ownership pursuant to Section 13(d) of the Securities and Exchange Act of 1934. In addition, under the German Securities Trading Act (Wertpapierhandelsgesetz or "WpHG"), persons who discharge managerial responsibilities within an issuer of shares are obliged to notify the issuer and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or "BaFin") of their own transactions in shares of the issuer. This obligation also applies to persons who are closely associated with the persons discharging managerial responsibility. Additionally, holders of voting securities of a German company listed on the regulated market (Regulierter Markt) of a German stock exchange or a corresponding trading segment of a stock exchange within the European Union are obligated to notify the company of the level of their holding whenever such holding reaches, exceeds or falls below certain thresholds, which have been set at 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of a company's outstanding voting rights. Such notification obligations will also apply to other financial instruments that result in an entitlement to acquire shares or that causes the hedging of shares (excluding the 3% threshold).

        We have been informed that as of February 18, 2013, Fresenius SE owned 94,380,382, approximately 31.2%, of our ordinary shares. In August 2008, a subsidiary of Fresenius SE issued Mandatorily Exchangeable Bonds in the aggregate principal amount of €554,000. These matured on August 14, 2011 when they were mandatorily exchangeable into ordinary shares of the Company. Upon maturity, Fresenius SE delivered 15,722,644 of the Company's ordinary shares to the bond holders. As a result, Fresenius SE's

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holding of the Company's ordinary shares decreased to 30.3%. On November 16, 2011, Fresenius SE announced its plan to increase its voting interest in the Company through the purchase of approximately 3.5 million of the Company's ordinary shares. On March 1, 2012, Fresenius SE stated that it had completed the acquisition of the 3.5 million ordinary Shares. The following schedule illustrates the latest threshold notifications furnished to us by third parties pursuant to the German Securities Trading Act:

Voting Rights Notifications (Last Reported Status)

Notifiying party	Date of reaching, exceeding or falling bellow	Reporting threshold	Attribution pursuant to Section 22 WpHG	Percentage of voting rights		Number of voting rights
BlackRock Financial Management, Inc., New York, USA	September 18, 2012	5% Exceeding	Section 22 (1) sentence 1 No. 6 as well as (1) sentence 2		5.002		15,105,551
BlackRock Holdco 2, Inc., Wilmington, USA	September 18, 2012	5% Exceeding	Section 22 (1) sentence 1 No. 6 as well as (1) sentence 2		5.002		15,105,551
BlackRock Advisors Holdings, Inc., New York, USA	November 6, 2012	3% Falling below	Section 22 (1) sentence 1 No. 6 as well as (1) sentence 2		2.990		9,042,891
BlackRock, Inc., New York, USA	December 19, 2012	5% Falling below	Section 22 (1) sentence 1 No. 6 as well as (1) sentence 2		4.970		15,017,045
Thornburg Investment Management, Inc., Santa Fé, USA	February 6, 2013	5% Exceeding	Section 22 (1) sentence 1 No. 6 as well as (1) sentence 2		5.003		15,147,822
Mr. Garrett Thornburg, USA	February 6, 2013	5% Exceeding	Section 22 (1) sentence 1 No. 6 as well as (1) sentence 2		5.003		15,147,822

        All of our ordinary shares have the same voting rights. However, as the sole shareholder of our General Partner, Fresenius SE is barred from voting its ordinary shares on certain matters. See Item 16.G, "Corporate Governance – Supervisory Board."

        Bank of New York Mellon, our ADR depositary, informed us, that as of December 31, 2012, after giving effect to the two-for-one split of our ADSs, 30,800,448 ordinary ADSs, each representing one half of an ordinary share, were held of record by 3,951 U.S. holders and there were 164,860 preference ADSs, each representing one half of a preference share, held of record by 1 U.S. holder. For more information regarding ADRs and ADSs see Item 10.B, "Memorandum and Articles of Association – Description of American Depositary Receipts."

Security Ownership of Certain Beneficial Owners of Fresenius SE

        Fresenius SE's share capital consists solely of ordinary shares, issued only in bearer form. Accordingly, Fresenius SE has difficulties precisely determining who its shareholders are at any specified time or how many shares any particular shareholder owns. However, under the German Securities Trading Act, holders of voting securities of a German company listed on the regulated market (Regulierter Markt) of a German stock exchange or a corresponding trading segment of a stock exchange within the European Union are obligated to notify the company of certain levels of holdings, as described above.

        The Else-Kröner-Fresenius Stiftung is the sole shareholder of Fresenius Management SE, the general partner of Fresenius SE, and has sole power to elect the supervisory board of Fresenius Management SE. In addition, based on the most recent information available, Else-Kröner-Fresenius Stiftung owns approximately 27.1% of the Fresenius SE ordinary shares. See Item 7.B, "Related party transactions – Other interests," below. According to the last information received from Allianz SE, they hold, indirectly, approximately 4.26% of the Fresenius SE ordinary shares.

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B.    Related party transactions

        In connection with the formation of FMC-AG & Co. KGaA, and the combination of the dialysis businesses of Fresenius SE and W.R. Grace & Co. in 1996, Fresenius SE and its affiliates and FMC-AG & Co. KGaA and its affiliates entered into several agreements for the purpose of giving effect to the Merger and defining our ongoing relationship. Fresenius SE and W.R. Grace & Co. negotiated these agreements. The information below summarizes the material aspects of certain agreements, arrangements and transactions between FMC-AG & Co. KGaA and Fresenius SE and their affiliates. The following descriptions are not complete and are qualified in their entirety by reference to those agreements, which have been filed with the Securities and Exchange Commission and the New York Stock Exchange. We believe that the leases, the supply agreements and the service agreements are no less favorable to us and no more favorable to Fresenius SE than would have been obtained in arm's-length bargaining between independent parties. The trademark and other intellectual property agreements summarized below were negotiated by Fresenius SE and W.R. Grace & Co., and, taken independently, are not necessarily indicative of market terms.

        Dr. Gerd Krick, Chairman of our Supervisory Board, is also a member of the supervisory board of our General Partner as well as Chairman of the supervisory board of Fresenius SE and Chairman of the supervisory board of its general partner, Fresenius Management SE. Dr. Dieter Schenk, Vice Chairman of the supervisory board of our General Partner and of the Supervisory Board of FMC-AG & Co. KGaA, is also Vice Chairman of the Supervisory Board of Fresenius Management SE, and Dr. Ulf M. Schneider, Chairman of the supervisory board of our General Partner and a former member of the Management Board of FMC-AG & Co. KGaA, is Chairman of the management board of Fresenius Management SE. Dr. Ben J. Lipps, CEO of the Management Board of our General Partner until December 31, 2012, was also member of the management board of the general partner of Fresenius SE. Mr. Rolf A. Classon, Dr. Walter L. Weisman and Mr. William P. Johnston are members of both our Supervisory Board and our general partner's Supervisory Board.

        In the discussion below regarding our contractual and other relationships with Fresenius SE:

•

the term "we (or us) and our affiliates" refers only to FMC-AG & Co. KGaA and its subsidiaries; and

•

the term "Fresenius SE and its affiliates" refers only to Fresenius SE and affiliates of Fresenius SE other than FMC-AG & Co. KGaA and its subsidiaries.

Real Property Lease

        We did not acquire the land and buildings in Germany that Fresenius Worldwide Dialysis used when we were formed in 1996. Fresenius SE or its affiliates have leased part of the real property to us, directly, and transferred the remainder of that real property to two limited partnerships. Fresenius SE is the sole limited partner of each partnership, and the sole shareholder of the general partner of each partnership. These limited partnerships, as landlords, have leased the properties to us and to our affiliates, as applicable, for use in our respective businesses. The aggregate annual rent payable by us under these leases is approximately €19.6 million, which was approximately $25.2 million as of December 31, 2012, exclusive of maintenance and other costs, and is subject to escalation, based upon development of the German consumer-price-index determined by the Federal Statistical Office (Statistisches Bundesamt). The leases for manufacturing facilities have a ten-year term, followed by two successive optional renewal terms of ten years each at our election. The leases for the other facilities have a term of ten years. The current option period for the lease agreements is set to expire in 2016. Based upon an appraisal, we believe that the rents under the leases represent fair market value for such properties. For information with respect to our principal properties in Germany, see "Item 4.D. Property, plants and equipment."

Trademarks

        Fresenius SE continues to own the name and mark "Fresenius" and its "F" logo. Fresenius SE and Fresenius Medical Care Deutschland GmbH, one of our German subsidiaries, have entered into agreements containing the following provisions. Fresenius SE has granted to our German subsidiary, for our benefit and that of our affiliates, an exclusive, worldwide, royalty-free, perpetual license to use "Fresenius Medical Care" in our company names, and to use the Fresenius marks, including some combination marks containing the Fresenius name that were used by the worldwide dialysis business of Fresenius SE, and the "Fresenius Medical Care" name as a trade name, in all aspects of the renal business.

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Our German subsidiary, for our benefit and that of our affiliates, has also been granted a worldwide, royalty-free, perpetual license:

•

to use the "Fresenius Medical Care" mark in the then current National Medical Care non-renal business if it is used as part of "Fresenius Medical Care" together with one or more descriptive words, such as "Fresenius Medical Care Home Care" or "Fresenius Medical Care Diagnostics";

•

to use the "F" logo mark in the National Medical Care non-renal business, with the consent of Fresenius SE. That consent will not be unreasonably withheld if the mark using the logo includes one or more additional descriptive words or symbols; and

•

to use "Fresenius Medical Care" as a trade name in the renal business

        We and our affiliates have the right to use "Fresenius Medical Care" as a trade name in other medical businesses only with the consent of Fresenius SE. Fresenius SE may not unreasonably withhold its consent. In the U.S. and Canada, Fresenius SE will not use "Fresenius" or the "F" logo as a trademark or service mark, except that it is permitted to use "Fresenius" in combination with one or more additional words such as "Pharma Home Care" as a service mark in connection with its home care business and may use the "F" logo as a service mark with the consent of our principal German subsidiary. Our subsidiary will not unreasonably withhold its consent if the service mark includes one or more additional descriptive words or symbols. Similarly, in the U.S. and Canada, Fresenius SE has the right to use "Fresenius" as a trade name, but not as a mark, only in connection with its home care and other medical businesses other than the renal business and only in combination with one or more other descriptive words, provided that the name used by Fresenius SE is not confusingly similar to our marks and trade names. Fresenius SE's ten-year covenant not to compete with us, granted in 1996, has expired, and Fresenius SE may use "Fresenius" in its corporate names if it is used in combination with one or more additional distinctive word or words, provided that the name used by Fresenius SE is not confusingly similar to the Fresenius Medical Care marks or corporate or trade names.

Other Intellectual Property

        Some of the patents, patent applications, inventions, know-how and trade secrets that Fresenius Worldwide Dialysis used prior to our formation were also used by other divisions of Fresenius SE. For Biofine®, the polyvinyl chloride-free packaging material, Fresenius SE has granted to our principal German subsidiary, for our benefit and for the benefit of our affiliates, an exclusive license for the renal business and a non-exclusive license for all other fields except other non-renal medical businesses. Our German subsidiary and Fresenius SE share equally any royalties from licenses of the Biofine® intellectual property by either our German subsidiary or by Fresenius SE to third parties outside the renal business and the other non-renal medical businesses. In addition, Fresenius SE transferred to our German subsidiary the other patents, patent applications, inventions, know-how and trade secrets that were used predominantly in Fresenius SE's dialysis business. In certain cases Fresenius Worldwide Dialysis and the other Fresenius SE divisions as a whole each paid a significant part of the development costs for patents, patent applications, inventions, know-how and trade secrets that were used by both prior to the Merger. Where our German subsidiary acquired those jointly funded patents, patent applications, inventions, know-how and trade secrets, our subsidiary licensed them back to Fresenius SE exclusively in the other non-renal medical businesses and non-exclusively in all other fields. Where Fresenius SE retained the jointly funded patents, patent applications, inventions, know-how and trade secrets, Fresenius SE licensed them to our German subsidiary exclusively in the renal business and non-exclusively in all other fields.

Supply Agreements and Arrangements

        We produce most of our products in our own facilities. However, Fresenius Kabi AG, a wholly-owned subsidiary of Fresenius SE, manufactures some of our products for us, principally dialysis concentrates and other solutions, at facilities located in Germany, Brazil, France and South Africa. Conversely, our facilities in Germany and Italy produce products for Fresenius Kabi AG.

        Our local subsidiaries and those of Fresenius SE have entered into supply agreements for the purchase and sale of products from the above facilities. Prices under the supply agreements are determined by good-faith negotiation. During 2012, we sold products to Fresenius SE in the amount of $22.1 million. In 2012, we made purchases from Fresenius SE in the amount of $46.1 million.

        The parties may modify existing or enter into additional supply agreements, arrangements and transactions. Any future modifications, agreements, arrangements and transactions will be negotiated

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between the parties and will be subject to the approval provisions of the pooling agreements and the regulatory provisions of German law regarding dominating enterprises.

        On September 10, 2008, Fresenius Kabi AG, a subsidiary of Fresenius SE, acquired Fresenius Kabi USA, Inc. (formerly APP Pharmaceuticals Inc.) ("Kabi USA"), which manufactures and sells sodium heparin. Heparin is a blood thinning drug that is widely and routinely used in the treatment of dialysis patients to prevent life-threatening blood clots. FMCH currently purchases heparin supplied by Kabi USA through MedAssets, Inc. MedAssets Inc. is a publicly-traded U.S. corporation that provides inventory purchasing services to healthcare providers through a group purchasing organization ("GPO") structure. The Company has no direct supply agreement with Kabi USA and does not submit purchase orders directly to Kabi USA. A GPO is an organization that endeavors to manage supply and service costs for hospitals and healthcare providers by negotiating discounted prices with manufacturers, distributors and other vendors. Vendors discount their prices and pay administrative fees to GPOs because GPOs provide access to a large customer base, thus reducing vendors' sales and marketing costs and overhead. FMCH is one of many U.S. healthcare providers that participate in the MedAssets GPO. FMCH purchases pharmaceuticals and supplies used in its dialysis services business through the MedAssets GPO contract. During 2012, we acquired $14.1 million of heparin from Kabi USA through the GPO.

Services Agreement

        We obtain administrative and other services from Fresenius SE headquarters and from other divisions and subsidiaries of Fresenius SE. These services relate to, among other things, administrative services, management information services, employee benefit administration, insurance, IT services, tax services and treasury services. For 2012, Fresenius SE and its affiliates charged us approximately $80.8 million for these services. Conversely, we have provided certain services to other divisions and subsidiaries of Fresenius SE relating to research and development, central purchasing and warehousing. For 2012 we charged approximately $5.8 million to Fresenius SE and its subsidiaries for services we rendered to them.

        We and Fresenius SE may modify existing or enter into additional services agreements, arrangements and transactions. Any such future modifications, agreements, arrangements and transactions will be negotiated between the parties and will be subject to the approval provisions of the pooling agreements and the regulations of German law regarding dominating enterprises.

Financing

        We are party to an Amended and Restated Subordinated Loan Note with Fresenius SE under which we or our subsidiaries may request and receive one or more advances up to an aggregate amount of $400 million which matures on March 31, 2013. See Note 9 of the Notes to Consolidated Financial Statements, "Short-Term Borrowings, Other Financial Liabilities and Short-Term Borrowings from Related Parties – Short-Term Borrowings from Related Parties." During 2012, we received advances between €8.3 and €196.4 million which carried interest rates between 1.365% and 1.832%. As of December 31, 2012, we had loans of CNY 362 million ($58.2 million) outstanding with a subsidiary of Fresenius SE at a weighted average interest rate of 6.115%, with the majority of the loans due on May 23, 2014. We also provided a loan of €20.9 million to Fresenius SE at an interest rate of 1.484% which came due and was paid on January 11, 2013. On August 19, 2009, the Company borrowed €1.5 million ($2.0 million) from the General Partner at 1.335%. The loan repayment is currently scheduled for August 20, 2013 at an interest rate of 2.132%.

Other Interests

        Dr. Dieter Schenk, Vice Chairman of the supervisory boards of Management AG and of FMC-AG Co. KGaA and a member of the supervisory board of Fresenius Management SE, is a partner in the law firm of Noerr LLP, which has provided legal services to Fresenius SE and its subsidiaries and to FMC-AG & Co. KGaA and its subsidiaries. The portion of legal services to FMC-AG & Co. KGaA and its subsidiaries for the period January 1, 2012 through September 30, 2012, has been approved by our General Partner's supervisory board and our Supervisory Board, with Dr. Schenk abstaining from the vote. Services for the fourth quarter of 2012 will be reviewed in the first quarter of 2013 and are subject to approval by the supervisory board. During 2012, FMC-AG & Co. KGaA paid or processed for payment, approximately $1.8 million (€1,4 million) for these services performed by Noerr during the period October 1, 2011 through September 30, 2012. Dr. Schenk is one of the executors of the estate of the late Mrs. Else Kröner. Else Kröner-Fresenius-Stiftung, a charitable foundation established under the will of the late Mrs. Kröner,

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is the sole shareholder of the general partner of Fresenius SE and owns approximately 27.1% of the voting shares of Fresenius SE. Dr. Schenk is also the Chairman of the advisory board of Else-Kröner-Fresenius-Stiftung. See "– Security Ownership of Certain Beneficial Owners of Fresenius SE."

        Under the Articles of Association of FMC AG & Co. KGaA, we will pay Fresenius SE a guaranteed return on its capital investment in our general partner. See Item 1.6G, "Corporate Governance – The Legal Structure of FMC AG & Co. KGaA," below.

General Partner Reimbursement

        Management AG is a 100% wholly-owned subsidiary of Fresenius SE. The Company's Articles of Association provide that the General Partner shall be reimbursed for any and all expenses in connection with management of the Company's business, including compensation of the members of the General Partner's supervisory board and Management Board. The aggregate amount reimbursed to Management AG for 2012 was approximately $19.0 million for its management services during 2012 including $0.94 million as compensation for its exposure to risk as general partner. The Company's Articles of Association fix this compensation as a guaranteed return of 4% of the amount of the General Partner's share capital (which is currently €3.0 million after a capital increase of €1.5 million in 2012). See Item 16.G "Governance – The Legal Structure of FMC-AG & Co. KGaA" below.

Item 8.    Financial information

        The information called for by parts 8.A.1 through 8.A.6 of this item is in the section beginning on Page F-1.

8.A.7.  Legal Proceedings

        The information in Note 19 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies – Legal Proceedings," in Part III, Item 18 of this report is incorporated by this reference in response to this item. For information regarding certain tax audits and related claims, see Note 17 of the Notes to Consolidated Financial Statements, "Income Taxes."

8.A.8.  Dividend Policy

        We generally pay annual dividends on both our preference shares and our ordinary shares in amounts that we determine on the basis of FMC-AG & Co. KGaA's prior year unconsolidated earnings as shown in the statutory financial statements that we prepare under German law on the basis of the accounting principles of the German Commercial Code (Handelsgesetzbuch or HGB), subject to authorization by a resolution to be passed at our general meeting of shareholders. Under our Articles of Association, the minimum dividend payable on the Preference shares is €0.04 per share and, if we declare dividends, holders of our preference shares must receive €0.02 per share more than the dividend on an Ordinary share. Under German law, we must, in all cases, pay the annual dividend declared on our preference shares before we pay dividends declared on our ordinary shares.

        The General Partner and our Supervisory Board propose dividends and the shareholders approve dividends for payment in respect of a fiscal year at the AGM in the following year. Since all of our shares are in bearer form, we remit dividends to the depositary bank (Depotbank) on behalf of the shareholders.

        Our 2012 Senior Credit Agreement restricts our ability to pay dividends. Item 5.B, "Operating and Financial Review and Prospects – Liquidity and Capital Resources" and the notes to our consolidated financial statements appearing elsewhere in this report discuss this restriction.

        The table below provides information regarding the annual dividend per share that we paid on our Preference shares and Ordinary shares. These payments were paid in the years shown for the results of operations in the year preceding the payment.

Per Share Amount	2012		2011		2010
Preference share	€	0.71	€	0.67	€	0.63
Ordinary share	€	0.69	€	0.65	€	0.61

        We have announced that the general partner's Management Board and our Supervisory Board have proposed dividends for 2012 payable in 2013 of €0.77 per preference share and €0.75 per ordinary share. These dividends are subject to approval by our shareholders at our AGM to be held on May 16, 2013.

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        Except as described herein, holders of ADSs will be entitled to receive dividends on the Ordinary shares and the Preference shares represented by the respective ADSs. We will pay any cash dividends payable to such holders to the depositary in euros and, subject to certain exceptions, the depositary will convert the dividends into U.S. dollars and distribute the dividends to ADS holders. See Item 10, "Additional Information – Description of American Depositary Receipts – Share Dividends and Other Distributions." Fluctuations in the exchange rate between the U.S. dollar and the euro will affect the amount of dividends that ADS holders receive. Dividends paid on the Preference shares and dividends paid to holders and beneficial holders of the ADSs will be subject to deduction of German withholding tax. You can find a discussion of German withholding tax below in "Item 10.E. Taxation".

Item 9.    The Offer and Listing Details

A.4. and C.    Information regarding the trading markets for price history of our stock

Trading Markets

        The principal trading market for our ordinary shares and the preference shares is the Frankfurt Stock Exchange (FWB® Frankfurter Wertpapierbörse). All ordinary shares and preference shares have been issued in bearer form. Accordingly, we face difficulties determining precisely who our holders of ordinary and preference shares are or how many shares any particular shareholder owns, with the exception of the number of shares held in ADR form in the United States. For more information regarding ADRs see Item 10.B., "Memorandum and articles of association – Description of American Depositary Receipts." However, under the German Securities Trading Act, holders of voting securities of a German company listed on a stock exchange within the EU are obligated to notify the company of certain levels of holdings as described in Item 7.A., "Major Shareholders." Additionally, persons discharging managerial responsibilities and affiliated persons are obliged to notify the supervising authority and the Company of trades in their shares in excess of €5,000 in any year. The ordinary shares of Fresenius Medical Care AG had been listed on the Frankfurt Stock Exchange since October 2, 1996, the preference shares since November 25, 1996. Trading in the ordinary shares and preference shares of FMC-AG & Co. KGaA on the Frankfurt Stock Exchange commenced on February 13, 2006.

        Our shares have been listed on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange and on the Prime Standard of the Regulated Market, which is a sub-segment of the Regulated Market with additional post-admission obligations. Admission to the Prime Standard requires the fulfillment of the following transparency criteria: publication of quarterly reports; preparation of financial statements in accordance with international accounting standards (IFRS or U.S. GAAP); publication of a company calendar; convening of at least one analyst conference per year; and publication of ad-hoc messages (i.e., certain announcements of material developments and events) in English. Companies aiming to be listed in this segment have to apply for admission. Listing in the Prime Standard is a prerequisite for inclusion of shares in the selection indices of the Frankfurt Stock Exchange, such as the DAX®, the index of 30 major German stocks.

        Since October 1, 1996, ADSs representing our ordinary shares (the "Ordinary ADSs"), have been listed and traded on the New York Stock Exchange ("NYSE") under the symbol FMS and since November 25, 1996, ADSs representing our Preference shares (the "Preference ADSs"), have been listed and traded on the NYSE under the symbol FMS/P. Effective December 3, 2012, we effected a two-for-one split of our Ordinary ADSs outstanding and our Preference ADSs, which changed the ratio of each class of ADSs from one ADSs representing one share to two ADSs representing one share. At December 31, 2012, there were 164,860 preference ADSs outstanding. Accordingly, while the preference ADSs remain listed on the New York Stock Exchange, the trading market for the preference ADSs is highly illiquid. In addition, in connection with the New Your Stock Exchange listing of our ADSs upon consummation of our transformation and the related conversion offer, the New York Stock Exchange advised us that if the number of publicly held preference ADSs falls below 100,000, which has occurred, the preference ADSs could be delisted. The Depositary for both the Ordinary ADSs and the Preference ADSs is Bank of New York Mellon (the "Depositary").

Trading on the Frankfurt Stock Exchange

        Deutsche Börse AG operates the Frankfurt Stock Exchange, which is the largest of the six German stock exchanges by value of shares traded. Our shares are traded on Xetra, the electronic trading system of the Deutsche Börse. The trading hours for Xetra are between 9:00 a.m. and 5:30 p.m. Central European Time ("CET"). Only brokers and banks that have been admitted to Xetra by the Frankfurt Stock Exchange

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have direct access to the system and may trade on it. Private investors can trade on Xetra through their banks and brokers. As of March 2012, the most recent figures available, the shares of more than 11,000 companies were traded on Xetra.

        Deutsche Börse AG publishes information for all traded securities on the Internet, http://www.deutsche-boerse.com.

        Transactions on Xetra and the Frankfurt Stock Exchange settle on the second business day following the trade except for trades executed on Xetra International Markets, the European Blue Chip segment of Deutsche Börse AG, which settle on the third business day following a trade. The Frankfurt Stock Exchange can suspend a quotation if orderly trading is temporarily endangered or if a suspension is deemed to be necessary to protect the public.

        The Hessian Stock Exchange Supervisory Authority (Hessische Börsenaufsicht) and the Trading Monitoring Unit of the Frankfurt Stock Exchange (HÜST Handelsüberwachungsstelle) both monitor trading on the Frankfurt Stock Exchange.

        The Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), an independent federal authority, is responsible for the general supervision of securities trading pursuant to provisions of the German Securities Trading Act (Wertpapierhandelsgesetz) and other laws.

        The table below sets forth for the periods indicated, the high and low closing sales prices in euro for the Ordinary shares and the Preference shares on the Frankfurt Stock Exchange, as reported by the Frankfurt Stock Exchange Xetra system. All shares on German stock exchanges trade in euro.

        As of February 19, 2013, the share prices for the ordinary and preference shares traded on the Frankfurt Stock Exchange were €52.41 and €43.01, respectively.

		Price per ordinary share (€)				Price per preference share (€)
		High		Low		High		Low
2013	January		52.49		48.21		43.80		39.60
2012	December		54.40		52.10		45.50		42.20
	November		53.80		51.30		44.70		41.50
	October		59.40		54.20		46.80		44.80
	September		57.50		54.40		45.00		43.70
	August		59.00		56.40		45.70		43.90
2012	Fourth Quarter		59.43		51.30		46.75		41.54
	Third Quarter		59.51		54.38		45.70		43.12
	Second Quarter		55.83		51.21		44.51		41.30
	First Quarter		57.03		50.80		46.00		41.40
2011	Fourth Quarter		53.54		48.50		45.00		39.13
	Third Quarter		55.13		45.41		45.90		37.99
	Second Quarter		53.06		48.23		45.50		40.67
	First Quarter		49.46		41.11		41.35		34.48
2012	Annual		59.51		50.80		46.75		41.30
2011	Annual		55.13		41.11		45.90		34.48
2010	Annual		45.79		36.10		38.50		28.20
2009	Annual		37.71		26.07		35.30		25.24
2008	Annual		39.10		29.73		37.60		28.31

        The average daily trading volume of the Ordinary shares and the Preference shares traded on the Frankfurt Stock Exchange during 2012 was 682,141 shares and 618 shares, respectively. The foregoing figures are based on total yearly turnover statistics supplied by the Frankfurt Stock Exchange.

Trading on the New York Stock Exchange

        As of February 19, 2013, the share prices for the Ordinary ADSs and Preference ADSs traded on the NYSE were $34.88 and $27.59, respectively.

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        The table below sets forth, for the periods indicated, the high and low closing sales prices for the Ordinary ADSs and the Preference ADSs on the NYSE. All ADS prices have been adjusted to reflect the two for one split of our ADSs in December 2012.

		Price per ordinary ADS ($)				Price per preference ADS ($)
		High		Low		High		Low
2013	January		35.60		32.30		27.60		25.80
2012	December		35.30		34.10		28.00		26.30
	November		34.60		32.80		27.00		25.50
	October		38.90		35.20		29.00		28.30
	September		37.10		35.50		28.70		26.80
	August		36.30		35.20		27.50		26.50
2012	Fourth Quarter		38.90		32.80		29.00		25.50
	Third Quarter		37.10		34.40		28.70		25.70
	Second Quarter		36.40		32.10		28.50		25.30
	First Quarter		37.10		33.30		29.40		26.90
2011	Fourth Quarter		38.02		32.48		30.75		27.50
	Third Quarter		39.96		32.10		31.05		26.26
	Second Quarter		39.29		34.29		31.40		27.11
	First Quarter		34.87		27.88		27.59		23.00
2012	Annual		38.93		32.13		29.42		25.28
2011	Annual		39.96		27.88		31.40		23.00
2010	Annual		32.01		23.79		26.56		19.44
2009	Annual		27.48		17.83		25.00		16.00
2008	Annual		29.51		19.92		27.50		14.44

Item 10.   Additional information

B.    Articles of Association

        FMC-AG & Co. KGaA is a partnership limited by shares ("KGaA") (Kommanditgesellschaft auf Aktien) organized under the laws of Germany. FMC-AG & Co. KGaA is registered with the commercial register of the local court (Amtsgericht) of Hof an der Saale, Germany under HRB 4019. Our registered office (Sitz) is Hof an der Saale, Germany. Our registered business address is Else-Kröner-Strasse 1, 61352 Bad Homburg, Germany, telephone +49-6172-609-0.

        The following summary of the material provisions of our articles of association ("Articles of Association") (Satzung) is qualified in its entirety by reference to the complete text of our Articles of Association. An English convenience translation of our Articles of Association has been filed with the Securities and Exchange Commission and can also be found on our website under www.fmc-ag.com. For a summary of certain other provisions of our Articles of Association relating to management by our General Partner and required ownership of our share capital by the shareholder of our general partner, See Item 16.G, "Governance – the Articles of Association of FMC-AG & Co. KGaA" above.

Corporate Purposes

        Under our Articles of Association, our business purposes are:

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the development, production and distribution of as well as the trading in healthcare products, systems and procedures, including dialysis;

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the projecting, planning, establishment, acquisition and operation of healthcare businesses, including dialysis centers, also in separate enterprises or through third parties as well as the participation in such dialysis centers;

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the development, production and distribution of other pharmaceutical products and the provision of services in this field;

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the provision of advice in the medical and pharmaceutical areas as well as scientific information and documentation;

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the provision of laboratory services for dialysis and non-dialysis patients and homecare medical services.

We conduct our business directly and through subsidiaries within and outside Germany.

General Information Regarding Our Share Capital

        As of February 19, 2013, our share capital consists of €306,713,698, divided into 302,758,365 bearer ordinary shares without par value (Stückaktien) and 3,973,333 bearer non-voting preference shares without par value (Stückaktien). Our share capital has been fully paid in.

        All shares of FMC-AG & Co. KGaA are in bearer form. Our shares are deposited as share certificates in global form (Sammelurkunden) with Clearstream Banking AG, Frankfurt am Main, Germany. Shareholders are not entitled to have their shareholdings issued in certificated form. All shares of FMC-AG & Co. KGaA are freely transferable, subject to any restrictions imposed by applicable securities laws.

General provisions on Increasing the Capital of Stock Corporations and Partnerships Limited by Shares

        Under the German Stock Corporation Act (Aktiengesetz), the capital of a stock corporation or of a partnership limited by shares may be increased by a resolution of the general meeting, passed with a majority of at least three quarters of the capital represented at the vote, unless the articles of association of the stock corporation or the partnership limited by shares provide for a different majority.

        In addition, the general meeting of a stock corporation or a partnership limited by shares may create authorized capital (also called approved capital) (genehmigtes Kapital). The resolution creating authorized capital requires the affirmative vote of a majority of at least three quarters of the capital represented at the vote and may authorize the management board to issue shares up to a stated amount for a period of up to five years. The nominal value of the authorized capital may not exceed half of the share capital at the time of the authorization.

        In addition, the general meeting of a stock corporation or of a partnership limited by shares may create conditional capital (bedingtes Kapital) for the purpose of issuing (i) shares to holders of convertible bonds or other securities which grant a right to shares, (ii) shares as consideration to prepare a merger with another company, or (iii) shares offered to members of the management board or employees of the company or of an affiliated company. In each case, the authorizing resolution requires the affirmative vote of a majority of at least three quarters of the capital represented at the vote. The nominal value of the conditional capital may not exceed half or, in the case of conditional capital created for the purpose of issuing shares to members of the management board and employees, 10% of the company's share capital at the time of the resolution.

        In a partnership limited by shares all resolutions increasing the capital of the partnership limited by shares also require the consent of the General Partner for their effectiveness.

Authorized Capital

        By resolution of the Annual General Meeting of shareholders ("AGM") on May 11, 2010, Management AG was authorized, with the approval of the supervisory board, to increase, on one or more occasions, the Company's share capital until May 10, 2015 up to a total of €35,000,000 through issue of new bearer ordinary shares for cash contributions, "Authorized Capital 2010/I". The General Partner is entitled, subject to the approval of the Supervisory Board, to exclude the pre-emption rights of the shareholders. However, such an exclusion of pre-emption rights will be permissible for fractional amounts. Additionally, the newly issued shares may be taken up by financial institutions nominated by the General Partner with the obligation to offer them to the shareholders of the company (indirect pre-emption rights). No Authorized Capital 2010/I has been issued as of December 31, 2012.

        In addition, by resolution of the AGM on May 11, 2010, the General Partner was authorized, with the approval of the Supervisory Board, to increase, on one or more occasions, the share capital of the Company until May 10, 2015 up to a total of €25,000,000 through the issue of new bearer ordinary shares for cash contributions or contributions in kind, "Authorized Capital 2010/II". The General Partner is entitled, subject to the approval of the Supervisory Board, to exclude the pre-emption rights of the shareholders. However, such exclusion of pre-emption rights will be permissible only if (i) in case of a capital increase against cash contributions, the nominal value of the issued shares does not exceed 10% of

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the nominal share value of the Company's share capital and the issue price for the new shares is at the time of the determination by the General Partner not significantly lower than the stock price in Germany of the existing listed shares of the same class and with the same rights or, (ii) in case of a capital increase against contributions in kind, the purpose of such increase is to acquire an enterprise, parts of an enterprise or an interest in an enterprise. No Authorized Capital 2010/II has been issued as of December 31, 2012.

        Authorized Capital 2010/I and Authorized Capital 2010/II became effective upon registration with the commercial register of the local court in Hof an der Saale on May 25, 2010.

Conditional Capital

        By resolution of the AGM on May 12, 2011, the Company's share capital was conditionally increased up to €12,000,000 subject to the issue of up to twelve million non-par value bearer ordinary shares with no par value and a nominal value of €1.00 each. This conditional increase can only be affected by the exercise of stock options under the Company's Stock Option Plan 2011, with each stock option awarded exercisable for one ordinary share (see Note 15). The Company has the right to deliver ordinary shares that it owns or purchases in the market in place of increasing capital by issuing new shares.

Treasury Shares

        By resolution of the AGM on May 12, 2011 the Company was authorized to purchase treasury shares up to a maximum amount of 10% of the registered share capital existing at the time of the shareholder resolution until May 11, 2016. The shares acquired, together with other treasury shares held by the Company or attributable to the Company pursuant to Sections 71a et seqq. German Stock Corporation Act (Aktiengesetz or AktG), must at no time exceed 10% of the registered share capital. The purchase may be limited to one class of shares only. The authorization must not be used for the purpose of trading in treasury shares. The General Partner is authorized to use treasury shares purchased on the basis of this authorization for any purpose legally permissible and in particular for the following purposes:

        The authorization entitles the General Partner to acquire and use and to partially or entirely cancel treasury shares bought back, in accordance with common practice among large publically listed companies in Germany without a further resolution of the AGM being required. Furthermore, the General Partner is authorized to sell ordinary treasury shares of the Company also in ways other than via the stock exchange or by means of an offer made to all shareholders, against payment in cash and to the exclusion of subscription rights. Additionally, it is also possible to use ordinary treasury shares against contributions in kind within the scope of business combinations and upon acquisition of companies and other assets, excluding shareholders' subscription rights.

        The authorization further provides that ordinary treasury shares in lieu of the utilization of a conditional capital of the Company can also be issued, excluding the subscription right of shareholders, to employees of the Company and its affiliates, including members of the management or employees of affiliates, and used to service options or obligations to purchase ordinary shares of the Company granted or to be granted to employees of the Company or its affiliates as well as members of the management of affiliates. The General Partner shall further be authorized to use ordinary treasury shares to fulfil notes carrying warrant or conversion rights or conversion obligations, issued by the Company or dependent entities of the Company as defined in Section 17 of the German Stock Corporation Act and excluding subscription rights according to section 186 (3) sentence 4 German Stock Corporation Act. Finally, the General Partner shall be authorized to exclude fractional amounts, if any, in an offer made to all shareholders.

        As of December 31, 2012 the Company has not purchased or used treasury shares.

Voting Rights

        Each ordinary share entitles the holder thereof to one vote at general meetings of shareholders of FMC-AG & Co. KGaA. Resolutions are passed at an ordinary general or an extraordinary general meeting of our shareholders by a majority of the votes cast, unless a higher vote is required by law or our Articles of Association. Fresenius SE as shareholder of the General Partner is not entitled to vote its ordinary shares in the election or removal of members of the Supervisory Board of FMC-AG & Co. KGaA, the approval of the acts of the General Partners and members of the Supervisory Board, the appointment of special auditors, the assertion of compensation claims against members of the executive bodies arising out of the management of the Company, the waiver of compensation claims and the appointment of auditors. In the case of resolutions regarding such matters Fresenius SE's voting rights may not be exercised by any other person.

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        Our preference shares do not have any voting rights, except as otherwise required by law. If we do not pay the minimum annual dividend payable on the preference shares for any year in the following year, and we do not pay both the dividend arrearage and the dividend payable on the preference shares for such following year in full in the next following year, then the preference shares shall have the same voting rights as the ordinary shares (one vote for each share held or for each ADS held) until all preference share dividend arrearages are fully paid up. In addition, holders of preference shares are entitled to vote on most matters affecting their preferential rights, such as changes in the rate of the preferential dividend. Any such vote requires the affirmative vote of at least 75% of the votes cast in a meeting of holders of preference shares.

Dividend Rights

        The General Partner and our Supervisory Board will propose any dividends for approval at the AGM. Usually, shareholders vote on a recommendation made by management (i.e. the General Partner) and the Supervisory Board as to the amount of dividends to be paid. Any dividends are paid once a year, generally, immediately following our AGM. Our General Partner's Management Board will propose to the shareholders at the Annual General meeting on May 16, 2013, a dividend with respect to 2012 and payable in 2013, of €0.75 per ordinary share and €0.77 per preference share. For information regarding dividends paid in prior years, see Item 3A, "Key Information – Selected Financial Data."

        Under German law, dividends may only be paid from our balance sheet profits (Bilanzgewinn) as determined by our unconsolidated annual financial statements as approved by our AGM and by our General Partner. Unlike our consolidated annual financial statements, which are prepared on the basis of accounting principles generally accepted in the United States of America (U.S. GAAP), the unconsolidated annual financial statements referred to above are prepared on the basis of the accounting principles of the German Commercial Code (Handelsgesetzbuch or HGB). Since our ordinary shares and our preference shares that are entitled to dividend payments are held in a clearing system, the dividends will be distributed in accordance with the rules of the individual clearing system. We will publish notice of the dividends paid and the appointment of the paying agent or agents for this purpose in the German Federal Gazette (Bundesanzeiger). If dividends are declared, preference shareholders will receive €0.02 per share more than the dividend payable on our ordinary shares, but not less than €0.04 per share, according to our Articles of Association. Under German law, we must pay the annual dividend for our preference shares prior to paying any dividends on the ordinary shares. If the profit shown on the balance sheet in one or more fiscal years is not adequate to permit distribution of a dividend of €0.04 per preference share, the shortfall without interest must be made good out of the profit on the balance sheet in the following fiscal year or years after distribution of the minimum dividend on the preference shares for that year or years and prior to the distribution of a dividend on the ordinary shares. The right to this payment is an integral part of the profit share of the fiscal year from which the shortfall in the preference share dividend is made good.

        In the case of holders of ADRs, the depositary will receive all cash dividends and distributions on all deposited securities and will, as promptly as practicable, distribute the dividends and distributions to the holders of ADRs entitled to the dividend. See "Description of American Depositary Receipts – Share Dividends and Other Distributions."

Liquidation Rights

        Our company may be dissolved by a resolution of our general shareholders' meeting passed with a majority of at least three quarters of our share capital represented at such general meeting and the approval of the General Partner. In accordance with the AktG, in such a case, any liquidation proceeds remaining after paying all of our liabilities will be distributed among our shareholders in proportion to the total number of shares held by each shareholder. Our preference shares are not entitled to a preference in liquidation.

Pre-emption Rights

        Under the German Stock Corporation Act, each shareholder in a stock corporation or partnership limited by shares has a preferential right to subscribe for any issue by that company of shares, debt instruments convertible into shares, e.g. convertible bonds or option bonds, and participating debt instruments, e.g. profit participation rights or participating certificates, in proportion to the number of shares held by that shareholder in the existing share capital of the company. Basically, such pre-emption rights are freely assignable. These rights may also be traded on German stock exchanges within a specified

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period of time prior to the expiration of the subscription period. Our general shareholders' meeting may exclude pre-emption rights by passing a resolution with a majority of at least three quarters of our share capital represented at the general meeting at which the resolution to exclude the pre-emption rights is passed. In addition, an exclusion of pre-emption rights requires a report by the General Partner justifying the exclusion by explaining why the interest of FMC-AG & Co. KGaA in excluding the pre-emption rights outweighs our shareholders' interests in receiving such rights. However, such justification is not required for any issue of new shares if:

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we increase our share capital against contributions in cash;

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the amount of the capital increase does not exceed 10% of our existing share capital; and

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the issue price of the new shares is not significantly lower than the price for the shares quoted on a stock exchange.

Exclusion of Minority Shareholders

        Under the provisions of Sections 327a et seq. of the German Stock Corporation Act concerning squeeze-outs, a shareholder who owns 95% of the issued share capital (a "principal shareholder") may request that the shareholders' general meeting of a stock corporation or a partnership limited by shares resolve to transfer the shares of the other minority shareholders to the principal shareholder in return for adequate cash compensation. In a partnership limited by shares, the consent of the general partner(s) is not necessary for the effectiveness of the resolution. The amount of cash compensation to be paid to the minority shareholders must take account of the issuer's financial condition at the time the resolution is passed. The full value of the issuer, which is normally calculated using the capitalization of earnings method (Ertragswertmethode), is decisive for determining the compensation amount.

        In addition to the provisions for squeeze-outs of minority shareholders, Sections 319 et seq. of the German Stock Corporation Act provides for the integration of stock corporations. In contrast to the squeeze-out of minority shareholders, integration is only possible when the future principal company is a stock corporation with a stated domicile in Germany. A partnership limited by shares cannot be integrated into another company in accordance with Sections 319 et seq. of the German Stock Corporation Act.

General Meeting

        Our AGM must be held within the first eight months of each fiscal year at the location of FMC-AG & Co. KGaA's registered office, or in a German city where a stock exchange is situated or at the location of a registered office of a domestic affiliated company. To attend the general meeting and exercise voting rights, shareholders must register for the general meeting and prove ownership of shares. The relevant reporting date is the beginning of the 21st day prior to the general meeting.

Amendments to the Articles of Association

        An amendment to our Articles of Association requires both a voting majority of at least 75% of the shares entitled to vote represented at the general meeting and the approval of the General Partner.

Description of American Depositary Receipts

General

        The Bank of New York Mellon, a New York banking corporation, is the depositary for American Despositary Shares ("ADSs") representing our ordinary shares and preference shares. After giving effect to a one for two split of the ADSs of both classes that was effective December 3, 2012 (see item 7A, "Major Shareholders and Related Party Transactions – Major Shareholders – Security Ownership of Certain Beneficial Owners of Fresenius Medical Care"), each ADS represents an ownership interest in one-half an ordinary share or one-half a preference share. The deposited shares are deposited with a custodian, as agent of the depositary, under the deposit agreements among ourselves, the depositary and all of the holders and owners of ADSs of the applicable class from time to time (who become bound by the deposit agreement by their acceptance of American Depositary Receipts, or ADRs, evidencing their ADSs). Each ADS also represents any securities, cash or other property deposited with the depositary but not distributed by it directly to ADS holders. The ADSs may be evidenced by certificates or may also be uncertificated. If ADSs are issued in uncertificated form, owners holding ADSs in book-entry form will receive periodic statements from the depositary showing their ownership of ADSs. In the case of beneficial holders of ADSs, owners will receive these periodic statements through their brokers.

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        The depositary's office is located at 101 Barclay Street, New York, NY 10286, U.S.A.

        An investor may hold ADSs either directly or indirectly through a broker or other financial institution. Investors who hold ADSs directly, by having ADSs registered in their names on the books of the depositary, are ADS holders. This description assumes an investor holds ADSs directly. Investors who hold ADSs through their brokers or financial institution nominees must rely on the procedures of their brokers or financial institutions to assert the rights of an ADS holder described in this section. Investors should consult with their brokers or financial institutions to find out what those procedures are.

        As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. German law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. The applicable deposit agreement sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreements and the ADSs.

        As of December 31, 2012, after giving effect to the split of our ADSs described above, we had 164,860 preference share ADSs outstanding. Accordingly, while the preference share ADSs remain listed on the New York Stock Exchange, the trading market for the preference share ADSs is highly illiquid.

        The following is a summary of the material terms of the deposit agreements. Because it is a summary, it does not contain all the information that may be important to investors. Except as specifically noted, the description covers both ordinary share ADSs and preference share ADSs. For more complete information, investors should read the entire applicable deposit agreement and the form of ADR of the relevant class which contains the terms of the ADSs. Investors may obtain a copy of the deposit agreements at the SEC's Public Reference Room, located at 100 F Street N.E., Washington, D.C. 20549. Electronic copies of the deposit agreements are also available on the website maintained by the SEC, www.sec.gov.

Share Dividends and Other Distributions

        We may make different types of distributions with respect to our ordinary shares and our preference shares. The depositary has agreed to pay to investors the cash dividends or other distributions it or the custodian receives on the shares or other deposited securities, after deducting its fees and expenses. Investors will receive these distributions in proportion to the number of underlying shares of the applicable class their ADSs represent.

        Except as stated below, to the extent the depositary is legally permitted it will deliver distributions to ADS holders in proportion to their interests in the following manner:

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Cash.  The depositary shall convert cash distributions from foreign currency to U.S. dollars if this is permissible and can be done on a reasonable basis. The depositary will endeavor to distribute cash in a practicable manner, and may deduct any taxes or other governmental charges required to be withheld, any expenses of converting foreign currency and transferring funds to the United States, and certain other fees and expenses. In addition, before making a distribution the depositary will deduct any taxes withheld. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, investors may lose some or all of the value of the distribution.

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Shares.  If we make a distribution in shares, the depositary may deliver additional ADSs to represent the distributed shares, unless the number of ordinary shares or preference shares represented by our ADSs is adjusted in connection with the distribution. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed to the ADS holders otherwise entitled to receive fractional ADSs.

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Rights to receive additional shares.  In the case of a distribution of pre-emptive rights to subscribe for ordinary shares or preference shares, or other subscription rights, if we provide satisfactory evidence that the depositary may lawfully distribute the rights, the depositary may arrange for ADS holders to instruct the depositary as to the exercise of the rights. However, if we do not furnish the required evidence or if the depositary determines it is not practical to distribute the rights, the depositary may:

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allow the rights to lapse, in which case ADS holders will receive nothing, or

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sell the rights if practicable and distribute the net proceeds as cash.

        We have no obligation to file a registration statement under the U.S. Securities Act of 1933, as amended (the "Securities Act") in order to make any rights available to ADS holders.

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Other Distributions.  If we make a distribution of securities or property other than those described above, the depositary may either:

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distribute the securities or property in any manner it deems fair and equitable;

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sell the securities or property and distribute any net proceeds in the same way it distributes cash; or

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hold the distributed property in which case the ADSs will also represent the distributed property.

        Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents (fractional cents will be rounded to the nearest whole cent). Registered holders will receive the checks directly, while the checks for beneficial owners will be first sent to the brokers, who will then distribute the cash to the rightful owners.

        The depositary may choose any practical method of distribution for any specific ADS holder, including the distribution of foreign currency, securities or property, or it may retain the items, without paying interest on or investing them, on behalf of the ADS holder as deposited securities.

        The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.

        There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, or that any of these transactions can be completed within a specified time period.

Deposit, Withdrawal and Cancellation

        The depositary will deliver ADSs if an investor or his broker deposits ordinary shares or preference shares or evidence of rights to receive ordinary shares or preference shares with the custodian. Shares deposited with the custodian must be accompanied by certain documents, including instruments showing that such shares have been properly transferred or endorsed to the person on whose behalf the deposit is being made.

        The custodian will hold all deposited shares for the account of the depositary. ADS holders thus have no direct ownership interest in the shares and only have the rights that are contained in the deposit agreements. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any additional items are referred to as "deposited securities."

        Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will deliver ADSs of the applicable class in the name of the person entitled to them.

        All ADSs issued will, unless specifically requested to the contrary, be delivered through the book-entry settlement system of The Depository Trust Company, also referred to as DTC, or be uncertificated and held through the depositary's book-entry direct registration system ("DRS"), and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in the holder's name. An ADS holder can request that the ADSs not be held through the depositary's DRS and that an ADR be issued to evidence those ADSs. ADRs will be delivered at the depositary's principal New York office or any other location that it may designate as its transfer office.

        Profile is a required feature of DRS which allows a participant in DTC, claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS registered holder to register that transfer.

        In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreements understand that the depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ADS registered holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS registered holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreements, the parties agree that the depositary's reliance on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit agreement, shall not constitute negligence or bad faith on the part of the depositary.

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        When an investor surrenders ADSs at the depositary's office, the depositary will, upon payment of certain applicable fees, charges and taxes, and upon receipt of proper instructions, deliver the whole number of ordinary shares or preference shares represented by the ADSs turned in to the account the investor directs within Clearstream Banking AG, the central German clearing firm.

        The depositary may restrict the withdrawal of deposited securities only in connection with:

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temporary delays caused by closing our transfer books or those of the depositary, or the deposit of shares in connection with voting at a shareholders' meeting, or the payment of dividends,

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the payment of fees, taxes and similar charges, or

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compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs.

        This right of withdrawal may not be limited by any other provision of the applicable deposit agreement.

Voting Rights

        You may instruct the depositary to vote the number of shares your ADSs represent. The depositary will notify you of shareholders' meetings and arrange to deliver our voting materials to you if we ask it to. Those materials will describe the matters to be voted on and explain how you may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.

        The depositary will try, as far as practical, subject to German law and the provisions of our constitutive documents, to vote the number of shares or other deposited securities represented by your ADSs as you instruct. The depositary will only vote or attempt to vote as you instruct as described below.

        We cannot ensure that you will receive voting materials or otherwise learn of an upcoming shareholders' meeting in time to ensure that you can instruct the depositary to vote the shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to vote and there may be nothing you can do if your shares are not voted as you requested.

        If (i) we timely asked the depositary to solicit your voting instructions, (ii) the depositary receives a recommendation as to how to vote from the custodian pursuant to the German Stock Corporation Act before it mails voting materials to ADS holders and (iii) the depositary does not receive voting instructions from you by the specified date, it will consider you to have authorized and directed it to give a discretionary proxy to the custodian to vote the number of deposited securities represented by your ADSs in accordance with the custodian's recommendation. The depositary will give a discretionary proxy in those circumstances with respect to each question covered by the recommendation unless we notify the depositary that:

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we do not wish a discretionary proxy to be given;

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we think there is substantial shareholder opposition to the particular question; or

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we think the particular question would have an adverse impact on our shareholders.

Fees and Expenses

        For information regarding fees and expenses payable by holders of ADSs and amounts payable by the Depository to the Company, see Item 12.D, "American Depositary Shares."

Payment of Taxes

        ADS holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If an ADS holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities and deduct the amount owing from the net proceeds of such sale. In either case the ADS holder remains liable for any shortfall. Additionally, if any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities (except under limited circumstances mandated by securities regulations). If any tax or governmental charge is required to be withheld on any non-cash distribution, the depositary may sell the distributed property or securities to pay such taxes and distribute any remaining net proceeds to the ADS holders entitled thereto.

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Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

        The deposit agreements expressly limit our obligations and the obligations of the depositary. They also limit our liability and the liability of the depositary. We and the depositary:

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are only obligated to take the actions specifically set forth in the applicable deposit agreement without negligence or bad faith;

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are not liable if we are or it is prevented or delayed by law or circumstances beyond our control from performing our or its obligations under the applicable deposit agreement;

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are not liable if we or it exercises discretion permitted under the applicable deposit agreement;

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have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the applicable deposit agreement on your behalf or on behalf of any other person; and

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may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.

In the deposit agreements, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

        Before the depositary will deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of shares, the depositary may require:

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payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

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satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

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compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

        The depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the depositary are closed or at any time if the depositary or we think it advisable to do so.

Shareholder Communications; Inspection of Register of Holders of ADSs

        The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Description of the Pooling Arrangements

        Prior to the transformation of legal form of FMC-AG to FMC-AG & Co. KGaA, FMC-AG, Fresenius SE and the independent directors (as defined in the pooling agreements referred to below) of FMC-AG were parties to two pooling agreements for the benefit of the holders of our ordinary shares and the holders of our preference shares (other than Fresenius SE and its affiliates). Upon consummation of the conversion and the transformation, we entered into pooling arrangements that we believe provide similar benefits for the holders of the ordinary shares and preference shares of FMC-AG & Co. KGaA. The following is a summary of the material provisions of the pooling arrangements which we have entered into with Fresenius SE and our independent directors.

General

        The pooling arrangements have been entered into for the benefit of all persons who, from time to time, beneficially own our ordinary shares, including owners of ADSs evidencing our ordinary shares, other than Fresenius SE and its affiliates or their agents and representatives, and persons from time to time

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beneficially owning our preference shares, including (if the preference ADSs are eligible for listing on the New York Stock Exchange), ADSs evidencing our preference shares, other than Fresenius SE and its affiliates or their agents and representatives. Beneficial ownership is determined in accordance with the beneficial ownership rules of the SEC.

Independent Directors

        Under the pooling arrangements, no less than one-third of the supervisory board of Management AG, the general partner of FMC-AG & Co. KGaA, must be independent directors, and there must be at least two independent directors. Independent directors are persons without a substantial business or professional relationship with us, Fresenius SE, or any affiliate of either, other than as a member of the supervisory board of FMC-AG & Co. KGaA or as a member of the supervisory board of Management AG. If an independent director resigns, is removed, or is otherwise unable or unwilling to serve in that capacity, a new person shall be appointed to serve as an independent director in accordance with the provisions of the articles of association of the general partner, and the pooling arrangements, if as a result of the resignation or removal the number of independent directors falls below the required minimum. The provisions of the pooling agreement relating to independent directors are in addition to the functions of the joint committee established in connection with the transformation of our legal form and conversion of our preference shares, and are also in addition to the requirement of Rule 10A-3 under the Securities Exchange Act of 1934 that our audit committee be composed solely of independent directors as defined in that rule. We have identified the members of Management AG's supervisory board who are independent for purposes of our pooling arrangements in Item 6.B., "Directors, Senior Management and Employees – The General Partner's Supervisory Board."

Extraordinary Transactions

        Under the pooling arrangements, we and our affiliates on the one hand, and Management AG and Fresenius SE and their affiliates on the other hand, must comply with all provisions of German law regarding: any merger, consolidation, sale of all or substantially all assets, recapitalization, other business combination, liquidation or other similar action not in the ordinary course of our business, any issuance of shares of our voting capital stock representing more than 10% of our total voting capital stock outstanding, and any amendment to our articles of association which adversely affects any holder of ordinary shares or preference shares, as applicable.

Interested Transactions

        We and Management AG and Fresenius SE have agreed that while the pooling arrangements are in effect, a majority of the independent directors must approve any transaction or contract, or any series of related transactions or contracts, between Fresenius SE, Management AG or any of their affiliates (other than us or our controlled affiliates), on the one hand, and us or our controlled affiliates, on the other hand, which involves aggregate payments in any calendar year in excess of €5 million for each individual transaction or contract, or a related series of transactions or contracts. However, approval is not required if the transaction or contract, or series of related transactions or contracts, has been described in a business plan or budget that a majority of the independent directors has previously approved. In any year in which the aggregate amount of transactions that require approval (or that would have required approval in that calendar year but for the fact that such payment or other consideration did not exceed €5 million) has exceeded €25 million, a majority of the independent directors must approve all further interested transactions involving more than €2.5 million. However, approval is not required if the transaction or contract, or series of related transactions or contracts, has been described in a business plan or budget that a majority of independent directors has previously approved.

Listing of American Depositary Shares; SEC Filings

        During the term of the pooling agreement, Fresenius SE has agreed to use its best efforts to exercise its rights as the direct or indirect holder of the general partner interest in Fresenius Medical Care AG & Co. KGaA to cause us to, and we have agreed to:

•

maintain the effectiveness of (i) the deposit agreement for the ordinary shares, or a similar agreement, and to assure that the ADSs evidencing the ordinary shares are listed on either the New York Stock Exchange or the Nasdaq Stock Market and (ii), while the preference ADSs are eligible for listing on the New York Exchange or the Nasdaq Stock Market, the deposit

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agreement for the preference shares, or a similar agreement, and to assure that, if eligible for such listing, the ADSs evidencing the preference shares are listed on either the New York Stock Exchange or the Nasdaq Stock Market;

•

file all reports, required by the New York Stock Exchange or the Nasdaq Stock Market, as applicable, the Securities Act, the Securities Exchange Act of 1934, as amended, and all other applicable laws;

•

prepare all financial statements required for any filing in accordance with generally accepted accounting principles of the U.S. ("U.S. GAAP");

•

on an annual basis, prepare audited consolidated financial statements in accordance with U.S. GAAP, and, on a quarterly basis, prepare and furnish to the SEC consolidated financial statements prepared in accordance with U.S. GAAP under cover of form 6-K or a comparable successor form;

•

furnish materials to the SEC with respect to annual and special shareholder meetings under cover of Form 6-K and make the materials available to the depositary for distribution to holders of ordinary share ADSs and, if we maintain a preference share ADS facility, to holders of preference share ADSs at any time that holders of preference shares are entitled to voting rights; and

•

make available to the depositary for distribution to holders of ADSs representing our ordinary shares and, if we maintain a preference share ADS facility, ADSs representing our preference shares on an annual basis, a copy of any report prepared by the supervisory board or the supervisory board of the general partner and provided to our shareholders generally pursuant to Section 314(2) of the German Stock Corporation Act, or any successor provision. These reports concern the results of the supervisory board's examination of the managing board's report on our relation with affiliated enterprises.

Term

        The pooling arrangements will terminate if:

•

Fresenius SE or its affiliates acquire all our voting shares;

•

Fresenius SE's beneficial ownership of our outstanding share capital is reduced to less than 25%;

•

Fresenius SE or an affiliate of Fresenius SE ceases to own the general partner interest in FMC-AG & Co. KGaA; or

•

we no longer meet the minimum threshold for obligatory registration of the ordinary shares or ADSs representing our ordinary shares and the preference shares or ADSs representing our preference shares, as applicable, under Section 12(g)(1) of the Securities Exchange Act of 1934, as amended, and Rule 12g-1 thereunder.

Amendment

        Fresenius SE and a majority of the independent directors may amend the pooling arrangements, provided, that beneficial owners of 75% of the ordinary shares held by shareholders other than Fresenius SE and its affiliates at a general meeting of shareholders and 75% of the preference shares at a general meeting of preference shareholders, as applicable, approve such amendment.

Enforcement; Governing Law

        The pooling arrangements are governed by New York law and may be enforced in the state and federal courts of New York. The Company and Fresenius SE have confirmed their intention to abide by the terms of the pooling arrangements as described above.

Directors and Officers Insurance

        Subject to any mandatory restrictions imposed by German law, FMC-AG has obtained and FMC-AG & Co. KGaA will continue to maintain directors and officers insurance in respect of all liabilities arising from or relating to the service of the members of the supervisory board and our officers, subject to

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legally mandated deductibles. We believe that our acquisition of that insurance is in accordance with customary and usual policies followed by public corporations in the U.S.

C.    Material contracts

        For information regarding certain of our material contracts, see "Item 7.B. Major Shareholders and Related Party Transactions – Related Party Transactions." For a description of our stock option plans, see "Item 6.E. Directors, Senior Management and Employees – Share Ownership – Options to Purchase our Securities." For a description of our 2012 Credit Agreement and our agreements relating to our long-term and short-term indebtedness, see Note 9, "Short-Term Borrowings, Other Financial Liabilities and Short-Term Borrowings from Related Parties" and Note 10, "Long-Term Debt and Capital Lease Obligations" of the Notes to Consolidated Financial Statements.

        Our material agreements include the settlement agreement that we, FMCH and NMC entered into with the Official Committee of Asbestos Injury Claimants, and the Official Committee of Asbestos Property Damage Claimants of W.R. Grace & Co., a description of which appears in Note 19 of the Notes to Consolidated Financial Statements, "Legal Proceedings," and the Merger agreement among us, FMCH and RCG.

D.    Exchange controls

Exchange Controls and Other Limitations Affecting Security Holders.

        At the present time, Germany does not restrict the export or import of capital, except for certain restrictions on transactions based on international embargo or terror prevention resolutions concerning for example Iraq, Iran, the People's Republic of Korea, Sudan or Syria. However, the Federal Ministry of Economics and Technology (Bundesministerium für Wirtschaft und Technologie) may – in exceptional cases – review and prohibit the direct or indirect acquisition of 25% or more of the shares or voting rights in a German company by a person or company resident outside of the European Union or the European Free Trade Area if such acquisition constitutes a sufficiently serious threat to the public security or order. This provision is also applicable on other means of acquisition, e.g asset deals, and mergers. Further, for statistical purposes only, every resident individual or corporation residing in Germany must report to the German Federal Bank (Deutsche Bundesbank), subject only to certain immaterial exceptions, any payment received from or made to an individual or a corporation resident outside of Germany if such payment exceeds €12,500 (or the corresponding amount in other currencies). In addition, residents must report (i) monthly any claims against, or any liabilities payable to, non-residents individuals or corporations, if such claims or liabilities, in the aggregate exceed €5 million at the end of any month and (ii) yearly claims against non-residents arising under derivative financial instruments (derivative Finanzinstrumente) if the claims under (i) exceed €500 million at the end of the year. Further, residents must report yearly the value (Stand) of the assets (Vermögen) of (i) non-resident companies in which either 10% or more of the shares or of the voting rights in the company are attributed to the resident, or more than 50% of the shares or of the voting rights are attributed to the resident and/or to one of more non-resident companies which are controlled by the resident and (ii) of the resident's non-resident branch offices and permanent establishments. Likewise, residents must report yearly the value of the assets of (i) resident companies in which either 10% or more of the shares or of the voting rights in the company are attributed to a non-resident, or more than 50% of the shares or the voting rights are attributed to a non-resident and/or to one or more resident companies which are controlled by a non-resident and (ii) of a non-resident's branch offices and permanent establishments.

        There are no limitations imposed by German law or our Articles of Association (Satzung) on the right of a non-resident to hold the Preference shares or Ordinary shares or the ADSs evidencing Preference shares or Ordinary shares.

E.    Taxation

U.S. and German Tax Consequences of Holding ADSs

        The discussion below is not a complete analysis of all of the potential U.S. federal and German tax consequences of holding ADSs of FMC-AG & Co. KGaA. In addition, the U.S. federal and German tax consequences to particular U.S. holders, such as insurance companies, tax-exempt entities, investors holding ADSs through partnerships or other fiscally transparent entities, investors liable for the alternative minimum tax, investors that hold ADSs as part of a straddle or a hedge, investors whose functional

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currency is not the U.S. dollar, financial institutions and dealers in securities, and to non-U.S. holders may be different from that discussed herein.

        Germany and the United States of America have agreed on a Protocol amending the existing Income Tax Treaty. On December 28, 2007, the Protocol entered into force. The Protocol is effective in respect of withholding taxes for amounts paid on or after January 1, 2007. Changes related to other taxes on income became effective on January 1, 2008.

        Investors should consult their tax advisors with respect to the particular United States federal and German tax consequences applicable to holding ADSs of FMC-AG & Co.KGaA.

Tax Treatment of Dividends

        German corporations are required to withhold tax on dividends paid to resident and non-resident shareholders. The German Business Tax Reform 2008 increased the withholding tax rate on dividends to 25% (plus solidarity surcharges) starting January 1, 2009. Also effective January 1, 2009 for corporate non-German holders, forty percent (40%) of the withheld and remitted withholding tax may be refunded upon application at the German Federal Tax Office (at the address noted below), which would generally result in a net withholding of 15% (plus solidarity surcharge). The entitlement of corporate non-German holders to further reductions of the withholding tax under an applicable income tax treaty remains unaffected. A partial refund of this withholding tax can be obtained by U.S. holders under the U.S.-German Tax Treaty ("Treaty"). For U.S. federal income tax purposes, U.S. holders are taxable on dividends paid by German corporations subject to a foreign tax credit for certain German income taxes paid. The amount of the refund of German withholding tax and the determination of the foreign tax credit allowable against U.S. federal income tax depend on whether the U.S. holder is a corporation owning at least 10% of the voting stock of the German corporation ("Holder 1").

        In the case of any U.S. holder ("Holder 2") other than a Holder 1, the German withholding tax is partially refunded under the Treaty to reduce the withholding tax to 15% of the gross amount of the dividend. In this case, for each $100 of gross dividend that we pay to a Holder 2, the dividend is subject to withholding tax of $26.38, $11.38 which is refunded, resulting in a net tax of $15. For U.S. foreign tax credit purposes, the U.S. holder would report dividend income of $100 (to the extent paid out of current and accumulated earnings and profits) and foreign taxes paid of $15, for purposes of calculating the foreign tax credit or the deduction for taxes paid.

        Subject to certain exceptions, dividends received by a non-corporate U.S. holder will be subject to a maximum U.S. federal income tax rate of 15%. The lower rate applies to dividends only if the ADSs in respect of which such dividend is paid have been held for at least 61 days during the 121 day period beginning 60 days before the ex-dividend date. Periods during which you hedge a position in our ADSs or related property may not count for purposes of the holding period test. The dividends would also not be eligible for the lower rate if you elect to take dividends into account as investment income for purposes of limitations on deductions for investment income. U.S. holders should consult their own tax advisors regarding the availability of the reduced dividend rate in light of their own particular circumstances.

        In the case of a Holder 1, the 26.375% German withholding tax is reduced under the Treaty to 5% of the gross amount of the dividend. Such a holder may, therefore, apply for a refund of German withholding tax in the amount of 21.375% of the gross amount of the dividends. A corporate U.S. holder will generally not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

        Subject to certain complex limitations, a U.S. holder is generally entitled to a foreign tax credit equal to the portion of the withholding tax that cannot be refunded under the Treaty.

        Dividends paid in Euros to a U.S. holder of ADSs will be included in income in a dollar amount calculated by reference to the exchange rate in effect on the date the dividends, including the deemed refund of German withholding tax, are included in income by such a U.S. holder. If dividends paid in Euros are converted into dollars on the date included in income, U.S. holders generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.

        Under the Treaty the refund of German tax, including the withholding tax, Treaty payment and solidarity surcharge, will not be granted when the ADSs are part of the business property of a U.S. holder's permanent establishment located in Germany or are part of the assets of an individual U.S. holder's fixed

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base located in Germany and used for the performance of independent personal services. In this case, however, withholding tax and solidarity surcharge may be credited against German income tax liability.

Refund Procedures

        To claim a refund under the Treaty, the U.S. holder must submit a claim for refund to the German tax authorities, with the original bank voucher, or certified copy thereof issued by the paying entity documenting the tax withheld within four years from the end of the calendar year in which the dividend is received. Claims for refund are made on a special German claim for refund form, which must be filed with the German Federal Tax Office: Bundeszentralamt für Steuern, An der Küppe 1, D-53225 Bonn, Germany. The claim refund forms may be obtained from the German Federal Tax Office at the same address where the applications are filed, or from the Embassy of the Federal Republic of Germany, 4645 Reservoir Road, N.W., Washington, D.C. 20007-1998, or from the Office of International Operations, Internal Revenue Service, 1325 K Street, N.W., Washington, D.C. 20225, Attention: Taxpayer Service Division, Room 900 or can be downloaded from the homepage of the Bundeszentralamt für Steuern (www.bzst.bund.de).

        U.S. holders must also submit to the German tax authorities certification of their last filed U.S. federal income tax return. Certification is obtained from the office of the Director of the Internal Revenue Service Center by filing a request for certification with the Internal Revenue Service Center, Foreign Certificate Request, P.O. Box 16347, Philadelphia, PA 19114-0447. Requests for certification are to be made in writing and must include the U.S. holder's name, address, phone number, social security number or employer identification number, tax return form number and tax period for which certification is requested. The Internal Revenue Service will send the certification back to the U.S. holder for filing with the German tax authorities.

        U.S. holders of ADSs who receive a refund attributable to reduced withholding taxes under the Treaty may be required to recognize foreign currency gain or loss, which will be treated as ordinary income or loss, to the extent that the dollar value of the refund received by the U.S. holders differs from the dollar equivalent of the refund on the date the dividend on which such withholding taxes were imposed was received by the depositary or the U.S. holder, as the case may be.

Taxation of Capital Gains

        Under the Treaty, a U.S. holder who is not a resident of Germany for German tax purposes will not be liable for German tax on capital gains realized or accrued on the sale or other disposition of ADSs unless the ADSs are part of the business property of a permanent establishment located in Germany or are part of the assets of a fixed base of an individual located in Germany and used for the performance of independent personal services.

        Upon a sale or other disposition of the ADSs, a U.S. holder will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized and the U.S. holder's tax basis in the ADSs. Such gain or loss will generally be capital gain or loss if the ADSs are held by the U.S. holder as a capital asset, and will be long-term capital gain or loss if the U.S. holder's holding period for the ADSs exceeds one year. Individual U.S. holders are generally taxed at a maximum 15% rate on net long-term capital gains.

Gift and Inheritance Taxes

        The U.S.-Germany estate, inheritance and gift tax treaty provides that an individual whose domicile is determined to be in the U.S. for purposes of such treaty will not be subject to German inheritance and gift tax, the equivalent of the U.S. federal estate and gift tax, on the individual's death or making of a gift unless the ADSs are part of the business property of a permanent establishment located in Germany or are part of the assets of a fixed base of an individual located in Germany and used for the performance of independent personal services. An individual's domicile in the U.S., however, does not prevent imposition of German inheritance and gift tax with respect to an heir, donee, or other beneficiary who is domiciled in Germany at the time the individual died or the gift was made.

        Such treaty also provides a credit against U.S. federal estate and gift tax liability for the amount of inheritance and gift tax paid in Germany, subject to certain limitations, in a case where ADSs are subject to German inheritance or gift tax and U.S. federal estate or gift tax.

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Other German Taxes

        There are no German transfer, stamp or other similar taxes that would apply to U.S. holders who purchase or sell ADSs.

United States Information Reporting and Backup Withholding

        Dividends and payments of the proceeds on a sale of ADSs, paid within the United States or through U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding unless you (1) are a corporation or other exempt recipient or (2) provide a taxpayer identification number and certify (on Internal Revenue Service Form W-9) that no loss of exemption from backup withholding has occurred.

        Non-U.S. shareholders are not U.S. persons generally subject to information reporting or backup withholding. However, a non-U.S. holder may be required to provide a certification (generally on Internal Revenue Service Form W-8BEN) of its non-U.S. status in connection with payments received in the United States or through a U.S.-related financial intermediary.

H.    Documents on display

        We file periodic reports and information with the Securities and Exchange Commission and the New York Stock Exchange. You may inspect a copy of these reports without charge at the Public Reference Room of the Securities and Exchange Commission at 100 F Street N.E., Washington, D.C. 20549 or at the Securities and Exchange Commission's regional offices 233 Broadway, New York, New York 10279 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains an Internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission's World Wide Web address is http://www.sec.gov.

        The New York Stock Exchange currently lists American Depositary Shares representing our Preference shares and American Depositary Shares representing our Ordinary shares. As a result, we are subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and we file reports and other information with the Securities and Exchange Commission. These reports, proxy statements and other information and the registration statement and exhibits and schedules thereto may be inspected without charge at, and copies thereof may be obtained at prescribed rates from, the public reference facilities of the Securities and Exchange Commission and the electronic sources listed in the preceding paragraph. In addition, these materials are available for inspection and copying at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, USA.

        We prepare annual and quarterly reports. Our annual reports contain financial statements examined and reported upon, with opinions expressed by our independent auditors. Our consolidated financial statements included in these annual reports are prepared in conformity with U.S. GAAP. Our annual and quarterly reports to our shareholders are posted under "Publications" on the "Investor Relations" page of our website at http://www.fmc-ag.com. In furnishing our web site address in this report, however, we do not intend to incorporate any information on our web site into this report, and any information on our web site should not be considered to be part of this report.

        We will also furnish the depositary with all notices of shareholder meetings and other reports and communications that are made generally available to our shareholders. The depositary, to the extent permitted by law, shall arrange for the transmittal to the registered holders of American Depositary Receipts of all notices, reports and communications, together with the governing instruments affecting our shares and any amendments thereto. Such documents are also available for inspection by registered holders of American Depositary Receipts at the principal office of the depositary.

        Documents referred to in this report which relate to us as well as future annual and interim reports prepared by us may also be inspected at our offices, Else-Kröner-Strasse 1, 61352 Bad Homburg.

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Item 11.    Quantitative and Qualitative Disclosures About Market Risk

Market Risk

        Our businesses operate in highly competitive markets and are subject to changes in business, economic and competitive conditions. Our business is subject to:

•

changes in reimbursement rates;

•

intense competition;

•

foreign exchange rate and interest rate fluctuations;

•

varying degrees of acceptance of new product introductions;

•

technological developments in our industry;

•

uncertainties in litigation or investigative proceedings and regulatory developments in the healthcare sector; and

•

the availability of financing.

        Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings. See Item 3.D, "Key Information – Risk Factors." Developments in any of these areas could cause our results to differ materially from the results that we or others have projected or may project.

Reimbursement Rates

        We obtained approximately 32% of our worldwide revenue for 2012 from sources subject to regulations under U.S. government healthcare programs. In the past, U.S. budget deficit reduction and healthcare reform measures have changed the reimbursement rates under these programs, including the Medicare composite rate, the reimbursement rate for EPO, and the reimbursement rates for other dialysis and non-dialysis related services and products, as well as other material aspects of these programs, and they may change in the future. Effective January 1, 2011, the Medicare reimbursement rate for dialysis services is determined on the basis of a case-mix adjusted "blended" prospective payment system for ESRD dialysis facilities. See Item 4.B, "Information on the Company – Business Overview – Regulatory and Legal Matters – Reimbursement" and "– Health Care Reform."

        We also obtain a significant portion of our net revenues from reimbursement by non-government payors. Historically, these payors' reimbursement rates generally have been higher than government program rates in their respective countries. However, non-governmental payors are imposing cost containment measures that are creating significant downward pressure on reimbursement levels that we receive for our services and products.

Inflation

        The effects of inflation during the periods covered by the consolidated financial statements have not been significant to our results of operations. However, a major portion of our net revenues from dialysis care are subject to reimbursement rates regulated by governmental authorities, and a significant portion of other revenues, especially revenues from the U.S., is received from customers whose revenues are subject to these regulated reimbursement rates. Non-governmental payors are also exerting downward pressure on reimbursement rates. Increased operation costs that are subject to inflation, such as labor and supply costs, may not be recoverable through price increases in the absence of a compensating increase in reimbursement rates payable to us and our customers, and could materially adversely affect our business, financial condition and results of operations.

Management of Foreign Exchange and Interest Rate Risks

        We are primarily exposed to market risk from changes in foreign exchange rates and changes in interest rates. In order to manage the risks from these foreign exchange rate and interest rate fluctuations, we enter into various hedging transactions, as authorized by the Management Board of the general partner, with banks which generally have ratings in the "A" Category or better. We do not use financial instruments for trading or other speculative purposes.

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        Fresenius SE, as provided for under a service agreement, conducts financial instrument activity for us and its other subsidiaries under the control of a single centralized department. Fresenius SE has established guidelines, that we have agreed to, for risk assessment procedures and controls for the use of financial instruments. They include a clear segregation of duties with regard to execution on one side and administration, accounting and controlling on the other.

Foreign Exchange Risk

        We conduct our business on a global basis in various currencies, although our operations are located principally in the United States and Germany. For financial reporting purposes, we have chosen the U.S. dollar as our reporting currency. Therefore, changes in the rate of exchange between the U.S. dollar and the local currencies in which the financial statements of our international operations are maintained, affect our results of operations and financial position as reported in our consolidated financial statements. We have consolidated the balance sheets of our non-U.S. dollar denominated operations into U.S. dollars at the exchange rates prevailing at the balance sheet date. Revenues and expenses are translated at the average exchange rates for the period.

        Our exposure to market risk for changes in foreign exchange rates relates to transactions such as sales and purchases. We have significant amounts of sales of products invoiced in euro from our European manufacturing facilities to our other international operations. This exposes our subsidiaries to fluctuations in the rate of exchange between the euro and the currency in which their local operations are conducted. For the purpose of hedging existing and foreseeable foreign exchange transaction exposures we enter into foreign exchange forward contracts and, on a small scale, foreign exchange options. Our policy, which has been consistently followed, is that foreign exchange rate derivatives be used only for purposes of hedging foreign currency exposures. We have not used such instruments for purposes other than hedging.

        In connection with intercompany loans in foreign currency, we normally use foreign exchange swaps thus assuring that no foreign exchange risks arise from those loans.

        The Company is exposed to potential losses in the event of non-performance by counterparties to financial instruments. We do not expect any counterparty to fail to meet its obligations. The current credit exposure of foreign exchange derivatives is represented by the fair value of those contracts with a positive fair value at the reporting date. The table below provides information about our foreign exchange forward contracts at December 31, 2012. The information is provided in U.S. dollar equivalent amounts. The table presents the notional amounts by year of maturity, the fair values of the contracts, which show the unrealized net gain (loss) on existing contracts as of December 31, 2012, and the credit risk inherent to those contracts with positive market values as of December 31, 2012. All contracts expire within 35 months after the reporting date.

Foreign Currency Risk Management

December 31, 2012

(USD in millions)

Nominal amount

	2013		2014		2015		2016		2017		Total		Fair value			Credit risk
Purchase of EUR against US$	$	316		9		—		—		—	$	325	$	5		$	7
Sale of EUR against US$		553		—		—		—		—		553		(9	)		—
Purchase of EUR against others		846		61		29		—		—		936		11			23
Sale of EUR against others		268		31		29		—		—		328		(1	)		1
Others		41		3		—		—		—		44		(1	)		1
Total	$	2,024		104		58		—		—	$	2,186	$	5		$	32

        A summary of the high and low exchange rates for the euro to U.S. dollars and the average exchange rates for the last five years is set forth below. The European Central Bank ("ECB") determines such rates ("Reference Rates") based on the regular daily averaging of rates between central banks within and outside the European banking system. The ECB normally publishes the Reference Rates daily at 2:15 p.m.

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(CET). In preparing our consolidated financial statements and in converting certain U.S. dollar amounts in this report, we have used the Year's Average Reference Rate of $1.2848 or Year's Close Reference Rate of $1.3194 per €1.00.

Year ending December 31,	Year's High		Year's Low		Year's Average		Year's Close
2008    US$ per EUR		1.5990		1.2460		1.4713		1.3917
2009    US$ per EUR		1.5120		1.2555		1.3948		1.4406
2010    US$ per EUR		1.4563		1.1942		1.3259		1.3362
2011    US$ per EUR		1.4882		1.2889		1.3920		1.2939
2012    US$ per EUR		1.3454		1.2089		1.2848		1.3194

The Reference Rate on February 19, 2013 was $1.3349 per €1.00.

Cash-Flow-at-Risk Model

        We use a Cash-Flow-at-Risk (CFaR) model in order to estimate and quantify transaction risks from foreign currencies. The basis for the analysis of the currency risk is the foreign currency cash flows that are reasonably expected to arise within the following twelve months, less any hedges. As of December 31, 2012, the Company's cash flow at risk amounts to $39.7 million; this means the potential loss in relation to the forecasted foreign exchange cash flows of the next twelve months has a 95% probability of not being higher than $39.7 million.

Interest Rate Risk

        We are exposed to changes in interest rates that affect our variable-rate borrowings. We enter into debt obligations including accounts receivable securitizations to support our general corporate purposes such as capital expenditures and working capital needs. Consequently, we enter into derivatives, particularly interest rate swaps to protect interest rate exposures arising from borrowings at floating rates by effectively swapping them into fixed rates.

        These interest rate derivatives are designated as cash flow hedges and have been entered into in order to effectively convert payments based on variable interest rates into payments at a fixed rate. The euro-denominated interest rate swaps expire in 2016 and have an interest rate of 1.73%.

        As of December 31, 2012, the notional amount of euro-denominated interest rate swaps in place was €100 million ($132 million). Interest payable and interest receivable under the swap agreements are accrued and recorded as an adjustment to interest expense at each reporting date. At December 31, 2012, the negative fair value of our interest rate agreements is $6 million.

        The table below presents principal amounts and related weighted average interest rates by year of maturity for interest rate swaps and for our significant debt obligations.

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Interest Rate Exposure

December 31, 2012

(in millions)

	2013		2014		2015		2016			2017		There- after		Totals		Fair Value Dec. 31, 2012
FLOATING RATE US$ DEBT
Principal payments on Senior Credit Agreement	$	100		200		200		200			1,959			$	2,659	$	2,653
Variable interest rate = 2.35%
Accounts receivable securitization programs	$							162	(1)					$	162	$	162
Variable interest rate = 0.75%
EIB loans	$	140												$	140	$	140
Variable interest rate = 0.438%
FLOATING RATE € DEBT
Euro Notes 2009/2014	$	5		30										$	35	$	36
Variable interest rate = 5.898%
EIB loan	$			185										$	185	$	185
Variable interest rate = 0.97%
Senior Notes 2011/2016	$							132						$	132	$	136
Variable interest rate = 3.71%
FIXED RATE US$ DEBT
Senior Notes 2007/2017; fixed interest rate = 6.875%	$										496	$		$	496	$	572
Senior Notes 2011/2018; fixed interest rate = 6.50%	$											$	396	$	396	$	452
Senior Notes 2011/2021; fixed interest rate = 5.75%	$											$	645	$	645	$	705
Senior Notes 2012/2019; fixed interest rate = 5.625%	$											$	800	$	800	$	870
Senior Notes 2012/2022; fixed interest rate = 5.875%	$											$	700	$	700	$	765
FIXED RATE € DEBT
Euro Notes 2009/2014	$	3		14										$	17	$	19
Fixed interest rate = 8.3835%
Senior Notes 2010/2016	$							327						$	327	$	369
Fixed interest rate = 5.50%
Senior Notes 2011/2018	$												522	$	522	$	617
Fixed interest rate = 6.50%
Senior Notes 2011/2021	$												396	$	396	$	442
Fixed interest rate = 5.25%
Senior Notes 2012/2019	$												330	$	330	$	368
Fixed interest rate = 5.25%
INTEREST RATE DERIVATIVES
€ Payer Swaps Notional Amount	$							132						$	132	$	(6	)
Average fixed pay rate = 1.73%								1.73	%
Receive rate = 3-month EURIBOR

(1)

on January 17, 2013 the A/R Facility was renewed and extended until January 15, 2016

All variable interest rates depicted above are as of December 31, 2012

Interest Rate Sensitivity Analysis

        For purposes of analyzing the impact of changes in the relevant reference interest rates on the Company's results of operations, the Company calculates the portion of financial debt which bears variable interest and which has not been hedged by means of interest rate swaps or options against rising interest rates. For this particular part of its liabilities, the Company assumes an increase in the reference rates of 0.5% compared to the actual rates as of reporting date. The corresponding additional annual interest expense is then compared to the Company's net income. This analysis shows that an increase of 0.5% in the relevant reference rates would have an effect of approximately 1% on the consolidated net income of the Company.

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Item 12.    Description of Securities other than Equity Securities

D.    American Depositary Shares

        For a description of our American Depositary Shares, see Item 10.B, "Additional Information – Articles of Association – Description of American Depositary Receipts."

D.3. Fees and expenses

        ADS holders will be charged a fee for each issuance of ADSs, including issuances resulting from distributions of shares, rights and other property, and for each surrender of ADSs in exchange for deposited securities. The fee in each case is up to $5.00 for each 100 ADSs (or any portion thereof) issued or surrendered.

        The following additional charges shall be incurred by the ADS holders, by any party depositing or withdrawing shares or by any party surrendering ADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADRs), whichever is applicable:

•

a fee of $0.02 or less per ADS (or portion thereof) for any cash distribution made pursuant to the deposit agreement;

•

a fee of $0.02 per ADS (or portion thereof) per year for services performed by the depositary in administering our ADS program (which fee shall be assessed against holders of ADSs as of the record date set by the depositary not more than once each calendar year and shall be payable in the manner described in the next succeeding provision);

•

any other charge payable by any of the depositary, any of the depositary's agents, including, without limitation, the custodian, or the agents of the depositary's agents in connection with the servicing of our shares or other deposited securities (which charge shall be assessed against registered holders of our ADSs as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such registered holders or by deducting such charge from one or more cash dividends or other cash distributions);

•

a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;

•

stock transfer or other taxes and other governmental charges;

•

cable, telex and facsimile transmission and delivery charges incurred at the request of holders of our shares;

•

transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; and

•

expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars.

        We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The fees described above may be amended from time to time.

D.4. Amounts payable by the depositary to the Company

Fees Incurred in Past Annual Period

        Under the fee agreement between us and the depositary, the depositary agrees to pay certain fees relating to the maintenance of the ADRs. Certain fees we encounter related to our ADRs are reimbursed to us by the depositary. For 2012, we received from the depositary $0.1 million in aggregate payments for continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADRs

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(consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADR facility and legal fees.

Fees to be Paid in the Future

        The Bank of New York Mellon, as depositary, has agreed to reimburse us for expenses we incur that are related to establishment and maintenance expenses of the ADS program. The depositary has agreed to reimburse us for its continuing annual stock exchange listing fees. The depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial statements, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile, and telephone calls. It has also agreed to reimburse us annually for certain investor relations programs or special investor relations promotion activities. In certain instances, the depositary has agreed to provide additional payments to us based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depositary will reimburse the Company, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.

        The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

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PART II

Item 13.    Defaults, Dividend Arrearages and Delinquencies

        None

Item 14.    Material Modifications to the Rights of Security Holders and Use of Proceeds

        Not applicable

Item 15A.    Disclosure Controls and Procedures

        The Company's management, including the members of the Management Board of our general partner performing the functions Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report, as contemplated by Securities Exchange Act Rule 13a-15. Based on that evaluation, the persons performing the functions of Chief Executive Officer and Chief Financial Officer concluded in connection with the filing of this report that the disclosure controls and procedures are designed to ensure that the information the Company is required to disclose in the reports filed or furnished under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and are effective to ensure that the information the Company is required to disclose in its reports is accumulated and communicated to the general partner's Management, including the general partner's Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. During the past fiscal quarter, there have been no significant changes in internal controls, or in factors that could significantly affect internal controls.

Item 15B.    Management's annual report on internal control over financial reporting

        Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). The Company's internal control over financial reporting is a process designed by or under the supervision of the Chief Executive Officer of our general partner and Chief Financial Officer of our general partner, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

        As of December 31, 2012, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that the Company's internal control over financial reporting as of December 31, 2012 is effective.

        Fresenius Medical Care acquired Liberty Dialysis Holdings, Inc. during 2012. Management excluded the business of Liberty Dialysis from the scope of its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2012. Liberty Dialysis is associated with total identifiable assets of approximately $600 million and total revenues of approximately $713 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2012.

        The Company's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; (2) provide reasonable assurances that the Company's transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with authorizations of management; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

        Because of its inherent limitation, internal control over financial reporting, no matter how well designed, cannot provide absolute assurance of achieving financial reporting objectives and may not prevent or detect misstatements. Therefore, even if the internal control over financial reporting is determined to be effective it can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are

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subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        During the fourth quarter of 2012, our Audit and Corporate Governance Committee continued its investigation, with the assistance of independent counsel, into allegations of conduct in our International segment that may violate the U.S. Foreign Corrupt Practices Act or other anti-bribery laws. For information with respect to that investigation, see Note 19, "Commitments and Contingencies – Legal Proceedings – Other Litigation and Potential Exposures," of the Notes to Consolidated Financial Statements presented elsewhere in this report. The Company also has asked such independent counsel, in conjunction with the Company's Compliance Department, to review the Company's compliance program including internal controls relating to compliance with international anti-bribery laws and implement appropriate enhancements. The Company is fully committed to FCPA compliance. We cannot predict the final outcome of our review.

        Management's assessment of the effectiveness of its internal control over financial reporting as of December 31, 2012, is stated in its report included on page F-2.

Item 15C.    Attestation report of the registered public accounting firm

        The effectiveness of our internal control over financial reporting as of December 31, 2012, has been audited by KPMG, an independent registered public accounting firm, as stated in their report included on page F-5.

Item 15D.    Changes in Internal Control over Financial Reporting

        There have been no changes in the Company's internal control over financial reporting that occurred during fiscal year 2012, which have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

Item 16A.    Audit Committee Financial Expert

        Our Supervisory Board has determined that each of Prof. Dr. Bernd Fahrholz, Dr. Walter L. Weisman and Mr. William P. Johnston qualify as an audit committee financial expert and is "independent" as defined in Rule 10A-3 under the Exchange Act, in accordance with the provisions of Item 16A of Form 20-F.

Item 16B.    Code of Ethics

        In 2003, our Management Board adopted through our worldwide compliance program a code of ethics, titled the Code of Business Conduct, which as adopted applied to members of the Management Board, including its chairman and the responsible member for Finance & Controlling, other senior officers and all Company employees. After the transformation of legal form, our Code of Business Conduct applies to the members of the Management Board of our general partner and all Company employees, including senior officers. A copy of the Company's Code of Business Conduct is available on our website under "Our Company – Compliance" at: http://www.fmc-ag.com/Code_of_Conduct.htm

Item 16C.    Principal Accountant Fees and Services.

        In the annual general meeting held on May 10, 2012, our shareholders approved the appointment of KPMG to serve as our independent auditors for the 2012 fiscal year. KPMG billed the following fees to us for professional services in each of the last two years:

	2012		2011
	(in thousands)
Audit fees	$	11,208	$	10,973
Audit related fees		424		771
Tax fees		443		707
Other fees		1,536		114
Total	$	13,611	$	12,565

        "Audit Fees" are the aggregate fees billed by KPMG for the audit of our German statutory and U.S. GAAP consolidated and annual financial statements, reviews of interim financial statements and

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attestation services that are provided in connection with statutory and regulatory filings or engagements. Fees related to the audit of internal control are included in Audit Fees. "Audit-Related Fees" are fees charged by KPMG for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees." This category comprises fees billed for comfort letters, consultation on accounting issues, the audit of employee benefit plans and pension schemes, agreed-upon procedure engagements and other attestation services subject to regulatory requirements. "Other fees" include amounts related to supply chain consulting fees. "Tax Fees" are fees for professional services rendered by KPMG for tax compliance, tax advice on implications for actual or contemplated transactions, tax consulting associated with international transfer prices, and expatriate employee tax services.

Audit Committee's pre-approval policies and procedures

        As a German company, we prepare statutory financial statements under German law on the basis of the accounting principles of the German Commercial Code (Handelsgesetzbuch or HGB). Our supervisory board engages our independent auditors to audit these financial statements, in consultation with our Audit and Governance Committee and subject to approval by our shareholders at our AGM in accordance with German law.

        We also prepare financial statements in accordance with U.S. GAAP, which are included in registration statements and reports that we file with the Securities and Exchange Commission. Our Audit and Corporate Governance Committee engages our independent auditors to audit these financial statements in accordance with Rule 10A-3 under the Exchange Act and Rule 303A.06 of the NYSE Governance Rules. See also the description in "Item 6C. Directors, Senior Management and Employees – Board Practices."

        In 2003, Fresenius Medical Care AG's audit committee also adopted a policy requiring management to obtain the committee's approval before engaging our independent auditors to provide any audit or permitted non-audit services to us or our subsidiaries. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the Audit and Corporate Governance Committee pre-approves a catalog of specific audit and non-audit services in the categories Audit Services, Audit-Related Services, Tax Services, and Other Services that may be performed by our auditors as well as additional approval requirements based on fee amount and nature.

        The general partner's Chief Financial Officer reviews all individual management requests to engage our auditors as a service provider in accordance with this catalog and, if the requested services are permitted pursuant to the catalog, fee level, and fee structure, approves the request accordingly. Services that are not included in the catalog exceed applicable fee levels or fee structure are passed on either to the chair of the Audit and Corporate Governance Committee or to the full committee, for approval on a case by case basis. Additionally we inform the Audit and Corporate Governance Committee about all approvals on an annual basis. Neither the chairman of our Audit and Corporate Governance Committee nor the full committee is permitted to approve any engagement of our auditors if the services to be performed either fall into a category of services that are not permitted by applicable law or the services would be inconsistent with maintaining the auditors' independence.

        During 2012, the total fees paid to the Audit and Corporate Governance Committee members for service on the committee were $0.190 million.

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Item 16D.    Exemptions from the Listing Standards for Audit Committees

        Not applicable

Item 16E.    Purchase of Equity Securities by the Issuer and Affiliated Purchasers

        We did not purchase any of our equity securities during the fiscal year covered by this report.

Item 16F.    Change in Registrant's Certifying Accountant

        Not applicable

Item 16G.    Corporate Governance

Introduction

        ADRs representing our ordinary shares and our preference shares are listed on the New York Stock Exchange ("NYSE"). However, because we are a "foreign private issuer," as defined in the rules of the Securities and Exchange Commission ("SEC"), we are exempt from substantially all of the governance rules set forth in Section 303A of the NYSE's Listed Companies Manual, other than the obligation to maintain an audit committee in accordance with Rule 10A-3 under the Securities Exchange Act of 1934, as amended, the obligation to notify the NYSE if any of our executive officers becomes aware of any material non-compliance with any applicable provisions of Section 303A, and the obligation to file annual and interim written affirmations, on forms mandated by the NYSE, relating to our compliance with applicable NYSE governance rules. Many of the governance reforms instituted by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 are implemented through the SEC's proxy rules, including the requirements to provide shareholders with "say-on-pay" and "say-on-when" advisory votes related to the compensation of certain executive officers. Because foreign private issuers are exempt from the proxy rules, these governance rules are also not applicable to us. However, the compensation system for our Management Board was reviewed by an independent external compensation expert at the beginning of 2012. See Item 6B, "Directors, Senior Management and Employees – Compensation – Compensation of the Management Board." Instead, the rules of both the SEC and the NYSE require that we disclose the significant ways in which our corporate practices differ from those applicable to U.S. domestic companies under NYSE listing standards.

        As a German company FMC-AG & Co. KGaA follows German corporate governance practices. German corporate governance practices generally derive from the provisions of the German Stock Corporation Act (Aktiengesetz, or "AktG") including capital market related laws, the German Codetermination Act (Mitbestimmungsgesetz, or "MitBestG") and the German Corporate Governance Code. Our Articles of Association also include provisions affecting our corporate governance. German standards differ from the corporate governance listing standards applicable to U.S. domestic companies which have been adopted by the NYSE. The discussion below provides certain information regarding our organizational structure, management arrangements and governance, including information regarding the legal structure of a KGaA, management by a general partner, certain provisions of our Articles of Association and the role of the Supervisory Board in monitoring the management of our company by our General Partner. It includes a brief, general summary of the principal differences between German and U.S. corporate governance practices, together with, as appropriate, a comparison to U.S. principles or practices.

The Legal Structure of FMC-AG & Co. KGaA

        A partnership limited by shares (Kommanditgesellschaft, or "KGaA") is a mixed form of entity under German corporate law, which has elements of both a partnership and a corporation. Like a stock corporation (Aktiengesellschaft, or "AG") the share capital of a KGaA is held by its shareholders. A KGaA is similar to a limited partnership because there are two groups of owners, the general partner on the one hand, and the KGaA shareholders on the other hand. Our General Partner, Management AG, is a wholly-owned subsidiary of Fresenius SE. KGaAs and AGs are the only legal forms provided by German law for entities whose shares trade on a German stock exchange.

        A KGaA's corporate bodies are its general partner, its supervisory board and the general meeting of shareholders. A KGaA may have one or more general partners who conduct the business of the KGaA.

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However, unlike a AG, in which the supervisory board appoints the management board, the supervisory board of a KGaA has no influence on appointment of the managing body – the general partner. Likewise, the removal of the general partner from office is subject to very strict conditions. General partners may, but are not required to, purchase shares of the KGaA. General partners are personally liable for the liabilities of the KGaA in relations with third parties subject, in the case of corporate general partners, to applicable limits on liability of corporations generally.

Management and Oversight

        The management structure of FMC-AG & Co. KGaA is illustrated as follows (percentage ownership amounts refer to ownership of the Company's total share capital of all classes):

General Partner

        Management AG, an AG and a wholly owned subsidiary of Fresenius SE, is the sole General Partner of FMC-AG & Co. KGaA and will conduct its business and represent it in external relations. Use of an AG as the legal form of the general partner enables the Company to maintain a management structure substantially similar to FMC-AG & Co. KGaA's management structure prior to the transformation into a KGaA. Management AG was incorporated on April 8, 2005 and registered with the commercial register in Hof an der Saale on May 10, 2005. Since the capital increase in 2012, the registered share capital of Management AG is €3.0 million.

        The General Partner has not made a capital contribution to the Company and, therefore, will not participate in its assets or its profits and losses. However, the General Partner will be compensated or reimbursed for all outlays in connection with conducting the business of the Company, including the remuneration of members of the general partner's Management Board and supervisory board. See "The Articles of Association of FMC-AG & Co. KGaA – Organization of the Company" below and Item 7.B., "Major Shareholders and Related Party Transactions". FMC-AG & Co. KGaA itself will bear all expenses of its administration. Management AG will devote itself exclusively to the management of FMC-AG & Co. KGaA. The General Partner will receive annual compensation amounting to 4% of its capital for assuming the liability and the management of FMC-AG & Co. AG & Co. KGaA. In case of a capital increase of the capital of the General Partner during the year the annual compensation must be calculated pro rata subject to the registration of such capital increase. This payment of the annual compensation constitutes a guaranteed compensation for undertaking liability and an indirect return on Fresenius SE's investment in

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the share capital of Management AG. This payment is also required for tax reasons, to avoid a constructive dividend by the General Partner to Fresenius SE in the amount of reasonable compensation for undertaking liability for the obligations of FMC AG & Co. KGaA. FMC AG & Co. KGaA will also reimburse the General Partner for the remuneration paid to the members of the Management Board and its supervisory board.

        The position of the general partners in a KGaA is different and in part stronger than that of the shareholders based on: (i) the management powers of the general partners, (ii) the existing de facto veto rights regarding material resolutions adopted by the general meeting and (iii) the independence of general partners from the influence of the KGaA shareholders as a collective body (See "General Meeting", below). Because Fresenius SE is the sole shareholder of Management AG, Fresenius SE has the sole power to elect the supervisory board of Management AG which appoints the members of the Management Board of Management AG, who act on behalf of the General Partner in the conduct of the company's business and in relations with third parties.

        The statutory provisions governing a partnership, including a KGaA, provide that the consent of the KGaA shareholders at a general meeting is required for transactions that are not in the ordinary course of business. However, as permitted by statute, our Articles of Association permit such decisions to be made by Management AG as General Partner without the consent of the FMC-AG & Co. KGaA shareholders. This does not affect the general meeting's right of approval with regard to measures of unusual significance, such as a spin-off of a substantial part of a company's assets, as developed in German Federal Supreme Court (Bundesgerichtshof) decisions.

        The General Partner's supervisory board appoints the members of the Management Board and supervises and advises them in managing Management AG and the Company. The Management Board conducts the business activities of our Company in accordance with the rules of procedure adopted by the General Partner's supervisory board pursuant to the German Corporate Governance Code. Under the articles of association of Management AG, certain transactions are subject to the consent of the supervisory board of Management AG. These transactions include, among others:

•

The acquisition, disposal and encumbrance of real property if the value or the amount to be secured exceeds a specified threshold (€10 million);

•

The acquisition, formation, disposal or encumbrance of an equity participation in other enterprises if the value of the transaction exceeds a specified threshold (€10 million);

•

The adoption of new or the abandonment of existing lines of business or establishments;

•

Conclusion, amendment and termination of affiliation agreements; and

•

Certain inter-company transactions.

        Five of the six members of the Supervisory Board are also members of the supervisory board of Management AG. The Company and Fresenius SE have entered into a pooling agreement requiring that at least one-third (and not less than two) members of the General Partner's supervisory board be "independent directors" – i.e., persons without a substantial business or professional relationship with the Company, Fresenius SE, or any affiliate of either, other than as a member of the supervisory boards of the Company or the General Partner. See Item 10.B, "Additional Information – Articles of Association – Description of the Pooling Arrangements."

        Fresenius SE's de facto control of the Company through ownership of the General Partner is conditioned upon its ownership of a substantial amount of the Company's share capital (see "The Articles of Association of FMC-AG & Co. KGaA – Organization of the Company", below).

Supervisory Board

        The supervisory board of a KGaA is similar in certain respects to the supervisory board of an AG. Like the supervisory board of an AG, the supervisory board of a KGaA is under an obligation to oversee the management of the business of the Company. The members of the supervisory board are elected by the KGaA shareholders at the general meeting. Our most recent Supervisory Board elections occurred in May of 2011. Shares in the KGaA held by the general partner or its affiliated companies are not entitled to vote

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for the election of the supervisory board members of the KGaA. Accordingly, Fresenius SE is not entitled to vote its shares for the election of FMC-AG & Co. KGaA's Supervisory Board members.

        Although Fresenius SE will not be able to vote in the election of FMC-AG & Co. KGaA's Supervisory Board, Fresenius SE will nevertheless retain influence on the composition of the Supervisory Board. Because (i) four of the six former members of the FMC-AG Supervisory Board continue to hold office as four of the six current members of the Supervisory Board of FMC-AG & Co. KGaA (except for Rolf A. Classon and Mr. William P. Johnston) and (ii) in the future, the FMC-AG & Co. KGaA supervisory board will propose future nominees for election to its supervisory board (subject to the right of shareholders to make nominations), Fresenius SE is likely to retain de facto influence over the selection of the supervisory board of FMC-AG & Co. KGaA. However, under our recent Articles of Association, a resolution for the election of members of the Supervisory Board requires the affirmative vote of 75% of the votes cast at the general meeting. Such a high vote requirement could be difficult to achieve, which could result in the need to apply for court appointment of members to the Supervisory Board after the end of the terms of the members in office.

        The Supervisory Board of FMC-AG & Co. KGaA has less power and scope for influence than a supervisory board of an AG. The Supervisory Board is not entitled to appoint the General Partner or its executive bodies. Nor may the Supervisory Board subject the management measures of the General Partner to its consent, or issue rules of procedure for the General Partner. Management of the Company will be conducted by the Management Board of the General Partner and only the Supervisory Board of the General Partner (all of whose members will be elected solely by Fresenius SE) has the authority to appoint or remove the members of the Management Board. FMC-AG & Co. KGaA's Supervisory Board will represent FMC-AG & Co. KGaA in transactions with the General Partner.

        FMC-AG & Co. KGaA's annual financial statements are submitted to the Company's shareholders for approval at the AGM. Except for making a recommendation to the general meeting regarding such approval, this matter is not within the competence of the Supervisory Board.

        Under certain conditions supervisory boards of large German AGs will include both shareholder representatives and a certain percentage of labor representatives, referred to as "co-determination." Depending on the company's total number of employees, up to one half of the supervisory board members are being elected by the company's employees. In these cases traditionally the chairman is a representative of the shareholders. In case of a tie vote, the supervisory board chairman may cast the decisive tie-breaking vote. We are not currently subject to German co-determination law requirements.

        In recent history, there has been a trend towards selecting shareholder representatives for supervisory boards from a wider spectrum of candidates, including representatives from non-German companies, in an effort to introduce a broader range of experience and expertise and a larger degree of independence. German regulations also have several rules applicable to supervisory board members which are designed to ensure that the supervisory board members as a group possess the knowledge, ability and expert experience to properly complete their tasks as well as to ensure a certain degree of independence of the board's members. In addition to prohibiting members of the management board from serving on the supervisory board, German law requires members of the supervisory board to act in the best interest of the company. They do not have to follow direction or instruction from third parties. Any service, consulting or similar agreements between the company and any of its supervisory board members must be approved by the supervisory board.

General Meeting

        The general meeting is the resolution body of the KGaA shareholders. Shareholders can exercise their voting rights at the general meeting themselves, by proxy via a representative of their choice, or by a Company-nominated proxy acting on their instructions. Among other matters, the annual general meeting ("AGM") of a KGaA approves its annual financial statements. The internal procedure of the general meeting of a KGaA corresponds to that of the general meeting of a stock corporation. The agenda for the general meeting is fixed by the general partner and the KGaA supervisory board except that the general partner cannot propose nominees for election as members of the KGaA supervisory board or proposals for the Company auditors.

        KGaA shareholders exercise influence in the general meeting through their voting rights but, in contrast to an AG, the general partner of a KGaA has a de facto veto right with regard to material

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resolutions. The members of the supervisory board of a KGaA are elected by the general meeting as in an AG. Although Fresenius SE, as sole shareholder of the General Partner of the Company is not entitled to vote its shares in the election of the Supervisory Board of FMC-AG & Co. KGaA, Fresenius SE retains a degree of influence on the composition of the Supervisory Board of FMC-AG & Co. KGaA due to the overlapping membership on the FMC-AG & Co. KGaA Supervisory Board and the Management AG Supervisory Board (see "The Supervisory Board", above).

        Fresenius SE is subject to various bans on voting at general meetings due to its ownership of the shares of the General Partner. Fresenius SE is banned from voting on resolutions concerning the election to and removal from office of the FMC-AG & Co. KGaA Supervisory Board, ratification or discharge of the actions of the General Partner and members of the Supervisory Board, the appointment of special auditors, the assertion of claims for damages against members of the executive bodies, the waiver of claims for damages, and the selection of auditors of the annual financial statements.

        Certain matters requiring a resolution at the general meeting will also require the consent of the General Partner, such as amendments to the Articles of Association, dissolution of the Company, mergers, a change in the legal form of the partnership limited by shares and other fundamental changes. The General Partner therefore has a de facto veto right on these matters. Annual financial statements are subject to approval by both the KGaA shareholders and the General Partner.

The Articles of Association of FMC-AG & Co. KGaA

        The following is a summary of certain material provisions of our Articles of Association. This summary is not complete and is qualified in its entirety by reference to the complete form of Articles of Association of FMC-AG & Co. KGaA, a convenience English translation of which is on file with the SEC. In addition, it can be found on the Company's website under www.fmc-ag.com.

Organization of the Company

        The Articles of Association contain several provisions relating to the General Partner.

        Under the Articles of Association, possession of the power to control management of the Company through ownership of the General Partner is conditioned upon ownership of a specific minimum portion of the Company's share capital. Under German law, Fresenius SE could significantly reduce its holdings in the Company's share capital while at the same time retaining its de facto control over the Company's management through its ownership of the shares of the General Partner. The Articles of Association of FMC-AG & Co. KGaA required that a parent company within the group shall hold an interest of more than 25% of the share capital of FMC-AG & Co. KGaA. As a result, the General Partner will be required to withdraw from FMC-AG & Co. KGaA if its shareholder no longer holds, directly or indirectly, more than 25% of the Company's share capital. The effect of this provision is that the parent company within the group may not reduce its capital participation in FMC-AG & Co. KGaA below such amount without causing the withdrawal of the General Partner. The articles of association also permit a transfer of all shares in the General Partner to the Company, which would have the same effect as withdrawal of the General Partner.

        The Articles of Association also provide that the General Partner must withdraw if the shares of the General Partner are acquired by a person who does not make an offer under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz or WpÜG) to acquire the shares of the Company's other shareholders within three months of the acquisition of the General Partner. The consideration to be offered to shareholders must include any portion of the consideration paid for the General Partner's shares in excess of the General Partner's equity capital, even if the parties to the sale allocate the premium solely to the General Partner's shares. The Articles of Association provide that the General Partner can be acquired only by a purchaser who at the same time acquires more than 25% of FMC-AG & Co. KGaA's share capital. These provisions would therefore trigger a takeover offer at a lower threshold than the German Securities Acquisition and Takeover Act, which requires that a person who acquires at least 30% of a company's shares make an offer to all shareholders. The provisions will enable shareholders to participate in any potential control premium payable for the shares of the General Partner, although the obligations to make the purchase offer and extend the control premium to outside shareholders could also discourage an acquisition of the General Partner, thereby discouraging a change of control.

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        In the event that the General Partner withdraws from FMC-AG & Co. KGaA as described above or for other reasons, the Articles of Association provide for continuation of the Company as a so-called "unified KGaA" (Einheits-KGaA), i.e., a KGaA in which the general partner is a wholly-owned subsidiary of the KGaA. Upon the coming into existence of a "unified KGaA", the shareholders of FMC-AG & Co. KGaA would effectively be restored to the status as shareholders in an AG, since the control over the General Partner would be exercised by FMC-AG & Co. KGaA's Supervisory Board pursuant to the Articles of Association. If the KGaA is continued as a "unified KGaA," an extraordinary or the next ordinary general meeting would vote on a change in the legal form of the partnership limited by shares into a stock corporation. In such a case, the change of legal form back to the stock corporation would be facilitated by provisions of the Articles of Association requiring only a simple majority vote and that the General Partner consent to the transformation of legal form.

        The Articles of Association provide that to the extent legally required, the General Partner must declare or refuse its consent to resolutions adopted by the meeting directly at the general meeting.

        The articles of association of a KGaA may be amended only through a resolution of the general meeting adopted by a qualified majority (in excess of 75%) and with the consent of the general partner. Therefore, neither group (i.e., the KGaA shareholders and the general partner(s)) can unilaterally amend the articles of association without the consent of the other group. Fresenius SE will, however, continue to be able to exert significant influence over amendments to the Articles of Association through its ownership of a significant percentage of the Company's ordinary shares, since such amendments require a qualified majority (in excess of 75%) of the shares present at the meeting rather than three quarters of the outstanding shares.

Annual Financial Statement and Allocation of Profits

        The Articles of Association on rendering of accounts require that the annual financial statement and allocation of profits of FMC-AG & Co. KGaA be submitted for approval to the AGM of the Company.

        The Articles of Association of FMC-AG & Co. KGaA provide that Management AG is authorized to transfer up to a maximum of half of the annual surplus of FMC-AG & Co. KGaA to other retained earnings when setting up the annual financial statements.

Articles of Association of Management AG

        As a separate corporation, Management AG, has its own articles of association.

        The amount of Management AG's share capital is €3,000,000, issued as 3,000,000 registered shares without par value.

Directors' Share Dealings

        According to Section 15a of the German Securities Trading Act (Wertpapierhandelsgesetz,), members of the management and supervisory boards or other employees in management positions and their close associates are required to inform the Company within five business days when buying or selling our shares and financial instruments based on them if the volume exceeds € 5,000 within a single year. We publish the information received in these reports on our web site in accordance with the regulations as well as in our Annual Report to Shareholders.

Comparison with U.S. and NYSE Governance Standards and Practices

        The listing standards of the NYSE require that a U.S. domestic listed company have a majority of independent board members and that the independent directors meet in regularly scheduled sessions without management. U.S. listed companies also must adopt corporate governance guidelines that address director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession, and an annual performance evaluation of the board. Although, as noted above, our status as a foreign private issuer exempts us from these NYSE requirements, several of these concepts are addressed (but not mandated) by the German Corporate Governance Code. The most recent version of the German Corporate Governance Code is dated May 15, 2012. While the German Corporate Governance Code's governance rules applicable to German corporations are not legally binding, companies failing to comply

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with the German Corporate Governance Code's recommendations must disclose publicly how and for what reason their practices differ from those recommended by the German Corporate Governance Code. A convenience translation of our most recent annual "Declaration of Compliance" will be posted on our web site, www.fmc-ag.com on the Investor Relations page under "Corporate Governance/Declaration of Compliance" together with our declarations for prior years. Some of the German Corporate Governance Code's recommendations address the independence and qualifications of supervisory board members. Specifically, the German Corporate Governance Code recommends that the supervisory board should specify concrete objectives regarding its composition which -inter alia- shall also take into account potential conflicts of interest and what the Supervisory Board considers as an adequate number of independent members. Similarly, if a substantial and not merely temporary conflict of interest arises during the term of a member of the supervisory board, the German Corporate Governance Code recommends that the term of that member be terminated. The German Corporate Governance Code further recommends that at any given time not more than two former members of the management board should serve on the supervisory board. The Supervisory Board includes three members who also serve on the Supervisory Board of the General Partner and who serve on our Audit and Governance Committee and are independent under SEC Rule 10A-3 and NYSE Rule 303A.06 (the audit committee rules of the SEC and the NYSE, respectively), and our pooling agreement requires that at least one-third (but not less than two) members of the General Partner's supervisory board be "independent" within the meaning of that pooling agreement. See Item 6A, "Directors, Senior Management and Employees – Directors and Senior Management – the General Partner's Supervisory Board" and Item 10B, "Additional Information – Description of the Pooling Arrangements:" Any supervisory board must be composed of members who have the required knowledge, abilities and expert experience to properly complete their tasks. The only recommendations of the German Corporate Governance Code with which we do not currently comply are the requirement to agree severance payment caps with specified limits in contracts with the members of the Management Board, the imposition or specification of age limits for service on the Management Board, and specification of concrete objectives in terms of composition of the Supervisory Board (taking into account the international activities of the enterprise, potential conflicts of interest, Supervisory Board age limits, what the Supervisory Board considers as an adequate number of independent members and diversity (including stipulation of an appropriate degree of female representation)), which shall be published and taken into account in recommendations made by the Supervisory Board to the competent election bodies. Furthermore, the status of the implementation of specified objections shall be annually published in the Corporate Governance Report. These recommendations are not adhered to. The employment contracts with the members of the Management Board do not contain severance payment arrangements for the case of premature termination of the contract and consequentially do not contain a limitation on any severance payment amount. Uniform severance payment arrangements of this kind would contradict the concept practiced by FMC-AG & Co. KGaA in accordance with the German Stock Corporation Act according to which employment contracts of the members of the Management Board are, in principle, concluded for the period of their appointment. They would also not allow for well-balanced assessment in an individual case. We further believe that as composition of the Supervisory Board needs to be aligned to the enterprise's interest and has to ensure the effective supervision and consultation of the Management Board it is a matter of principle and of prime importance that each member is suitably qualified. Therefore, when discussing its recommendations to the competent election bodies, the Supervisory board will take into account the international activities of the enterprise, potential conflicts of interest, what the Supervisory Board consider as an adequate number of independent directors and diversity. This includes the aim to establish an appropriate female representation on a long-term basis. However, as we believe it to be in the enterprise's interest not to limit the selection of qualified candidates in a general way, the Supervisory Board confines itself to a general declaration of intent and particularly refrains from fixed diversity quotas and from an age limit. The next regular elections of the Supervisory Board will take place in the year 2016. Therefore, as a practical matter, a report on implementation of the general declaration of intent cannot be made until then. The German Corporate Governance Code furthermore includes inter alia the recommendation that supervisory board members meet without any representatives of the management board attending, whenever necessary, a practice followed by our Supervisory Board when appropriate.

        As noted in the Introduction, as a company listed on the NYSE, we are required to maintain an audit committee in accordance with Rule 10A-3 under the Securities Exchange Act of 1934. The NYSE's listing standards applicable to U.S. domestic listed companies require that such companies also maintain a nominating committee to select nominees to the board of directors and a compensation committee, each consisting solely of directors who are "independent" as defined in the NYSE's governance rules.

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        In contrast to U.S. practice, with one exception, German corporate law does not mandate the creation of specific supervisory board committees, independent or otherwise. In certain cases, German corporations are required to establish what is called a mediation committee with a charter to resolve any disputes among the members of the supervisory board that may arise in connection with the appointment or dismissal of members of the management board. The German Stock Corporation Act provides that the supervisory board may establish, and the German Corporate Governance Code recommends that a supervisory board establish an audit committee to handle the formal engagement of the company's independent auditors once they have been approved by the general meeting of shareholders. Under the German Corporate Governance Code, the audit committee would also handle inter alia the monitoring of the accounting process, the effectiveness of the internal control system, the audit of the Annual Financial Statements, here, in particular, the independence of the auditor, the services rendered additionally by the auditor, the issuing of the audit mandate to the auditor, the determination of auditing focal points and the fee arrangement, and – unless another committee is entrusted therewith – compliance. Under the Stock Corporation Act, an audit committee should supervise the effectiveness of the internal control system, the risk management system and the internal audit function. Our Audit and Corporate Governance Committee within the Supervisory Board functions in each of these areas and also serves as our audit committee as required by Rule 10A-3 under the Exchange Act and the NYSE rules. As sole shareholder of our General Partner, Fresenius SE elects the supervisory board of our general partner (subject to the requirements of our pooling agreement discussed above).

        In practice, the supervisory boards of many German companies have also constituted other committees to facilitate the work of the supervisory board. For example, a presidential committee is frequently constituted to deal with executive compensation and nomination issues as well as service agreements with members of the supervisory board. SEC Rule 10C-1, adopted pursuant to the Dodd-Frank Act, requires that national securities exchanges revise their listing rules to prohibit the listing of the equity securities of a company that does not maintain a compensation committee consisting solely of independent directors, with independence to be determined considering all relevant factors. The NYSE has amended its compensation committee rule to implement SEC Rule 10C-1 and, as a foreign private issuer, we continue to be exempt from all requirements to maintain an independent compensation committee. At the present time, we do not maintain a compensation committee and these functions are carried out by our General Partner's supervisory board, as a whole assisted, with respect to compensation matters, by its Human Resources Committee. See "Directors, Senior Management and Employees – Compensation – Compensation of the Management Board" and "Directors – Senior Management and Employees – Board Committees." We have also established a nomination committee and we have established a joint committee (the "Joint Committee") (gemeinsamer Ausschuss) together with Management AG, of the supervisory boards of Management AG and FMC-AG & Co. KGaA consisting of two members designated by each supervisory board to advise and decide on certain extraordinary management measures.

        For information regarding the members of our Audit and Corporate Governance Committee as well as the functions of the Audit and Corporate Governance Committee, the Joint Committee, the Nominating Committee, and our General Partner's Regulatory and Reimbursement Assessment Committee, see Item 6.C, "Directors, Senior Management and Employees – Board Practices."

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PART III

Item 17.    Financial Statements

        Not applicable. See "Item 18. Financial Statements."

Item 18.    Financial Statements

        The information called for by this item commences on Page F-1.

Item 19.    Exhibits

        Pursuant to the provisions of the Instructions for the filings of Exhibits to Annual Reports on Form 20-F, Fresenius Medical Care AG & Co. KGaA (the "Registrant") is filing the following exhibits

1.1	Articles of Association (Satzung) of the Registrant (filed herewith).
2.1	Amended and Restated Deposit Agreement dated as of February 26, 2007 between The Bank of New York (now The Bank of New York Mellon) and the Registrant relating to Ordinary Share ADSs (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form F-6, Registration No. 333-140664, filed February 13, 2007).
2.2	Amended and Restated Deposit Agreement dated as of February 26, 2007 between The Bank of New York (now The Bank of New York Mellon) and the Registrant to Preference Share ADSs (incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6, Registration No. 333-140730, filed February 15, 2007).
2.3	Pooling Agreement dated February 13, 2006 by and between Fresenius AG, Fresenius Medical Care Management AG and the individuals acting from time to time as Independent Directors. (incorporated by reference to Exhibit 2.3 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2005, filed March 2, 2006).
2.4	Indenture dated as of July 2, 2007 by and among FMC Finance III S.A., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 67/8% Senior Notes due 2017 of FMC Finance III S.A. (incorporated by reference to Exhibit 4.3 to the Registrant's Report on Form 6-K for the month of August 2007, furnished August 2, 2007).
2.5	Form of Note Guarantee for 67/8% Senior Notes due 2017 (Included in Exhibit 2.4) (incorporated by reference to Exhibit 4.3 to the Registrant's Report on Form 6-K for the month of August 2007, furnished August 2, 2007).
2.6	Supplemental Indenture dated as of June 20, 2011 to Indenture dated as of July 2, 2007 (incorporated by reference to Exhibit 10.4 to the Registrant's Report on Form 6-K for the month of August 2011, furnished August 2, 2011).
2.7	Indenture dated as of January 20, 2010 by and among FMC Finance VI S.A., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, and Deutsche Bank Aktiengesellschaft, as Paying Agent, related to the 5.50% Senior Notes due 2016 of FMC Finance VI S.A. (incorporated by reference to Exhibit 10.1 to the Registrant's Report on Form 6-K for the month of May 2010, furnished May 5, 2010).
2.8	Form of Note Guarantee for 5.50% Senior Notes due 2016 (Included in Exhibit 2.8) (incorporated by reference to Exhibit 10.2 to the Registrant's Report on Form 6-K for the month of May 2010, furnished May 5, 2010).
2.9	Indenture (Euro denominated) dated as of February 2, 2011 by and among FMC Finance VII S.A., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, and Deutsche Bank Aktiengesellschaft, as Paying Agent, related to the 5.25% Senior Notes due 2021 of FMC Finance VII S.A. (incorporated by reference to Exhibit 2.20 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2010, filed February 23, 2011).
2.10	Form of Note Guarantee for 5.25% Senior Notes due 2021 (included in Exhibit 2.9) (incorporated by reference to Exhibit 2.21 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2010, filed February 23, 2011).

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2.11	Indenture (Dollar denominated) dated as of February 2, 2011 by and among Fresenius Medical Care US Finance, Inc., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 5.75% Senior Notes due 2021 of Fresenius Medical Care US Finance, Inc. (incorporated by reference to Exhibit 2.22 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2010, filed February 23, 2011).
2.12	Form of Note Guarantee for 5.75% Senior Notes due 2021 (included in Exhibit 2.11) (incorporated by reference to Exhibit 2.23 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2010, filed February 23, 2011).
2.13	Indenture (Euro-denominated) dated as of September 14, 2011 by and among FMC Finance VIII S.A., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, and Deutsche Bank Aktiengesellschaft, as Paying Agent, related to the 6.50% Euro-denominated Senior Notes due 2018 of FMC Finance VIII S.A. (incorporated by reference to Exhibit 10.1 to the Registrant's Report on Form 6-K for the month of November 2011, furnished November 3, 2011).
2.14	Form of Note Guarantee for 6.50% Euro-denominated Senior Notes due 2018 (included in Exhibit 2.25) (incorporated by reference to Exhibit 10.1 to the Registrant's Report on Form 6-K for the month of November 2011, furnished November 3, 2011).
2.15	Indenture (Dollar-denominated) dated as of September 14, 2011 by and among Fresenius Medical Care US Finance II, Inc., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 6.50% Dollar-denominated Senior Notes due 2018 of Fresenius Medical Care US Finance II, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant's Report on Form 6-K for the month of November 2011, furnished November 3, 2011).
2.16	Form of Note Guarantee for 6.50% Dollar-denominated Senior Notes due 2018 (included in Exhibit 2.15) (incorporated by reference to Exhibit 10.2 to the Registrant's Report on Form 6-K for the month of November 2011, furnished November 3, 2011).
2.17	Indenture dated as of October 17, 2011 by and among FMC Finance VIII S.A., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, and Deutsche Bank Aktiengesellschaft, as Paying Agent, related to the Floating Rate Senior Notes due 2016 of FMC Finance VIII S.A. (incorporated by reference to Exhibit 10.3 to the Registrant's Report on Form 6-K for the month of November 2011, furnished November 3, 2011).
2.18	Form of Note Guarantee for Floating Rate Senior Notes due 2016 (included in Exhibit 2.17) (incorporated by reference to Exhibit 10.2 to the Registrant's Report on Form 6-K for the month of November 2011, furnished November 3, 2011).
2.19	Indenture (Dollar-denominated) dated as of January 26, 2012 by and among Fresenius Medical Care US Finance II, Inc., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 55/8% Senior Notes due 2019 of Fresenius Medical Care US Finance II, Inc. (incorporated by reference to Exhibit 2.19 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).
2.20	Form of Note Guarantee for 55/8% Senior Notes due 2019 (included in Exhibit 2.19) (incorporated by reference to Exhibit 2.20 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).
2.21	Indenture (Dollar-denominated) dated as of January 26, 2012 by and among Fresenius Medical Care US Finance II, Inc., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 57/8% Senior Notes due 2022 of Fresenius Medical Care US Finance II, Inc. (incorporated by reference to Exhibit 2.21 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).
2.22	Form of Note Guarantee for 57/8% Senior Notes due 2022 (included in Exhibit 2.21) (incorporated by reference to Exhibit 2.22 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).

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2.23	Indenture (Euro-denominated) dated as of January 26, 2012 by and among FMC Finance VIII S.A., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, and Deutsche Bank Aktiengesellschaft, as Paying Agent, related to the 5.25% Euro-denominated Senior Notes due 2019 of FMC Finance VIII S.A. (incorporated by reference to Exhibit 2.23 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).
2.24	Form of Note Guarantee for 5.25% Euro-denominated Senior Notes due 2019 (included in Exhibit 2.23) (incorporated by reference to Exhibit 2.24 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).
2.25	Credit Agreement dated as of October 30, 2012 among the Registrant, Fresenius Medical Care Holdings, Inc., and certain subsidiaries of the Registrant as borrowers and guarantors, Bank of America N.A., as administrative agent, Deutsche Bank AG New York Branch, as sole syndication agent, Commerzbank AG, New York Branch, JPMorgan Chase Bank, National Association, The Bank of Nova Scotia, Suntrust Bank, Unicredit Bank AG, New York Branch, and Wells Fargo Bank, National Association, as co-documentation agents, and the lenders named therein (filed herewith).
2.35	Sixth Amended and Restated Transfer and Administration Agreement dated as of January 17, 2013 by and among NMC Funding Corporation, as Transferor, National Medical Care, Inc., as initial collection agent, Liberty Street Funding LLC, and other conduit investors party thereto, the financial institutions party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Barclays Bank PLC, Credit Agricole Corporate and Investment Bank, New York, PNC Bank, National Association, Royal Bank of Canada, as administrative agents, and The Bank of Nova Scotia, as an administrative agent and as agent (filed herewith).
2.39	Second Amended and Restated Receivables Purchase Agreement dated January 17, 2013 between National Medical Care, Inc. and NMC Funding Corporation (filed herewith).
4.1	Agreement and Plan of Reorganization dated as of February 4, 1996 between W.R. Grace & Co. and Fresenius AG. (incorporated by reference to Appendix A to the Joint Proxy Statement-Prospectus of FMC-AG, W.R. Grace & Co. and Fresenius USA, Inc., dated August 2, 1996).
4.2	Distribution Agreement dated as of February 4, 1996 by and among W.R. Grace & Co., W.R., Grace & Co. – Conn. and Fresenius AG (incorporated by reference to Appendix A to the Joint Proxy Statement-Prospectus of FMC-AG, W.R. Grace & Co. and Fresenius USA, Inc., dated August 2, 1996).
4.3	Contribution Agreement dated as of February 4, 1996 by and among Fresenius AG, Sterilpharma GmbH and W.R. Grace & Co. – Conn. (incorporated by reference to Appendix E to the Joint Proxy Statement-Prospectus of FMC-AG, W.R. Grace & Co. and Fresenius USA, Inc., dated August 2, 1996).
4.4	Renewed Post-Closing Covenants Agreement effective January 1, 2007 between Fresenius AG and Registrant (incorporated by reference to Exhibit 4.4 to the Registrant's Amended Annual Report on Form 20-F/A for the year ended December 31, 2006, filed February 26, 2007).
4.5	Lease Agreement for Office Buildings dated September 30, 1996 by and between Fresenius AG and Fresenius Medical Care Deutschland GmbH. (Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-1 of FMC-AG, Registration No. 333-05922, filed November 18, 1996).
4.6	Amendment for Lease Agreement for Office Buildings dated December 19, 2006 by and between Fresenius AG and Fresenius Medical Care Deutschland GmbH (incorporated by reference to Exhibit 4.5 to the Registrant's Amended Annual Report on Form 20-F/A for the year ended December 31, 2006, filed February 26, 2007).
4.7	Lease Agreement for Manufacturing Facilities dated September 30, 1996 by and between Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt Schweinfurt KG and Fresenius Medical Care Deutschland GmbH (incorporated by reference to Exhibit 10.4.1 to the Registration Statement on Form F-1 of FMC-AG, Registration No. 333-05922, filed November 16, 1996).

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4.8	Amendment for Lease Agreement for Manufacturing Facilities dated December 19, 2006 by and between Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt Schweinfurt KG and Fresenius Medical Care Deutschland GmbH (incorporated by reference to Exhibit 4.6 to the Registrant's Amended Annual Report on Form 20-F/A for the year ended December 31, 2006, filed on February 26, 2007).
4.9	English Convenience translation of Amendment for Lease Agreement for Manufacturing Facilities dated February 8, 2011 by and between Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt Schweinfurt KG and Fresenius Medical Care Deutschland GmbH (filed herewith).
4.10	Schweinfurt facility rental agreement between Fresenius Immobilien-Verwaltungs-GmbH & Co, Objekt Schweinfurt KG, as Lessor, and Fresenius Medical Care Deutschland GmbH, as Lessee, dated February 6, 2008 and effective October 1, 2007, supplementing the Principal Lease dated December 18, 2006 (incorporated by reference to Exhibit 10.1 to the Report of Form 6-K for the month of April 2008, furnished April 30, 2008).
4.11	Lease Agreement for Manufacturing Facilities dated September, 1996 by and between Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt St. Wendel KG and Fresenius Medical Care Deutschland GmbH (incorporated by reference to Exhibit 10.4.2 to the Registration Statement on Form F-1 of FMC-AG, Registration No. 333-05922, filed November 16, 1996).
4.12	Lease Agreement for Manufacturing Facilities dated September 30, 1996 by and between Fresenius AG and Fresenius Medical Care Deutschland GmbH (Ober-Erlenbach) (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-1 of FMC-AG, Registration No. 333-05922, filed November 18, 1996).
4.13	Amendment for Lease Agreement for Manufacturing Facilities dated December 19, 2006 by and between Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt St. Wendel KG and Fresenius Medical Care Deutschland GmbH (incorporated by reference to Exhibit 4.7 to the Registrant's Amended Annual Report on Form 20-F/A for the year ended December 31, 2006 filed on February 26, 2007).
4.14	English Convenience translation of Amendment for Lease Agreement for Manufacturing Facilities dated February 8, 2011, by and between Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt St. Wendel KG and Fresenius Medical Care Deutschland GmbH (filed herewith).
4.15	Amendment for Lease Agreement for Manufacturing Facilities dated December 19, 2006 by and between Fresenius AG and Fresenius Medical Care Deutschland GmbH (Ober-Erlenbach) (incorporated by reference to Exhibit 4.8 to the Registrant's Amended Annual Report on Form 20-F/A for the year ended December 31, 2006 filed on February 26, 2007).
4.16	Trademark License Agreement dated September 27, 1996 by and between Fresenius AG and FMC-AG. (Incorporated by reference to Exhibit 10.8 to FMC-AG's Registration Statement on Form F-1, Registration No. 333-05922, filed November 16, 1996).
4.17	Technology License Agreement (Biofine) dated September 27, 1996 by and between Fresenius AG and FMC-AG (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form F-1 of FMC-AG, Registration No. 333-05922, filed November 16, 1996).
4.18	Cross-License Agreement dated September 27, 1996 by and between Fresenius AG and FMC-AG (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form F-1 of FMC-AG, Registration No. 333-05922, filed November 16, 1996).
4.19	Lease Agreement for Office Buildings dated September 30, 1996 by and between Fresenius AG and Fresenius Medical Care Deutschland GmbH (Daimler Str.) (incorporated by reference to Exhibit 2.8 to the Annual Report on Form 20-F of FMC-AG for the year ended December 31, 1996, filed April 7, 1997).
4.20	Amendment for Lease Agreement for Office Buildings dated December 19, 2006 by and between Fresenius AG and Fresenius Medical Care Deutschland GmbH (Daimler Str.) (incorporated by reference to Exhibit 4.12 to the Registrant's Amended Annual Report on Form 20-F/A for the year ended December 31, 2006, filed on February 26, 2007).

142

4.21	FMC-AG 1998 Stock Incentive Plan adopted effective as of April 6, 1998 (incorporated by reference to Exhibit 4.8 to the Report on Form 6-K of FMC-AG for the month of May 1998, furnished May 14, 1998).
4.22	FMC-AG Stock Option Plan of June 10, 1998 (for non-North American employees) (incorporated by reference to Exhibit 1.2 to the Annual Report on Form 20-F of FMC-AG, for the year ended December 31, 1998, filed March 24, 1999).
4.23	Fresenius Medical Care Aktiengesellschaft 2001 International Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form F-4 of FMC-AG et al, Registration No. 333-66558, filed August 2, 2001).
4.24	Stock Option Plan 2006 of Fresenius Medical Care AG & Co. KGaA (incorporated by reference to Exhibit 10.2 to the Registrant's Amended Report on Form 6-K/A for the month of August 2006, furnished August 11, 2006).
4.25	English convenience translation of the Stock Option Plan 2011 of Fresenius Medical Care AG & Co. KGaA (incorporated by reference to Exhibit 10.2 to the Registrant's Report on Form 6-K for the month of August 2011, furnished August 2, 2011).
4.26	English convenience translation of the Phantom Stock Plan 2011 of Fresenius Medical Care AG & Co. KGaA (incorporated by reference to Exhibit 10.5 to the Registrant's Report on Form 6-K for the month of August 2011, furnished August 2, 2011).
4.27	Settlement Agreement dated as of February 6, 2003 by and among FMC-AG, Fresenius Medical Care Holdings, National Medical Care, Inc., the Official Committee of Asbestos Personal Injury Claimants, and the Official Committee of Asbestos Property Damage Claimants of W.R. Grace & Co. (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of Fresenius Medical Care Holdings, Inc. for the year ended December 31, 2002, filed March 17, 2002).
4.28	Amended and Restated Subordinated Loan Note dated as of March 31, 2006, among National Medical Care, Inc. and certain of its subsidiaries as Borrowers and Fresenius AG as Lender (incorporated herein by reference to Exhibit 4.3 to the Registrant's Report on Form 6-K for the month of May 2006, furnished May 17, 2006).(1)
4.29	Allonge dated September 29, 2010 to Amended and Restated Subordinated Loan Note dated as of March 31, 2006 (incorporated by reference to Exhibit 10.5 to the Registrant's Amended Report on Form 6-K/A for the month of November 2010, furnished April 8, 2011).(1)
4.30	Agreement and Plan of Merger by and among Bio-Medical Applications Management Company, Inc., PB Merger Sub, Inc., Liberty Dialysis Holdings, Inc., certain stockholders of Liberty Dialysis Holdings,  Inc., LD Stockholder Representative, LLC, and Fresenius Medical Care Holdings, Inc. dated as of August 1, 2011(incorporated by reference to Exhibit 10.5 to the Registrant's Report of Form 6 K for the month of November 2011, furnished November 3, 2011).(1)
4.31	Dialysis Organization Agreement effective January 1, 2012 by and among Amgen Inc., Amgen USA Inc., and Fresenius Medical Care Holdings Inc.(1)
8.1	List of Significant Subsidiaries. Our significant subsidiaries are identified in "Item 4.C. Information on the Company – Organizational Structure."
11.1	Code of Business Conduct. A copy of the Registrant's Code of Business Conduct is available on the Registrant's web site at: http://www.fmc-ag.com/Code_of_Conduct.htm.
12.1	Certification of Chief Executive Officer of the general partner of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
12.2	Certification of Chief Financial Officer of the general partner of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

143

13.1	Certification of Chief Executive Officer and Chief Financial Officer of the general partner of the Registrant Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). (This Exhibit is furnished herewith, but not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we explicitly incorporate it by reference.)
14.1	Consent of KPMG, independent registered public accounting firm (filed herewith).
101	The following financial statements as of and for the twelve-month period ended December 31, 2011 from the Company's Annual Report on Form 20-F for the month of February 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders' Equity and (vi) Notes to Consolidated Financial Statements. (filed herewith).

(1)

Confidential treatment has been granted as to certain portions of this document in accordance with the applicable rules of the Securities and Exchange Commission.

144

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

        DATE: February 26, 2013

FRESENIUS MEDICAL CARE AG & Co. KGaA a partnership limited by shares, represented by:
FRESENIUS MEDICAL CARE MANAGEMENT AG, its general partner
By:	/s/ RICE POWELL
Name:	Rice Powell
Title:	Chief Executive Officer and Chairman of the Management Board of the General Partner
By:	/s/ MICHAEL BROSNAN
Name:	Michael Brosnan
Title:	Chief Financial Officer and member of the Management Board of the General Partner

145

INDEX OF FINANCIAL STATEMENTS

Audited Consolidated Financial Statements
Management's Annual Report on Internal Control over Financial Reporting	F-2
Report of Independent Registered Public Accounting Firm	F-4
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting	F-5
Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010	F-6
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010	F-7
Consolidated Balance Sheets as of December 31, 2012 and 2011	F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010	F-9
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2012, 2011 and 2010	F-10
Notes to Consolidated Financial Statements	F-11
Financial Statement Schedule	S-II

F-1

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

        Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed by or under the supervision of the Company's chief executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

        As of December 31, 2012, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management's assessment follows the guidance for management of the evaluation of internal controls over financial reporting released by the Securities and Exchange Commission on May 23, 2007. Based on this assessment, management has determined that the Company's internal control over financial reporting is effective as of December 31, 2012.

        The Company's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurance that the Company's transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

        Fresenius Medical Care acquired Liberty Dialysis Holdings, Inc. during 2012. Management excluded the business of Liberty Dialysis from the scope of its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2012. Liberty Dialysis is associated with total identifiable assets of approximately $600 million and total revenues of approximately $713 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2012.

        Because of its inherent limitation, internal control over financial reporting, no matter how well designed, cannot provide absolute assurance of achieving financial reporting objectives and may not prevent or detect misstatements. Therefore, even if the internal control over financial reporting is determined to be effective it can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

F-2

        The Company's internal control over financial reporting as of December 31, 2012 has been audited by KPMG AG Wirtschaftsprüfungsgesellschaft, an independent registered public accounting firm, as stated in their report included on page F-5.

Date: February 26, 2013	FRESENIUS MEDICAL CARE AG & CO. KGaA, a partnership limited by shares, represented by:
	FRESENIUS MEDICAL CARE MANAGEMENT AG, its General Partner
	By:	/s/ RICE POWELL
	Name:	Rice Powell
	Title:	Chief Executive Officer and Chairman of the Management Board of the General Partner
	By:	/s/ MICHAEL BROSNAN
	Name:	Michael Brosnan
	Title:	Chief Financial Officer and member of the Management Board of the General Partner

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Supervisory Board

        Fresenius Medical Care AG & Co. KGaA:

        We have audited the accompanying consolidated balance sheets of Fresenius Medical Care AG & Co. KGaA and subsidiaries ("Fresenius Medical Care" or the "Company") as of December 31, 2012 and 2011 and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2012. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Fresenius Medical Care as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Fresenius Medical Care's internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 26, 2013 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Frankfurt am Main, Germany

February 26, 2013

/s/ KPMG AG

Wirtschaftsprüfungsgesellschaft

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Supervisory Board

        Fresenius Medical Care AG & Co. KGaA:

        We have audited the internal control over financial reporting of Fresenius Medical Care AG & Co. KGaA and subsidiaries ("Fresenius Medical Care" or the "Company") as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Fresenius Medical Care's management is responsible for maintaining effective internal control over financial reporting and its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, Fresenius Medical Care maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

        Fresenius Medical Care acquired Liberty Dialysis Holdings, Inc. during 2012. Management excluded the business of Liberty Dialysis from the scope of its assessment of the effectiveness of Fresenius Medical Care's internal control over financial reporting as of December 31, 2012. Liberty Dialysis Holding is associated with total identifiable assets of approximately $600 million and total revenues of approximately $713 million included in the consolidated financial statements of Fresenius Medical Care and subsidiaries as of and for the year ended December 31, 2012. Our audit of internal control over financial reporting of Fresenius Medical Care also excluded an evaluation of the internal control over financial reporting of Liberty Dialysis Holdings, Inc.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Fresenius Medical Care as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2012, and our report dated February 26, 2013 expressed an unqualified opinion on those consolidated financial statements.

Frankfurt am Main, Germany

February 26, 2013

/s/ KPMG AG

Wirtschaftsprüfungsgesellschaft

F-5

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Statements of Income
For the years ended December 31,
(in thousands, except share data)

	2012			2011			2010
Net revenue:
Dialysis Care	$	10,772,124		$	9,507,173		$	9,070,546
Less: Patient service bad debt provision		280,365			224,545			209,296
Net Dialysis Care		10,491,759			9,282,628			8,861,250
Dialysis Products		3,308,523			3,287,887			2,982,944
		13,800,282			12,570,515			11,844,194
Costs of revenue:
Dialysis Care		7,649,514			6,861,197			6,572,445
Dialysis Products		1,549,515			1,557,277			1,436,687
		9,199,029			8,418,474			8,009,132
Gross profit		4,601,253			4,152,041			3,835,062
Operating (income) expenses:
Selling, general and administrative		2,224,715			2,001,825			1,823,674
Gain on sale of dialysis clinics		(36,224	)		(4,551	)		—
Research and development		111,631			110,834			96,532
Income from equity method investees		(17,442	)		(30,959	)		(8,949	)
Other operating expenses		100,000			—			—
Operating income		2,218,573			2,074,892			1,923,805
Other (income) expense:
Investment Gain		(139,600	)		—			—
Interest income		(44,474	)		(59,825	)		(25,409	)
Interest expense		470,534			356,358			305,473
Income before income taxes		1,932,113			1,778,359			1,643,741
Income tax expense		605,136			601,097			578,345
Net income		1,326,977			1,177,262			1,065,396
Less: Net income attributable to noncontrolling interests		140,168			106,108			86,879
Net income attributable to shareholders of FMC-AG & Co. KGaA	$	1,186,809		$	1,071,154		$	978,517
Basic income per ordinary share	$	3.89		$	3.54		$	3.25
Fully diluted income per ordinary share	$	3.87		$	3.51		$	3.24

See accompanying notes to consolidated financial statements.

F-6

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Statements of Comprehensive Income
For the years ended December 31,
(in thousands, except share data)

	2012			2011			2010
Net Income	$	1,326,977		$	1,177,262		$	1,065,396
Gain (loss) related to cash flow hedges		24,019			(102,446	)		(8,109	)
Actuarial gains (losses) on defined benefit pension plans		(103,178	)		(81,906	)		(35,654	)
Gain (loss) related to foreign currency translation		63,803			(181,234	)		(110,888	)
Income tax (expense) benefit related to components of other comprehensive income		8,831			72,617			12,821
Other comprehensive income (loss), net of tax		(6,525	)		(292,969	)		(141,830	)
Total comprehensive income	$	1,320,452		$	884,293		$	923,566
Comprehensive income attributable to noncontrolling interests		139,989			104,861			89,370
Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA	$	1,180,463		$	779,432		$	834,196

See accompanying notes to consolidated financial statements.

F-7

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Balance Sheets
(in thousands, except share data)

	December 31, 2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	688,040		$	457,292
Trade accounts receivable less allowance for doubtful accounts of $328,893 in 2012 and $299,751 in 2011		3,019,424			2,798,318
Accounts receivable from related parties		137,809			111,008
Inventories		1,036,809			967,496
Prepaid expenses and other current assets		937,761			1,035,366
Deferred taxes		307,613			325,539
Total current assets		6,127,456			5,695,019
Property, plant and equipment, net		2,940,603			2,629,701
Intangible assets		710,116			686,652
Goodwill		11,421,889			9,186,650
Deferred taxes		133,753			88,159
Investment in equity method investees		637,373			692,025
Other assets and notes receivables		354,808			554,644
Total assets	$	22,325,998		$	19,532,850
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	622,294		$	541,423
Accounts payable to related parties		123,350			111,226
Accrued expenses and other current liabilities		1,787,471			1,704,273
Short-term borrowings and other financial liabilities		117,850			98,801
Short-term borrowings from related parties		3,973			28,013
Current portion of long-term debt and capital lease obligations		334,747			1,589,776
Income tax payable		150,003			162,354
Deferred taxes		30,303			26,745
Total current liabilities		3,169,991			4,262,611
Long-term debt and capital lease obligations, less current portion		7,841,914			5,494,810
Other liabilities		294,569			236,628
Pension liabilities		423,361			290,493
Income tax payable		201,642			189,000
Deferred taxes		664,001			587,800
Total liabilities		12,595,478			11,061,342
Noncontrolling interests subject to put provisions		523,260			410,491
Shareholders' equity:
Preference shares, no par value, €1.00 nominal value, 7,066,522 shares authorized, 3,973,333 issued and outstanding		4,462			4,452
Ordinary shares, no par value, €1.00 nominal value, 385,396,450 shares authorized, 302,739,758 issued and outstanding		374,915			371,649
Additional paid-in capital		3,491,581			3,362,633
Retained earnings		5,563,661			4,648,585
Accumulated other comprehensive (loss) income		(492,113	)		(485,767	)
Total FMC-AG & Co. KGaA shareholders' equity		8,942,506			7,901,552
Noncontrolling interests not subject to put provisions		264,754			159,465
Total equity		9,207,260			8,061,017
Total liabilities and equity	$	22,325,998		$	19,532,850

See accompanying notes to consolidated financial statements.

F-8

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Statements of Cash Flows
For the years ended December 31,
(in thousands)

	2012			2011			2010
Operating Activities:
Net income	$	1,326,977		$	1,177,262		$	1,065,396
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		602,896			557,283			503,224
Change in deferred taxes, net		70,462			147,454			14,687
(Gain) loss on sale of investments		(36,224	)		(7,679	)		(5,888	)
(Gain) loss on sale of fixed assets		6,700			(1,306	)		(628	)
Investment (gain)		(139,600	)		—			—
Compensation expense related to stock options		26,476			29,071			27,981
Cash inflow (outflow) from hedging		(13,947	)		(58,113	)		—
Investments in equity method investees, net		22,512			(30,959	)		(8,949	)
Changes in assets and liabilities, net of amounts from businesses acquired:
Trade accounts receivable, net		(43,344	)		(252,794	)		(300,274	)
Inventories		(48,279	)		(151,890	)		18,326
Prepaid expenses, other current and non-current assets		93,121			(119,131	)		(51,356	)
Accounts receivable from related parties		(25,859	)		(11,669	)		125,962
Accounts payable to related parties		10,064			(4,495	)		(135,001	)
Accounts payable, accrued expenses and other current and non-current liabilities		225,586			132,406			124,279
Income tax payable		(38,478	)		41,042			(9,634	)
Net cash provided by (used in) operating activities		2,039,063			1,446,482			1,368,125
Investing Activities:
Purchases of property, plant and equipment		(675,310	)		(597,855	)		(523,629	)
Proceeds from sale of property, plant and equipment		9,667			27,325			16,108
Acquisitions and investments, net of cash acquired, and purchases of intangible assets		(1,878,908	)		(1,785,329	)		(764,338	)
Proceeds from divestitures		263,306			9,990			146,835
Net cash provided by (used in) investing activities		(2,281,245	)		(2,345,869	)		(1,125,024	)
Financing Activities:
Proceeds from short-term borrowings and other financial liabilities		174,391			189,987			281,022
Repayments of short-term borrowings and other financial liabilities		(163,059	)		(248,821	)		(258,561	)
Proceeds from short-term borrowings from related parties		39,829			146,872			—
Repayments of short-term borrowings from related parties		(64,112	)		(127,015	)		—
Proceeds from long-term debt and capital lease obligations (net of debt issuance costs and other hedging costs of $178,593 in 2012, $127,854 in 2011 and $31,458 in 2010)		4,750,730			2,706,105			947,346
Repayments of long-term debt and capital lease obligations		(3,589,013	)		(957,235	)		(1,072,941	)
Redemption of trust preferred securities		—			(653,760	)		—
Increase (decrease) of accounts receivable securitization program		(372,500	)		24,500			296,000
Proceeds from exercise of stock options		121,126			94,893			109,518
Dividends paid		(271,733	)		(280,649	)		(231,967	)
Distributions to noncontrolling interests		(195,023	)		(129,542	)		(111,550	)
Contributions from noncontrolling interests		37,704			27,824			26,416
Net cash provided by (used in) financing activities		468,340			793,159			(14,717	)
Effect of exchange rate changes on cash and cash equivalents		4,590			40,650			(6,739	)
Cash and Cash Equivalents:
Net increase (decrease) in cash and cash equivalents		230,748			(65,578	)		221,645
Cash and cash equivalents at beginning of period		457,292			522,870			301,225
Cash and cash equivalents at end of period	$	688,040		$	457,292		$	522,870

See accompanying notes to consolidated financial statements.

F-9

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Statement of Shareholders' Equity
For the years ended December 31, 2012, 2011 and 2010
(in thousands, except share data)

	Preference Shares				Ordinary Shares													Total FMC-AG & Co. KGaA shareholders' equity
															Accumulated Other comprehensive income (loss)						Noncontrolling interests not subject to put provisions
	Number of shares		No par value		Number of shares		No par value		Additional paid in capital			Retained earnings												Total Equity
Balance at December 31, 2009		3,884,328	$	4,343		295,746,635	$	365,672	$	3,243,466		$	3,111,530		$	(49,724	)	$	6,675,287		$	123,103		$	6,798,390
Proceeds from exercise of options and related tax effects		72,840		97		2,532,366		3,330		98,819			—			—			102,246			—			102,246
Compensation expense related to stock options		—		—		—		—		27,981			—			—			27,981			—			27,981
Dividends paid		—		—		—		—		—			(231,967	)		—			(231,967	)		—			(231,967	)
Purchase/ sale of noncontrolling interests		—		—		—		—		(6,263	)		—			—			(6,263	)		17,295			11,032
Contributions from / to noncontrolling interests		—		—		—		—		—			—			—			—			(54,225	)		(54,225	)
Changes in fair value of noncontrolling interests subject to put provisions		—		—		—		—		(24,222	)		—			—			(24,222	)		—			(24,222	)
Net income		—		—		—		—		—			978,517			—			978,517			58,040			1,036,557
Other comprehensive income (loss)		—		—		—		—		—			—			(144,321	)		(144,321	)		2,440			(141,881	)
Comprehensive income		—		—		—		—		—			—			—			834,196			60,480			894,676
Balance at December 31, 2010		3,957,168	$	4,440		298,279,001	$	369,002	$	3,339,781		$	3,858,080		$	(194,045	)	$	7,377,258		$	146,653		$	7,523,911
Proceeds from exercise of options and related tax effects		8,523		12		1,885,921		2,647		85,887			—			—			88,546			—			88,546
Compensation expense related to stock options		—		—		—		—		29,071			—			—			29,071			—			29,071
Dividends paid		—		—		—		—		—			(280,649	)		—			(280,649	)		—			(280,649	)
Purchase/ sale of noncontrolling interests		—		—		—		—		(5,873	)		—			—			(5,873	)		9,662			3,789
Contributions from / to noncontrolling interests		—		—		—		—		—			—			—			—			(59,066	)		(59,066	)
Changes in fair value of noncontrolling interests subject to put provisions		—		—		—		—		(86,233	)		—			—			(86,233	)		—			(86,233	)
Net income		—		—		—		—		—			1,071,154			—			1,071,154			63,251			1,134,405
Other comprehensive income (loss)		—		—		—		—		—			—			(291,722	)		(291,722	)		(1,035	)		(292,757	)
Comprehensive income		—		—		—		—		—			—			—			779,432			62,216			841,648
Balance at December 31, 2011		3,965,691	$	4,452		300,164,922	$	371,649	$	3,362,633		$	4,648,585		$	(485,767	)	$	7,901,552		$	159,465		$	8,061,017
Proceeds from exercise of options and related tax effects		7,642		10		2,574,836		3,266		110,510			—			—			113,786			—			113,786
Compensation expense related to stock options		—		—		—		—		26,476			—			—			26,476			—			26,476
Dividends paid		—		—		—		—		—			(271,733	)		—			(271,733	)		—			(271,733	)
Purchase / sale of noncontrolling interests		—		—		—		—		(26,918	)		—			—			(26,918	)		86,705			59,787
Contributions from / to noncontrolling interests		—		—		—		—		—			—			—			—			(26,428	)		(26,428	)
Changes in fair value of noncontrolling interests subject to put provisions		—		—		—		—		18,880			—			—			18,880			—			18,880
Net income		—		—		—		—		—			1,186,809			—			1,186,809			45,450			1,232,259
Other comprehensive income (loss)		—		—		—		—		—			—			(6,346	)		(6,346	)		(438	)		(6,784	)
Comprehensive income		—		—		—		—		—			—			—			1,180,463			45,012			1,225,475
Balance at December 31, 2012		3,973,333	$	4,462		302,739,758	$	374,915	$	3,491,581		$	5,563,661		$	(492,113	)	$	8,942,506		$	264,754		$	9,207,260

See accompanying notes to consolidated financial statements.

F-10

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

1.     The Company and Basis of Presentation

The Company

        Fresenius Medical Care AG & Co. KGaA ("FMC-AG & Co. KGaA" or the "Company"), a German partnership limited by shares (Kommanditgesellschaft auf Aktien), is the world's largest kidney dialysis company, operating in both the field of dialysis care and the field of dialysis products for the treatment of end-stage renal disease ("ESRD"). The Company's dialysis business is vertically integrated, providing dialysis treatment at dialysis clinics it owns or operates and supplying these clinics with a broad range of products. In addition, the Company sells dialysis products to other dialysis service providers.

        In these Notes, "FMC-AG & Co. KGaA," or the "Company," "we," "us" or "our" refers to the Company or the Company and its subsidiaries on a consolidated basis, as the context requires. The term "North America Segment" refers to the North America operating segment. The term "International Segment" refers to the combined International and Asia-Pacific operating segments.

Basis of Presentation

        The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

        The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Certain items in the prior years' comparative consolidated financial statements have been reclassified to conform to the current years' presentation. Revenues have been restated to reflect the retrospective adoption of Accounting Standards Update 2011-07, Health Care Entities. Specifically, bad debt expense in the amount of $224,545 and $209,296 was reclassified from selling general and administrative ("SG&A") as a reduction of revenue for 2011 and 2010, respectively. In addition, freight expense in the amount of $144,115 and $100,363 was reclassified from SG&A to cost of revenue to harmonize the presentation for all segments for 2011 and 2010, respectively.

Summary of Significant Accounting Policies

a)    Principles of Consolidation

        The consolidated financial statements include the earnings of all companies in which the Company has legal or effective control. In addition, the Company consolidates variable interest entities ("VIEs") for which it is deemed the primary beneficiary. In accordance with current accounting principles, the Company also consolidates certain clinics that it manages and financially controls. The equity method of accounting is used for investments in associated companies over which the Company has significant exercisable influence, even when the Company holds 50% or less of the common stock of the company. Noncontrolling interests represent the proportionate equity interests of owners in the Company's consolidated entities that are not wholly owned. Noncontrolling interests of recently acquired entities are valuated at fair value. All significant intercompany transactions and balances have been eliminated.

        The Company has entered into various arrangements with certain dialysis clinics and a dialysis product distributor to provide management services, financing and product supply. The dialysis clinics and the dialysis product distributor have either negative equity or are unable to provide their own funding for their operations. Therefore, the Company has agreed to fund their operations through loans. The compensation for the funding can carry interest, exclusive product supply agreements, or entitle the Company to a pro rata share of profits, if any. The Company has a right of first refusal in the event the owners sell the business or assets. These clinics and the dialysis product distributor are VIEs in which the Company has been determined to be the primary beneficiary and which therefore have been fully consolidated. In the North America Segment, the Company has consolidated four new VIEs as a result of the acquisition of Liberty Dialysis Holdings, LLC ("LD Holdings") in 2012. In the International Segment, one entity has ceased to be a VIE due to a change in the ownership structure. They generated

F-11

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

approximately $194,278, $195,296 and $132,697 in revenue in 2012, 2011, and 2010, respectively. The Company provided funding to these VIEs through loans and accounts receivable of $146,500 and $147,900 in 2012 and 2011, respectively. The table below shows the carrying amounts of the assets and liabilities of these VIEs at December 31, 2012 and 2011:

	2012		2011
Trade accounts receivable, net	$	85,458	$	73,172
Other current assets		58,329		65,576
Property, plant and equipment, intangible assets & other non-current assets		24,298		25,978
Goodwill		31,678		52,251
Accounts payable, accrued expenses and other liabilities		120,753		148,924
Non-current loans to related parties		12,998		13,000
Equity		66,013		55,053

b)    Cash and Cash Equivalents

        Cash and cash equivalents comprise cash funds and all short-term, liquid investments with original maturities of up to three months.

c)    Inventories

        Inventories are stated at the lower of cost (determined by using the average or first-in, first-out method) or market value (see Note 4). Costs included in inventories are based on invoiced costs and/or production costs or the marked to market valuation, as applicable. Included in production costs are material, direct labor and production overhead, including depreciation charges.

d)    Property, Plant and Equipment

        Property, plant, and equipment are stated at cost less accumulated depreciation (see Note 6). Significant improvements are capitalized; repairs and maintenance costs that do not extend the useful lives of the assets are charged to expense as incurred. Property and equipment under capital leases are stated at the present value of future minimum lease payments at the inception of the lease, less accumulated depreciation. Depreciation on property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets ranging from 3 to 43 years for buildings and improvements with a weighted average life of 12 years and 3 to 15 years for machinery and equipment with a weighted average life of 10 years. Equipment held under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Internal use platform software that is integral to the computer equipment it supports is included in property, plant and equipment. The Company capitalizes interest on borrowed funds during construction periods. Interest capitalized during 2012, 2011, and 2010 was $3,952, $3,784 and $5,918, respectively.

e)    Intangible Assets and Goodwill

        Intangible assets such as non-compete agreements, technology, distribution rights, patents, licenses to treat, licenses to manufacture, distribute and sell pharmaceutical drugs, exclusive contracts and exclusive licenses, trade names, management contracts, application software, acute care agreements, lease agreements, and licenses acquired in a business combination are recognized and reported apart from goodwill (see Note 7).

        Goodwill and identifiable intangibles with indefinite useful lives are not amortized but tested for impairment annually or when an event becomes known that could trigger an impairment. The Company identified trade names and certain qualified management contracts as intangible assets with indefinite useful lives because, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which those assets are expected to generate net cash inflows for the Company. Intangible assets with finite useful lives are amortized over their respective useful lives to their residual values. The Company amortizes non-compete agreements over their useful life which in average is 8 years. Technology is amortized over its useful life of 15 years. Licenses to manufacture, distribute and sell pharmaceutical

F-12

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

drugs, exclusive contracts and exclusive licenses are amortized over their useful life which in average is 10 years. All other intangible assets are amortized over their weighted average useful lives of 6 years. The weighted average useful life of all amortizable intangible assets is 9 years. Intangible assets with finite useful lives are evaluated for impairment when events have occurred that may give rise to an impairment.

        To perform the annual impairment test of goodwill, the Company identified its reporting units and determined their carrying value by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. One reporting unit was identified in the North America Segment. The International operating segment is divided into two reporting units (Europe and Latin America), while only one reporting unit exists in the operating segment Asia Pacific. For the purpose of goodwill impairment testing, all corporate assets are allocated to the reporting units.

        In a first step, the Company compares the fair value of a reporting unit to its carrying amount. Fair value is determined using estimated future cash flows for the unit discounted by an after-tax weighted average cost of capital ("WACC") specific to that reporting unit. Estimating the future cash flows involves significant assumptions, especially regarding future reimbursement rates and sales prices, number of treatments, sales volumes and costs. In determining discounted cash flows, the Company utilizes for every reporting unit, its three-year budget, projections for years 4 to 10 and a representative growth rate for all remaining years. Projections for up to ten years are possible due to the stability of the Company's business which, results from the non-discretionary nature of the healthcare services we provide, the need for products utilized to provide such services and the availability of government reimbursement for a substantial portion of our services. The reporting units' respective expected growth rates for the period beyond ten years are: North America 1%, Europe 0%, Latin America 4%, and Asia Pacific 4%. The discount factor is determined by the WACC of the respective reporting unit. The Company's WACC consists of a basic rate of 5.79% for 2012. The basic rate is then adjusted by a country-specific risk rate and, if appropriate, by a factor to reflect higher risks associated with the cash flows from recent material acquisitions, until they are appropriately integrated, within each reporting unit. In 2012, WACCs for the reporting units ranged from 6.35% to 13.51%.

        In the case that the fair value of the reporting unit is less than its carrying value, a second step would be performed which compares the fair value of the reporting unit's goodwill to the carrying value of its goodwill. If the fair value of the goodwill is less than the carrying value, the difference is recorded as an impairment.

        To evaluate the recoverability of intangible assets with indefinite useful lives, the Company compares the fair values of intangible assets with their carrying values. An intangible asset's fair value is determined using a discounted cash flow approach or other methods, if appropriate.

f)    Derivative Financial Instruments

        Derivative financial instruments which primarily include foreign currency forward contracts and interest rate swaps are recognized as assets or liabilities at fair value in the balance sheet (see Note 20). Changes in the fair value of derivative financial instruments classified as fair value hedges and in the corresponding underlyings are recognized periodically in earnings, while the effective portion of changes in fair value of cash flow hedges is recognized in accumulated other comprehensive income (loss) in shareholders' equity. The ineffective portion is recognized in current net earnings. The change in fair value of derivatives that do not qualify for hedge accounting are recorded in the income statement and usually offset the changes in value recorded in the income statement for the underlying asset or liability.

g)    Foreign Currency Translation

        For purposes of these consolidated financial statements, the U.S. dollar is the reporting currency. Substantially all assets and liabilities of the parent company and all non-U.S. subsidiaries are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates. Adjustments for foreign currency translation fluctuations are excluded from net earnings and are reported in accumulated other comprehensive income (loss). In addition, the translation adjustments of certain intercompany borrowings, which are considered foreign equity investments, are reported in accumulated other comprehensive income (loss).

F-13

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

h)    Revenue Recognition and Allowance for Doubtful Accounts

Revenue Recognition

        Dialysis care revenues are recognized on the date the patient receives treatment and includes amounts related to certain services, products and supplies utilized in providing such treatment. The patient is obligated to pay for dialysis care services at amounts estimated to be receivable based upon the Company's standard rates or at rates determined under reimbursement arrangements. In the U.S., these arrangements are generally with third party payors, like Medicare, Medicaid or commercial insurers. Outside the U.S., the reimbursement is usually made through national or local government programs with reimbursement rates established by statute or regulation.

        Dialysis product revenues are recognized upon transfer of title to the customer, either at the time of shipment, upon receipt or upon any other terms that clearly define passage of title. Product revenues are normally based upon pre-determined rates that are established by contractual arrangement.

        For both Dialysis Care and Dialysis Products, patients, third party payors and customers are billed at our standard rates net of contractual allowances, discounts or rebates to reflect the estimated amounts to be receivable from these payors.

        As of January 1, 2012, the Company adopted ASU 2011-07, Health Care Entities – Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts and as a result, services performed for patients where the collection of the billed amount or a portion of the billed amount cannot be determined at the time services are performed, the difference between the receivable recorded and the amount estimated to be collectible must be recorded as a provision and the expense is presented as a reduction of Dialysis Care revenues. The provision includes such items as amounts due from patients without adequate insurance coverage, and patient co-payment and deductible amounts due from patients with health care coverage. The Company bases the provision mainly on past collection history and reports it as "Patient service bad debt provision" on the Consolidated Statements of Income.

        A minor portion of International Segment product revenues is generated from arrangements which give the customer, typically a healthcare provider, the right to use dialysis machines. In the same contract the customer agrees to purchase the related treatment disposables at a price marked up from the standard price list. In this type of contract, FMC-AG & Co. KGaA does not recognize revenue upon delivery of the dialysis machine but recognizes revenue on the sale of disposables. In certain sales type leases, the contract is structured whereby ownership of the dialysis machine is transferred to the user upon installation of the dialysis machine at the customer site. In this type of contract, revenue is recognized in accordance with the accounting principles for sales type leases.

        Any tax assessed by a governmental authority that is incurred as a result of a revenue transaction (e.g. sales tax) is excluded from revenues and the related revenue is reported on a net basis.

Allowance for doubtful accounts

        In North America for receivables generated from Dialysis Care, the accounting for the allowance for doubtful accounts is based on an analysis of collection experience and recognizing the differences between payors. The Company also performs an aging of accounts receivable which enables the review of each customer and their payment pattern. From time to time, accounts receivable are reviewed for changes from the historic collection experience to ensure the appropriateness of the allowances.

        The allowance for doubtful accounts in the International Segment and the North America products business are estimates comprised of customer specific evaluations regarding their payment history, current financial stability, and applicable country specific risks for receivables that are overdue more than one year. The changes in the allowance for these receivables are recorded in Selling, general and administrative as an expense.

i)    Research and Development expenses

        Research and development expenses are expensed as incurred.

F-14

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

j)    Income Taxes

        Current taxes are calculated based on the profit (loss) of the fiscal year and in accordance with local tax rules of the respective tax jurisdiction. Expected and executed additional tax payments and tax refunds for prior years are also taken into account. Benefits from income tax positions have been recognized only when it was more likely than not that the Company would be entitled to the economic benefits of the tax positions. The more likely than not threshold has been determined based on the technical merits that the position will sustain upon examination. If a tax position is not considered more likely than not to be sustained based solely on its technical merits, no benefits are recognized.

        The Company recognizes deferred tax assets and liabilities for future consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis as well as on consolidation procedures affecting net income, tax credits and tax loss carryforwards which are more likely than not to be utilized. Deferred tax assets and liabilities are measured using the respective countries enacted tax rates to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. In addition, the recognition of deferred tax assets considers the budget planning of the Company and implemented tax strategies. A valuation allowance is recorded to reduce the carrying amount of the deferred tax assets unless it is more likely than not that such assets will be realized (see Note 17).

        It is the Company's policy to recognize interest and penalties related to its tax positions as income tax expense.

k)    Impairment

        The Company reviews the carrying value of its long-lived assets or asset groups with definite useful lives to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying value of an asset to the future net cash flows directly associated with the asset. If assets are considered to be impaired, the impairment recognized is the amount by which the carrying value exceeds the fair value of the asset. The Company uses a discounted cash flow approach or other methods, if appropriate, to assess fair value.

        Long-lived assets to be disposed of by sale are reported at the lower of carrying value or fair value less cost to sell and depreciation is ceased. Long-lived assets to be disposed of other than by sale are considered to be held and used until disposal.

        For the Company's policy related to goodwill impairment, see 1e) above.

l)    Debt Issuance Costs

        Certain costs related to the issuance of debt are amortized over the term of the related obligation (see Note 10).

m)    Self-Insurance Programs

        Under the insurance programs for professional, product and general liability, auto liability and worker's compensation claims, the Company's largest subsidiary is partially self-insured for professional liability claims. For all other coverages, the Company assumes responsibility for incurred claims up to predetermined amounts above which third party insurance applies. Reported liabilities for the year represent estimated future payments of the anticipated expense for claims incurred (both reported and incurred but not reported) based on historical experience and existing claim activity. This experience includes both the rate of claims incidence (number) and claim severity (cost) and is combined with individual claim expectations to estimate the reported amounts.

n)    Concentration of Risk

        The Company is engaged in the manufacture and sale of products for all forms of kidney dialysis, principally to healthcare providers throughout the world, and in providing kidney dialysis treatment,

F-15

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

clinical laboratory testing, and other medical ancillary services. The Company performs ongoing evaluations of its customers' financial condition and, generally, requires no collateral.

        Approximately 32%, 30% and 32% of the Company's worldwide revenues were earned and subject to regulations under Medicare and Medicaid, governmental healthcare programs administered by the United States government in 2012, 2011, and 2010, respectively.

        No single debtor other than U.S. Medicaid and Medicare accounted for more than 5% of total trade accounts receivable in any of these years. Trade accounts receivable in the International Segment are for a large part due from government or government-sponsored organizations that are established in the various countries within which we operate. Amounts pending approval from third party payors represent less than 2% at December 31, 2012.

        See Note 4 for concentration of supplier risks.

o)    Legal Contingencies

        From time to time, during the ordinary course of the Company's operations, the Company is party to litigation and arbitration and is subject to investigations relating to various aspects of its business (see Note 19). The Company regularly analyzes current information about such claims for probable losses and provides accruals for such matters, including the estimated legal expenses and consulting services in connection with these matters, as appropriate. The Company utilizes its internal legal department as well as external resources for these assessments. In making the decision regarding the need for loss accrual, the Company considers the degree of probability of an unfavorable outcome and its ability to make a reasonable estimate of the amount of loss.

        The filing of a suit or formal assertion of a claim or assessment, or the disclosure of any such suit or assertion, does not necessarily indicate that accrual of a loss is appropriate.

p)    Earnings per Ordinary Share

        Basic earnings per ordinary share for all years presented has been calculated using the two-class method based upon the weighted average number of ordinary and preference shares outstanding. Basic earnings per share is computed by dividing net income less preference amounts by the weighted average number of ordinary shares and preference shares outstanding during the year. Diluted earnings per share include the effect of all potentially dilutive instruments on ordinary shares and preference shares that would have been outstanding during the year.

        The equity-settled awards granted under the Company's stock incentive plans (see Note 16), are potentially dilutive equity instruments.

q)    Employee Benefit Plans

        The Company recognizes the underfunded status of its defined benefit plans, measured as the difference between the fair value of the plan assets and the present value of the benefit obligation, as a liability. Changes in the funded status of a plan resulting from actuarial gains or losses and prior service costs or credits that are not recognized as components of the net periodic benefit cost are recognized through accumulated other comprehensive income, net of tax, in the year in which they occur. Actuarial gains or losses and prior service costs are subsequently recognized as components of net periodic benefit cost when realized. The Company uses December 31 as the measurement date when measuring the funded status of all plans.

        In the case of the Company's funded plan, the defined benefit obligation is offset against the fair value of plan assets. A pension liability is recognized in the balance sheet if the defined benefit obligation exceeds the fair value of plan assets. A pension asset is recognized (and reported under other assets in the balance sheet) if the fair value of plan assets exceeds the defined benefit obligation and if the Company has a right of reimbursement against the fund or a right to reduce future payments to the fund.

F-16

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

r)    Recent Pronouncements

Recently Implemented Accounting Pronouncements

        In July 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2011-07 ("ASU 2011-07"), Health Care Entities (Topic 954): Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts and the Allowance for Doubtful Accounts for Certain Health Care Entities in order to provide financial statement users with greater transparency about a healthcare entity's net patient service revenue and the related allowance for doubtful accounts. The standard requires healthcare entities that recognize significant amounts of patient service revenue at the time the services are rendered even though they do not assess the patient's ability to pay to present the provision for bad debts related to patient service revenue as a deduction from patient service revenue (net of contractual allowances and discounts) on their statement of operations. The provision for bad debts which we presented as an operating expense before 2012 has been reclassified to a deduction from patient service revenue. Additionally, these healthcare entities are required to provide enhanced disclosures about their policies for recognizing revenue and assessing bad debts. The update also requires disclosures of patient service revenue (net of contractual allowances and discounts) as well as qualitative and quantitative information about changes in the allowance for doubtful accounts.

        The amendments to the presentation of the provision for bad debts related to patient service revenue in the statement of operations has been applied retrospectively to all prior periods presented. The Company adopted the provisions of ASU 2011-07 as of January 1, 2012 and has restated the financial results of 2011 and 2010, accordingly.

        In June 2011, the FASB issued Accounting Standard Update 2011-05 ("ASU 2011-05"), Comprehensive Income (Topic 220): Presentation of Comprehensive Income. In December 2011 the FASB issued Accounting Standard Update 2011-12 ("ASU 2011-12"), Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. FASB additionally issued Accounting Standard Update 2013-02 (ASU 2013-02") Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income in February 2013, which is effective for reporting periods beginning after December 15, 2012.

        The requirements established in ASU 2011-05 obliges that all components of comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but continuous statements. FASB's ASU 2013-02 will require the adjustments to the components of accumulated other comprehensive income and their related tax effects to be presented on the face of the statement in which the components of other comprehensive income are presented or in the notes to the financial statements remains for year-end disclosure.

        The Company presents two separate but continuous statements of net income and comprehensive income and as such we are in compliance with presentation of Comprehensive Income (Topic 220): Presentation of Comprehensive Income and Presentation of Items Reclassified Out of Accumulated Other Comprehensive Income. Additionally, the Company has early adopted ASU 2013-02 for the adjustments to the components and their tax effects. See Note 21.

Recent Accounting Pronouncements Not Yet Adopted

        On January 31, 2013, FASB issued Accounting Standards Update 2013-01 ("ASU 2013-01") an update to Balance Sheet (Topic 210), Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The main purpose of ASU 2013-01 is to clarify the scope of balance sheet offsetting under Accounting Standard Update 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities ("ASU2011-11") to include derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are offset or subject to master netting agreements. The disclosures required under ASU 2011-11 would apply to these transactions and other types of financial assets or liabilities will no longer be subject to ASU 2011-11. The update is effective for periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of ASU 2011-11 on its consolidated financial statements.

F-17

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

2.     Acquisition of Liberty Dialysis Holdings

        On February 28, 2012, the Company acquired 100% of the equity of LD Holdings, the owner of Liberty Dialysis and owner of a 51% stake in Renal Advantage Partners, LLC (the "Liberty Acquisition"). The Company accounted for this transaction as a business combination, subject to finalization of the acquisition accounting which will be finalized during the first quarter of 2013. LD Holdings mainly provided dialysis care in the United States through the 263 clinics it owned (the "Acquired Clinics"). As the Company expressly discloses in this report (see Item 4B, "Information on the Company – Business Overview – Our Strategy and Competitive Strengths") it is part of the Company's stated strategy to expand and complement its existing business through acquisitions. Generally, these acquisitions do not change the Company's business model and are easy to integrate without disruption to its existing business, requiring little or no realignment of its structures. The Liberty Acquisition is consistent in this regard as it involves the acquisition of dialysis clinics, a business in which the Company is already engaged and, therefore, merely supplements its existing business.

        Total consideration for the Liberty Acquisition was $2,181,358, consisting of $1,696,659 cash, net of cash acquired and $484,699 non-cash consideration. Accounting standards for business combinations require previously held equity interests to be fair valued with the difference to book value to be recognized as a gain or loss in income. Prior to the Liberty Acquisition, the Company had a 49% equity investment in Renal Advantage Partners, LLC, the fair value of which, $ 201,915, is included as non-cash consideration. The Company has determined the estimated fair value based on the discounted cash flow method, utilizing an approximately 13% discount rate. In addition to the Company's investment, it also had a loan receivable from Renal Advantage Partners, LLC of $279,793, at a fair value of $ 282,784, which was retired as part of the transaction.

        The following table summarizes the estimated fair values as of the date of acquisition based upon information available, as of December 31, 2012, of assets acquired and liabilities assumed at the date of the acquisition. Any adjustments to acquisition accounting, net of related income tax effects, will be recorded with a corresponding adjustment to goodwill:

Assets held for sale	$	164,068
Trade accounts receivable		156,443
Other current assets		20,488
Deferred tax assets		14,932
Property, plant and equipment		167,360
Intangible assets and other assets		84,056
Goodwill		1,999,862
Accounts payable, accrued expenses and other current liabilities		(116,153	)
Income tax payable and deferred taxes		(42,697	)
Short-term borrowings, other financial liabilities, long-term debt and capital lease obligations		(72,101	)
Other liabilities		(29,800	)
Noncontrolling interests (subject and not subject to put provisions)		(165,100	)
Total acquisition cost	$	2,181,358
Less non-cash contributions at fair value
Investment at acquisition date		(201,915	)
Long-term Notes Receivable		(282,784	)
Total non-cash items		(484,699	)
Net Cash paid	$	1,696,659

        As of December 31, 2012, it is estimated that amortizable intangible assets acquired in this acquisition will have weighted average useful lives of 6-8 years.

        Goodwill, in the amount of $1,999,862 was acquired as part of the Liberty Acquisition and is allocated to the North America Segment. Goodwill is an asset representing the future economic benefits arising

F-18

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill arises principally due to the fair value placed on acquiring an established stream of future cash flows versus building a similar franchise. Of the goodwill recognized in this acquisition, approximately $436,000 is expected to be deductible for tax purposes and amortized over a 15 year period.

        The noncontrolling interests acquired as part of the acquisition are stated at estimated fair value, subject to finalization of the acquisition accounting, based upon utilized implied multiples used in conjunction with the Liberty Acquisition, as well as the Company's overall experience and contractual multiples typical for such arrangements.

        LD Holdings' results have been included in the Company's Consolidated Statement of Income since February 29, 2012. Specifically, LD Holdings has contributed revenue and operating income in the amount of $713,774 and $182,188, respectively, to the Company's consolidated income. This amount for operating income does not include synergies which may have resulted at consolidated entities outside LD Holdings since the acquisition closed. In addition, the Company's results include those of divested FMC-AG & Co. KGaA clinics prior to their divestiture.

        The fair valuation of the Company's 49% equity investment in Renal Advantage Partners, LLC at the time of the Liberty Acquisition resulted in a non-taxable gain of $139,600 and is presented in the separate line item "Investment Gain" in the Consolidated Statement of Income. The retirement of the loan receivable resulted in a gain of $8,501 which was recognized in interest income.

Divestitures

        In connection with the Federal Trade Commission's consent order relating to the Liberty Acquisition, the Company agreed to divest a total of 62 renal dialysis centers. During the year ended December 31, 2012, 24 of the 61 clinics sold were FMC-AG & Co. KGaA clinics, which resulted in a $33,455 gain.

        For the year ended December 31, 2012, the income tax expense related to the sale of these clinics of approximately $20,804 has been recorded in the line item "Income tax expense," resulting in a net gain of approximately $12,651. The after-tax gain was offset by the after-tax effects of the costs associated with the Liberty Acquisition.

Pro Forma Financial Information

        The following financial information, on a pro forma basis, reflects the consolidated results of operations as if the Liberty Acquisition and the divestitures described above had been consummated on January 1, 2011. The pro forma information includes adjustments primarily for elimination of the investment gain and the gain from the retirement of debt. The pro-forma financial information is not necessarily indicative of the results of operations as it would have been had the transactions been consummated on January 1, 2011.

	For the years ended December 31,
	2012		2011
Pro forma net revenue	$	13,900,540	$	13,215,111
Pro forma net income attributable to shareholders of FMC-AG & Co. KGaA		1,054,872		1,077,218
Pro forma income per ordinary share
Basic	$	3.46	$	3.56
Fully diluted	$	3.44	$	3.53

3.     Related Party Transactions

        The Company's parent, Fresenius SE & Co. KGaA, is a German partnership limited by shares resulting from the change of legal form effective January 28, 2011, of Fresenius SE, a European Company (Societas Europaea), and which, prior to July 13, 2007, was called Fresenius AG, a German stock corporation. In these Consolidated Financial Statements, Fresenius SE refers to that company as a partnership limited by shares, effective on and after January 28, 2011, as well as both before and after the

F-19

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

conversion of Fresenius AG from a stock corporation into a European Company. Fresenius SE owns 100% of the share capital of Fresenius Medical Care Management AG, the Company's general partner ("General Partner"). From November 16, 2011 until February 29, 2012, Fresenius SE purchased 3.5 million ordinary shares of FMC-AG & Co. KGaA in market transactions. Fresenius SE, the Company's largest shareholder, owns approximately 31.2% of the Company's voting shares as of December 31, 2012.

a)    Service and Lease Agreements

        The Company is party to service agreements with Fresenius SE and certain of its affiliates (collectively the "Fresenius SE Companies") to receive services, including, but not limited to: administrative services, management information services, employee benefit administration, insurance, information technology services, tax services and treasury management services. During 2012, 2011 and 2010, amounts charged by Fresenius SE to the Company under the terms of these agreements were $80,778, $75,969 and $59,501, respectively. The Company also provides certain services to the Fresenius SE Companies, including research and development, central purchasing and warehousing. The Company charged $5,810, $6,555, $6,115 for services rendered to the Fresenius SE Companies during 2012, 2011 and 2010, respectively.

        Under real estate operating lease agreements entered into with the Fresenius SE Companies, which are leases for the corporate headquarters in Bad Homburg, Germany and production sites in Schweinfurt and St. Wendel, Germany, the Company paid the Fresenius SE Companies $25,179, $25,833 and $23,807 during 2012, 2011 and 2010, respectively. The majority of the leases expire in 2016 and contain renewal options.

        The Company's Articles of Association provide that the General Partner shall be reimbursed for any and all expenses in connection with management of the Company's business, including remuneration of the members of the General Partner's supervisory board and the General Partner's management board. The aggregate amount reimbursed to the General Partner was $18,995, $13,511 and $16,123, respectively, for its management services during 2012, 2011 and 2010 and included $94, $84 and $80, respectively, as compensation for their exposure to risk as general partner. The Company's Articles of Association set the annual compensation for assuming unlimited liability at 4% of the amount of the General Partner's share capital, which increased by €1,500 to €3,000 on October 10, 2012.

b)    Products

        During 2012, 2011 and 2010 the Company sold products to the Fresenius SE Companies for $22,098, $20,220 and $15,413 respectively. During the same periods, the Company made purchases from the Fresenius SE Companies in the amount of $46,072, $52,587 and $43,474 respectively.

        In addition to the purchases noted above, the Company currently purchases heparin supplied by Fresenius Kabi USA, Inc. ("Kabi USA"), through an independent group purchasing organization ("GPO"). Kabi USA is wholly-owned by Fresenius Kabi AG, a wholly-owned subsidiary of Fresenius SE. The Company has no direct supply agreement with Kabi USA and does not submit purchase orders directly to Kabi USA. During 2012, 2011 and 2010, Fresenius Medical Care Holdings, Inc. ("FMCH") acquired approximately $14,136, $24,106 and $30,703, respectively, of heparin from Kabi USA through the GPO contract, which was negotiated by the GPO at arm's length on behalf of all members of the GPO.

c)    Financing Provided by and to Fresenius SE and the General Partner

        As of December 31, 2012, the Company provided a loan to Fresenius SE of €20,900 ($27,575 as of December 31, 2012) at an interest rate of 1.484%, due and paid on January 11, 2013.

        As of December 31, 2012, the Company had loans of CNY 362,425 ($58,168 as of December 31, 2012) outstanding with a subsidiary of Fresenius SE at a weighted average interest rate of 6.115%, with the majority of the loans due on May 23, 2014.

        The Company, at December 31, 2012, had a receivable from Fresenius SE in the amount of €4,721 ($6,227 as of December 31, 2012) resulting from being a party to a German trade tax group agreement with Fresenius SE for the fiscal years 1997-2001.

F-20

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        On August 19, 2009, the Company borrowed €1,500 ($1,979 as of December 31, 2012) from the General Partner at 1.335%. The loan repayment has been extended periodically and is currently due August 20, 2013 at an interest rate of 2.132%.

d)    Other

        The Company performs clinical studies for certain of its joint ventures for which services the Company received approximately $7,432 and $9,355 in 2012 and 2011, respectively.

        The Chairman of the Company's Supervisory Board is also the Chairman of the Supervisory Board of Fresenius SE and of the general partner of Fresenius SE. He is also a member of the Supervisory Board of the Company's General Partner.

        The Vice Chairman of the Company's Supervisory Board is a member of the Supervisory Board of the general partner of Fresenius SE and Vice Chairman of the Supervisory Board of the Company's General Partner. He is also Chairman of the Advisory Board of a charitable foundation that is the sole shareholder of the general partner of Fresenius SE. He is also a partner in a law firm which provided services to the Company and certain of its subsidiaries. During 2012, the Company and its subsidiaries paid or processed for payment, approximately $1,797 for services performed during the period October 1, 2011 through September 30, 2012. During 2011, the Company and its subsidiaries paid approximately $1,930 for services performed during the period October 1, 2010 through September 30, 2011. During 2010, the Company and its subsidiaries paid approximately $1,601 for services performed during the period October 1, 2009 through September 30, 2010. Five of the six members of the Company's Supervisory Board, including the Chairman and Vice Chairman, are also members of the Supervisory Board of the Company's General Partner.

        The Chairman of the Supervisory Board of the Company's general partner is also the Chairman of the Management Board of the general partner of Fresenius SE, and the Chairman and Chief Executive Officer of the Management Board of the Company's general partner is a member of the Management Board of the general partner of Fresenius SE.

4.     Inventories

        As of December 31, 2012 and December 31, 2011, inventories consisted of the following:

	2012		2011
Finished goods	$	627,338	$	610,569
Raw materials and purchased components		171,373		163,030
Health care supplies		154,840		133,769
Work in process		83,258		60,128
Inventories	$	1,036,809	$	967,496

        Under the terms of certain unconditional purchase agreements, including the Venofer® license, distribution, manufacturing and supply agreement (the "Venofer® Agreement") with Luitpold Pharmaceuticals, Inc. and American Regent, Inc., the Company is obligated to purchase approximately $465,348 of materials, of which $316,954 is committed at December 31, 2012 for 2013. The terms of these agreements run 1 to 9 years. In the fourth quarter of 2012, the Company amended the Venofer® Agreement which resulted in a decrease of the 2013 purchase commitment of $91,764 and in 2014 and thereafter, the Company is required to determine their minimum purchase requirements for the subsequent year on a yearly basis. The Company incurred an other operating expense of $100,000 related to this contract amendment.

        Healthcare supplies inventories as of December 31, 2012 and 2011 include $29,704 and $47,654, respectively, of Erythropoietin ("EPO"). On January 1, 2012, the Company entered into a three-year sourcing and supply agreement with its EPO supplier.

F-21

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

5.     Prepaid Expenses and Other Current Assets

        As of December 31, 2012 and 2011, prepaid expenses and other current assets consisted of the following:

	2012		2011
Taxes Refundable	$	149,536	$	180,721
Receivables for supplier rebates		61,248		185,152
Prepaid licence fees		47,137		45,184
Leases receivable		46,198		38,175
Prepaid rent		44,894		39,468
Payments on account		35,660		40,476
Derivatives		31,235		60,877
Prepaid insurance		24,803		14,163
Deposit / Guarantee / Security		20,903		16,538
Other		476,147		414,612
Total prepaid expenses and other current assets	$	937,761	$	1,035,366

        The other item in the table above includes other current receivables from Medicare and Medicaid, amounts due from managed locations and other deferred charges.

6.     Property, Plant and Equipment

        As of December 31, 2012 and 2011, property, plant and equipment consisted of the following:

	2012			2011
Land and improvements	$	54,775		$	53,147
Buildings and improvements		2,257,002			1,975,839
Machinery and equipment		3,470,972			3,060,132
Machinery, equipment and rental equipment under capitalized leases		36,316			36,450
Construction in progress		256,401			275,006
		6,075,466			5,400,574
Accumulated depreciation		(3,134,863	)		(2,770,873	)
Property, plant and equipment, net	$	2,940,603		$	2,629,701

        Depreciation expense for property, plant and equipment amounted to $515,455, $479,438 and $432,930 for the years ended December 31, 2012, 2011, and 2010, respectively.

        Included in machinery and equipment as of December 31, 2012 and 2011 were $532,088 and $451,299, respectively, of peritoneal dialysis cycler machines which the Company leases to customers with end-stage renal disease on a month-to-month basis and hemodialysis machines which the Company leases to physicians under operating leases.

        Accumulated depreciation related to machinery, equipment and rental equipment under capital leases was $19,027 and $16,947 at December 31, 2012 and 2011, respectively.

F-22

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

7.     Intangible Assets and Goodwill

        As of December 31, 2012 and 2011, the carrying value and accumulated amortization of intangible assets other than goodwill consisted of the following:

	2012					2011
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortizable Intangible Assets
Non-compete Agreements	$	317,080	$	(213,639	)	$	257,466	$	(186,659	)
Technology		107,696		(40,849	)		110,866		(32,582	)
License and distribution agreements		225,393		(98,757	)		223,828		(80,622	)
Self-developed Software		72,328		(32,496	)		55,600		(28,193	)
Other		343,867		(246,239	)		317,579		(227,274	)
Construction in progress		57,677		—			58,661		—
	$	1,124,041	$	(631,980	)	$	1,024,000	$	(555,330	)

        As of December 31, 2012 and 2011 the carrying value of non-amortizable intangible assets other than goodwill consisted of the following:

	2012		2011
	Carrying Amount		Carrying Amount
Non-amortizable Intangible Assets
Tradename	$	209,712	$	209,640
Management contracts		8,343		8,342
	$	218,055	$	217,982
Total Intangible Assets	$	710,116	$	686,652

        The tables below show the amortization expense related to the amortizable intangible assets for the years presented and the estimated amortization expense of these assets for the following five years.

Amortization Expense
2010	$	70,294
2011	$	77,845
2012	$	87,441
Estimated Amortization Expense
2013	$	83,685
2014	$	79,719
2015	$	77,507
2016	$	75,567
2017	$	71,060

F-23

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

Goodwill

        In 2012 and 2011, goodwill related to general manufacturing operations was reclassified from the North America and International Segments to Corporate (see Note 23). For the purpose of goodwill impairment testing, all corporate assets are allocated to the reporting units (see Note 1 f).

        Changes in the carrying amount of goodwill are mainly a result of acquisitions and the impact of foreign currency translations. During 2012 and 2011, the Company's acquisitions consisted primarily of the 2012 acquisition of LD Holdings as well as the acquisition of clinics in the normal course of operations. The segment detail is as follows:

	North America			International			Segment Total			Corporate		Total
Balance as of January 1, 2011	$	7,024,745		$	955,774		$	7,980,519		$	159,949	$	8,140,468
Goodwill acquired, net of divestitures		517,213			626,863			1,144,076			—		1,144,076
Reclassifications		(226,900	)		(20,449	)		(247,349	)		247,480		131
Foreign Currency Translation Adjustment		(436	)		(98,099	)		(98,535	)		510		(98,025	)
Balance as of December 31, 2011	$	7,314,622		$	1,464,089		$	8,778,711		$	407,939	$	9,186,650
Goodwill acquired, net of divestitures		2,172,181			21,106			2,193,287			—		2,193,287
Reclassifications		—			(5,188	)		(5,188	)		5,188		—
Foreign Currency Translation Adjustment		210			41,352			41,562			390		41,952
Balance as of December 31, 2012	$	9,487,013		$	1,521,359		$	11,008,372		$	413,517	$	11,421,889

8.     Accrued Expenses and Other Current Liabilities

        At December 31, 2012 and 2011, accrued expenses and other current liabilities consisted of the following:

	2012		2011
Accrued salaries, wages and incentive plan compensations	$	481,920	$	420,613
Unapplied cash and receivable credits		198,834		158,006
Accrued insurance		187,254		162,149
Special charge for legal matters		115,000		115,000
Accrued interest		111,532		74,821
Withholding tax and VAT		96,157		79,764
Accrued operating expenses		91,529		71,324
Derivative financial instruments		26,578		192,729
Other		478,667		429,867
Total accrued expenses and other current liabilities	$	1,787,471	$	1,704,273

        In 2001, the Company recorded a $258,159 special charge to address legal matters relating to transactions 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"), estimated liabilities and legal expenses arising in connection with the W.R. Grace & Co. Chapter 11 proceedings (the "Grace Chapter 11 Proceedings") and the cost of resolving pending litigation and other disputes with certain commercial insurers. During the second quarter of 2003, the court supervising the Grace Chapter 11 Proceedings

F-24

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

approved a definitive settlement agreement entered into among the Company, the committees representing the asbestos creditors and W.R. Grace & Co. Under the settlement agreement, the Company will pay $115,000, without interest, upon plan confirmation (see Note 19). With the exception of the proposed $115,000 payment under the Settlement Agreement, all other matters included in the special charge have been resolved.

        The other item in the table above includes accruals for legal and compliance costs, physician compensation, commissions, short-term portion of pension liabilities, bonuses and rebates, and accrued rents.

9.     Short-Term Borrowings, Other Financial Liabilities and Short-Term Borrowings from Related Parties

        As of December 31, 2012 and December 31, 2011, short-term borrowings, other financial liabilities and short-term borrowings from related parties consisted of the following:

	2012		2011
Borrowings under lines of credit	$	117,850	$	91,899
Other financial liabilities		—		6,902
Short-term borrowings and other financial liabilities		117,850		98,801
Short-term borrowings from related parties (see Note 3.c.)		3,973		28,013
Short-term borrowings, Other financial liabilities and Short-term borrowings from related parties	$	121,823	$	126,814

Short-term Borrowings under lines of credit

        Short-term borrowings of $117,850 and $91,899 at December 31, 2012 and 2011, respectively, represented amounts borrowed by the Company's subsidiaries under lines of credit with commercial banks. The average interest rates on these borrowings at December 31, 2012 and 2011 were 4.93% and 4.88%, respectively.

        Excluding amounts available under the 2012 Credit Agreement (see Note 10 below), at December 31, 2012 and 2011, the Company had $261,825 and $234,005 available under other commercial bank agreements. In some instances, lines of credit are secured by assets of the Company's subsidiary that is party to the agreement or may require the Company's guarantee. In certain circumstances, the subsidiary may be required to meet certain covenants.

Other Financial Liabilities

        At December 31, 2012 and 2011, the Company had $0 and $6,902 of other financial liabilities which were mainly related the signing of a 2008 licensing and distribution agreement.

Short-term Borrowings from related parties

        From time to time during each of the years presented, the Company received advances under the existing loan agreements with Fresenius SE for those years. During the year ended December 31, 2012, the Company received advances ranging from €8,300 to €196,400 with interest rates ranging from 1.365% to 1.838%. During the year ended December 31, 2011, the Company received advances ranging from €17,900 to €181,900 with interest rates ranging from 1.832% to 2.683%. For further information on short-term borrowings from related party outstanding as of December 31, 2012 and 2011, see Note 3 c. Annual interest expense on these borrowings during the years presented was $1,458, $2,362 and $179 for the years 2012, 2011 and 2010, respectively.

F-25

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

10.   Long-term Debt and Capital Lease Obligations

        As of December 31, 2012 and December 31, 2011, long-term debt and capital lease obligations consisted of the following:

	2012			2011
2012 Credit Agreement and Amended 2006 Senior Credit Agreement	$	2,659,340		$	2,795,589
Senior Notes		4,743,442			2,883,009
Euro Notes		51,951			258,780
European Investment Bank Agreements		324,334			345,764
Accounts receivable facility		162,000			534,500
Capital lease obligations		15,618			17,993
Other(1)		219,976			248,951
		8,176,661			7,084,586
Less current maturities		(334,747	)		(1,589,776	)
	$	7,841,914		$	5,494,810

(1)

As of Dec 31, 2012 this amount includes the non-current portion of a loan from Fresenius SE subsidiary of $56,174 which is due on May 23, 2014.

        On October 30, 2012, $2,109,166 was reclassified from Current portion of long-term debt to Long-term debt as a result of entering into the new 2012 Credit Agreement.

        The Company's long-term debt consists mainly of borrowings related to its 2012 Credit Agreement, its Senior Notes, its Euro Notes, borrowings under its European Investment Bank Agreements, borrowings under its accounts receivable facility ("A/R Facility") and certain other borrowings as follows:

2012 Credit Agreement

        The Company entered into a new $3,850,000 syndicated credit facility (the "2012 Credit Agreement") with a large group of banks and institutional investors (collectively, the "Lenders") on October 30, 2012 which replaced its Amended 2006 Senior Credit Agreement. The new credit facility consists of:

•

a 5-year revolving credit facility of approximately $1,250,000 comprising a $400,000 multicurrency revolving facility, a $200,000 revolving facility and a €500,000 revolving facility which will be due and payable on October 30, 2017.

•

a 5-year term loan facility of $2,600,000, also scheduled to mature on October 30, 2017. The 2012 Credit Agreement requires 17 quarterly payments of $50,000 each, beginning in the third quarter of 2013 that permanently reduce the term loan facility. The remaining balance is due on October 30, 2017.

        Interest on the new credit facilities will be, at the Company's option, at a rate equal to either (i) LIBOR or EURIBOR (as applicable) plus an applicable margin or (ii) the Base Rate as defined in the 2012 Credit Agreement plus an applicable margin. As of December 31, 2012, the tranches outstanding under the 2012 Credit Agreement had a weighted average interest rate of 2.35%.

        The applicable margin is variable and depends on the Company's Consolidated Leverage Ratio which is a ratio of its Consolidated Funded Debt less cash and cash equivalents held by the Consolidated Group to Consolidated EBITDA (as these terms are defined in the 2012 Credit Agreement).

        In addition to scheduled principal payments, indebtedness outstanding under the 2012 Credit Agreement will be reduced by portions of the net cash proceeds received from certain sales of assets and the issuance of certain additional debt.

        Obligations under the 2012 Credit Agreement are secured by pledges of capital stock of certain material subsidiaries in favor of the Lenders.

F-26

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        The 2012 Credit Agreement contains affirmative and negative covenants with respect to the Company and its subsidiaries and other payment restrictions. Certain of the covenants limit indebtedness of the Company and investments by the Company, and require the Company to maintain certain financial ratios defined in the agreement. Additionally, the 2012 Credit Agreement provides for a limitation on dividends and other restricted payments which is €300,000 ($395,820 based upon the December 31, 2012 spot rate) for dividends to be paid in 2013, and increases in subsequent years. In default, the outstanding balance under the 2012 Credit Agreement becomes immediately due and payable at the option of the Lenders. The Company was in compliance with all covenants at December 31, 2012.

        The Company incurred fees of approximately $27,193 in conjunction with the 2012 Credit Agreement. Certain fees related to the Amended 2006 Senior Credit Agreement of approximately $4,482 are also applicable to the 2012 Credit Agreement. These fees and the $22,361 of newly incurred fees will be amortized over the life of the 2012 Credit Agreement.

        The following table shows the available and outstanding amounts under the 2012 Credit Agreement at December 31, 2012 and the Amended 2006 Senior Credit Agreement at December 31, 2011:

	Maximum Amount Available December 31, 2012(1)				Balance Outstanding December 31, 2012(1)
2012 Credit Agreement
Revolving Credit USD	$	600,000	$	600,000	$	59,340	$	59,340
Revolving Credit EUR	€	500,000	$	659,700	€	—	$	—
Term Loan A	$	2,600,000	$	2,600,000	$	2,600,000	$	2,600,000
			$	3,859,700			$	2,659,340

	Maximum Amount Available December 31, 2011		Balance Outstanding December 31, 2011
Amended 2006 Senior Credit Agreement
Revolving Credit	$	1,200,000	$	58,970
Term Loan A		1,215,000		1,215,000
Term Loan B		1,521,619		1,521,619
	$	3,936,619	$	2,795,589

(1)

These amounts represent the maximum amount available under the 2012 Credit Agreement, which replaced the Amended 2006 Senior Credit Agreement on October 30, 2012. The 2012 Credit Agreement utilizes different tranches than the previous agreement and, as such, the tables are presented separately for increased clarity.

        In addition, at December 31, 2012 and December 31, 2011, the Company had letters of credit outstanding in the amount of $77,188 and $180,766, respectively, which are not included above as part of the balance outstanding at those dates but which reduce available borrowings under the respective revolving credit facility.

F-27

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

Senior Notes

        As of December 31, 2012, the Company's Senior Notes consisted of the following:

Issuer/Transaction	Face Amount		Maturity	Coupon			Book value
FMC Finance VI S.A. 2010/2016	€	250,000	July 15, 2016		5.50	%	$	327,420
FMC Finance VIII S.A. 2011/2016(1)	€	100,000	October 15, 2016		3.71	%	$	131,940
FMC US Finance, Inc. 2007/2017	$	500,000	July 15, 2017		67/8	%	$	496,006
FMC Finance VIII S.A. 2011/2018	€	400,000	September 15, 2018		6.50	%	$	521,834
FMC US Finance II, Inc. 2011/2018	$	400,000	September 15, 2018		6.50	%	$	395,511
FMC US Finance II, Inc. 2012/2019	$	800,000	July 31, 2019		5.625	%	$	800,000
FMC Finance VIII S.A. 2012/2019	€	250,000	July 31, 2019		5.25	%	$	329,850
FMC US Finance, Inc. 2011/2021	$	650,000	February 15, 2021		5.75	%	$	645,061
FMC Finance VII S.A. 2011/2021	€	300,000	February 15, 2021		5.25	%	$	395,820
FMC US Finance II, Inc. 2012/2022	$	700,000	January 31, 2022		5.875	%	$	700,000
							$	4,743,442

(1)

This note carries a variable interest rate which was 3.71% at December 31, 2012.

        In January 2012, $800,000 and $700,000 of dollar-denominated senior notes and €250,000 ($328,625 at date of issuance) of euro-denominated notes were issued at par. Both the $800,000 Senior Notes and the Euro-denominated Senior Notes are due July 31, 2019 while the $700,000 Senior Notes are due January 31, 2022. The proceeds were used for acquisitions and for general corporate purposes.

        In October 2011, €100,000 ($137,760 at date of issuance) of floating rate senior notes were issued at par. These floating rate senior notes are due October 15, 2016. Proceeds were used for acquisitions, to refinance indebtedness outstanding under the Amended 2006 Senior Credit Agreement and for general corporate purposes.

        In September 2011, $400,000 of dollar-denominated senior notes and €400,000 ($549,160 at date of issuance) of euro-denominated senior notes were issued at an issue price of 98.623%. Both the dollar- and euro-denominated senior notes have a coupon of 6.50% and a yield to maturity of 6.75% and mature on September 15, 2018. Proceeds were used for acquisitions, to refinance indebtedness outstanding under the revolving credit facility of the Amended 2006 Senior Credit Agreement and under the A/R Facility, and for general corporate purposes.

        In June 2011, Fresenius Medical Care US Finance, Inc. acquired substantially all of the assets of FMC Finance III S.A. ("FMC Finance III") and assumed the obligations of FMC Finance III under its $500,000 6⁷/8% Senior Notes due 2017 (the "6⁷/8% Senior Notes") and the related indenture. The guarantees of the Company and its subsidiaries, FMCH and Fresenius Medical Care Deutschland GmbH (D-GmbH"), (together, the "Guarantor Subsidiaries") for the 6⁷/8% Senior Notes have not been amended and remain in full force and effect. The 6⁷/8% Notes were issued in July 2007 with a coupon of 6⁷/8% at a discount, resulting in an effective interest rate of 7¹/8%.

        In February 2011, $650,000 of dollar-denominated senior notes and €300,000 ($412,350 at date of issuance) of euro-denominated senior notes were issued with coupons of 5.75% and 5.25%, respectively, at an issue price of 99.060% and par, respectively. The dollar-denominated senior notes had a yield to maturity of 5.875%. Both the dollar- and euro-denominated senior notes mature on February 15, 2021. Proceeds were used to repay indebtedness outstanding under the A/R Facility and the revolving credit facility of the Amended 2006 Senior Credit Agreement, for acquisitions and for general corporate purposes to support the Company's renal dialysis products and services businesses.

        In January 2010, €250,000 ($353,300 at date of issuance) of senior notes was issued with a coupon of 5.50% at an issue price of 98.6636%. These senior notes had a yield to maturity of 5.75% and are due July 15, 2016. Proceeds were used to repay short-term indebtedness and for general corporate purposes.

F-28

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        All Senior Notes are unsecured and guaranteed on a senior basis jointly and severally by the Company and the Guarantor Subsidiaries. The issuers may redeem the Senior Notes (except for the Floating Rate Senior Notes) at any time at 100% of principal plus accrued interest and a premium calculated pursuant to the terms of the indenture. The holders have the right to request that the issuers repurchase the Senior Notes at 101% of principal plus accrued interest upon the occurrence of a change of control followed by a decline in the ratings of the respective Senior Notes.

        The Company has agreed to a number of covenants to provide protection to the holders which, under certain circumstances, limit the ability of the Company and its subsidiaries to, among other things, incur debt, incur liens, engage in sale-leaseback transactions and merge or consolidate with other companies or sell assets. As of December 31, 2012, the Company was in compliance with all of its covenants under the Senior Notes.

Euro Notes

        In April 2009, the Company issued euro-denominated notes ("Euro Notes") totaling €200,000, which are senior, unsecured and guaranteed by FMCH and D-GmbH, which originally consisted of 4 tranches having terms of 3.5 and 5.5 years with floating and fixed interest rate tranches. As of December 31, 2012, the Company was in compliance with all of its covenants under the Euro Notes. As of December 31, 2012, the Euro Notes had an outstanding balance of €39,375 ($51,951).

European Investment Bank Agreements

        The Company entered into various credit agreements with the European Investment Bank ("EIB") in 2005, 2006 and 2009. The EIB is a not-for-profit long-term lending institution of the European Union and lends funds at favourable rates for the purpose of capital investment and R&D projects, normally for up to half of the funds required for such projects.

        Borrowings under the four EIB credit facilities available at December 31, 2012 and 2011 are shown below:

			Balance outstanding December 31,
	Maturity		2012		2011
Revolving Credit		2013	$	90,812	$	115,812
Loan 2005		2013		48,806		48,806
Loan 2006		2014		118,746		116,451
Loan 2009		2014		65,970		64,695
			$	324,334	$	345,764

        While the EIB agreements were granted in euro, advances under the Revolving Credit, Loan 2005 and Loan 2006 could be denominated in certain foreign currencies, including U.S. dollars. As a result, the borrowings under the Revolving Credit and Loan 2005 have been drawn down in U.S. dollars, while the borrowings under Loan 2006 and Loan 2009 have been drawn down in euro. As of December 31, 2012, all credit facilities are fully utilized.

        In 2013, both the Revolving Credit and Loan 2005 will mature. The outstanding balances have been reclassified to Current portion of Long-term debt and capital lease obligations.

        All agreements with the EIB have variable interest rates that change quarterly. The Company's U.S. dollar borrowings had an interest rate of 0.438% and the euro borrowings had interest rates of 0.171% and 2.40% at December 31, 2012 and the dollar borrowings had an interest rate of 0.676% and the euro borrowings had interest rates of 1.565% and 3.666% at December 31, 2011.

        Borrowings under the 2005 and 2006 agreements are secured by bank guarantees while the 2009 agreement is guaranteed by FMCH and D-GmbH. All EIB agreements have customary covenants. As of December 31, 2012, the Company was in compliance with the respective covenants.

F-29

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

Accounts Receivable Facility

        The Company refinanced the A/R Facility on January 17, 2013 for a term expiring on January 15, 2016 with the available borrowings at $800,000. At December 31, 2012 there are outstanding borrowings under the A/R Facility of $162,000.

        Under the A/R Facility, certain receivables are sold to NMC Funding Corporation ("NMC Funding"), a wholly-owned subsidiary. NMC Funding then assigns percentage ownership interests in the accounts receivable to certain bank investors. Under the terms of the A/R Facility, NMC Funding retains the right, at any time, to recall all the then outstanding transferred interests in the accounts receivable. Consequently, the receivables remain on the Company's Consolidated Balance Sheet and the proceeds from the transfer of percentage ownership interests are recorded as long-term debt.

        NMC Funding pays interest to the bank investors calculated based on the commercial paper rates for the particular tranches selected. The average interest rate during 2012 was 1.697%. Refinancing fees, which include legal costs and bank fees, are amortized over the term of the facility.

Other

        At December 31, 2012 and 2011, in conjunction with certain acquisitions and investments, the Company had pending payments of the purchase considerations totaling approximately $142,229 and $228,398, respectively, of which $75,266 and $103,828, respectively, was classified as the current portion of long-term debt.

Annual Payments

        Aggregate annual payments applicable to the 2012 Credit Agreement, Senior Notes, Euro Notes, EIB agreements, capital leases, the A/R Facility and other borrowings for the five years subsequent to December 31, 2012 are:

2013	$	334,747
2014		529,065
2015		232,378
2016(a)		828,523
2017		2,461,714
Thereafter		3,812,012
	$	8,198,439

(a)

The Company refinanced the A/R facility, which was set to mature on July 31, 2014, on January 17, 2013. The payments related to this facility will mature on January 15, 2016.

11.   Employee Benefit Plans

General

        FMC-AG & Co. KGaA recognizes pension costs and related pension liabilities for current and future benefits to qualified current and former employees of the Company. The Company's pension plans are structured differently according to the legal, economic and fiscal circumstances in each country. The Company currently has two types of plans, defined benefit and defined contribution plans. In general, plan benefits in defined benefit plans are based on all or a portion of the employees' years of services and final salary. Plan benefits in defined contribution plans are determined by the amount of contribution by the employee and the employer, both of which may be limited by legislation, and the returns earned on the investment of those contributions.

F-30

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        Upon retirement under defined benefit plans, the Company is required to pay defined benefits to former employees when the defined benefits become due. Defined benefit plans may be funded or unfunded. The Company has two major defined benefit plans, one funded plan in North America and an unfunded plan in Germany.

        Actuarial assumptions generally determine benefit obligations under defined benefit plans. The actuarial calculations require the use of estimates. The main factors used in the actuarial calculations affecting the level of the benefit obligations are: assumptions on life expectancy, the discount rate and future salary and benefit levels. Under the Company's funded plans, assets are set aside to meet future payment obligations. An estimated return on the plan assets is recognized as income in the respective period. Actuarial gains and losses are generated when there are variations in the actuarial assumptions and by differences between the actual and the estimated projected benefits obligations and the return on plan assets for that year. The company's pension liability is impacted by these actuarial gains or losses.

        Under defined contribution plans, the Company pays defined contributions to an independent third party as directed by the employee during the employee's service life, which satisfies all obligations of the Company to the employee. The employee retains all rights to the contributions made by the employee and to the vested portion of the Company paid contributions upon leaving the Company. The Company has a defined contribution plan in North America.

Defined Benefit Pension Plans

        During the first quarter of 2002, FMCH, the Company's North America subsidiary, curtailed its defined benefit and supplemental executive retirement plans. Under the curtailment amendment for substantially all employees eligible to participate in the plan, benefits have been frozen as of the curtailment date and no additional defined benefits for future services will be earned. The Company has retained all employee benefit obligations as of the curtailment date. Each year FMCH contributes at least the minimum amount required by the Employee Retirement Income Security Act of 1974, as amended. In 2012, FMCH's minimum funding requirement was $6,200. In addition to the compulsory contributions, the Company voluntarily provided $4,604 to the defined benefit plan. Expected funding for 2013 is $10,307.

        The benefit obligation for all defined benefit plans at December 31, 2012, is $655,447 (2011: $512,745) which consists of the gross benefit obligation of $423,509 (2011: $352,296) for the North America plan, which is funded by plan assets, and the benefit obligation of $231,938 (2011: $160,449) for the German unfunded plan.

        The following table shows the changes in benefit obligations, the changes in plan assets, and the funded status of the pension plans. Benefits paid as shown in the changes in benefit obligations represent

F-31

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

payments made from both the funded and unfunded plans while the benefits paid as shown in the changes in plan assets include only benefit payments from the Company's funded benefit plan.

	2012			2011
Change in benefit obligation:
Benefit obligation at beginning of year	$	512,745		$	425,472
Foreign currency translation		4,955			(6,207	)
Service cost		10,704			10,625
Interest cost		26,194			24,822
Transfer of plan participants		(68	)		61
Actuarial (gain) loss		122,800			69,769
Benefits paid		(21,883	)		(11,797	)
Benefit obligation at end of year	$	655,447		$	512,745
Change in plan assets:
Fair value of plan assets at beginning of year	$	218,990		$	232,325
Actual return on plan assets		18,356			(4,174	)
Employer contributions		10,804			556
Benefits paid		(19,757	)		(9,717	)
Fair value of plan assets at end of year	$	228,393		$	218,990
Funded status at end of year	$	427,054		$	293,755

        The Company had a pension liability of $427,054 and $293,755 at December 31, 2012 and 2011, respectively. The pension liability consists of a current portion of $3,693 (2011: $3,262) which is recognized as a current liability in the line item "accrued expenses and other current liabilities" in the balance sheet. The non-current portion of $423,361 (2011: $290,493) is recorded as non-current pension liability in the balance sheet. Approximately 83% of the beneficiaries are located in North America with the majority of the remaining 17% located in Germany.

        The accumulated benefit obligation for all defined benefit pension plans was $616,572 and $486,143 at December 31, 2012 and 2011, respectively. The accumulated benefit obligation for all defined benefit pension plans with an obligation in excess of plan assets was $616,572 and $486,143 at December 31, 2012 and 2011, respectively; the related plan assets had a fair value of $228,393 and $218,990 at December 31, 2012 and 2011, respectively.

        The table below reflects pre-tax effects of actuarial losses (gains) in other comprehensive income relating to pension liabilities. As of December 31, 2012, there are no cumulative effects of prior service costs included in other comprehensive income.

	Actuarial losses (gains)
Adjustments related to pensions at January 1, 2011	$	102,872
Actuarial (gain) loss for the year		91,693
Amortization of unrealized losses		(8,737	)
Foreign currency translation		(1,050	)
Adjustments related to pensions at December 31, 2011	$	184,778
Actuarial (gain) loss for the year		119,685
Amortization of unrealized losses		(18,334	)
Foreign currency translation		1,827
Adjustments related to pensions at December 31, 2012	$	287,956

F-32

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        The actuarial loss expected to be amortized from other comprehensive income into net periodic pension cost over the next year is $25,646.

        The discount rates for all plans are based upon yields of portfolios of equity and highly rated debt instruments with maturities that mirror the plan's benefit obligation. The Company's discount rate is the weighted average of these plans based upon their benefit obligations at December 31, 2012. The following weighted-average assumptions were utilized in determining benefit obligations as of December 31:

in %	2012		2011
Discount rate		4.14		5.10
Rate of compensation increase		3.32		3.69

        The defined benefit pension plans' net periodic benefit costs are comprised of the following components for each of the years ended December 31:

	2012			2011			2010
Components of net periodic benefit cost:
Service cost	$	10,704		$	10,625		$	7,982
Interest cost		26,194			24,822			22,615
Expected return on plan assets		(15,241	)		(17,750	)		(17,453	)
Amortization of unrealized losses		18,334			8,737			5,313
Net periodic benefit costs	$	39,991		$	26,434		$	18,457

        Net periodic benefit cost is allocated as personnel expense within costs of revenues, selling, general and administrative expense or research and development expense. This is depending upon the area in which the beneficiary is employed.

        The following weighted-average assumptions were used in determining net periodic benefit cost for the year ended December 31:

in %	2012		2011		2010
Discount rate		5.10		5.70		6.00
Expected return of plan assets		7.00		7.50		7.50
Rate of compensation increase		3.69		4.00		4.01

        Expected benefit payments for the next five years and in the aggregate for the five years thereafter are as follows:

2013	$	15,817
2014		17,320
2015		18,909
2016		20,723
2017		22,690
2018 - 2022		143,456

F-33

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

Plan Assets

        The following table presents the fair values of the Company's pension plan assets at December 31, 2012 and 2011.

			Fair Value Measurements at December 31, 2012						Fair Value Measurements at December 31, 2011
			Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs				Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
	Total		(Level 1)		(Level 2)		Total		(Level 1)		(Level 2)
Asset Category
Equity Investments
Index Funds(1)	$	58,511	$	—	$	58,511	$	55,538	$	—	$	55,538
Fixed Income Investments
Government Securities(2)		9,859		8,504		1,355		6,612		5,025		1,587
Corporate Bonds(3)		152,332		—		152,332		143,782		—		143,782
Other Bonds(4)		457		—		457		483		—		483
U.S. Treasury Money Market Funds(5)		2,975		2,975		—		6,600		6,600		—
Other types of investments
Cash, Money Market and Mutual Funds(6)		4,259		4,259		—		5,975		5,975		—
Total	$	228,393	$	15,738	$	212,655	$	218,990	$	17,600	$	201,390

(1)

This category comprises low-cost equity index funds not actively managed that track the S&P 500, S&P 400, Russell 2000, MSCI Emerging Markets Index and the Morgan Stanley International EAFE Index

(2)

This Category comprises fixed income investments by the U.S. government and government sponsored entities

(3)

This Category primarily represents investment grade bonds of U.S. issuers from diverse industries

(4)

This Category comprises private placement bonds as well as collateralized mortgage obligations

(5)

This Category represents funds that invest in treasury obligations directly or in treasury backed obligations

(6)

This Category represents cash, money market funds as well as mutual funds comprised of high grade corporate bonds

        The methods and inputs used to measure the fair value of plan assets are as follows:

•

Common stocks are valued at their market prices as of the balance sheet date.

•

Index funds are valued based on market quotes.

•

Government bonds are valued based on both market prices and market quotes.

•

Corporate bonds and other bonds are valued based on market quotes as of the balance sheet date.

•

Cash is stated at nominal value which equals the fair value.

•

U.S. Treasury money market funds as well as other money market and mutual funds are valued at their market price.

Plan Investment Policy and Strategy

        For the North America funded plan, the Company periodically reviews the assumption for long-term expected return on pension plan assets. As part of the assumptions review, a range of reasonable expected

F-34

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

investment returns for the pension plan as a whole was determined based on an analysis of expected future returns for each asset class weighted by the allocation of the assets. The range of returns developed relies both on forecasts, which include the actuarial firm's expected long-term rates of return for each significant asset class or economic indicator, and on broad-market historical benchmarks for expected return, correlation, and volatility for each asset class. As a result, the Company's expected rate of return on pension plan assets was 7.00% for 2012.

        The Company's overall investment strategy is to achieve a mix of approximately 96% of investments for long-term growth and 4% for near-term benefit payments with a wide diversification of asset types, fund strategies and fund managers.

        The investment policy, utilizing a revised target investment allocation of 35% equity and 65% long-term U.S. bonds, considers that there will be a time horizon for invested funds of more than 5 years. The total portfolio will be measured against a policy index that reflects the asset class benchmarks and the target asset allocation. The Plan policy does not allow investments in securities of the Company or other related party securities. The performance benchmarks for the separate asset classes include: S&P 500 Index, S&P 400 Index, Russell 2000 Growth Index, MSCI EAFE Index, MSCI Emerging Markets Index, Barclays Capital Long Term Government Index and Barclays Capital 20 Year US Treasury Strip Index.

Defined Contribution Plans

        Most FMCH employees are eligible to join a 401(k) savings plan. Employees can deposit up to 75% of their pay up to a maximum of $16.5 if under 50 years old ($22 if 50 or over) under this savings plan. The Company will match 50% of the employee deposit up to a maximum Company contribution of 3% of the employee's pay. The Company's total expense under this defined contribution plan for the years ended December 31, 2012, 2011, and 2010, was $38,582, $33,741 and $31,583, respectively.

12.   Noncontrolling Interests Subject to Put Provisions

        The Company has potential obligations to purchase the noncontrolling interests held by third parties in certain of its consolidated subsidiaries. These obligations are in the form of put provisions and are exercisable at the third-party owners' discretion within specified periods as outlined in each specific put provision. If these put provisions were exercised, the Company would be required to purchase all or part of third-party owners' noncontrolling interests at the appraised fair value at the time of exercise. The methodology the Company uses to estimate the fair values of the noncontrolling interest subject to put provisions assumes the greater of net book value or a multiple of earnings, based on historical earnings, development stage of the underlying business and other factors. The estimated fair values of the noncontrolling interests subject to these put provisions can also fluctuate and the implicit multiple of earnings at which these noncontrolling interest obligations may ultimately be settled could vary significantly from our current estimates depending upon market conditions.

        As of December 31, 2012 and December 31, 2011 the Company's potential obligations under these put options were $523,260 and $410,491, respectively, of which, at December 31, 2012, $228,408 were exercisable. In the last three fiscal years ending December 31, 2012, two such put provisions have been exercised for a total consideration of $3,185.

F-35

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        Following is a roll forward of noncontrolling interests subject to put provisions for the years ended December 31, 2012, 2011 and 2010:

	2012			2011			2010
Beginning balance as of January 1,	$	410,491		$	279,709		$	231,303
Contributions to noncontrolling interests		(114,536	)		(43,104	)		(38,964	)
Purchase/ sale of noncontrolling interests		134,643			37,786			28,969
Contributions from noncontrolling interests		16,565			7,222			5,289
Changes in fair value of noncontrolling interests		(18,880	)		86,233			24,222
Net income		94,718			42,857			28,839
Other comprehensive income (loss)		259			(212	)		51
Ending balance as of December 31,	$	523,260		$	410,491		$	279,709

13.   Shareholders' Equity

Capital Stock

        The General Partner has no equity interest in the Company and, therefore, does not participate in either the assets or the profits and losses of the Company. However, the General Partner is compensated for all outlays in connection with conducting the Company's business, including the remuneration of members of the management board and the supervisory board (see Note 3).

        The general meeting of a partnership limited by shares may approve Authorized Capital (genehmigtes Kapital). The resolution creating Authorized Capital requires the affirmative vote of a majority of three quarters of the capital represented at the vote and may authorize the management board to issue shares up to a stated amount for a period of up to five years. The nominal value of the Authorized Capital may not exceed half of the issued capital stock at the time of the authorization.

        In addition, the general meeting of a partnership limited by shares may create Conditional Capital (bedingtes Kapital) for the purpose of issuing (i) shares to holders of convertible bonds or other securities which grant a right to shares, (ii) shares as the consideration in a merger with another company, or (iii) shares offered to management or employees. In each case, the authorizing resolution requires the affirmative vote of a majority of three quarters of the capital represented at the vote. The nominal value of the Conditional Capital may not exceed half or, in the case of Conditional Capital created for the purpose of issuing shares to management and employees, 10% of the Company's issued capital at the time of the resolution.

        All resolutions increasing the capital of a partnership limited by shares also require the consent of the General Partner for their effectiveness.

Authorized Capital

        By resolution of the Annual General Meeting ("AGM") of shareholders on May 11, 2010, the General Partner was authorized, with the approval of the supervisory board, to increase, on one or more occasions, the Company's share capital until May 10, 2015 up to a total of €35,000 through issue of new bearer ordinary shares for cash contributions, "Authorized Capital 2010/I". Additionally, the newly issued shares may be taken up by financial institutions nominated by the General Partner with the obligation to offer them to the shareholders of the Company (indirect pre-emption rights). The General Partner is entitled, subject to the approval of the supervisory board, to exclude the pre-emption rights of the shareholders. However, such an exclusion of pre-emption rights will be permissible for fractional amounts. No Authorized Capital 2010/I has been issued as of December 31, 2012.

        In addition, by resolution of the AGM of shareholders on May 11, 2010, the General Partner was authorized, with the approval of the supervisory board, to increase, on one or more occasions, the share capital of the Company until May 10, 2015 up to a total of €25,000 through the issue of new bearer

F-36

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

ordinary shares for cash contributions or contributions in kind, "Authorized Capital 2010/II". The General Partner is entitled, subject to the approval of the supervisory board, to exclude the pre-emption rights of the shareholders. However, such exclusion of pre-emption rights will be permissible only if (i) in case of a capital increase against cash contributions, the nominal value of the issued shares does not exceed 10% of the nominal share value of the Company's share capital and the issue price for the new shares is at the time of the determination by the General Partner not significantly lower than the stock price in Germany of the existing listed shares of the same class and with the same rights or, (ii) in case of a capital increase against contributions in kind, the purpose of such increase is to acquire an enterprise, parts of an enterprise or an interest in an enterprise. No Authorized Capital 2010/II has been issued as of December 31, 2012.

        Authorized Capital 2010/I and Authorized Capital 2010/II became effective upon registration with the commercial register of the local court in Hof an der Saale on May 25, 2010.

Conditional Capital

        By resolution of the Company's AGM on May 12, 2011, the Company's share capital was conditionally increased with regards to the 2011 Stock Option Plan ("2011 SOP") by up to €12,000 subject to the issue of up to twelve million non-par value bearer ordinary shares with a nominal value of €1.00 each. For further information, see Note 16.

        By resolution of the Company's AGM on May 9, 2006, as amended by the AGM on May 15, 2007, resolving a three-for-one share split, the Company's share capital was conditionally increased by up to €15,000 corresponding to 15 million ordinary shares with no par value and a nominal value of €1.00. This Conditional Capital increase can only be effected by the exercise of stock options under the Company's Stock Option Plan 2006 with each stock option awarded exercisable for one ordinary share (see Note 16). The Company has the right to deliver ordinary shares that it owns or purchases in the market in place of increasing capital by issuing new shares.

        Through the Company's other employee participation programs, the Company has issued convertible bonds and stock option/subscription rights (Bezugsrechte) to employees and the members of the Management Board of the General Partner and employees and members of management of affiliated companies that entitle these persons to receive preference shares or, following the conversion offer in 2005, ordinary shares. At December 31, 2012, 37,656 convertible bonds or options for preference shares remained outstanding with a remaining average term of 1.89 years and 11,146,766 convertible bonds or options for ordinary shares remained outstanding with a remaining average term of 4.65 years under these programs. For the year ending December 31, 2012, 7,642 options for preference shares and 2,574,836 options for ordinary shares had been exercised under these employee participation plans (see Note 16).

        As the result of the Company's three-for-one stock split for both preference and ordinary shares on June 15, 2007, and with the approval of the shareholders at the AGM on May 15, 2007, the Company's Conditional Capital was increased by $6,557 (€4,454). Conditional Capital available for all programs at December 31, 2012 is $33,974 (€25,750) which includes $15,833 (€12,000) for the 2011 SOP, $12,568 (€9,525) for the 2006 Plan and $5,574 (€4,225) for the 2001 Plan.

Dividends

        Under German law, the amount of dividends available for distribution to shareholders is based upon the unconsolidated retained earnings of Fresenius Medical Care AG & Co. KGaA as reported in its balance sheet determined in accordance with the German Commercial Code (Handelsgesetzbuch).

        If no dividends on the Company's preference shares are declared for two consecutive years after the year for which the preference shares are entitled to dividends, then the holders of such preference shares would be entitled to the same voting rights as holders of ordinary shares until all arrearages are paid. In addition, the payment of dividends by FMC-AG & Co. KGaA is subject to limitations under the 2012 Credit Agreement (see Note 10).

        Cash dividends of $271,733 for 2011 in the amount of €0.71 per preference share and €0.69 per ordinary share were paid on May 11, 2012.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        Cash dividends of $280,649 for 2010 in the amount of €0.67 per preference share and €0.65 per ordinary share were paid on May 13, 2011.

        Cash dividends of $231,967 for 2009 in the amount of €0.63 per preference share and €0.61 per ordinary share were paid on May 12, 2010.

14.   Sources of Revenue

        Below is a table showing the sources of our U.S. patient service revenue (net of contractual allowance and discounts but before patient service bad debt provision), included in the Company's dialysis care revenue, for the years ended December 31, 2012 and 2011. Outside of the U.S., the Company does not recognize patient service revenue at the time the services are rendered without assessing the patient's ability to pay. Accordingly, the additional disclosure requirements introduced with ASU 2011-07 only apply to the U.S. patient service revenue.

	2012		2011
Medicare ESRD program	$	4,029,773	$	3,391,339
Private/alternative payors		3,605,081		3,139,468
Medicaid and other government sources		474,520		429,010
Hospitals		400,791		377,316
Total patient service revenue	$	8,510,165	$	7,337,133

15.   Earnings Per Ordinary Share

        The following table contains reconciliations of the numerators and denominators of the basic and diluted earnings per ordinary share computations for 2012, 2011 and 2010:

	2012		2011		2010
Numerators:
Net income attributable to shareholders of FMC-AG & Co. KGaA	$	1,186,809	$	1,071,154	$	978,517
less:
Dividend preference on Preference shares		102		110		104
Income available to all classes of shares	$	1,186,707	$	1,071,044	$	978,413
Denominators:
Weighted average number of:
Ordinary shares outstanding		301,139,652		299,012,744		296,808,978
Preference shares outstanding		3,969,307		3,961,617		3,912,348
Total weighted average shares outstanding		305,108,959		302,974,361		300,721,326
Potentially dilutive Ordinary shares		1,761,064		1,795,743		1,311,042
Potentially dilutive Preference shares		16,851		20,184		35,481
Total weighted average Ordinary shares outstanding assuming dilution		302,900,716		300,808,487		298,120,020
Total weighted average Preference shares outstanding assuming dilution		3,986,158		3,981,801		3,947,829
Basic income per Ordinary share	$	3.89	$	3.54	$	3.25
Fully diluted income per Ordinary share	$	3.87	$	3.51	$	3.24

16.   Stock Options

        In connection with its equity-settled stock option programs, the Company incurred compensation expense of $26,476, $29,071 and $27,981 for the years ending December 31, 2012, 2011, and 2010, respectively. There were no capitalized compensation costs in any of the three years presented. The

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

Company also recorded a related deferred income tax of $6,854, $8,195 and $8,020 for the years ending December 31, 2012, 2011, and 2010, respectively.

Stock Options and other Share-Based Plans

        At December 31, 2012, the Company has awards outstanding under various stock-based compensation plans.

Fresenius Medical Care AG & Co. KGaA Long Term Incentive Program 2011

        On May 12, 2011, the Fresenius Medical Care AG & Co. KGaA Stock Option Plan 2011 ("2011 SOP") was established by resolution of the Company's AGM. The 2011 SOP, together with the Phantom Stock Plan 2011, which was established by resolution of the General Partner's Management and Supervisory Boards, forms the Company's Long Term Incentive Program 2011 ("2011 Incentive Program"). Under the 2011 Incentive Program, participants may be granted awards, which will consist of a combination of stock options and phantom stock. Awards under the 2011 Incentive Program will be granted over a five year period and can be granted on the last Monday in July and/or the first Monday in December each year. Prior to the respective grant, the participants will be able to choose how much of the granted value is granted in the form of stock options and phantom stock in a predefined range of 75:25 to 50:50, stock options vs. phantom stock. The number of phantom shares that plan participants may choose to receive instead of stock options within the aforementioned predefined range is determined on the basis of a fair value assessment pursuant to a binomial model. With respect to grants made in July, this fair value assessment will be conducted on the day following the Company's AGM and with respect to the grants made in December, on the first Monday in October. The awards under the 2011 Incentive Program are subject to a four-year vesting period. The vesting of the awards granted is subject to achievement of performance targets. The 2011 Incentive Program was established with a conditional capital increase up to €12,000 subject to the issue of up to twelve million non-par value bearer ordinary shares with a nominal value of €1.00, each of which can be exercised to obtain one ordinary share.

        Members of the Management Board of the General Partner, members of the management boards of the Company's affiliated companies and the managerial staff members of the Company and of certain affiliated companies are entitled to participate in the 2011 Incentive Program. With respect to participants who are members of the General Partner's Management Board, the General Partner's Supervisory Board has sole authority to grant awards and exercise other decision making powers under the 2011 Incentive Program (including decisions regarding certain adjustments and forfeitures). The General Partner has such authority with respect to all other participants in the 2011 Incentive Program.

        The exercise price of stock options granted under the 2011 Incentive Program shall be the average stock exchange price on the Frankfurt Stock Exchange of the Company's ordinary shares during the 30 calendar days immediately prior to each grant date. Stock options granted under the 2011 Incentive Program have an eight-year term and can be exercised only after a four-year vesting period. Stock options granted under the 2011 Incentive Program to US participants are non-qualified stock options under the United States Internal Revenue Code of 1986, as amended. Options under the 2011 Incentive Program are not transferable by a participant or a participant's heirs, and may not be pledged, assigned, or disposed of otherwise.

        Phantom stock under the 2011 Incentive Program entitles the holders to receive payment in Euro from the Company upon exercise of the phantom stock. The payment per phantom share in lieu of the issuance of such stock shall be based upon the closing stock exchange price on the Frankfurt Stock Exchange of one of the Company's ordinary shares on the exercise date. Phantom stock have a five-year term and can be exercised only after a four-year vesting period, beginning with the grant date. For participants who are U.S. tax payers, the phantom stock is deemed to be exercised in any event in the month of March following the end of the vesting period.

        During 2012, under the Long Term Incentive Program 2011, the Company awarded 2,166,035 stock options, including 310,005 stock options granted to members of the Management Board of Fresenius Medical Care Management AG ("Management Board"), the Company's general partner, at an average

F-39

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

exercise price of $75.41 (€57.15), an average fair value of $15.48 each and a total fair value of $33,538 which will be amortized over the four-year vesting period. The Company also awarded 178,729 shares of phantom stock, including 23,407 shares of phantom stock granted to members of the Management Board at a measurement date average fair value of $64.58 (€48.95) each and a total fair value of $11,543, which will be revalued if the fair value changes, and amortized over the four-year vesting period.

        During 2011, the Company awarded 1,947,231 stock options under the 2011 Incentive Program, including 307,515 stock options granted to members of the Management Board of FMC Management AG, the Company's general partner, at an average exercise price of $67.87 (€52.45), an average fair value of $19.27 each and a total fair value of $37,525, which will be amortized over the four-year vesting period. The Company awarded 215,638 phantom shares, including 29,313 phantom shares granted to members of the Management Board of FMC Management AG, the Company's general partner, at a measurement date average fair value of $63.71 (€49.24) each and a total fair value of $13,739 which will be revalued if the fair value changes, and amortized over the four year vesting period.

Incentive plan

        In 2012, Management Board members were eligible for performance-related compensation that depended upon achievement of targets. The targets are measured by reference to operating profit margin, growth of group-wide after-tax earnings (EAT growth) as well as the development of free cash flow (cash flow before acquisitions), and are derived from the comparison of targeted and actually achieved current year figures. Targets are divided into Group level targets and those to be achieved in individual regions.

        The bonus for fiscal year 2012 will consist proportionately of a cash component and a share-based component which will be paid in cash. Upon meeting the annual targets, the cash component will be paid after the end of 2012. The share-based component is subject to a three-year vesting period, although a shorter period may apply in special cases. The amount of cash payment relating to the share-based component shall be based on the closing share price of Fresenius Medical Care AG & Co. KGaA ordinary shares upon exercise after the three-year vesting period. The amount of the achievable bonus for each of the members of the Management Board is capped.

        Share-based compensation incurred under this plan for years 2012, 2011 and 2010 was $2,751, $2,306 and $2,603, respectively.

Fresenius Medical Care AG & Co. KGaA Stock Option Plan 2006

        During 2010, the Company awarded 2,817,879 options under the Amended 2006 Plan, including 423,300 options granted to members of the Management Board of FMC Management AG, the Company's general partner, at a weighted average exercise price of $57.07 (€42.71), a weighted average fair value of $10.47 each and a total fair value of $29,515 which will be amortized over the three year vesting period. After December 2010, no further grants were issued under the Amended 2006 Plan.

        Options granted under the Amended 2006 Plan to US participants are non-qualified stock options under the United States Internal Revenue Code of 1986, as amended. Options under the Amended 2006 Plan are not transferable by a participant or a participant's heirs, and may not be pledged, assigned, or otherwise disposed of.

Fresenius Medical Care 2001 International Stock Option Plan

        Under the Fresenius Medical Care 2001 International Stock Incentive Plan (the "2001 Plan"), options in the form of convertible bonds with a principal of up to €10,240 were issued to the members of the Management Board and other employees of the Company representing grants for up to 4 million non-voting preference shares. The convertible bonds originally had a par value of €2.56 and bear interest at a rate of 5.5%. In connection with the share split affected in 2007, the principal amount was adjusted in the same proportion as the share capital out of the capital increase and the par value of the convertible bonds was adjusted to €0.85 without affecting the interest rate. Effective May 2006, no further grants can be issued under the 2001 Plan and no options were granted under the 2001 Plan after 2005 and the outstanding options will expire before 2016.

F-40

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

Additional stock option plans information

        At December 31, 2012, the Management Board members of the General Partner held 2,201,205 stock options for ordinary shares and employees of the Company held 8,945,561 stock options for ordinary shares and 37,656 stock options for preference shares, under the various stock-based compensation plans of the Company.

        At December 31, 2012, the Management Board members of the General Partner held 52,720 phantom shares and employees of the Company held 334,265 phantom shares under the 2011 Incentive Plan.

        The Table below provides reconciliations for stock options outstanding at December 31, 2012, as compared to December 31, 2011.

	Options (in thousands)		Weighted average exercise price		Weighted average exercise price
			€		$
Stock options for ordinary shares
Balance at December 31, 2011		12,025		37.24		49.13
Granted		2,166		57.15		75.41
Exercised		2,575		30.62		40.40
Forfeited		469		36.66		48.37
Balance at December 31, 2012		11,147		42.66		56.29
Stock options for preference shares
Balance at December 31, 2011		49		18.64		24.59
Exercised		8		15.57		20.54
Forfeited		3		18.64		24.59
Balance at December 31, 2012		38		19.26		25.41

        The following table provides a summary of fully vested options outstanding and exercisable for both preference and ordinary shares at December 31, 2012:

Fully Vested Outstanding and Exercisable Options
	Number of Options		Weighted average remaining contractual life in years		Weighted average exercise price		Weighted average exercise price		Aggregate intrinsic value		Aggregate intrinsic value
	(in thousands)				€		US$		€		US$
Options for preference shares		38		1.89		19.26		25.41		865		1,141
Options for ordinary shares		4,389		2.42		31.26		41.25		92,368		121,870

        At December 31, 2012, there was $52,744 of total unrecognized compensation costs related to non-vested options granted under all plans. These costs are expected to be recognized over a weighted-average period of 2.0 years.

        During the years ended December 31, 2012, 2011, and 2010, the Company received cash of $100,118, $81,883 and $96,204, respectively, from the exercise of stock options (see Note 13). The intrinsic value of options exercised for the twelve-month periods ending December 31, 2012, 2011, and 2010 was $83,690 $50,687 and $50,921, respectively. The Company recorded a related tax benefit of $21,008, $13,010 and $13,313 for the years ending December 31, 2012, 2011, and 2010, respectively.

        In connection with cash-settled share based payment transactions under the 2011 Incentive Program the Company recognized expense of $5,144 and $1,859 for the years ending December 31, 2012 and 2011, respectively.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

Fair Value Information

        The Company used a binomial option-pricing model in determining the fair value of the awards under the 2011 SOP and the 2006 Plan. Option valuation models require the input of subjective assumptions including expected stock price volatility. The Company's assumptions are based upon its past experiences, market trends and the experiences of other entities of the same size and in similar industries. Expected volatility is based on historical volatility of the Company's shares. To incorporate the effects of expected early exercise in the model, an early exercise of vested options was assumed as soon as the share price exceeds 155% of the exercise price. The Company's stock options have characteristics that vary significantly from traded options and changes in subjective assumptions can materially affect the fair value of the option. The assumptions used to determine the fair value of the 2012 and 2011 grants are as follows:

	2012		2011
Expected dividend yield		1.61%		1.62%
Risk-free interest rate		1.09%		2.55%
Expected volatility		22.20%		22.22%
Expected life of options		8 years		8 years
Weighted average exercise price (in €)		57.15		52.45
Weighted average exercise price (in US-$)		75.41		67.87

17.   Income Taxes

        Income before income taxes is attributable to the following geographic locations:

	2012		2011		2010
Germany	$	263,651	$	344,267	$	303,954
United States		1,356,094		1,122,800		1,084,756
Other		312,368		311,292		255,031
	$	1,932,113	$	1,778,359	$	1,643,741

        Income tax expense (benefit) for the years ended December 31, 2012, 2011, and 2010, consisted of the following:

	2012			2011			2010
Current:
Germany	$	52,862		$	67,484		$	100,635
United States		342,250			278,634			355,739
Other		139,136			106,087			101,206
		534,248			452,205			557,580
Deferred:
Germany		10,478			14,565			(16,479	)
United States		98,200			139,282			52,648
Other		(37,790	)		(4,955	)		(15,404	)
		70,888			148,892			20,765
	$	605,136		$	601,097		$	578,345

        In 2012, 2011 and 2010, the Company is subject to German federal corporation income tax at a base rate of 15% plus a solidarity surcharge of 5.5% on federal corporation taxes payable and a trade tax rate of 12.88%, 12.64% and 12.88% for the fiscal years ended December 31, 2012, 2011 and 2010, respectively.

        A reconciliation between the expected and actual income tax expense is shown below. The expected corporate income tax expense is computed by applying the German corporation tax rate (including the solidarity surcharge) and the effective trade tax rate on income before income taxes. The respective

F-42

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

combined tax rates are 28.71%, 28.46% and 28.71% for the fiscal years ended December 31, 2012, 2011, and 2010, respectively.

	2012			2011			2010
Expected corporate income tax expense	$	554,613		$	506,121		$	471,836
Tax free income		(90,943	)		(38,926	)		(24,088	)
Income from at equity investments		(2,133	)		(6,883	)		(550	)
Tax rate differentials		137,527			140,079			118,495
Non-deductible expenses		19,961			4,536			6,934
Taxes for prior years		22,420			144			11,994
Change in valuation allowance		(19,680	)		5,544			(2,259	)
Noncontrolling partnership interests		(49,081	)		(31,300	)		(26,870	)
Other		32,452			21,782			22,853
Actual income tax expense	$	605,136		$	601,097		$	578,345
Effective tax rate		31.3	%		33.8	%		35.2	%

        The tax effects of the temporary differences that give rise to deferred tax assets and liabilities at December 31, 2012 and 2011, are presented below:

	2012			2011
Deferred tax assets:
Accounts receivable	$	5,847		$	5,943
Inventory		45,771			42,824
Property, plant and equipment, intangible and other non-current assets		65,370			70,652
Accrued expenses and other liabilities		329,967			265,624
Pensions		123,363			87,248
Net operating loss carryforwards, tax credit carryforwards and interest carryforwards		107,595			91,402
Derivatives		4,856			60,056
Stock-based compensation		24,758			24,191
Other		13,136			12,586
Total deferred tax assets	$	720,663		$	660,526
Less: valuation allowance		(44,191	)		(80,418	)
Net deferred tax assets	$	676,472		$	580,108
Deferred tax liabilities:
Accounts receivable	$	17,036		$	25,937
Inventory		11,847			10,899
Property, plant and equipment, intangible and other non-current assets		748,271			616,430
Accrued expenses and other liabilities		21,651			24,582
Derivatives		2,202			—
Other		128,403			103,107
Total deferred tax liabilities		929,410			780,955
Net deferred tax assets (liabilities)	$	(252,938	)	$	(200,847	)

        The valuation allowance decreased by $36,227 in 2012 and increased by $8,619 in 2011.

F-43

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        The expiration of net operating losses is as follows:

2013	$	18,821
2014		20,649
2015		13,540
2016		23,794
2017		43,723
2018		16,754
2019		18,313
2020		14,061
2021		8,052
2022 and thereafter		3,128
Without expiration date		96,446
Total	$	277,281

        In assessing the realizability of deferred taxes, management considers whether it is more-likely-than-not that some portion or all of a deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more-likely-than-not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2012.

        The Company provides for income taxes and foreign withholding taxes on the cumulative earnings of foreign subsidiaries that will not be reinvested. At December 31, 2012, the Company provided for $15,562 of deferred tax liabilities associated with earnings that are likely to be distributed in 2013 and the following years. Provision has not been made for additional taxes on $5,354,484 undistributed earnings of foreign subsidiaries as these earnings are considered permanently reinvested. The earnings could become subject to additional tax if remitted or deemed remitted as dividends; however calculation of such additional tax is not practical. These taxes would predominantly comprise foreign withholding tax on dividends of foreign subsidiaries, and German income tax of approx 1.4 percent on all dividends and capital gains.

        FMC-AG & Co. KGaA companies are subject to tax audits in Germany and the U.S. on a regular basis and on-going tax audits in other jurisdictions.

        In Germany, the tax years 2002 until 2009 are currently under audit by the tax authorities. The Company recognized and recorded the current proposed adjustments of this audit period in the financial statements. All proposed adjustments are deemed immaterial. Fiscal years 2010, 2011 and 2012 are open to audit.

        In the U.S., the Company filed claims for refunds contesting the Internal Revenue Service's ("IRS") disallowance of FMCH's civil settlement payment deductions taken by FMCH in prior year tax returns. As a result of a settlement agreement with the IRS, the Company received a partial refund in September 2008 of $37,000, inclusive of interest and preserved the right to pursue claims in the United States Courts for refunds of all other disallowed deductions, which totaled approximately $126,000. On December 22, 2008, the Company filed a complaint for complete refund in the United States District Court for the District of Massachusetts, styled as Fresenius Medical Care Holdings, Inc. v. United States. On August 15, 2012, a jury entered a verdict for FMCH granting additional deductions of $95,000. The District Court is now considering post trial motions by the IRS to set aside the verdict and the terms of the judgment to be entered against the United States to reflect the amount of the tax refund due to FMCH.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        In the U.S., the tax years 2009 and 2010 are currently under audit by the tax authorities. Fiscal years 2011 and 2012 are open to audit. FMCH is also subject to audit in various state jurisdictions. A number of these audits are in progress and various years are open to audit in various state jurisdictions. All expected results for both federal and state income tax audits have been recognized in the financial statements.

        Subsidiaries of FMC-AG & Co. KGaA in a number of countries outside of Germany and the U.S. are also subject to tax audits. The Company estimates that the effects of such tax audits are not material to these consolidated financial statements.

        The following table shows the reconciliation of the beginning and ending amounts of unrecognized tax benefits:

Unrecognized tax benefits (net of interest)	2012			2011			2010
Balance at January 1,	$	184,829		$	375,900		$	410,016
Increases in unrecognized tax benefits prior periods		13,232			24,046			12,782
Decreases in unrecognized tax benefits prior periods		(5,913	)		(24,897	)		(11,429	)
Increases in unrecognized tax benefits current period		17,903			16,157			13,588
Changes related to settlements with tax authorities		(16,763	)		(217,484	)		(34,410	)
Reductions as a result of a lapse of the statute of limitations		—			(3,100	)		(129	)
Foreign currency translation		(9,090	)		14,207			(14,518	)
Balance at December 31,	$	184,198		$	184,829		$	375,900

        Included in the balance at December 31, 2012 are $160,780 of unrecognized tax benefits which would affect the effective tax rate if recognized. The Company is currently not in a position to forecast the timing and magnitude of changes in other unrecognized tax benefits.

        During the year ended December 31, 2012 the Company recognized a benefit of $24,718 in interest and penalties. The Company had a total accrual of $33,749 of tax related interest and penalties at December 31, 2012.

18.   Operating Leases

        The Company leases buildings and machinery and equipment under various lease agreements expiring on dates through 2039. Rental expense recorded for operating leases for the years ended December 31, 2012, 2011 and 2010 was $617,195, $601,070 and $563,182, respectively. For information regarding intercompany operating leases, see Note 3 a).

        Future minimum rental payments under noncancelable operating leases for the five years succeeding December 31, 2012 and thereafter are:

2013	$	566,320
2014		506,512
2015		443,472
2016		375,843
2017		351,646
Thereafter		1,044,570
		3,288,363

19.   Commitments and Contingencies

Legal Proceedings

        The Company is routinely involved in numerous claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary course of its business of providing healthcare services and products. Legal matters that the Company currently deems to be material are described below. For the matters described below in which the Company believes a loss is both reasonably possible and estimable, an estimate of the loss or range of loss exposure is provided. For

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

the other matters described below, the Company believes that the loss probability is remote and/or the loss or range of possible losses cannot be reasonably estimated at this time. The outcome of litigation and other legal matters is always difficult to predict accurately and outcomes that are not consistent with the Company's view of the merits can occur. The Company believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that the resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on its business, results of operations and financial condition.

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. In January and February 2011, the U.S. Bankruptcy Court entered orders confirming the plan of reorganization and the confirmation orders were affirmed by the U.S. District Court on January 31, 2012. Multiple parties have appealed to the Third Circuit Court of Appeals and the plan of reorganization will not be implemented until the appeals are finally resolved.

        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 final confirmation of a plan of reorganization that satisfies the conditions of the Company's payment obligation, this litigation will be dismissed with prejudice.

        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 patents held by Baxter International Inc. and its

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

subsidiaries and affiliates ("Baxter"), that the patents are invalid, and that Baxter is without right or authority to threaten or maintain suit against FMCH for alleged infringement of Baxter's patents. In general, the asserted 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, the court entered judgment on a jury verdict in favor of FMCH finding all asserted claims of Baxter patents 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 trial 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 touchscreen-equipped 2008K machine effective January 1, 2009. The Company appealed the court's rulings to the United States Court of Appeals for the Federal Circuit ("Federal Circuit"). In October 2008, the Company completed design modifications to the 2008K machine that eliminate any incremental hemodialysis machine royalty payment exposure under the District Court order. On September 10, 2009, the Federal Circuit reversed the district court's decision and determined that the asserted claims in two of the three patents at issue are invalid. As to the third patent, the Federal Circuit affirmed the district court's decision; however, the Court also vacated the injunction and award of damages. These issues were remanded to the District Court for reconsideration in light of the invalidity ruling on most of the claims. As a result, FMCH is no longer required to fund the court-approved escrow account set up to hold the royalty payments ordered by the district court. Funds of $70,000 were contributed to the escrow fund. Upon remand, the district court reduced the post verdict damages award to $10,000 and $61,000 of the escrowed funds was returned to FMCH. In the parallel reexamination of the last surviving patent, the U.S. Patent and Trademark Office ("USPTO") and the Board of Patent Appeals and Interferences ruled that the remaining Baxter patent is invalid. On May 17, 2012 the Federal Circuit affirmed the USPTO's ruling and invalidated the final remaining Baxter patent. Baxter's request to the Federal Circuit for a rehearing has been denied, and the Federal Circuit has issued a mandate to the USPTO to cancel the claims of the last remaining asserted Baxter HD patent. Baxter has appealed to the Federal Circuit claiming that approximately $20,000 of damages awarded to it by the District Court before the Federal Circuit affirmed the USPTO ruling constitutes a final judgment that may be collected. The Company is opposing this appeal.

        On August 27, 2012, Baxter filed suit in the U.S. District Court for the Northern District of Illinois, styled Baxter International Inc., et al., v. Fresenius Medical Care Holdings, Inc., Case No. 12-cv-06890, alleging that the Company's Liberty^TM cycler infringes certain U.S. patents that were issued to Baxter between October 2010 and June 2012. The Company believes it has valid defenses to these claims, and will defend this litigation vigorously.

        On December 12, 2012, a group of plaintiffs' counsel filed a petition to form a federal multidistrict litigation and thereby consolidate certain lawsuits alleging wrongful death and personal injury claims against FMCH and its affiliates. The complaints to be consolidated for pre-trial management allege generally that inadequate labeling and warnings for FMCH's dialysate concentrate products NaturaLyte® and Granuflo® caused harm to patients. In addition, a substantial number of similar state court cases have been filed that cannot be formally consolidated with the federal cases. FMCH believes that these lawsuits are without merit, and will defend them vigorously.

Other Litigation and Potential Exposures

        Renal Care Group, Inc. ("RCG"), which the Company acquired in 2006, is named as a nominal defendant in a complaint originally filed September 13, 2006 in the Chancery Court for the State of Tennessee Twentieth Judicial District at Nashville styled Indiana State District Council of Laborers and Hod Carriers Pension Fund v. Gary Brukardt et al. Following the trial court's dismissal of the complaint, plaintiff's appeal in part, and reversal in part by the appellate court, the cause of action purports to be a class action on behalf of former shareholders of RCG and seeks monetary damages only against the

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

individual former directors of RCG. The individual defendants, however, may have had claims for indemnification and reimbursement of expenses against the Company. Subject to the approval of the Nashville Chancery Court, the plaintiff has agreed to dismiss the Complaint with prejudice against the plaintiff and all other class members in exchange for a payment that is not material to the Company.

        On February 15, 2011, a qui tam relator's complaint under the False Claims Act against FMCH was unsealed by order of the United States District Court for the District of Massachusetts and served by the relator. The United States has not intervened in the case United States ex rel. Chris Drennen v. Fresenius Medical Care Holdings, Inc., 2009 Civ. 10179 (D. Mass.). The relator's complaint, which was first filed under seal in February 2009, alleges that the Company seeks and receives reimbursement from government payors for serum ferritin and hepatitis B laboratory tests that are medically unnecessary or not properly ordered by a physician. On March 6, 2011, the United States Attorney for the District of Massachusetts issued a Civil Investigative Demand seeking the production of documents related to the same laboratory tests that are the subject of the relator's complaint. FMCH has cooperated fully in responding to the additional Civil Investigative Demand, and will vigorously contest the relator's complaint.

        On June 29, 2011, FMCH received a subpoena from the United States Attorney for the Eastern District of New York ("E.D.N.Y."). On December 6, 2011, a single Company facility in New York received a subpoena from the Office of the Inspector General of the Department of Health and Human Services that was substantially similar to the one issued by the U.S. Attorney for the E.D.N.Y. These subpoenas are part of a criminal and civil investigation into relationships between retail pharmacies and outpatient dialysis facilities in the State of New York and into the reimbursement under government payor programs in New York for medications provided to patients with ESRD. Among the issues encompassed by the investigation is whether retail pharmacies may have provided or received compensation from the New York Medicaid program for pharmaceutical products that should be provided by the dialysis facilities in exchange for the New York Medicaid payment to the dialysis facilities. The Company has cooperated in the investigation.

        Civil investigative demands were issued under the supervision of the United States Attorneys for Rhode Island and Connecticut to American Access Care LLC (AAC) and certain affiliated entities prior to the Company's acquisition of AAC in October 2011. In March 2012, a third subpoena was issued under the supervision of the United States Attorney for the Southern District of Florida (Miami). The subpoenas cover a wide range of documents and activities of AAC, but appear to focus on coding and billing practices and procedures. The Company has assumed responsibility for responding to the subpoenas and is cooperating fully with the United States Attorneys.

        The Company has received communications alleging certain conduct in certain countries outside the U.S. and Germany that may violate the U.S. Foreign Corrupt Practices Act ("FCPA") or other anti-bribery laws. In response to the allegations, the Audit and Corporate Governance Committee of the Company's Supervisory Board is conducting an internal review with the assistance of independent counsel retained for such purpose. The Company voluntarily advised the U.S. Securities and Exchange Commission and the U.S. Department of Justice that allegations have been made and of the Company's internal review. The Company has also directed its independent counsel, in conjunction with the Company's Compliance Department, to review the Company's compliance program including internal controls related to compliance with international anti-bribery laws and implement appropriate enhancements. The Company is fully committed to FCPA compliance. It cannot predict the final outcome of its review.

        In December 2012 and January 2013, FMCH received subpoenas from the United States Attorneys for the District of Massachusetts and the Western District of Louisiana requesting production of a range of documents relating to products manufactured by FMCH, including the Granuflo® and Naturalyte® dialysate concentrate products. FMCH intends to cooperate fully in these matters.

        The Company filed claims for refunds contesting the Internal Revenue Service's ("IRS") disallowance of FMCH's civil settlement payment deductions taken by FMCH in prior year tax returns. As a result of a settlement agreement with the IRS, the Company received a partial refund in September 2008 of $37,000, inclusive of interest and preserved its right to pursue claims in the United States Courts for refunds of all other disallowed deductions, which totaled approximately $126,000. On December 22, 2008, the Company

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

filed a complaint for complete refund in the United States District Court for the District of Massachusetts, styled as Fresenius Medical Care Holdings, Inc. v. United States. On August 15, 2012, a jury entered a verdict for FMCH granting additional deductions of $95,000. The District Court is now considering post trial motions by the IRS to set aside the verdict and the terms of the judgment to be entered against the United States to reflect the amount of the tax refund due to FMCH.

        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 healthcare 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 laws of the United States, including the federal Anti-Kickback Statute, the federal False Claims Act, the federal Stark Law, 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 "qui tam" or "whistle blower" actions. In May 2009, the scope of the False Claims Act was expanded and additional protections for whistle blowers and procedural provisions to aid whistle blowers' ability to proceed in a False Claims Act case were added. By virtue of this regulatory environment, 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 and other parts of the world. 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 or other agents deliberately, recklessly or inadvertently contravene the Company's policies or violate applicable law. The actions of such persons may subject the Company and its subsidiaries to liability under the Anti-Kickback Statute, the Stark Law, the False Claims Act and the Foreign Corrupt Practices Act, among other laws and comparable laws of other countries.

        Physicians, hospitals and other participants in the healthcare 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.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

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 in the Grace Chapter 11 Proceedings, all other matters included in the special charge have been resolved. While the Company believes that its remaining accrual 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.

20.   Financial Instruments

        As a global supplier of dialysis services and products in more than 120 countries throughout the world, the Company is faced with a concentration of credit risks due to the nature of the reimbursement systems which are often provided by the governments of the countries in which the Company operates. Changes in reimbursement rates or the scope of coverage could have a material adverse effect on the Company's business, financial condition and results of operations and thus on its capacity to generate cash flow.

Non-derivative Financial Instruments

        The following table presents the carrying amounts and fair values of the Company's non-derivative financial instruments at December 31, 2012, and December 31, 2011.

			2012				2011
	Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Cash and cash equivalents		1	$	688,040	$	688,040	$	457,292	$	457,292
Accounts Receivable		2		3,157,233		3,157,233		2,909,326		2,909,326
Long-term Notes Receivable(1)		3		—		—		234,490		233,514
Liabilities
Accounts payable		2		745,644		745,644		652,649		652,649
Short-term borrowings		2		117,850		117,850		98,801		98,801
Short-term borrowings from related parties		2		3,973		3,973		28,013		28,013
Long term debt excluding 2012 Credit Agreement and Amended 2006 Senior Credit Agreement, Euro Notes and Senior Notes(2)		2		721,928		721,928		1,147,208		1,147,208
2012 Credit Agreement and Amended 2006 Senior Credit Agreement		2		2,659,340		2,652,840		2,795,589		2,774,951
Senior Notes		2		4,743,442		5,296,325		2,883,009		2,989,307
Euro Notes		2		51,951		54,574		258,780		265,655
Noncontrolling interests subject to put provisions		3		523,260		523,260		410,491		410,491

(1)

As of February 28, 2012, the loan to Renal Advantage Partners LLC and Liberty Dialysis, Inc. has been retired.

(2)

This amount includes the non-current portion of a loan from a Fresenius SE subsidiary of $56,174 which is due on May 23, 2014 (see Note 3c "Related Party Transaction").

        The carrying amounts in the table are included in the consolidated balance sheet under the indicated captions or in the case of long-term debt, in the captions shown in Note 10.

        The significant methods and assumptions used in estimating the fair values of non-derivative financial instruments are as follows:

        Cash and cash equivalents are stated at nominal value which equals the fair value.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        Short-term financial instruments such as accounts receivable, accounts payable and short-term borrowings are valued at their carrying amounts, which are reasonable estimates of the fair value due to the relatively short period to maturity of these instruments.

        The valuation of long-term notes receivable was determined using significant unobservable inputs. They were valued using a constructed index based upon similar instruments with comparable credit ratings, terms, tenor, interest rates and that are within the Company's industry. The Company tracked the prices of the constructed index from the note issuance date to the reporting date to determine fair value.

        The fair values of major long-term financial liabilities are calculated on the basis of market information. Instruments for which market quotes are available are measured using these quotes. The fair values of the other long-term financial liabilities are calculated at the present value of the respective future cash flows. To determine these present values, the prevailing interest rates and credit spreads for the Company as of the balance sheet date are used.

        The valuation of noncontrolling interests subject to put provisions is determined using significant unobservable inputs. See Note 12 for a discussion of the Company's methodology for estimating the fair value of these noncontrolling interests subject to put obligations.

        Currently, there is no indication that a decrease in the value of the Company's financing receivables is probable. Therefore, the allowances on credit losses of financing receivables are immaterial.

Derivative Financial Instruments

        The Company is exposed to market risk from changes in foreign exchange rates and interest rates. In order to manage the risk of currency exchange rate and interest rate fluctuations, the Company enters into various hedging transactions by means of derivative instruments with highly rated financial institutions as authorized by the Company's General Partner. On a quarterly basis, the Company performs an assessment of its counterparty credit risk. The Company currently considers this risk to be low. The Company's policy, which has been consistently followed, is that financial derivatives be used only for the purpose of hedging foreign currency and interest rate exposure.

        In certain instances, the Company enters into derivative contracts that do not qualify for hedge accounting but are utilized for economic purposes ("economic hedges"). The Company does not use financial instruments for trading purposes.

        The Company established guidelines for risk assessment procedures and controls for the use of financial instruments. They include a clear segregation of duties with regard to execution on one side and administration, accounting and controlling on the other.

Foreign Exchange Risk Management

        The Company conducts business on a global basis in various currencies, though a majority of its operations are in Germany and the United States. For financial reporting purposes, the Company has chosen the U.S. dollar as its reporting currency. Therefore, changes in the rate of exchange between the U.S. dollar and the local currencies in which the financial statements of the Company's international operations are maintained affect its results of operations and financial position as reported in its consolidated financial statements.

        The Company's exposure to market risk for changes in foreign exchange rates relates to transactions such as sales and purchases. The Company has significant amounts of sales of products invoiced in euro from its European manufacturing facilities to its other international operations and, to a lesser extent, sales of products invoiced in other non-functional currencies. This exposes the subsidiaries to fluctuations in the rate of exchange between the euro and the currency in which their local operations are conducted. For the purpose of hedging existing and foreseeable foreign exchange transaction exposures the Company enters

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

into foreign exchange forward contracts and, on a small scale, foreign exchange options. As of December 31, 2012 the Company had no foreign exchange options.

        Changes in the fair value of the effective portion of foreign exchange forward contracts designated and qualifying as cash flow hedges of forecasted product purchases and sales are reported in accumulated other comprehensive income (loss) ("AOCI"). Additionally, in connection with intercompany loans in foreign currency, the Company uses foreign exchange swaps thus assuring that no foreign exchange risks arise from those loans, which, if they qualify for cash flow hedge accounting, are also reported in AOCI. These amounts recorded in AOCI are subsequently reclassified into earnings as a component of cost of revenues for those contracts that hedge product purchases or as an adjustment of interest income/expense for those contracts that hedge loans, in the same period in which the hedged transaction affects earnings. The notional amounts of foreign exchange contracts in place that are designated and qualify as cash flow hedges totaled $611,488 and $1,278,764 at December 31, 2012 and December 31, 2011, respectively.

        The Company also enters into derivative contracts for forecasted product purchases and sales and for intercompany loans in foreign currency that do not qualify for hedge accounting but are utilized for economic hedges as defined above. In these cases, the change in value of the economic hedge is recorded in the income statement and usually offsets the change in value recorded in the income statement for the underlying asset or liability. The notional amounts of economic hedges that do not qualify for hedge accounting totaled $1,574,667 and $2,149,440 at December 31, 2012 and December 31, 2011, respectively.

Interest Rate Risk Management

        The Company enters into derivatives, particularly interest rate swaps and to a certain extent, interest rate options, to protect against the risk of rising interest rates. These interest rate derivatives are designated as cash flow hedges and have been entered into in order to effectively convert payments based on variable interest rates into payments at a fixed interest rate. The euro-denominated interest rate swaps expire in 2016 and have an interest rate of 1.73%. Interest payable and receivable under the swap agreements is accrued and recorded as an adjustment to interest expense.

        As of December 31, 2012 and December 31, 2011, the notional amount of the euro-denominated interest rate swaps in place was €100,000 and €200,000 ($131,940 and $258,780 as of December 31, 2012 and December 31, 2011, respectively). As of December 31, 2012 the Company had no U.S. dollar-denominated interest rate swaps and at December 31, 2011 the notional amount was $2,650,000.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

Derivative Financial Instruments Valuation

        The following table shows the carrying amounts of the Company's derivatives at December 31, 2012 and December 31, 2011.

	December 31, 2012					December 31, 2011
	Assets(2)		Liabilities(2)			Assets(2)		Liabilities(2)
Derivatives in cash flow hedging relationships(1)
Current
Foreign exchange contracts		7,839		(7,510	)		4,117		(24,908	)
Interest rate contracts		—		—			—		(130,579	)
Non-current
Foreign exchange contracts		942		(187	)		742		(3,706	)
Interest rate contracts		—		(6,221	)		—		(1,076	)
Total	$	8,781	$	(13,918	)	$	4,859	$	(160,269	)
Derivatives not designated as hedging instruments(1)
Current
Foreign exchange contracts		23,396		(19,068	)		56,760		(37,242	)
Non-current
Foreign exchange contracts		132		(292	)		1,382		(1,459	)
Total	$	23,528	$	(19,360	)	$	58,142	$	(38,701	)

(1)

As of December 31, 2012 and December 31, 2011, the valuation of the Company's derivatives was determined using Significant Other Observable Inputs (Level 2) in accordance with the fair value hierarchy levels established in U.S. GAAP.

(2)

Derivative instruments are marked to market each reporting period resulting in carrying amounts being equal to fair values at the reporting date.

        The carrying amounts for the current portion of derivatives indicated as assets in the table above are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets while the current portion of those indicated as liabilities are included in Accrued expenses and other current liabilities. The non-current portions indicated as assets or liabilities are included in the Consolidated Balance Sheets in Other assets or Other liabilities, respectively.

        The significant methods and assumptions used in estimating the fair values of derivative financial instruments are as follows:

        The fair value of interest rate swaps is calculated by discounting the future cash flows on the basis of the market interest rates applicable for the remaining term of the contract as of the balance sheet date. To determine the fair value of foreign exchange forward contracts, the contracted forward rate is compared to the current forward rate for the remaining term of the contract as of the balance sheet date. The result is then discounted on the basis of the market interest rates prevailing at the balance sheet date for the applicable currency.

        The Company includes its own credit risk for financial instruments deemed liabilities and counterparty-credit risks for financial instruments deemed assets when measuring the fair value of derivative financial instruments.

F-53

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

The Effect of Derivatives on the Consolidated Financial Statements

	Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) for the year ended December 31,
								Amount of (Gain) or Loss Reclassified from AOCI in Income (Effective Portion) for the year ended December 31,
							Location of (Gain) or Loss Reclassified from AOCI in Income (Effective Portion)
Derivatives in Cash Flow Hedging Relationships	2012			2011				2012			2011
Interest rate contracts	$	(16,762	)	$	(80,678	)	Interest income/expense	$	23,779		$	5,946
Foreign exchange contracts		21,834			(23,452	)	Costs of Revenue		(5,414	)		(4,262	)
Foreign exchange contracts							Interest income/expense		582			—
	$	5,072		$	(104,130	)		$	18,947		$	1,684

		Amount of (Gain) or Loss Recognized in Income on Derivatives for the year ended December 31,
	Location of (Gain) or Loss Recognized in Income on Derivatives
Derivatives not Designated as Hedging Instruments		2012			2011
Foreign exchange contracts	Selling, general and administrative expense	$	(8,804	)	$	(76,496	)
Foreign exchange contracts	Interest income/expense		8,033			6,598
		$	(771	)	$	(69,898	)

        For foreign exchange derivatives, the Company expects to recognize $2,971 of losses deferred in accumulated other comprehensive income at December 31, 2012, in earnings during the next twelve months.

        The Company expects to incur additional interest expense of $20,640 over the next twelve months which is currently deferred in accumulated other comprehensive income. This amount reflects the projected amortization of the settlement amount of the terminated swaps and the current fair value of the additional interest payments resulting from the remaining interest rate swap maturing in 2016 at December 31, 2012.

        As of December 31, 2012, the Company had foreign exchange derivatives with maturities of up to 35 months and interest rate swaps with maturities of up to 46 months.

F-54

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

21.   Other Comprehensive Income (Loss)

        The changes in the components of other comprehensive income (loss) for the years ended December 31, 2012, 2011, and 2010 are as follows:

	Pretax			Tax effect			Net, before non- controlling interests			Non- controlling interests			Other comprehensive income (loss), net of tax
Year ended December 31, 2010
Other comprehensive income (loss) relating to cash flow hedges:
Changes in fair value of cash flow hedges during the period	$	(15,662	)	$	2,241		$	(13,421	)	$	—		$	(13,421	)
Reclassification adjustments		7,553			(1,928	)		5,625			—			5,625
Total other comprehensive income (loss) relating to cash flow hedges		(8,109	)		313			(7,796	)		—			(7,796	)
Foreign-currency translation adjustment		(113,379	)		—			(113,379	)		2,491			(110,888	)
Defined benefit pension plans:
Actuarial (loss) gain on defined benefit pension plans		(40,967	)		14,601			(26,366	)		—			(26,366	)
Reclassification adjustments		5,313			(2,093	)		3,220			—			3,220
Total other comprehensive income (loss) relating to defined benefit pension plans		(35,654	)		12,508			(23,146	)		—			(23,146	)
Other comprehensive income (loss)	$	(157,142	)	$	12,821		$	(144,321	)	$	2,491		$	(141,830	)
Year ended December 31, 2011
Other comprehensive income (loss) relating to cash flow hedges:
Changes in fair value of cash flow hedges during the period	$	(104,130	)	$	41,825		$	(62,305	)	$	—		$	(62,305	)
Reclassification adjustments		1,684			(796	)		888			—			888
Total other comprehensive income (loss) relating to cash flow hedges		(102,446	)		41,029			(61,417	)		—			(61,417	)
Foreign-currency translation adjustment		(179,987	)		—			(179,987	)		(1,247	)		(181,234	)
Defined benefit pension plans:
Actuarial (loss) gain on defined benefit pension plans		(90,643	)		34,930			(55,713	)		—			(55,713	)
Reclassification adjustments		8,737			(3,342	)		5,395			—			5,395
Total other comprehensive income (loss) relating to defined benefit pension plans		(81,906	)		31,588			(50,318	)		—			(50,318	)
Other comprehensive income (loss)	$	(364,339	)	$	72,617		$	(291,722	)	$	(1,247	)	$	(292,969	)
Year ended December 31, 2012
Other comprehensive income (loss) relating to cash flow hedges:
Changes in fair value of cash flow hedges during the period	$	5,072		$	(21,171	)	$	(16,099	)	$	—		$	(16,099	)
Reclassification adjustments		18,947			(4,968	)		13,979			—			13,979
Total other comprehensive income (loss) relating to cash flow hedges		24,019			(26,139	)		(2,120	)		—			(2,120	)
Foreign-currency translation adjustment		63,982			—			63,982			(179	)		63,803
Defined benefit pension plans:
Actuarial (loss) gain on defined benefit pension plans		(121,512	)		42,159			(79,353	)		—			(79,353	)
Reclassification adjustments		18,334			(7,189	)		11,145			—			11,145
Total other comprehensive income (loss) relating to defined benefit pension plans		(103,178	)		34,970			(68,208	)		—			(68,208	)
Other comprehensive income (loss)	$	(15,177	)	$	8,831		$	(6,346	)	$	(179	)	$	(6,525	)

F-55

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        Changes in accumulated other comprehensive income (loss) by component for the years ended December 31, 2012, 2011, and 2010 are as follows:

	Gains and (losses) on cash flow hedges			Pension obligations			Foreign- currency translation adjustment			Total, before non- controlling interests			Non- controlling interests			Total
Balance January 1, 2010	$	(67,008	)	$	(37,751	)	$	55,035		$	(49,724	)	$	1,804		$	(47,920	)
Other comprehensive income before reclassifications		(13,421	)		(26,366	)		(113,379	)		(153,166	)		2,491			(150,675	)
Amounts reclassified from accumulated other comprehensive income		5,625			3,220			—			8,845			—			8,845
Net current-period other comprehensive income		(7,796	)		(23,146	)		(113,379	)		(144,321	)		2,491			(141,830	)
Balance December 31, 2010	$	(74,804	)	$	(60,897	)	$	(58,344	)	$	(194,045	)	$	4,295		$	(189,750	)
Other comprehensive income before reclassifications		(62,305	)		(55,713	)		(179,987	)		(298,005	)		(1,247	)		(299,252	)
Amounts reclassified from accumulated other comprehensive income		888			5,395			—			6,283			—			6,283
Net current-period other comprehensive income		(61,417	)		(50,318	)		(179,987	)		(291,722	)		(1,247	)		(292,969	)
Balance December 31, 2011	$	(136,221	)	$	(111,215	)	$	(238,331	)	$	(485,767	)	$	3,048		$	(482,719	)
Other comprehensive income before reclassifications		(16,099	)		(79,353	)		63,982			(31,470	)		(179	)		(31,649	)
Amounts reclassified from accumulated other comprehensive income		13,979			11,145			—			25,124			—			25,124
Net current-period other comprehensive income		(2,120	)		(68,208	)		63,982			(6,346	)		(179	)		(6,525	)
Balance December 31, 2012	$	(138,341	)	$	(179,423	)	$	(174,349	)	$	(492,113	)	$	2,869		$	(489,244	)

F-56

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        Reclassifications out of accumulated other comprehensive income for the years ended December 31, 2012, 2011, and 2010 are as follows:

	2012			2011			2010
Details about Accumulated Other Comprehensive Income Components	Amount of (Gain) or Loss Reclassified from Accumulated Other Comprehensive Income									Affected Line Item in the Statement Where Net Income is Presented
(Gains) and losses on cash flow hedges
Interest rate contracts	$	23,779		$	5,946		$	—		Interest income/expense
foreign exchange contracts		(5,414	)		(4,262	)		7,553		Costs of Revenue
foreign exchange contracts		582			—			—		Interest income/expense
		18,947			1,684			7,553		Total before tax
		(4,968	)		(796	)		(1,928	)	Tax expense or benefit
	$	13,979		$	888		$	5,625		Net of tax
Amortization of defined benefit pension items
Actuarial (gains)/losses	$	18,334		$	8,737		$	5,313		(a)
		18,334			8,737			5,313		Total before tax
		(7,189	)		(3,342	)		(2,093	)	Tax expense or benefit
	$	11,145		$	5,395		$	3,220		Net of tax
Total reclassifications for the period	$	25,124		$	6,283		$	8,845		Net of tax

(a)

These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see pension footnote for additional details).

22.   Supplementary Cash Flow Information

        The following additional information is provided with respect to the consolidated statements of cash flows:

	2012			2011			2010
Supplementary cash flow information:
Cash paid for interest	$	349,415		$	259,835		$	264,525
Cash paid for income taxes(1)	$	552,711		$	455,805		$	520,766
Cash inflow for income taxes from stock option exercises	$	21,008		$	13,010		$	13,313
Supplemental disclosures of cash flow information:
Details for acquisitions:
Assets acquired	$	(2,519,189	)	$	(1,684,630	)	$	(668,198	)
Liabilities assumed		241,342			215,253			102,698
Noncontrolling interest subject to put provisions		123,210			26,684			—
Noncontrolling interest		104,947			20,983			36,141
Obligations assumed in connection with acquisition		6,624			20,016			31,666
Cash paid		(2,043,066	)		(1,401,694	)		(497,693	)
Less cash acquired		173,278			47,461			16,318
Net cash paid for acquisitions	$	(1,869,788	)	$	(1,354,233	)	$	(481,375	)

(1)

Net of tax refund.

F-57

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

23.   Segment Information

        The Company has identified three operating segments, the North America Segment, the International operating segment, and the Asia Pacific operating segment, which were determined based upon how the Company manages its businesses. All segments are primarily engaged in providing dialysis care services and the distribution of products and equipment for the treatment of ESRD. The Company has aggregated the International and Asia Pacific operating segments as the "International Segment". The segments are aggregated due to their similar economic characteristics. These characteristics include same services provided and same products sold, the same type patient population, similar methods of distribution of products and services and similar economic environments. The General Partner's management board member responsible for the profitability and cash flow of each segment's various businesses supervises the management of each operating segment. The accounting policies of the segments are the same as those the Company applies in preparing the consolidated financial statements under accounting principles generally accepted in the U.S. ("U.S. GAAP").

        Management evaluates each segment using a measure that reflects all of the segment's controllable revenues and expenses. With respect to the performance of business operations, management believes that the most appropriate measure in this regard is operating income which measures the Company's source of earnings. The Company does not include the investment gain resulting from the Liberty Acquisition nor income taxes as it believes these items to be outside the segments' control. Financing is a corporate function, which the Company's segments do not control. Therefore, the Company does not include interest expense relating to financing as a segment measurement. Similarly, the Company does not allocate "corporate costs," which relate primarily to certain headquarters overhead charges, including accounting and finance, professional services, etc., because the Company believes that these costs are also not within the control of the individual segments. As of January 1, 2011, production of products, production asset management, quality management and procurement are centrally managed in Corporate by Global Manufacturing Operations. These corporate activities do not fulfill the definition of a segment. Products are transferred to the segments at cost; therefore no internal profit is generated. The associated internal revenues for the product transfers and their elimination are recorded as corporate activities. Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations. In addition, certain revenues, investments and intangible assets, as well as any related expenses, are not allocated to a segment but are accounted for as "Corporate".

F-58

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        Information pertaining to the Company's segments for the twelve-month periods ended December 31, 2012, 2011 and 2010 is set forth below.

	North America			International			Segment Total			Corporate			Total
2012
Net revenue external customers	$	9,031,108		$	4,740,132		$	13,771,240		$	29,042		$	13,800,282
Inter-segment revenue		10,072			—			10,072			(10,072	)		—
Revenue		9,041,180			4,740,132			13,781,312			18,970			13,800,282
Depreciation and amortization		(310,216	)		(175,504	)		(485,720	)		(117,176	)		(602,896	)
Operating Income		1,615,348			809,269			2,424,617			(206,044	)		2,218,573
Income (loss) from equity method investees		23,408			919			24,327			(6,885	)		17,442
Segment assets(1)		14,170,453			5,892,477			20,062,930			2,263,068			22,325,998
thereof investments in equity method investees		266,521			378,626			645,147			(7,774	)		637,373
Capital expenditures, acquisitions and investments(2)		2,147,522			230,888			2,378,410			175,808			2,554,218
2011
Net revenue external customers	$	7,925,472		$	4,627,950		$	12,553,422		$	17,093		$	12,570,515
Inter-segment revenue		9,196			—			9,196			(9,196	)		—
Revenue		7,934,668			4,627,950			12,562,618			7,897			12,570,515
Depreciation and amortization		(269,055	)		(173,600	)		(442,655	)		(114,628	)		(557,283	)
Operating Income		1,435,450			807,437			2,242,887			(167,995	)		2,074,892
Income (loss) from equity method investees		32,387			69			32,456			(1,497	)		30,959
Segment assets(3)		11,761,777			5,589,421			17,351,198			2,181,652			19,532,850
thereof investments in equity method investees		322,990			370,447			693,437			(1,412	)		692,025
Capital expenditures, acquisitions and investments(4)		1,055,183			1,161,825			2,217,008			166,176			2,383,184
2010
Net revenue external customers	$	7,920,441		$	3,923,301		$	11,843,742		$	452		$	11,844,194
Inter-segment revenue		5,419			—			5,419			(5,419	)		—
Revenue		7,925,860			3,923,301			11,849,161			(4,967	)		11,844,194
Depreciation and amortization		(254,205	)		(148,852	)		(403,057	)		(100,167	)		(503,224	)
Operating Income		1,385,651			677,630			2,063,281			(139,476	)		1,923,805
Income (loss) from equity method investees		8,753			196			8,949			—			8,949
Segment assets		11,720,495			4,787,479			16,507,974			586,687			17,094,661
thereof investments in equity method investees		243,452			6,921			250,373			—			250,373
Capital expenditures, acquisitions and investments(5)		448,327			559,774			1,008,101			279,866			1,287,967

(1)

If production were still managed within the segments, as it was in 2010, segment assets would have been $15,261,647 in North America, $6,631,674 in International and $432,677 in Corporate in 2012.

(2)

North America and International acquisitions exclude $484,699 and $6,624, respectively, of non-cash acquisitions and investments for 2012.

(3)

If production were still managed within the segments, as it was in 2010, segment assets would have been $12,805,094 in North America, $6,212,698 in International and $515,058 in Corporate in 2011.

(4)

North America and International acquisitions exclude $6,000 and $225,034, respectively, of non-cash acquisitions and investments for 2011.

(5)

North America, International and Corporate acquisitions exclude $122,847, $32,935 and $2,125, respectively, of non-cash acquisitions and investments for 2010.

F-59

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

        For the geographic presentation, revenues are attributed to specific countries based on the end user's location for products and the country in which the service is provided. Information with respect to the Company's geographic operations is set forth in the table below:

	Germany		North America		Rest of the World		Total
2012
Net revenue	$	424,885	$	9,031,108	$	4,344,289	$	13,800,282
Long-lived assets		490,493		12,421,822		3,151,401		16,063,716
2011
Net revenue	$	425,507	$	7,925,472	$	4,219,536	$	12,570,515
Long-lived assets		417,805		10,318,964		3,010,780		13,747,549
2010
Net revenue	$	374,883	$	7,920,441	$	3,548,870	$	11,844,194
Long-lived assets		471,537		9,236,166		2,139,877		11,847,580

F-60

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

24.   Supplemental Condensed Combining Information

        FMC Finance III, a former wholly-owned subsidiary of the Company, issued 6⁷/8% Senior Notes due 2017 in July 2007. On June 20, 2011, Fresenius Medical Care US Finance, Inc. ("US Finance") acquired substantially all of the assets of FMC Finance III and assumed its obligations, including the 6⁷/8% Senior Notes and the related indenture. The 6⁷/8% Senior Notes are fully and unconditionally guaranteed, jointly and severally on a senior basis, by the Company and by the Guarantor Subsidiaries. The 6⁷/8% Senior Notes and related guarantees were issued in an exchange offer registered under the Securities Act of 1933. The financial statements in this report present the financial condition of the Company, on a consolidated basis as of December 31, 2012 and December 31, 2011 and its results of operations and cash flows for the year periods ended December 31, 2012, 2011 and 2010. The following combining financial information for the Company is as of December 31, 2012 and December 31, 2011 and for the year periods ended December 31, 2012, 2011 and 2010, segregated between FMC US Finance as issuer, the Company, D-GmbH and FMCH as guarantors, and the Company's other businesses (the "Non-Guarantor Subsidiaries"). For purposes of the condensed combining information, the Company and the guarantors carry their investments under the equity method. Other (income) expense includes income (loss) related to investments in consolidated subsidiaries recorded under the equity method for purposes of the condensed combining information. In addition, other (income) expense includes income and losses from profit and loss transfer agreements as well as dividends received.

	For the year ended December 31, 2012
	Issuer			Guarantors
	FMC US Finance			FMC - AG & Co. KGaA			D-GmbH		FMCH			Non-Guarantor Subsidiaries			Combining Adjustment			Combined Total
Net revenue	$	—		$	—		$	1,884,622	$	—		$	14,806,815		$	(2,891,155	)	$	13,800,282
Cost of revenue		—			—			1,197,337		—			10,876,513			(2,874,821	)		9,199,029
Gross profit		—			—			687,285		—			3,930,302			(16,334	)		4,601,253
Operating expenses (income):
Selling, general and administrative(1)		—			59,222			203,284		(51,963	)		2,030,970			29,536			2,271,049
Research and development		—			—			69,025		—			42,442			164			111,631
Operating (loss) income		—			(59,222	)		414,976		51,963			1,856,890			(46,034	)		2,218,573
Other (income) expense:
Investment gain		—			—			—		—			(139,600	)		—			(139,600	)
Interest, net		(6,839	)		216,914			2,682		156,794			71,797			(15,288	)		426,060
Other, net		—			(1,531,505	)		261,505		(921,180	)		—			2,191,180			—
Income (loss) before income taxes		6,839			1,255,369			150,789		816,349			1,924,693			(2,221,926	)		1,932,113
Income tax expense (benefit)		2,482			68,560			119,255		(41,356	)		698,353			(242,158	)		605,136
Net Income (loss)		4,357			1,186,809			31,534		857,705			1,226,340			(1,979,768	)		1,326,977
Net Income attributable to noncontrolling interests		—			—			—		—			140,168			—			140,168
Net income (loss) attributable to shareholders of FMC-AG & Co. KGaA	$	4,357		$	1,186,809		$	31,534	$	857,705		$	1,086,172		$	(1,979,768	)	$	1,186,809

(1)

Selling, general and administrative is presented net of Gain on Sale of dialysis clinics, net of income from equity method investees and net of other operating expenses.

F-61

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

	For the year ended December 31, 2011
	Issuer			Guarantors
	FMC US Finance			FMC - AG & Co. KGaA			D-GmbH		FMCH			Non-Guarantor Subsidiaries		Combining Adjustment			Combined Total
Net revenue	$	—		$	—		$	1,931,016	$	—		$	13,498,566	$	(2,859,067	)	$	12,570,515
Cost of revenue		—			—			1,210,733		—			10,020,572		(2,812,831	)		8,418,474
Gross profit		—			—			720,283		—			3,477,994		(46,236	)		4,152,041
Operating expenses (income):
Selling, general and administrative(1)		1			158,222			208,022		67,587			1,611,194		(78,711	)		1,966,315
Research and development		—			—			68,876		—			41,958		—			110,834
Operating (loss) income		(1	)		(158,222	)		443,385		(67,587	)		1,824,842		32,475			2,074,892
Other (income) expense:
Interest, net		(5,351	)		90,148			6,867		82,205			140,567		(17,903	)		296,533
Other, net		—			(1,379,577	)		297,281		(691,312	)		—		1,773,608			—
Income (loss) before income taxes		5,350			1,131,207			139,237		541,520			1,684,275		(1,723,230	)		1,778,359
Income tax expense (benefit)		2,016			60,053			124,322		(59,093	)		685,166		(211,367	)		601,097
Net Income (loss)		3,334			1,071,154			14,915		600,613			999,109		(1,511,863	)		1,177,262
Net Income attributable to noncontrolling interests		—			—			—		—			—		106,108			106,108
Net income (loss) attributable to shareholders of FMC-AG & Co. KGaA	$	3,334		$	1,071,154		$	14,915	$	600,613		$	999,109	$	(1,617,971	)	$	1,071,154

(1)

Selling, general and administrative is presented net of Gain on Sale of dialysis clinics and net of income from equity method investees.

	For the year ended December 31, 2010
	Issuer			Guarantors
	FMC Finance III			FMC - AG & Co. KGaA			D-GmbH		FMCH			Non-Guarantor Subsidiaries		Combining Adjustment			Combined Total
Net revenue	$	—		$	—		$	1,587,720	$	—		$	12,535,585	$	(2,279,111	)	$	11,844,194
Cost of revenue		—			—			1,022,617		—			9,249,332		(2,262,817	)		8,009,132
Gross profit		—			—			565,103		—			3,286,253		(16,294	)		3,835,062
Operating expenses (income):
Selling, general and administrative(1)		31			113,176			158,538		20,158			1,533,582		(10,760	)		1,814,725
Research and development		—			—			62,435		—			34,097		—			96,532
Operating (loss) income		(31	)		(113,176	)		344,130		(20,158	)		1,718,574		(5,534	)		1,923,805
Other (income) expense:
Interest, net		(719	)		39,113			2,388		56,047			191,638		(8,403	)		280,064
Other, net		—			(1,200,299	)		210,649		(664,020	)		—		1,653,670			—
Income (loss) before income taxes		688			1,048,010			131,093		587,815			1,526,936		(1,650,801	)		1,643,741
Income tax expense (benefit)		196			69,493			99,957		(30,025	)		635,054		(196,330	)		578,345
Net Income (loss)		492			978,517			31,136		617,840			891,882		(1,454,471	)		1,065,396
Net Income attributable to noncontrolling interests		—			—			—		—			—		86,879			86,879
Net income (loss) attributable to shareholders of FMC-AG & Co. KGaA	$	492		$	978,517		$	31,136	$	617,840		$	891,882	$	(1,541,350	)	$	978,517

(1)

Selling, general and administrative is presented net of income from equity method investees.

F-62

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

	For the year ended December 31, 2012
	Issuer		Guarantors
	FMC US Finance		FMC - AG & Co. KGaA			D-GmbH			FMCH			Non-Guarantor Subsidiaries			Combining Adjustment			Combined Total
Net Income	$	4,357	$	1,186,809		$	31,534		$	857,705		$	1,226,340		$	(1,979,768	)	$	1,326,977
Gain (loss) related to cash flow hedges		—		(4,465	)		(9	)		11,725			16,768			—			24,019
Actuarial gain (loss) on defined benefit pension plans		—		(2,091	)		(46,830	)		(49,796	)		(4,461	)		—			(103,178	)
Gain (loss) related to foreign currency translation		—		(84,026	)		18,540			—			132,627			(3,338	)		63,803
Income tax (expense) benefit related to components of other comprehensive income		—		3,615			13,447			15,019			(23,250	)		—			8,831
Other comprehensive income (loss), net of tax		—		(86,967	)		(14,852	)		(23,052	)		121,684			(3,338	)		(6,525	)
Total comprehensive income	$	4,357	$	1,099,842		$	16,682		$	834,653		$	1,348,024		$	(1,983,106	)	$	1,320,452
Comprehensive income attributable to noncontrolling interests		—		—			—			—			—			139,989			139,989
Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA	$	4,357	$	1,099,842		$	16,682		$	834,653		$	1,348,024		$	(2,123,095	)	$	1,180,463

	For the year ended December 31, 2011
	Issuer		Guarantors
	FMC US Finance		FMC - AG & Co. KGaA			D-GmbH			FMCH			Non-Guarantor Subsidiaries			Combining Adjustment			Combined Total
Net Income	$	3,334	$	1,071,154		$	14,915		$	600,613		$	999,109		$	(1,511,863	)	$	1,177,262
Gain (loss) related to cash flow hedges		—		(124,662	)		(269	)		49,857			(27,372	)		—			(102,446	)
Actuarial gain (loss) on defined benefit pension plans		—		(174	)		(6,457	)		(74,921	)		(354	)		—			(81,906	)
Gain (loss) related to foreign currency translation		—		(9,754	)		(7,047	)		—			(165,371	)		938			(181,234	)
Income tax (expense) benefit related to components of other comprehensive income		—		36,864			1,966			9,964			23,823			—			72,617
Other comprehensive income (loss), net of tax		—		(97,726	)		(11,807	)		(15,100	)		(169,274	)		938			(292,969	)
Total comprehensive income	$	3,334	$	973,428		$	3,108		$	585,513		$	829,835		$	(1,510,925	)	$	884,293
Comprehensive income attributable to noncontrolling interests		—		—			—			—			—			104,861			104,861
Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA	$	3,334	$	973,428		$	3,108		$	585,513		$	829,835		$	(1,615,786	)	$	779,432

F-63

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

	For the year ended December 31, 2010
	Issuer		Guarantors
	FMC Finance III		FMC - AG & Co. KGaA			D-GmbH			FMCH			Non-Guarantor Subsidiaries			Combining Adjustment			Combined Total
Net Income	$	492	$	978,517		$	31,136		$	617,840		$	891,882		$	(1,454,471	)	$	1,065,396
Gain (loss) related to cash flow hedges		—		(75,878	)		456			57,047			10,266			—			(8,109	)
Actuarial gain (loss) on defined benefit pension plans		—		(471	)		(12,846	)		(21,252	)		(1,085	)		—			(35,654	)
Gain (loss) related to foreign currency translation		—		1,862			(12,969	)		—			(98,351	)		(1,430	)		(110,888	)
Income tax (expense) benefit related to components of other comprehensive income		—		22,538			3,557			(14,093	)		819			—			12,821
Other comprehensive income (loss), net of tax		—		(51,949	)		(21,802	)		21,702			(88,351	)		(1,430	)		(141,830	)
Total comprehensive income	$	492	$	926,568		$	9,334		$	639,542		$	803,531		$	(1,455,901	)	$	923,566
Comprehensive income attributable to noncontrolling interests		—		—			—			—			—			89,370			89,370
Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA	$	492	$	926,568		$	9,334		$	639,542		$	803,531		$	(1,545,271	)	$	834,196

F-64

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

	At December 31, 2012
	Issuer		Guarantors
	FMC US Finance		FMC - AG & Co. KGaA		D-GmbH		FMCH		Non-Guarantor Subsidiaries		Combining Adjustment		Combined Total
Current assets:
Cash and cash equivalents	$	1	$	78	$	501	$	—	$	686,457	$	1,003	$	688,040
Trade accounts receivable, less allowance for doubtful accounts		—		—		170,627		—		2,848,797		—		3,019,424
Accounts receivable from related parties		1,269,471		2,257,445		1,449,317		3,562,953		4,398,630		(12,800,007)		137,809
Inventories		—		—		271,039		—		885,613		(119,843)		1,036,809
Prepaid expenses and other current assets		—		72,022		27,693		167		837,152		727		937,761
Deferred taxes		—		—		—		—		311,280		(3,667)		307,613
Total current assets		1,269,472		2,329,545		1,919,177		3,563,120		9,967,929		(12,921,787)		6,127,456
Property, plant and equipment, net		—		611		206,873		—		2,856,000		(122,881)		2,940,603
Intangible assets		—		584		67,874		—		641,714		(56)		710,116
Goodwill		—		—		54,848		—		11,367,041		—		11,421,889
Deferred taxes		—		51,111		10,123		—		131,452		(58,933)		133,753
Other assets(1)		—		12,675,998		650,255		11,766,104		(4,751,531)		(19,348,645)		992,181
Total assets	$	1,269,472	$	15,057,849	$	2,909,150	$	15,329,224	$	20,212,605	$	(32,452,302)	$	22,325,998
Current liabilities:
Accounts payable	$	—	$	1,935	$	41,114	$	—	$	579,245	$	—	$	622,294
Accounts payable to related parties		—		2,234,205		491,525		1,598,852		8,663,240		(12,864,472)		123,350
Accrued expenses and other current liabilities		29,771		27,530		102,728		3,157		1,611,997		12,288		1,787,471
Short-term borrowings and other financial liabilities		—		38		—		—		117,812		—		117,850
Short-term borrowings from related parties		—		—		—		—		3,973		—		3,973
Current portion of long-term debt and capital lease obligations		—		207,160		—		100,000		27,587		—		334,747
Income tax payable		—		130,636		—		—		19,367		—		150,003
Deferred taxes		—		1,622		8,126		—		61,774		(41,219)		30,303
Total current liabilities		29,771		2,603,126		643,493		1,702,009		11,084,995		(12,893,403)		3,169,991
Long term debt and capital lease obligations, less current portion		1,172,397		285,049		—		2,559,340		7,076,364		(3,251,236)		7,841,914
Long term borrowings from related parties		—		3,212,455		657,284		2,019,925		8,356		(5,898,020)		—
Other liabilities		—		6,696		12,679		110,637		130,634		33,923		294,569
Pension liabilities		—		7,753		202,219		—		213,389		—		423,361
Income tax payable		2,113		264		—		—		52,684		146,581		201,642
Deferred taxes		—		—		—		—		685,158		(21,157)		664,001
Total liabilities		1,204,281		6,115,343		1,515,675		6,391,911		19,251,580		(21,883,312)		12,595,478
Noncontrolling interests subject to put provisions		—		—		—		—		523,260		—		523,260
Total FMC-AG & Co. KGaA shareholders' equity		65,191		8,942,506		1,393,475		8,937,313		173,011		(10,568,990)		8,942,506
Noncontrolling interests not subject to put provisions		—		—		—		—		264,754		—		264,754
Total equity		65,191		8,942,506		1,393,475		8,937,313		437,765		(10,568,990)		9,207,260
Total liabilities and equity	$	1,269,472	$	15,057,849	$	2,909,150	$	15,329,224	$	20,212,605	$	(32,452,302)	$	22,325,998

(1)

Other Assets are presented net of investment in equity method investees.

F-65

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

	At December 31, 2011
	Issuer		Guarantors
	FMC US Finance		FMC - AG & Co. KGaA		D-GmbH		FMCH		Non-Guarantor Subsidiaries		Combining Adjustment		Combined Total
Current assets:
Cash and cash equivalents	$	1	$	2	$	144	$	—	$	457,145	$	—	$	457,292
Trade accounts receivable, less allowance for doubtful accounts		—		—		143,313		—		2,655,005		—		2,798,318
Accounts receivable from related parties		1,273,649		3,507,671		1,058,327		700,929		4,214,468		(10,644,036)		111,008
Inventories		—		—		224,601		—		857,521		(114,626)		967,496
Prepaid expenses and other current assets		—		195,428		16,973		50		834,932		(12,017)		1,035,366
Deferred taxes		—		32,466		—		—		266,164		26,909		325,539
Total current assets		1,273,650		3,735,567		1,443,358		700,979		9,285,235		(10,743,770)		5,695,019
Property, plant and equipment, net		—		356		175,798		—		2,560,913		(107,366)		2,629,701
Intangible assets		—		266		54,811		—		631,575		—		686,652
Goodwill		—		—		53,788		—		9,132,862		—		9,186,650
Deferred taxes		—		15,923		2,457		—		125,462		(55,683)		88,159
Other assets(1)		—		8,142,771		653,871		10,975,172		(6,082,225)		(12,442,920)		1,246,669
Total assets	$	1,273,650	$	11,894,883	$	2,384,083	$	11,676,151	$	15,653,822	$	(23,349,739)	$	19,532,850
Current liabilities:
Accounts payable	$	—	$	668	$	26,463	$	—	$	514,292	$	—	$	541,423
Accounts payable to related parties		3,700		1,547,946		1,057,625		1,557,976		6,697,551		(10,753,572)		111,226
Accrued expenses and other current liabilities		29,771		156,119		102,410		2,132		1,406,886		6,955		1,704,273
Short-term borrowings and other financial liabilities		—		94		—		—		98,707		—		98,801
Short-term borrowings from related parties		—		—		—		—		(25,820)		53,833		28,013
Current portion of long-term debt and capital lease obligations		—		295,825		—		1,142,224		151,727		—		1,589,776
Income tax payable		2,016		128,218		—		—		32,120		—		162,354
Deferred taxes		—		—		7,292		—		28,799		(9,346)		26,745
Total current liabilities		35,487		2,128,870		1,193,790		2,702,332		8,904,262		(10,702,130)		4,262,611
Long term debt and capital lease obligations, less current portion		1,177,329		507,898		—		438,366		6,963,852		(3,592,635)		5,494,810
Long term borrowings from related parties		—		1,348,717		203,156		408,942		9,877		(1,970,692)		—
Other liabilities		—		2,424		12,977		183,839		11,553		25,835		236,628
Pension liabilities		—		5,163		146,555		—		138,775		—		290,493
Income tax payable		—		259		—		—		50,309		138,432		189,000
Deferred taxes		—		—		—		—		608,444		(20,644)		587,800
Total liabilities		1,212,816		3,993,331		1,556,478		3,733,479		16,687,072		(16,121,834)		11,061,342
Noncontrolling interests subject to put provisions		—		—		—		—		410,491		—		410,491
Total FMC-AG & Co. KGaA shareholders' equity		60,834		7,901,552		827,605		7,942,672		(1,603,206)		(7,227,905)		7,901,552
Noncontrolling interests not subject to put provisions		—		—		—		—		159,465		—		159,465
Total equity		60,834		7,901,552		827,605		7,942,672		(1,443,741)		(7,227,905)		8,061,017
Total liabilities and equity	$	1,273,650	$	11,894,883	$	2,384,083	$	11,676,151	$	15,653,822	$	(23,349,739)	$	19,532,850

(1)

Other Assets are presented net of investment in equity method investees.

F-66

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

	For the year ended December 31, 2012
	Issuer			Guarantors
	FMC US Finance			FMC - AG & Co. KGaA			D-GmbH			FMCH			Non-Guarantor Subsidiaries			Combining Adjustment			Combined Total
Operating Activities:
Net income (loss)	$	4,357		$	1,186,809		$	31,534		$	857,705		$	1,226,340		$	(1,979,768	)	$	1,326,977
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity affiliate income		—			(1,002,965	)		—			(921,180	)		—			1,924,145			—
Depreciation and amortization		—			519			47,832			—			583,375			(28,830	)		602,896
Change in deferred taxes, net		—			1,994			4,113			—			67,036			(2,681	)		70,462
(Gain) loss on sale of fixed assets and investments		—			(40	)		(163	)		—			(29,321	)		—			(29,524	)
(Gain) loss on investments		—			1,247			—			—			—			(1,247	)		—
(Write Up) write-off loans from related parties		—			7,527			—			—			—			(7,527	)		—
Investment (gain)		—			—			—			—			(139,600	)		—			(139,600	)
Compensation expense related to stock options		—			26,476			—			—			—			—			26,476
Cash inflow (outflow) from hedging		—			1,322			—			—			(15,269	)		—			(13,947	)
Investments in equity method investees, net		—			36,453			—			—			(13,941	)		—			22,512
Changes in assets and liabilities, net of amounts from businesses acquired:
Trade accounts receivable, net		—			—			(23,848	)		—			(19,496	)		—			(43,344	)
Inventories		—			—			(40,910	)		—			(11,532	)		4,163			(48,279	)
Prepaid expenses and other current and non-current assets		—			148,172			(13,633	)		(38,496	)		16,007			(18,929	)		93,121
Accounts receivable from / payable to related parties		(3,724	)		1,653,955			(49,477	)		117,090			(1,788,646	)		55,007			(15,795	)
Accounts payable, accrued expenses and other current and non-current liabilities		—			(1,884	)		33,157			1,024			193,756			(467	)		225,586
Income tax payable		97			(137	)		—			(41,356	)		24,316			(21,398	)		(38,478	)
Net cash provided by (used in) operating activities		730			2,059,448			(11,395	)		(25,213	)		93,025			(77,532	)		2,039,063
Investing Activities:
Purchases of property, plant and equipment		—			(485	)		(78,272	)		—			(638,394	)		41,841			(675,310	)
Proceeds from sale of property, plant and equipment		—			40			407			—			9,220			—			9,667
Disbursement of loans to related parties		—			(1,551,372	)		—			289,879			—			1,261,493			—
Acquisitions and investments, net of cash acquired, and purchases of intangible assets		—			(1,618,662	)		(2,021	)		—			(1,876,310	)		1,618,085			(1,878,908	)
Proceeds from divestitures		—			44			—			—			263,306			(44	)		263,306
Net cash provided by (used in) investing activities		—			(3,170,435	)		(79,886	)		289,879			(2,242,178	)		2,921,375			(2,281,245	)
Financing Activities:
Short-term borrowings, net		—			(24,338	)		91,628			—			(80,241	)		—			(12,951	)
Long-term debt and capital lease obligations, net		(730	)		1,308,572			—			(264,666	)		1,380,034			(1,261,493	)		1,161,717
Increase (decrease) of accounts receivable securitization program		—			—			—			—			(372,500	)		—			(372,500	)
Proceeds from exercise of stock options		—			100,178			—			—			20,948			—			121,126
Dividends paid		—			(271,733	)		—			—			(241	)		241			(271,733	)
Capital increase (decrease)		—			—			—			—			1,581,588			(1,581,588	)		—
Distributions to noncontrolling interest		—			—			—			—			(195,023	)		—			(195,023	)
Contributions from noncontrolling interest		—			—			—			—			37,704			—			37,704
Net cash provided by (used in) financing activities		(730	)		1,112,679			91,628			(264,666	)		2,372,269			(2,842,840	)		468,340
Effect of exchange rate changes on cash and cash equivalents		—			(1,616	)		10			—			6,196			—			4,590
Cash and Cash Equivalents:
Net increase (decrease) in cash and cash equivalents		—			76			357			—			229,312			1,003			230,748
Cash and cash equivalents at beginning of period		1			2			144			—			457,145			—			457,292
Cash and cash equivalents at end of period	$	1		$	78		$	501		$	—		$	686,457		$	1,003		$	688,040

F-67

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

	For the year ended December 31, 2011
	Issuer			Guarantors
	FMC US Finance			FMC - AG & Co. KGaA			D-GmbH			FMCH			Non-Guarantor Subsidiaries			Combining Adjustment			Combined Total
Operating Activities:
Net income (loss)	$	3,334		$	1,071,154		$	14,915		$	600,613		$	999,109		$	(1,511,863	)	$	1,177,262
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity affiliate income		—			(872,048	)		—			(691,312	)		—			1,563,360			—
Depreciation and amortization		—			858			49,207			5,768			514,843			(13,393	)		557,283
Change in deferred taxes, net		—			12,593			2,724			—			138,871			(6,734	)		147,454
(Gain) loss on sale of fixed assets and investments		—			(10	)		(184	)		—			(8,791	)		—			(8,985	)
(Gain) loss on investments		—			31,502			186			—			—			(31,688	)		—
(Write Up) write-off loans from related parties		—			44,807			—			—			—			(44,807	)		—
Compensation expense related to stock options		—			29,071			—			—			—			—			29,071
Cash outflow from hedging		—			—			—			—			(58,113	)		—			(58,113	)
Investments in equity method investees, net		—			—			—			—			(30,959	)		—			(30,959	)
Changes in assets and liabilities, net of amounts from businesses acquired:
Trade accounts receivable, net		—			—			(13,401	)		—			(239,393	)		—			(252,794	)
Inventories		—			—			(47,022	)		—			(135,071	)		30,203			(151,890	)
Prepaid expenses and other current and non-current assets		—			(133,691	)		(3,048	)		86,497			(68,843	)		(46	)		(119,131	)
Accounts receivable from / payable to related parties		(12,372	)		(1,183,881	)		(51,617	)		54,300			1,239,464			(62,058	)		(16,164	)
Accounts payable, accrued expenses and other current and non-current liabilities		13,775			(40,619	)		28,385			79			131,427			(641	)		132,406
Income tax payable		2,016			80,461			—			(59,093	)		(509	)		18,167			41,042
Net cash provided by (used in) operating activities		6,753			(959,803	)		(19,855	)		(3,148	)		2,482,035			(59,500	)		1,446,482
Investing Activities:
Purchases of property, plant and equipment		—			(221	)		(54,545	)		—			(569,645	)		26,556			(597,855	)
Proceeds from sale of property, plant and equipment		—			—			775			—			26,550			—			27,325
Disbursement of loans to related parties		—			1,571,874			200			(1,118,399	)		—			(453,675	)		—
Acquisitions and investments, net of cash acquired, and purchases of intangible assets		—			(148,331	)		(4,554	)		—			(2,529,849	)		897,405			(1,785,329	)
Proceeds from divestitures		—			—			418			—			9,990			(418	)		9,990
Net cash provided by (used in) investing activities		—			1,423,322			(57,706	)		(1,118,399	)		(3,062,954	)		469,868			(2,345,869	)
Financing Activities:
Short-term borrowings, net		—			26,284			77,481			(298	)		(142,444	)		—			(38,977	)
Long-term debt and capital lease obligations, net		(64,252	)		(221,594	)		—			433,455			1,147,586			453,675			1,748,870
Redemption of trust preferred securities		—			—			—			—			(653,760	)		—			(653,760	)
Increase (decrease) of accounts receivable securitization program		—			—			—			—			24,500			—			24,500
Proceeds from exercise of stock options		—			81,883			—			—			13,010			—			94,893
Dividends paid		—			(280,649	)		—			—			22			(22	)		(280,649	)
Capital increase (decrease)		57,500			—			—			688,390			151,097			(896,987	)		—
Distributions to noncontrolling interest		—			—			—			—			(129,542	)		—			(129,542	)
Contributions from noncontrolling interest		—			—			—			—			27,824			—			27,824
Net cash provided by (used in) financing activities		(6,752	)		(394,076	)		77,481			1,121,547			438,293			(443,334	)		793,159
Effect of exchange rate changes on cash and cash equivalents		—			(216,618	)		(1	)		—			257,247			22			40,650
Cash and Cash Equivalents:
Net increase (decrease) in cash and cash equivalents		1			(147,175	)		(81	)		—			114,621			(32,944	)		(65,578	)
Cash and cash equivalents at beginning of period		—			147,177			225			—			342,524			32,944			522,870
Cash and cash equivalents at end of period	$	1		$	2		$	144		$	—		$	457,145		$	—		$	457,292

F-68

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share data)

	For the year ended December 31, 2010
	Issuer			Guarantors
	FMC Finance III			FMC - AG & Co. KGaA			D-GmbH			FMCH			Non-Guarantor Subsidiaries			Combining Adjustment			Combined Total
Operating Activities:
Net income (loss)	$	492		$	978,517		$	31,136		$	617,840		$	891,882		$	(1,454,471	)	$	1,065,396
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity affiliate income		—			(683,735	)		—			(664,020	)		—			1,347,755			—
Depreciation and amortization		—			1,452			47,161			888			476,647			(22,924	)		503,224
Change in deferred taxes, net		—			(9,645	)		(2,636	)		—			30,710			(3,742	)		14,687
(Gain) loss on sale of fixed assets and investments		—			(18	)		155			—			(6,653	)		—			(6,516	)
(Gain) loss on investments		—			883			28			—			225			(1,136	)		—
Compensation expense related to stock options		—			27,981			—			—			—			—			27,981
Investments in equity method investees, net		—			—			—			—			(8,949	)		—			(8,949	)
Changes in assets and liabilities, net of amounts from businesses acquired:
Trade accounts receivable, net		—			—			(11,037	)		—			(289,237	)		—			(300,274	)
Inventories		—			—			6,063			—			7,082			5,181			18,326
Prepaid expenses and other current and non-current assets		—			(355	)		804			10,725			(61,913	)		(617	)		(51,356	)
Accounts receivable from / payable to related parties		30			76,758			105,072			34,394			(314,497	)		89,204			(9,039	)
Accounts payable, accrued expenses and other current and non-current liabilities		(6	)		31,784			22,268			1,263			64,804			4,166			124,279
Income tax payable		(6	)		24,179			—			(30,025	)		(21,201	)		17,419			(9,634	)
Net cash provided by (used in) investing activities		510			447,801			199,014			(28,935	)		768,900			(19,165	)		1,368,125
Investing Activities:
Purchases of property, plant and equipment		—			(340	)		(31,749	)		—			(522,514	)		30,974			(523,629	)
Proceeds from sale of property, plant and equipment		—			30			1,099			—			14,979			—			16,108
Disbursement of loans to related parties		—			227,151			180			314,665			(327,045	)		(214,951	)		—
Acquisitions and investments, net of cash acquired, and purchases of intangible assets		—			(273,710	)		(19,881	)		—			(614,049	)		143,302			(764,338	)
Proceeds from divestitures		—			132,823			—			—			14,245			(233	)		146,835
Net cash provided by (used in) investing activities		—			85,954			(50,351	)		314,665			(1,434,384	)		(40,908	)		(1,125,024	)
Financing Activities:
Short-term borrowings, net		—			—			(148,617	)		—			171,078			—			22,461
Long-term debt and capital lease obligations, net		—			(146,443	)		—			(285,730	)		91,627			214,951			(125,595	)
Increase (decrease) of accounts receivable securitization program		—			—			—			—			296,000			—			296,000
Proceeds from exercise of stock options		—			96,204			—			—			13,314			—			109,518
Dividends paid		(495	)		(231,967	)		—			—			(6,193	)		6,688			(231,967	)
Capital increase (decrease)		—			—			—			—			143,069			(143,069	)		—
Distributions to noncontrolling interest		—			—			—			—			(111,550	)		—			(111,550	)
Contributions from noncontrolling interest		—			—			—			—			26,416			—			26,416
Net cash provided by (used in) financing activities		(495	)		(282,206	)		(148,617	)		(285,730	)		623,761			78,570			(14,717	)
Effect of exchange rate changes on cash and cash equivalents		—			(104,396	)		(15	)		—			97,624			48			(6,739	)
Cash and Cash Equivalents:
Net increase (decrease) in cash and cash equivalents		15			147,153			31			—			55,901			18,545			221,645
Cash and cash equivalents at beginning of period		108			24			194			—			286,500			14,399			301,225
Cash and cash equivalents at end of period	$	123		$	147,177		$	225		$	—		$	342,401		$	32,944		$	522,870

F-69

FRESENIUS MEDICAL CARE AG & Co. KGaA

Schedule II – Valuation and Qualifying Accounts
(in thousands, except share data)

Development of allowance for doubtful accounts

	2012			2011			2010
Allowance for doubtful accounts as of January 1	$	299,751		$	277,139		$	266,449
Change in valuation allowances as recorded in the consolidated statements of income		303,508			241,598			218,496
Write-offs and recoveries of amounts previously written-off		(273,643	)		(214,612	)		(205,666	)
Foreign currency translation		(723	)		(4,374	)		(2,140	)
Allowance for doubtful accounts as of December 31	$	328,893		$	299,751		$	277,139

S-II

EX-12.1

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EXHIBIT 12.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Rice Powell, certify that:

1.

I have reviewed this annual report on Form 20-F of Fresenius Medical Care AG & Co. KGaA (the "Report");

2.

Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.

Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this Report;

4.

The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d)

Disclosed in this Report any change in the company's internal control over financial reporting that occurred during the period covered by the annual Report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.

The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: February 26, 2013

By: /s/ RICE POWELL
Rice Powell
Chief Executive Officer and
Chairman of the Management Board of
Fresenius Medical Care Management AG,
General Partner of
Fresenius Medical Care AG & Co. KGaA

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EXHIBIT 12.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-12.2

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EXHIBIT 12.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Brosnan, certify that:

1.

I have reviewed this annual report on Form 20-F of Fresenius Medical Care AG & Co. KGaA (the "Report");

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.

The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.

The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: February 26, 2013

By: /s/ MICHAEL BROSNAN
Michael Brosnan
Chief Financial Officer and
Member of the Management Board of
Fresenius Medical Care Management AG,
General Partner of
Fresenius Medical Care AG & Co. KGaA

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EXHIBIT 12.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-13.1

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EXHIBIT 13.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Annual Report on Form 20-F of Fresenius Medical Care AG & Co. KGaA (the "Company") for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Rice Powell, Chief Executive Officer and Chairman of the Management Board of Fresenius Medical Care Management AG, the general partner of the Company, and Michael Brosnan, Chief Financial Officer and Member of the Management Board of Fresenius Medical Care Management AG, the general partner of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/ RICE POWELL
	Chief Executive Officer and Chairman of the Management Board of Fresenius Medical Care Management AG, General Partner of Fresenius Medical Care AG & Co. KGaA
	February 26, 2013
By:	/s/ MICHAEL BROSNAN
	Chief Financial Officer and Member of the Management Board of Fresenius Medical Care Management AG, General Partner of Fresenius Medical Care AG & Co. KGaA
	February 26, 2013

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EXHIBIT 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-14.1

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EXHIBIT 14.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Supervisory Board
Fresenius Medical Care AG & Co. KGaA:

        We consent to the incorporation by reference in registration statements (No. 333-131840 and No. 333-141444) on Form S-8 of Fresenius Medical Care AG & Co. KGaA of our reports dated February 26, 2013, with respect to the consolidated balance sheets of Fresenius Medical Care AG & Co. KGaA and its subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, cash flows and shareholders' equity for each of the years in the three-year period ended December 31, 2012, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2012, which reports appear in the December 31, 2012 annual report on Form 20-F of Fresenius Medical Care AG & Co. KGaA.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Frankfurt am Main, Germany
February 26, 2013

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EXHIBIT 14.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-1.1

Exhibit 1.1

Articles of Association of Fresenius Medical Care AG & Co. KGaA

I.  General Terms

Art. 1 Name and Registered Office

(1)The Company is a partnership limited by shares (KGaA). The name of the Company is

Fresenius Medical Care AG & Co. KGaA

(2)The registered office of the Company is in Hof an der Saale.

Art. 2 Objects of the Business

(1)The objects of the Company are:

a)the development, production and distribution of as well as the trading in health care products, systems and procedures, including dialysis;

b)the projecting, planning, establishment, acquisition and operation of health care businesses, including dialysis centers, also in separate enterprises or through third parties as well as the participation in such dialysis centers;

c)the development, production and distribution of other pharmaceutical products and the provision of services in this field;

d)the provision of advice in the medical and pharmaceutical areas as well as scientific information and documentation;

e)the provision of laboratory services for dialysis and non-dialysis patients and homecare medical services.

The Company will operate itself or through subsidiaries at home and abroad.

(2)The Company shall be entitled to enter into any and all business transactions and take any and all measures which seem to be necessary or useful to achieve the objects of the Company and may, in particular, participate in other enterprises of the same or similar kind, take over the management and/or the representation of such enterprises, transfer company divisions, including essential company divisions, to enterprises in which the Company holds an interest and establish branches at home and abroad.

Art. 3 Notifications and Publications

(1)All notifications of the Company shall be made in the electronic Federal Gazette (Elektronischer Bundesanzeiger).

(2)English short versions of the invitations to general meetings which must provide for the place, date and time and the items on the agenda of the general meeting and the prerequisites of participation in the meetings as well as English short versions of the other notifications shall also be published in The Wall Street Journal and in The New York Times. The newspapers mentioned above are not journals used by the Company for notifications in the sense of Article 3 paragraph (1); such publications shall not be a pre-condition for a valid notification of the Company. With the consent of the supervisory board the general partner may determine deviations from this provision.

II.Capital and Shares

Art. 4 Capital

(1)The capital of the Company amounts to EUR 302,236,169.00 (in words: three hundred two million two hundred thirty six thousand one hundred sixty nine Euro) and is divided into 298,279,001 (in words: two hundred ninety eight million two hundred seventy nine thousand one) bearer ordinary shares and

2

3,957,168 (in words: three million nine hundred fifty seven thousand one hundred sixty eight) non-voting bearer preference shares.

In case of issuance of non-voting bearer preference shares, particulars thereof are set forth in Article 19.

No consent of the preferred shareholders shall be required for the issuance of non-voting bearer preference shares which, for the distribution of the profits or the corporate assets, will be equal to or be preferred to the non-voting bearer preference shares existing from time to time, if and to the extent that the subscription rights of the preference shareholders are not excluded.

(2)The capital stock in the amount of DM 100,000.00 (in words: one hundred thousand Deutsche Mark) available at the transformation of the Company into a Stock Corporation was raised through change of the legal form of the legal entity of previous legal form, Fresenius Medical Care GmbH with registered office in Hof an der Saale.

The capital stock in the amount of EUR 250,271,178.24 (in words: two hundred and fifty million two hundred and seventy one thousand one hundred seventy eight Euro and twenty four Cent) available at the transformation of the Company into a partnership limited by shares (KGaA) was raised through change of the legal form of the legal entity of previous legal form, Fresenius Medical Care AG with registered office in Hof an der Saale.

(3)The General Partner is authorized up to 10 May 2015 to increase the share capital of the Company with the approval of the Supervisory Board once or several times by up to a total of EUR 35,000,000.00 (in words: thirty-five million Euros) for cash by the issue of new bearer ordinary shares (Authorized Capital 2010/I). The number of shares must be increased in the same proportion as the share capital. The shareholders have, in principle, a pre-emption right. The new shares can also be taken up by credit institutions nominated by the general partner with the obligation to offer them to the shareholders of the Company (indirect pre-emption right). The general partner is, however, authorized with the approval of the supervisory board to exclude the pre-emption right of the shareholders in order to exclude fractions from the pre-emption right. The general partner is also authorized with the approval of the supervisory board to determine the other details for the implementation of capital

3

increases from the Authorized Capital 2010/I. The supervisory board is authorized to amend the wording of the Articles of Association accordingly after complete or partial implementation of the increase of the share capital from the Authorized Capital 2010/I or after the expiry of the period of authorization.

(4)The general partner is authorized up to 10 May 2015 to increase the share capital of the Company with the approval of the supervisory board once or several times by up to a total of EUR 25,000,000.00 (in words: twenty-five million Euros) for cash or contributions in kind by the issue of new bearer ordinary shares (Authorized Capital 2010/II). The number of shares must be increased in the same proportion as the share capital. The shareholders have, in principle, a pre-emption right. The new shares can also be taken up by credit institutions nominated by the general partner with the obligation to offer them to the shareholders of the Company (indirect pre-emption right). The general partner is, however, authorized with the approval of the supervisory board to exclude the pre-emption right of the shareholders

·in the case of one or more capital increases for contributions in kind for the purpose of acquiring companies, parts of companies, interests in companies or other assets, or

·in the case of one or more capital increases for cash if the issue price for the shares does not significantly fall below the stock exchange price of the shares of the same class already listed and the proportionate amount of the share capital of the Company attributable to the shares issued with exclusion of pre-emption rights exceeds 10% of the share capital neither at the time of this authorization coming into effect nor at the time of the use of the authorization. To be set-off against this limitation is the proportionate amount of share capital attributable to new shares or shares of the Company previously acquired by the Company itself which are issued or sold during the period of validity of this authorization with exclusion of pre-emption rights in direct, analogous or corresponding application of Section 186 (3) sent. 4 German Stock Corporation Act and the proportionate amount of the share capital attributable to shares issued or to be issued to satisfy option or conversion rights or discharge option or conversion obligations from bonds, if the bonds are issued during the period of validity of this authorization with exclusion of pre-emption

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rights in analogous application of Section 186 (3) sent. 4 German Stock Corporation Act.

The general partner is also authorized with the approval of the supervisory board to determine the further details for the implementation of capital increases from the Authorized Capital 2010/II. The supervisory board is authorized to amend the wording of the Articles of Association accordingly after complete or partial implementation of the increase of the share capital from the Authorized Capital 2010/II or after the expiry of the period of authorization.

(5)The capital of the Company is conditionally increased by up to EUR 5,147,811.00 (in words: five million one hundred forty seven thousand eight hundred eleven Euro) by the issue of up to 3,109,354 (in words: three million one hundred nine thousand three hundred fifty four) new non-voting bearer preference shares and by up to 2,038,457 (in words: two million thirty eight thousand four hundred fifty seven) new bearer ordinary shares. The conditional capital increase will be implemented only to the extent that, in accordance with the international employee participation program resolved on by the general meeting of 23.05.2001 convertible bonds relating to non-par value shares have been issued and the holders of convertible bonds exercise their right of conversion. The new non-voting bearer preference shares and the new bearer ordinary shares shall participate in profits from the beginning of the fiscal year in which they arise by the exercise of the right of conversion.

(6)The capital of the Company is conditionally increased by up to EUR 13,078,992.00 (in words: thirteen million seventy eight thousand nine hundred ninety two Euro) by the issue of up to 13,078,992 (in words: thirteen million seventy eight thousand nine hundred ninety two) new bearer ordinary shares. The conditional capital increase will be implemented only to the extent that options have been issued in accordance with the Stock Option Program 2006 under the resolutions of the general meeting of 9 May 2006 and 15 May 2007, the holders of options exercise their right and the Company for the satisfaction of the options does not grant any of its own shares, for the granting and processing of options of members of the management board of the general partner, its supervisory board is exclusively competent. The new bearer ordinary shares participate in profits from the beginning of the financial year in which they are issued.

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(7)The capital of the Company is conditionally increased by up to 12,000,000.00 EUR (in words: twelve million Euro) by the issuance of up to 12,000,000 (in words: twelve million) new non-par value bearer ordinary shares. The conditional capital increase will be implemented only to the extent that options have been issued in accordance with the Stock Option Program 2011 under the resolution of the general meeting of 12 May 2011, the holders of options exercise their right and the Company for the satisfaction of the options does not grant any of its own shares, for the granting and processing of options of members of the management board of the General Partner, its supervisory board is exclusively competent. The new non-par value bearer ordinary shares participate in profits from the beginning of the financial year in which they are issued.

(8)In case of a capital increase, the profit participation may be determined in derogation from Section 60 (2) German Stock Corporation Act (AktG).

Art. 5 Shares

(1)The shares will be non-par value bearer shares.

(2)The Company shall be entitled to issue share certificates made out to bearer each evidencing a plurality of shares (collective share certificates). There is no claim of the shareholders to share certificates with respect to their individual participation.

(3)The form of the share certificates and of the dividend coupons and renewal coupons shall be determined by the general partner with the consent of the supervisory board.

(4)The Company shall take the necessary measures to achieve that its shares will, preferably, be admitted for official quotation on the stock exchange in Frankfurt am Main and in suitable form — e.g. as American Depositary Shares — on the New York Stock Exchange and that such admissions will be maintained. With the consent of the supervisory board which must decide unanimously on such consent, the general partner may determine deviations from this provision.

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III.Constitution of the Company

A. General Partner

Art. 6 General Partner, Capital Contribution, Legal Relationships and
Resignation

(1)General partner of the Company is

Fresenius Medical Care Management AG

with registered office in Hof an der Saale.

(2)The general partner has not made a capital contribution. It shall neither participate in the profit or the loss of the Company nor in its assets.

(3)The general partner will cease to be general partner of the Company if and when all shares in the general partner are no longer held directly or indirectly by a person holding more than 25 per cent of the capital of the Company, directly or indirectly via a controlled enterprise in the sense of Section 17 (1) German Stock Corporation Act (AktG); this will not apply if and when all shares in the general partner are held directly or indirectly by the Company.

Additionally, the general partner will cease to be general partner of the Company, if the shares in the general partner are acquired by a person

·who does not acquire shares of the Company in the amount of more than 25 per cent of the capital of the Company or

·who had not, within three months after the effectiveness of such acquisition, submitted a voluntary or mandatory takeover offer to the shareholders of the Company according to the rules of the German Takeover Act (WpÜG); the fair consideration offered to the shareholders must also reflect the consideration which the purchaser had paid for the share in the general partner, if the amount for such consideration is above the amount of its equity capital.

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The other grounds for withdrawal as provided for by law remain unaffected with respect to the general partner.

(4)If the general partner withdraws from the Company or if such withdrawal can be foreseen, the supervisory board is authorized and obliged to admit immediately, or at the time of the withdrawal of the general partner, as new general partner of the Company a corporation whose shares are fully owned by the Company. If the general partner withdraws from the Company while no new general partner is admitted simultaneously as aforesaid, the Company shall for the time being be continued by the limited shareholders of the Company alone. In such case, the supervisory board shall immediately apply for the appointment of a substitute representative who will represent the Company until the admission of a new general partner according to sentence 1 of this paragraph, in particular with respect to the acquisition or formation of such new general partner.

The supervisory board is authorized to adjust the version of the Articles of Association so as to reflect the change of the general partner.

(5)In the case of the continuing of the Company pursuant to Article 6 paragraph (4) of these Articles of Association or in the case that all shares in the general partner are held directly or indirectly by the Company an extraordinary general meeting or the next annual general meeting shall decide about the transformation of the Company into a stock corporation (Aktiengesellschaft). The resolution with respect to such transformation can be taken with a simple majority of the votes cast. The general partner is obliged to consent to such transformation decided by the general meeting.

Art. 7 Management and Representation of the Company, Reimbursement of
Expenses and Remuneration

(1)The Company shall be represented by its general partner. Vis-à-vis the general partner the Company shall be represented by the supervisory board.

(2)The general partner shall be responsible for management of the Company. The general partner’s management authority also encompasses exceptional management measures. The right of the shareholders to consent to exceptional management measures at the general meeting is excluded.

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(3)The general partner shall be reimbursed for any and all expenses in connection with management of the Company’s business, which includes remuneration of the members of its executive bodies. The general partner shall invoice its expenses monthly; it is entitled to claim payment in advance.

(4)As consideration for assuming the management of the Company and the liability, the general partner shall receive a non-profit-and-loss-based annual remuneration of 4 per cent of its equity capital.

(5)The general partner is not authorized to undertake transactions for its own or for another’s account outside the scope of its responsibilities within the Company.

B. Supervisory Board

Art. 8 Election and Term of Office of the Supervisory Board

(1)The supervisory board consists of six (6) members.

All six (6) members shall be elected by the general meeting according to the provisions of the German Stock Corporation Act (AktG). The resolution can only be taken with a majority of a minimum of 75 per cent of the votes cast.

(2)Unless expressly otherwise resolved by the general meeting, the supervisory board members shall be appointed to hold office until the end of the ordinary general meeting which resolves on the discharge for the fourth fiscal year after commencement of the term of office. The year in which the term of office commences shall not be considered for this calculation. Re-election of supervisory board members shall be permissible.

(3)If a member elected by the general meeting withdraws from the supervisory board before expiration of his term of office, a new member is to be elected in the next general meeting to replace the withdrawing member. The newly elected member shall hold office for the remaining term of office of the withdrawing member.

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(4)The general meeting may, for the supervisory board members to be elected by it, appoint substitute members who will become members of the supervisory board on the basis of a specific order to be determined upon election if and when supervisory board members withdraw before expiration of their term of office. Their position as substitute members shall revive if and when the general meeting elects a new member instead of the withdrawing supervisory board member replaced by such substitute member. The term of office of the substitute member shall end upon completion of the general meeting in which an election according to Article 8 paragraph (3) is made.

(5)Each member of the supervisory board may resign from office by giving one month’s written notice even without good cause.

Art. 9 Constitution of the Supervisory Board

(1)Following the general meeting in which the supervisory board has been newly elected, the supervisory board shall hold a meeting without special notice of meeting and, where necessary, shall elect in such meeting from among its members a chairman and a deputy chairman for the whole term of office of the elected persons as supervisory board members.

(2)If the chairman or his deputy resigns his office before expiration of his term of office, the supervisory board shall immediately hold a new election to replace the resigning chairman/deputy.

Art. 10 Meetings and Resolutions of the Supervisory Board

(1)The meetings of the supervisory board shall be called by the chairman by notice subject to a notice period of fourteen (14) days. The meetings may be called in writing, by fax or by other electronic means of communication. The items on the agenda must be stated in the invitation to the meeting. Notwithstanding sentence 2, in urgent cases, this period may be shortened and the meeting may be called by telegram, telex or telephone.

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(2)The meetings of the supervisory board shall in the regular case be by personal attendance. It is, however, admissible that meetings of the supervisory board be held by way of a video conference or that individual supervisory board members participate by way of video link, provided that in these cases the passing of resolutions also takes place by way of a video conference or video link. Outside of meetings, resolutions in writing, telegraph, telex, fax, telephone or electronic communication (e-mail etc.) are admissible, if this is ordered by the chairman of the supervisory board, or in the event of his being unable to act, by his deputy.

(3)The supervisory board shall constitute a quorum if half the members making up the entire board take part in the adoption of the resolution.

(4)If members of the supervisory board are prevented from attending the meeting, they may have another member of the supervisory board submit their written votes. Such delivery of the written vote shall be deemed to be participation in the adoption of the resolution.

(5)Resolutions of the supervisory board shall require the majority of the votes cast unless otherwise provided by law or the Articles of Association. In case of a tie, a new vote shall be taken on the same issue at the request of the chairman of the supervisory board or of another member of the supervisory board. In the event that such new vote leads again to a tie, the chairman of the supervisory board shall have two (2) votes (to the legally permissible extent, this shall apply also to committees of the supervisory board of which he is a member). Article 10 paragraph (4) shall be applicable to the casting of the second vote. The deputy chairman of the supervisory board shall not be entitled to such second vote.

(6)Minutes of the meetings of the supervisory board shall be prepared in the English language. The minutes shall be signed by the chairman of the meeting. Any minutes to be prepared outside of the meeting by personal attendance (Präsenzsitzung), as outlined in Article 10 paragraph (2) with respect to resolutions shall be signed by the chairman of the supervisory board. On demand of a member of the supervisory board a German translation of the minutes shall be prepared.

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Art. 11 Rights and Duties of the Supervisory Board

(1)      The supervisory board shall have the rights and duties defined by mandatory legal provisions and these Articles of Association.

(2)The supervisory board shall, at any time, have the right to supervise the entire management of the general partner and to inspect and audit all books and records, including the minutes of the meetings of the management board of the general partner, as well as the assets of the Company. This right to inspect and audit can also be claimed by any individual supervisory board member. The supervisory board member must direct his request to the chairman of the supervisory board who shall pass the request on to the chairman of the management board of the general partner or, in the case that a chairman does not exist, to the management board of the general partner.

(3)The general partner shall regularly report to the supervisory board. In addition, the supervisory board may request the submission of a report if and when there is reasonable cause therefore including where such cause relates to a business event at an affiliated company which has become known to the general partner and which may substantially influence the situation of the Company. Article 11 paragraph (2), sentences 2 and 3 apply mutatis mutandis with the proviso that a report only to the supervisory board can be demanded.

(4)If the Company holds a participation in its general partner, all rights of the Company under and with respect to such participation (e.g. voting rights, information rights etc.) will be exercised by the supervisory board.

(5)The supervisory board shall be entitled, without resolution of the general meeting, to make any amendments to the Articles of Association which concern only the wording.

Art. 12 Rules of Procedure of the Supervisory Board, Audit and
Corporate Governance Committee

(1)The supervisory board shall, within the statutory provisions and the Articles of Association, provide itself with rules of procedure which shall, in particular,

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also take account of the interests of the non-German speaking supervisory board members.

(2)The supervisory board has an audit and corporate governance committee. The audit and corporate governance committee has at least three members and consists of independent members only. Independent members are persons who, apart from their membership of the supervisory board of the general partner or of Fresenius AG, have no significant business, professional or personal relations with the Company or any of its affiliates. The audit and corporate governance committee reviews the report of the general partner on relations to affiliates without affecting the competence of the supervisory board. The report of the supervisory board is to contain a report on the activity of the audit and corporate governance committee and its proposals. The rules of procedures of the audit and corporate governance committee shall provide more detailed provisions.

Art. 13 Remuneration of Supervisory Board Members

(1)The members of the supervisory board shall be reimbursed for the expenses incurred in the exercise of their office, including any value-added tax.

(2)Each member of the supervisory board shall receive a fixed fee of USD 80,000.00 per annum for each full fiscal year, payable in four equal installments at the end of each calendar quarter.

(3)The chairman of the supervisory board shall receive additional remuneration in the amount of USD 80,000.00 and his deputy additional remuneration in the amount of USD 40,000.00.

(4)For each full fiscal year, each member of the supervisory board shall also receive a variable performance-related remuneration which is based upon the respective average growth of earnings per share of the Company (EPS) during the period of the last three (3) fiscal years prior to the payment date. The amount of this variable remuneration component is determined by the following formula:

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3-year average EPS growth	Amount of variable remuneration
(as %)	(in USD)
8.00 — 8.99	60,000.00
9.00 — 9.99	70,000.00
> 10.00	80,000.00

If the aforementioned three percentage margins are reached, the respective variable remuneration amounts are earned to their full extent, i.e. within these margins there is no pro rata remuneration (e.g. 8.00% = USD 60,000.00; 8.99% = 60,000.00).

In any case, the variable remuneration component pursuant to this Article 13 (4) is capped at the maximum amount of USD 80,000.00 per annum. Reciprocally, the members of the supervisory board are only entitled to the variable remuneration component if the 3 year average EPS growth of at least 8.00% is reached.

The variable remuneration component according to this Article 13 (4) is in principle disbursed on a yearly basis, namely following approval of the Company’s annual financial statements at the end of the calendar quarter in which the Company’s annual financial statements are approved; for the first time, the payment may take place after the approval of the annual financial statements for fiscal year 2011, i.e. based on the 3 year average EPS growth for fiscal years 2009, 2010, 2011.

(5)In the event that the general meeting, taking into consideration the respective relevant annual results, resolves a higher remuneration (fixed fee, variable remuneration) by a three fourths majority of the votes cast, such higher remuneration shall be payable.

(6)As a member of a committee, a supervisory board member shall receive an additional amount of USD 40,000.00 per year. As chairman of a committee, a member of the committee shall in addition receive USD 20,000.00 per year and as deputy chairman an additional USD 10,000.00 respectively, payable in each case in four equal installments at the end of each calendar quarter. For memberships in the Nomination Committee and in the Joint Committee (Articles 13a et

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seqq.) as well as in the capacity of their respective chairmen and deputy chairmen, no separate remuneration shall be granted. Section 13e (3) shall remain unaffected.

(7)If a fiscal year is not a complete calendar year, the remuneration relating to a full fiscal year shall be paid on a pro rata temporis basis.

(8)To the extent that a member of the supervisory board is at the same time a member of the supervisory board of the General Partner Fresenius Medical Care Management AG and receives remuneration for his services as a member of the supervisory board of Fresenius Medical Care Management AG, the remuneration according to Article 13 (2) and (4) will be reduced to half of it respectively. The same shall apply in relation to additional remuneration of the chairman and his deputy according to Article 13 (3) if such person is, at the same time, the chairman or deputy chairman, respectively, of the supervisory board of Fresenius Medical Care Management AG. If the deputy chairman of the supervisory board of the Company is at the same time chairman of the supervisory board of Fresenius Medical Care Management AG he shall not receive additional remuneration according to Article 13 (3) for his services as deputy chairman of the Supervisory Board of the Company.

(9)To the extent that a member of a committee is at the same time a member of a supervisory board committee of Fresenius Medical Care Management AG and receives remuneration for his services as a member of such supervisory board committee, this remuneration will be set off against the respective amount of remuneration received pursuant to Article 13 (6), if the committees in both companies have the same functions and competences; apart from that, no further setoff or adjustment shall take place.

(10)The Company shall pay the remuneration of the supervisory board members subject to statutory deductions.

(11)The Company shall provide the members of the supervisory board with an insurance protection regarding the fulfillment of their duties as such members of the supervisory board which is subject to an appropriate deductible.

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C. Joint Committee

Art. 13a Joint Committee

The Company has a joint committee consisting of two members of the supervisory board of the general partner delegated by the general partner and two members of the supervisory board of the Company (Joint Committee). The general partner shall appoint one of its delegates to be chairman of the Joint Committee.

Art. 13b Appointment and Period of Office of Members of the Joint Committee

(1)Section 103 (2) German Stock Corporation Act (AktG) shall apply to the members of the joint committee to be delegated by the general partner.

(2)The members of the supervisory board of the Company on the joint committee will be appointed by resolution of the general meeting. For the appointment and removal of members of the supervisory board of the Company in the joint committee, the provisions on the election and removal of members of the supervisory board in Sections 103 (1) and (5), 124 (3) sent. 1, 127, 137, 285 (1) sent. 2 No. 1 German Stock Corporation Act (AktG) apply accordingly. If a member of the supervisory board of the Company on the joint committee leaves the joint committee prior to the expiry of his period of office and no replacement member is appointed, the supervisory board of the Company shall appoint a replacement member from among its members, the period of office of whom will end at the ending of the next ordinary general meeting of the Company.

(3)For the members of the joint committee Section 103 (3) sent. 1 and 4 German Stock Corporation Act (AktG) apply accordingly. The joint committee shall decide on resolutions with a simple majority.

(4)The provisions in Art. 8 (2) to (5) shall apply to the election and periods of office of members of the joint committee unless otherwise provided in subsecs. (1) and (2).

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Art. 13c Rights and Duties of the Joint Committee

(1)The general partner requires the approval of the joint committee for the following matters:

a)transactions between the Company and companies controlled by it on the one hand and a company which controls the Company or a company which is controlled by the controlling company, without at the same time being controlled by the Company on the other side, if considerable importance is attributed to them and the consideration in the transaction in a single case or — in the case of long-term transactions — the annual expense exceeds 0.25% of the group turnover. The group turnover as shown in the group financial statements of the Company presented most recently to the general meeting according to Sections 278 (3), 176 (1) sent. 1 German Stock Corporation Act (AktG) is decisive.

b)The acquisition and sale of significant participations and parts of companies;

c)the spin-off of significant parts of the business from the assets of the Company or of a company in which it holds directly or indirectly all the shares;

d)part mergers which refer to a significant part of the business;

e)conclusion of inter-company agreements between a company significantly under the control of the Company and a third party;

f)conclusion of leases of operations with third parties insofar as the subject matter of the lease is a significant part of the business;

g)the stock market flotation of significant companies controlled by the Company;

h)the conclusion of profit-sharing agreements between a company significantly controlled by the Company and a third party.

(2)Matters referred to in (1) b) to h) are significant if 40% of the group turnover, the group balance sheet total and the group profit (annual surplus prior to interest and tax/EBIT) is affected by the matter. The significance shall be determined

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on the basis of the mathematical average of the said figures in the audited and unreservedly certified group accounts of the Company in the previous three financial years.

(3)The competences and rights of the general meeting under statute and the Articles of Association remain unaffected.

Art. 13d Meetings and Resolutions of the Joint Committee

(1)Meetings of the joint committee will be called by its chairman stating the matter which is to be the subject of a resolution.

(2)The chairman of the joint committee shall with the invitation, but at the latest the third day prior to the meeting of the joint committee, transmit a report of the general partner on the matters which are the subject matter of resolutions. The report shall conclude with a draft resolution of the general partner.

(3)Every member of the joint committee can demand information on all affairs of the Company which are the subject matter of resolutions, from the general partner. At the request of two members of the joint committee, the members of the joint committee are to be granted the facility to inspect the books and documents of the Company if and to the extent a reference to the subject matter of the resolution exists.

(4)The joint committee has a quorum if at least three members participate in the taking of the resolution. If a resolution is not passed because of the lack of a quorum, the chairman of the joint committee shall again call a meeting of the joint committee with notice of at least one week, which shall then have a quorum if at least two members participate in the taking of the resolution. The joint committee decides by a majority of the votes. Every member of the joint committee has one vote. In the case of a tie, a new vote on the same subject is to be taken on the application of the chairman or another member of the joint committee. In that vote, if there is also a tie, the chairman of the joint committee has two votes.

(5)Unless otherwise provided in (1) to (4), Art. 10 of the Articles of Association shall apply to the meetings and the resolutions of the joint committee.

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Art. 13e Rules of Procedure, Report, Remuneration

(1)The joint committee can, subject to mandatory legal provisions and the Articles of Association of the Company give itself rules of procedure which will, in particular, take account of the interests of the non-German speaking members of the joint committee.

(2)If the joint committee has met, it shall report to the general meeting on its activities. Section 171 (2) sent. 1 and 2 (first half sentence) German Stock Corporation Act (AktG) and Section 176 (1) sent. 1 German Stock Corporation Act (AktG) shall apply mutatis mutandis. If resolutions are passed by the exercise of the second vote of the chairman of the joint committee, this is to be disclosed in the report.

(3)The members of the joint committee shall receive USD 3,500.00 for a meeting. Article 13 (1), (10), and (11) of the Articles of Association shall be applied accordingly.

Art. 13f Duty of Care and Responsibility of the Members of the Joint Committee

Section 116 German Stock Corporation Act (AktG) applies to the members of the joint committee mutatis mutandis.

D. General Meeting

Art. 14 Calling of the General Meeting

(1)The general meeting is, unless a shorter period is not permitted by law, to be called at least thirty days prior to the day of the general meeting. This notice period shall be extended by the days of the period for registration (Article 15 (1)). The day of the general meeting and the day of calling it shall not be included in the calculation of the notice period.

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(2)No later than on the last day of the convocation period, also the English short version pursuant to Article 3 paragraph (2) shall be published, if necessary.

(3)The general meeting shall be held at the place where the registered office of the Company is located, or in a German city where a stock exchange is situated or at the place where the registered office of a domestic affiliated company is located.

Article 15 Attendance at the General Meeting and Exercise of the Voting Right

(1)Only those shareholders are entitled to attend the general meeting and to exercise the voting right who have registered and provided evidence of their entitlement. As evidence of entitlement, evidence of the shareholding by the depositary institution is required. The evidence must relate to the beginning of the 21st day (0:00 a.m. at the registered office of the Company) prior to the general meeting. The registration and the evidence of entitlement must be received by the Company in text form in the German or English language at least six days prior to the general meeting under the address specified in the invitation to the general meeting for that purpose. In the invitation, a shorter period measured in days can be provided. The day of the general meeting and the day of the receipt of the registration and the evidence shall not be included in the calculation of the period.

(2)The members of the management board of the general partner and of the supervisory board should personally attend the general meeting. If it is not possible for a member of the supervisory board to attend at the place of the general meeting, in particular, because he is abroad for cause, he may participate in the general meeting by way of picture and sound transmission.

(3)The voting right can be exercised by a proxy. To the extent no simplification is specified in the invitation to the General Meeting, the issue of the proxy, its revocation and the evidence of authorization to the Company require text form; Section 135 German Stock Corporation Act remains unaffected.

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Art. 16 Date of the Ordinary General Meeting

The general meeting which resolves on the adoption of the annual financial statement and on the discharge of the general partner and the supervisory board and on the disposition of the profits (ordinary general meeting) shall be held within the first eight (8) months of a fiscal year.

Art. 17 Chairmanship at the General Meeting and Voting

(1)The general meeting shall be chaired by the chairman of the supervisory board or, if he is prevented or at the request of the chairman of the supervisory board, by another supervisory board member to be designated by the chairman of the supervisory board. If and when no such designation has been made and the chairman of the supervisory board is prevented, another member to be designated by the supervisory board shall preside over the general meeting.

(2)The chairman shall chair the meeting and determine the order of items to be dealt with as well as the kind and form of the voting. The chairman is entitled to reasonably limit the speaking time of the shareholders and the time to ask questions from the beginning of the general meeting on, if such limitation is allowed by law.

(3)The majorities of the votes cast and of the capital stock represented for the adoption of the resolution which are required for the resolutions of the general meeting shall be governed by the statutory provisions, unless otherwise provided for in these Articles of Association. In case of a tie, a proposal shall be deemed denied.

(4)Each ordinary share shall grant one (1) vote at the general meeting. The preference shares have no voting rights, unless otherwise required by mandatory legal provisions; otherwise, sentence 1 of this paragraph shall apply mutatis mutandis.

(5)The chairman can decide that the entire general meeting or extracts therefrom be transmitted in sound and/or picture. Such transmission can even be in a form to which the public has unlimited access. The form of the transmission should be made known in the invitation.

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(6)To the extent that the resolutions of the general meeting are subject to the consent of the general partner, the general partner shall declare at the general meeting whether consent to the resolutions will be given or will be refused.

IV. Annual Financial Statement and Disposition of Profits

Art. 18 Fiscal Year, Rendering of Accounts

(1)The fiscal year shall be the calendar year.

(2)Within the first three (3) months of the fiscal year but no later than within the maximum period required by mandatory legal provisions, the general partner shall prepare the annual financial statement and the management report for the preceding fiscal year and submit the same to the supervisory board without delay. The general partner may allocate in the annual financial statement a part of the annual net profit up to the half of the annual net profit to other revenue reserves.

(3)The supervisory board shall commission the audit by the auditors of the financial statements. Before the audit report of the auditors is forwarded to the supervisory board, the general partner shall be given the opportunity to express its opinion.

(4)At the same time as the submission of the annual financial statement and the management report the general partner shall provide the supervisory board with the proposal on the appropriation of the net profits.

(5)The annual financial statement shall be approved by a resolution of the general meeting with the consent of the general partner.

(6)Article 18 paragraphs (2) and (3) shall apply correspondingly to group financial statements and to a report on the economic group position, as far as Section 170 (1) sent. 2 German Stock Corporation Act (AktG) is applicable to the Company as Parent Company.

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Art. 19 Disposition of Profits

(1)The general meeting shall resolve on the disposition of the balance sheet profits subject to the following paragraphs (2) to (4) of this Article.

(2)Out of the annual balance sheet profits, the non-voting bearer preference shares shall receive a dividend which exceeds that for the ordinary shares by an amount of EUR 0.02 per preference share, but at least a dividend in an amount of EUR 0.04 per preference share.

(3)The minimum dividend of EUR 0.04 per preference share shall take precedence over the distribution of a dividend on the ordinary shares.

(4)In the event that the balance sheet profits for one or more fiscal years are insufficient to distribute EUR 0.04 per preference share, the lacking sums shall be paid subsequently without interest out of the balance sheet profits for the following fiscal years, i.e. after distribution of the minimum dividend on the preference shares for these fiscal years and before distribution of a dividend on the ordinary shares. The right to subsequent payment shall be part of the profit share for the fiscal year from the balance sheet profits of which the subsequent payment on the preference shares is made.

V. Miscellaneous

Art. 20 Partial Invalidity

Should any of the provisions of these Articles of Association be or become ineffective in whole or in part, or should these Articles of Association have a regulatory gap, the validity of the remaining provisions hereof shall not be affected. The Parties shall replace any such ineffective provision by an adequate provision that, as far as legally possible, comes closest to the intent and purpose of these Articles of Association; The same shall apply in case of a regulatory gap.

23

Art. 21 Formation Expenses

(1)The formation expenses (Notary’s fees, court costs, costs of notification) amount up to DM 5,000.00 (in words: five thousand German Marks).

(2)Additionally, the Company has to bear the expenses for the transformation of Fresenius Medical Care AG into Fresenius Medical Care AG & Co. KGaA in an amount up to EUR 7,500,000.00 (in words: seven million five hundred thousand Euro).

24

EX-2.25

Exhibit 2.25

Published CUSIP Numbers:
Deal: 35803GAD1
USD Revolver: 35803GAE9
Multi-Currency Revolver:  35803GAF6
Term Loan A: 35803GAH2

CREDIT AGREEMENT

dated as of October 30, 2012

among

FRESENIUS MEDICAL CARE AG & CO. KGAA,
FRESENIUS MEDICAL CARE HOLDINGS, INC.
AND THE OTHER BORROWERS AND GUARANTORS IDENTIFIED HEREIN,

THE LENDERS PARTY HERETO,

BANK OF AMERICA, N.A.,
as Administrative Agent and L/C Issuer,

DEUTSCHE BANK AG NEW YORK BRANCH,
as Sole Syndication Agent,

COMMERZBANK AG, NEW YORK BRANCH
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
THE BANK OF NOVA SCOTIA,
SUNTRUST BANK,

UNICREDIT BANK AG, NEW YORK BRANCH

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
DEUTSCHE BANK SECURITIES INC.,
COMMERZBANK AG, NEW YORK BRANCH
J.P. MORGAN SECURITIES LLC
THE BANK OF NOVA SCOTIA,
SUNTRUST ROBINSON HUMPHREY, INC.,

UNICREDIT BANK AG, NEW YORK BRANCH

and

WELLS FARGO SECURITIES, LLC
as Mandated Lead Arrangers and Joint Book Running Managers

TABLE OF CONTENTS

Article and Section		Page
Article I DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms	1
1.02	Interpretive Provisions	39
1.03	Accounting Terms and Provisions	40
1.04	Rounding	41
1.05	Exchange Rates; Currency Equivalents	41
1.06	Additional Alternative Currencies	41
1.07	Change of Currency	42
1.08	Times of Day	42
1.09	Letter of Credit Amounts	43
Article II COMMITMENTS AND CREDIT EXTENSIONS		43
2.01	Commitments	43
2.02	Borrowings, Conversions and Continuations	48
2.03	Additional Provisions with respect to Letters of Credit	50
2.04	Additional Provisions with respect to Swingline Loans	58
2.05	Repayment of Loans	62
2.06	Prepayments	63
2.07	Termination or Reduction of Commitments	65
2.08	Interest	66
2.09	Fees	66
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	68
2.11	Payments Generally; Administrative Agent’s Clawback	69
2.12	Sharing of Payments By Lenders	70
2.13	Evidence of Debt	71
2.14	Designated Borrowers	71
2.15	Joint and Several Liability of the Borrowers	73
2.16	Cash Collateral	73
2.17	Defaulting Lenders	74
2.18	Additional Provisions Relating to Competitive Revolving Loans	76
Article III TAXES, YIELD PROTECTION AND ILLEGALITY		80
3.01	Taxes	80
3.02	Illegality	84
3.03	Inability to Determine Rates	85
3.04	Increased Cost; Capital Adequacy	85
3.05	Compensation for Losses	87
3.06	Mitigation Obligations; Replacement of Lenders	87
3.07	Survival Losses	88
Article IV GUARANTY		88
4.01	The Guaranty	88
4.02	Obligations Unconditional	89
4.03	Reinstatement	90
4.04	Certain Waivers	90
4.05	Remedies	90
4.06	Rights of Contribution	91

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4.07	Guaranty of Payment; Continuing Guaranty	91
Article V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		91
5.01	Conditions of Effectiveness	91
5.02	Conditions to all Credit Extensions	93
Article VI REPRESENTATIONS AND WARRANTIES		93
6.01	Existence, Qualification and Power; Compliance with Laws	93
6.02	Authorization; No Contravention	94
6.03	Governmental Authorization; Other Consents	94
6.04	Binding Effect	94
6.05	Financial Statements	94
6.06	No Material Adverse Effect	94
6.07	Litigation	94
6.08	No Default	95
6.09	Ownership of Property; Liens	95
6.10	Environmental Compliance	95
6.11	Insurance	95
6.12	Taxes	95
6.13	ERISA Compliance	95
6.14	Jurisdiction of Organization, Capital Stock and Ownership of Credit Parties	96
6.15	Margin Regulations; Investment Company Act	96
6.16	Disclosure	96
6.17	Compliance with Laws	97
6.18	Intellectual Property; Licenses, Etc.	97
6.19	Pledge Agreements	97
6.20	Reimbursement from Medical Reimbursement Programs	97
6.20	Anti-Corruption and Sactions Compliance	98
Article VII AFFIRMATIVE COVENANTS		98
7.01	Financial Statements	98
7.02	Certificates; Other Information	99
7.03	Notification	100
7.04	Payment of Obligations	101
7.05	Preservation of Existence, Etc.	101
7.06	Maintenance of Properties	101
7.07	Maintenance of Insurance	101
7.08	Compliance with Laws	102
7.09	Books and Records	102
7.10	Inspection Rights	102
7.11	Use of Proceeds	102
7.12	Guarantors	103
7.13	Pledge of Capital Stock	103
7.14	Ownership	104
Article VIII NEGATIVE COVENANTS		104
8.01	Indebtedness	104
8.02	Liens	105
8.03	Investments	107
8.04	Merger and Consolidation; Dissolution; Restriction on Certain Foreign Subsidiaries	109

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8.05	Dispositions	110
8.06	Restricted Payments	110
8.07	Change in Nature of Business	111
8.08	Transactions with Affiliates	111
8.09	Fiscal Year	111
8.10	Financial Covenants	111
Article IX EVENTS OF DEFAULT AND REMEDIES		111
9.01	Events of Default	111
9.02	Remedies Upon Event of Default	113
9.03	Application of Funds	114
Article X ADMINISTRATIVE AGENT AND COLLATERAL AGENT		115
10.01	Appointment and Authorization of Administrative Agent	115
10.02	Rights as a Lender	115
10.03	Exculpatory Provisions	116
10.04	Reliance by Administrative Agent	116
10.05	Delegation of Duties	117
10.06	Resignation of the Administrative Agent	117
10.07	Non-Reliance on Administrative Agent and Other Lenders	118
10.08	No Other Duties	119
10.09	Administrative Agent May File Proofs of Claim	119
10.10	Collateral and Guaranty Matters	119
10.11	Swap Contracts	120
Article XI MISCELLANEOUS		120
11.01	Amendments, Etc.	120
11.02	Notices; Effectiveness; Electronic Communication	124
11.03	No Waiver; Cumulative Remedies; Enforcement	126
11.04	Expenses; Indemnity; Damage Waiver	126
11.05	Payments Set Aside	128
11.06	Successors and Assigns	129
11.07	Treatment of Certain Information; Confidentiality	133
11.08	Right of Setoff	135
11.09	Interest Rate Limitation	135
11.10	Counterparts; Integration; Effectiveness	135
11.11	Survival of Representations and Warranties	136
11.12	Severability	136
11.13	Replacement of Lenders	136
11.14	Source of Funds	137
11.15	Governing Law; Jurisdiction; Etc.	138
11.16	Waiver of Jury Trial	139
11.17	No Advisory or Fiduciary Responsibility	139
11.18	USA PATRIOT Act Notice	140
11.19	Judgment Currency	140
11.20	Electronic Execution of Assignments and Certain Other Documents	141
11.21	Power of Attorney	141
11.22	Limitation of Liability for German Guarantors	141

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SCHEDULES

Schedule 1.01(a)	Mandatory Cost Formulae
Schedule 2.01	Lenders and Commitments
Schedule 2.03	Existing Multi-Currency Letters of Credit
Schedule 6.14	Credit Party Information
Schedule 8.06	Restricted Payments
Schedule 8.08	Transactions with Affiliates
Schedule 11.02	Notice Addresses

EXHIBITS

Exhibit 2.02	Form of Loan Notice
Exhibit 2.13-1	Form of USD Revolving Note
Exhibit 2.13-2	Form of USD Swingline Note
Exhibit 2.13-3	Form of Euro Revolving Note
Exhibit 2.13-4	Form of Multi-Currency Revolving Note
Exhibit 2.13-5	Form of Multi-Currency Swingline Note
Exhibit 2.13-6	Form of Tranche A Term Loan Note
Exhibit 2.14-1	Form of Designated Borrower Request and Assumption Agreement
Exhibit 2.14-2	Form of Designated Borrower Notice
Exhibit 2.18-1	Form of Competitive Revolving Loan Bid Request
Exhibit 2.18-2	Form of Competitive Bid
Exhibit 7.02	Form of Compliance Certificate
Exhibit 7.13	Form of Guarantor Joinder Agreement
Exhibit 11.06	Form of Assignment and Assumption

iv

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of October 30, 2012, among FRESENIUS MEDICAL CARE AG & Co. KGaA, a German partnership limited by shares, FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York corporation, and the other Borrowers identified herein, the Guarantors identified herein, the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The Borrowers have requested that the Lenders provide revolving credit facilities and term loan facilities, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of these premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01        Defined Terms.  As used in this Credit Agreement, the following terms have the meanings provided below:

“Absolute Rate” means a fixed rate of interest expressed in multiples of 1/100th of one basis point.

“Absolute Rate Loan” means a Competitive Revolving Loan that bears interest at a rate determined with reference to an Absolute Rate.

“Acquisition” means a purchase or acquisition by any Person (a) that after giving effect thereto first results in such Person owning more than 50% of the Capital Stock with ordinary voting power of another Person or (b) of all or any substantial portion of the property (other than Capital Stock) of another Person, whether or not involving a merger or consolidation with such Person.  “Acquire” shall have a correlative meaning.  For the avoidance of doubt, once a Person owns more than 50% of the Capital Stock with ordinary voting power of another Person, additional purchases or acquisitions of additional Capital Stock of such other Person will be considered Investments and not Acquisitions.

“Administrative Agent” means Bank of America in its capacity as administrative agent for the Lenders under any of the Credit Documents, or any successor administrative agent.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 (as may be updated from time to time) with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrowers and the Lenders.

“Administrative Questionnaire” means an administrative questionnaire for the Lenders in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such Person.  Notwithstanding the foregoing, in relation to The Royal Bank of Scotland plc, the term

“Affiliate” shall not include (i) the UK government or any member or instrumentality thereof, including Her Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty’s Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings.

“Aggregate Commitments” means the aggregate principal amount of the Commitments.

“Aggregate Euro Revolving Commitment” means the Euro Revolving Commitments of all the Lenders.

“Aggregate Euro Revolving Committed Amount” has the meaning provided in Section 2.01(b)(i).

“Aggregate Multi-Currency Revolving Commitment” means the Multi-Currency Revolving Commitments of all the Lenders.

“Aggregate Multi-Currency Revolving Committed Amount” has the meaning provided in Section 2.01(c)(i).

“Aggregate Revolving Commitment” means the Aggregate Euro Revolving Commitment, the Aggregate Multi-Currency Revolving Commitment and the Aggregate USD Revolving Commitment.

“Aggregate USD Revolving Commitment” means the USD Revolving Commitments of all the Lenders.

“Aggregate USD Revolving Committed Amount” has the meaning provided in Section 2.01(a)(i).

“Agreement Currency” has the meaning provided in Section 11.19.

“Alternative Currency” means

(i)            for Multi-Currency Revolving Loan Obligations, Euros, British Pounds Sterling, Swiss francs, Japanese yen and Canadian dollars, and each other currency (other than Dollars) that is approved in accordance with Section 1.06;

(ii)           for Competitive Revolving Loans, Euros, British Pounds Sterling, Swiss francs, Japanese yen, Canadian dollars and Mexican pesos, and any other currency (other than Dollars) that a Lender is willing to provide; and

(iii)          for other purposes hereunder, including “Cash Equivalents”, Euros, British Pounds Sterling, Swiss francs, Japanese yen, Canadian dollars and any other currency that is approved by the Required Lenders.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable foreign currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such foreign currency with Dollars.

“Applicable Currency” means Dollars or the applicable Alternative Currency.

2

“Applicable Percentage” means the following percentages per annum:

APPLICABLE PERCENTAGES FOR REVOLVING LOANS AND TRANCHE A TERM LOAN

Pricing Level	Consolidated Leverage Ratio	Fixed LIBOR Rate Loans and Letter of Credit Fee		Base Rate Loans		Commitment Fee
I	> 3.0:1.0	2.000	%	1.000	%	0.625	%
II	> 2.5:1.0 but < 3.0:1.0	1.750	%	0.750	%	0.500	%
III	< 2.5:1.0	1.500	%	0.500	%	0.500	%

Applicable Percentages for the Loan Obligations, the Letter of Credit Fee and the Commitment Fee will be based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b), except that Pricing Level I shall be in effect for a period of six months from the Closing Date.  Any increase or decrease in such Applicable Percentage resulting from a change in the Consolidated Leverage Ratio shall become effective on the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance therewith, then Pricing Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until the first Business Day immediately following delivery thereof.

The Applicable Percentages for any Incremental Loan Facility will be as provided in the Incremental Loan Facility Joinder Agreement relating thereto.

Determinations by the Administrative Agent of the appropriate Pricing Level shall be conclusive absent manifest error. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Percentage for any period shall be subject to the provisions of Section 2.10(b).

“Applicable Required Lenders” means the Required USD Revolving Lenders, Required Euro Revolving Lenders, Required Multi-Currency Revolving Lenders and/or the Required Tranche A Term Lenders, as applicable.

“Applicable Time” means, with respect to any Borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent, the applicable L/C Issuer or the Competitive Bid Agent, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of settlement, as previously notified in writing to FME and FMCH.

“Applicant Borrower” has the meaning provided in Section 2.14(a).

“Approved Bank” means (a) any Lender, (b) any commercial bank of recognized standing having capital and surplus in excess of $500 million in the case of a U.S. commercial bank and $250 million (or the U.S. Dollar equivalent as of the date of determination) in the case of any other bank, or (c) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s is at least P-2 or the equivalent thereof.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

3

“Approved Jurisdiction” means each of Australia, Canada, Japan, Switzerland, the United Kingdom, the United States (including any of its States and the District of Columbia) and the member states of the European Union, and any other jurisdiction approved by the Required Lenders.

“Arrangers” means MLPF&S, DBSI, Commerzbank AG, New York Branch, J.P. Morgan Securities LLC, The Bank of Nova Scotia, SunTrust Robinson Humphrey, Inc., UniCredit Bank AG, New York Branch and Wells Fargo Securities, LLC, in their capacity as mandated lead arrangers and joint book running managers.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06) and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06 or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.

“Attributable Principal Amount” means (a) in the case of capital leases, the amount of capital lease obligations determined in accordance with GAAP, (b) in the case of Synthetic Leases, an amount determined by capitalization of the remaining lease payments thereunder as if it were a capital lease determined in accordance with GAAP, (c) in the case of Securitization Transactions, the outstanding principal amount of such financing, after taking into account reserve amounts and making appropriate adjustments, determined by the Administrative Agent after consultation with the Lenders and (d) in the case of Sale and Leaseback Transactions, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease).

“Auto-Extension Letter of Credit” has the meaning provided in Section 2.03(b)(iii).

“Auto-Reinstatement Letter of Credit” has the meaning provided in Section 2.03(b)(iv).

“Bank of America” means Bank of America, N.A., together with its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to, in the case of Loan Obligations denominated in Dollars, the highest of (a) the Federal Funds Rate plus one-half of one percent (0.5%), (b) the Prime Rate and (c) except during a Fixed LIBOR Rate Unavailability Period, the Fixed LIBOR Rate for Dollars plus one-half of one percent (0.50%).

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.  All Base Rate Loans shall be denominated in Dollars.

“Bid Borrowing” means a borrowing consisting of simultaneous Competitive Revolving Loans of the same Type from each of the Revolving Lenders whose offer to make one or more Competitive Revolving Loans as part of such borrowing has been accepted under the auction bidding procedures described in Section 2.18.

“Bid Request” means a written request for one or more Competitive Revolving Loans substantially in the form of Exhibit 2.18-1.

4

“Borrower Joinder Agreement” means a Designated Borrower Request and Assumption Agreement or other joinder agreement satisfactory to the Administrative Agent whereby an additional party is joined as a Borrower hereunder under Section 2.14(a) or otherwise.

“Borrowers” means:

(i)            for Credit Extensions under the USD Revolving Commitments (other than USD Swingline Loans), (a) FME, (b) FMCH and the Co-Borrowers and (c) the other Designated Borrowers in respect thereof;

(ii)           for Credit Extensions under the Euro Revolving Commitments, (a) FME, (b) FMCH and the Co-Borrowers and (c) the other Designated Borrowers in respect thereof;

(iii)          for Credit Extensions under the Multi-Currency Revolving Commitments (other than Multi-Currency Swingline Loans), (a) FME, (b) FMCH and the Co-Borrowers and (c) the other Designated Borrowers in respect thereof;

(iv)          for USD Swingline Loans, (a) FME and (b) FMCH and the Co-Borrowers;

(v)           for Multi-Currency Swingline Loans, (a) FME and (b) FMCH and the Co-Borrowers; and

(vi)          for the Tranche A Term Loan, FMCH and the Co-Borrowers;

and, in each case, including their successors and permitted assigns, subject to the provisions for designation and removal of Borrowers in Section 2.14.

“Borrowing” means (a) a borrowing consisting of simultaneous Loans of the same Type, in the same currency and having the same Interest Period, (b) a Bid Borrowing or (c) a Swingline Borrowing, as appropriate.

“Borrowing Limit” means, for any Primary Borrower, the full amount of the applicable Revolving Commitment, and for any Applicant Borrower that becomes a Borrower hereunder in accordance with the provisions of Section 2.14(a), the amount identified in the Designated Borrower Request and Assumption Agreement.  The Borrowing Limit is part of, and not in addition to, the Aggregate Commitments.

“British Pounds Sterling”, “Sterling” and “£” means the lawful currency of the United Kingdom.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located or in the State of New York, and:

(a)           if such day relates to any interest rate settings as to a Fixed LIBOR Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Fixed LIBOR Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Credit Agreement in respect of any such Fixed LIBOR Rate Loan, any such day that is also a London Banking Day;

5

(b)           if such day relates to any interest rate settings as to a Fixed LIBOR Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Fixed LIBOR Rate Loan, or any other dealings in Euro to be carried out pursuant to this Credit Agreement in respect of any such Fixed LIBOR Rate Loan, a TARGET Day;

(c)           if such day relates to any interest rate settings as to a Fixed LIBOR Rate Loan denominated in a currency other than Dollars or Euro, any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(d)           if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Fixed LIBOR Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Credit Agreement in respect of any such Fixed LIBOR Rate Loan (other than any interest rate settings), any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership (including, without limitation, a KGaA (Kommanditgesellschaft auf Aktien)), partnership interests (whether general or limited) or other equivalents (however designated) of capital stock, (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Captive Insurance Company” means any Affiliate of the Credit Parties primarily engaged in the business of providing insurance, reinsurance and insurance-related services to the Credit Parties, their Affiliates and associated healthcare practices.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent, L/C Issuers or Swingline Lenders (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swingline Loans, or obligations of the Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the applicable L/C Issuer or Swingline Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the applicable L/C Issuer or the applicable Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by (i) the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) or (ii) the governments of Germany or the United Kingdom, or any agency or instrumentality thereof (provided that the full faith and credit of Germany or the United Kingdom, as the case may be, is pledged in support thereof), in each case having maturities of not more than twelve months from the date of acquisition, (b) Dollar or Alternative Currency denominated time deposits and certificates of deposit of any Approved Bank, in each case with maturities of not more than 270 days from the date of acquisition and, solely with respect to members of the Consolidated Group located outside of the US, UK and Germany, time deposits and certificates of deposit with local banks denominated in local currency in an aggregate amount not to exceed $50 million at any time,

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(c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500 million for direct obligations issued by or fully guaranteed by (i) the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) or (ii) the governments of Germany or the United Kingdom or any agency or instrumentality thereof (provided that the full faith and credit of Germany or the United Kingdom, as the case may be, is pledged in support thereof), in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least one hundred percent (100%) of the amount of the repurchase obligations and (e) Investments (classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company Act of 1940, as amended, that are administered by reputable financial institutions having capital of at least $500 million and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof.

“Change in Law” means the occurrence, after the date of this Credit Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, implemented, adopted or issued.

“Change of Control” means if the general partner of the KGaA charged with management of FME shall at any time fail to be a Subsidiary of FSE, or if FSE shall fail at any time to own and control more than twenty-five percent (25%) of the Capital Stock with ordinary voting power in FME.

“Closing Date” means October 30, 2012, being the first date all conditions precedent in Section 5.01 are satisfied or waived in accordance with Section 11.01.

“CMS” means the Centers for Medicare and Medicaid Services, any successor thereof and any predecessor thereof, including the United States Health Care Financing Administration.

“Co-Borrowers” means the Subsidiaries of FMCH that are identified as “Co-Borrowers” on the signature pages hereto and other such Subsidiaries joined as “Co-Borrowers” hereunder in accordance with Section 2.14(a).  Co-Borrowers are Primary Borrowers with joint and several obligations in respect of the respective Loan Obligations as provided in Section 2.15(a).

“Collateral” means the collateral identified in, and at any time covered by, the Collateral Documents.

“Collateral Agent” means Bank of America in its capacity as collateral agent for the holders of the Obligations, the guaranties relating thereto and the other secured obligations identified in the Collateral Documents, and any successor in such capacity.

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“Collateral Documents” means a collective reference to the Pledge Agreements and any pledge agreement, security agreement, mortgage, deed of trust or other agreement or document granting a lien on or security interest in Collateral provided by any Credit Party in connection with the Obligations.

“Commitment Percentages” means the Revolving Commitment Percentage and/or the Tranche A Term Loan Commitment Percentage, as context requires.

“Commitment Period” means the period from and including the Closing Date to (i) in the case of Revolving Loans and Swingline Loans, the Revolving Termination Date, and (ii) in the case of Letters of Credit, the L/C Expiration Date, or, in any case, any earlier date on which the Revolving Commitments shall have been terminated.

“Commitments” means the Revolving Commitments, and the L/C Commitments and the Swingline Commitments, as applicable, thereunder, and the Term Loan Commitments.

“Competitive Bid” means a written offer by a Multi-Currency Revolving Lender to make one or more Competitive Revolving Loans, substantially in the form of Exhibit 2.18-2, duly completed and signed by a Revolving Lender.

“Competitive Bid Agent” means (a) any Multi-Currency Revolving Lender that agrees to act as Competitive Bid Agent or any successor thereto in such capacity or (b) if at any time no Multi-Currency Revolving Lender is willing or available to serve in such capacity, FMCH.

“Competitive Revolving Loan Maximum Amount” has the meaning provided in Section 2.01(d).

“Competitive Revolving Loans” has the meaning provided in Section 2.01(d).

“Compliance Certificate” means a certificate substantially in the form of Exhibit 7.02.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, for any period for the Consolidated Group, the sum of (i) Consolidated Net Income, plus (ii) to the extent deducted in determining net income, (A) Consolidated Interest Expense, (B) tax expense based on income and (C) depreciation, amortization and other non-cash charges (but not including, for purposes hereof, restructuring charges which do not initially involve a cash payment but as for which there will be a subsequent cash payment), in each case on a consolidated basis determined in accordance with GAAP.  Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.

“Consolidated Funded Debt” means, for the Consolidated Group, Funded Debt determined on a consolidated basis in accordance with GAAP, but excluding for purposes hereof Indebtedness in respect of convertible bonds referred to in Sections 8.01(i) and 8.03(e).

“Consolidated Group” means FME and its Subsidiaries.

“Consolidated Interest Coverage Ratio” means, as of the end of each fiscal quarter for the period of four consecutive fiscal quarters then ending, the ratio of (i) Consolidated EBITDA to (ii) the sum of Consolidated Interest Expense minus interest income for the Consolidated Group determined on a consolidated basis in accordance with GAAP.

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“Consolidated Interest Expense” means, for any period for the Consolidated Group, all interest expense, including the amortization of debt discount and premium, the interest component under capital leases and the implied interest component under Securitization Transactions, in each case on a consolidated basis determined in accordance with GAAP.  Except as expressly provided otherwise, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.

“Consolidated Leverage Ratio” means, as of the last day of each fiscal quarter, the ratio of (i) the sum of Consolidated Funded Debt on such day minus the aggregate amount of cash and cash equivalents held by members of the Consolidated Group on such day, to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ending as of such day.

“Consolidated Net Income” means, for any period for the Consolidated Group, net income (or loss) determined on a consolidated basis in accordance with GAAP, but excluding for purposes of determining the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio, extraordinary gains and losses and gains and losses from discontinued operations, and, in each such case, related tax effects thereon.  Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.

“Consolidated Net Worth” means, as of any day for the Consolidated Group, net worth determined in accordance with GAAP, but excluding, for purposes hereof, (i) foreign currency translation adjustments of up to $100 million at any time and (ii) the fair value of Swap Contracts.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Credit Agreement” means this Credit Agreement, as defined in the preamble hereto, as the same may be amended and modified from time to time.

“Credit Documents” means this Credit Agreement, the Notes, the Collateral Documents, the Fee Letters, the Issuer Documents, any Borrower Joinder Agreements, any Guarantor Joinder Agreements, any Incremental Loan Facility Joinder Agreements, the Parallel Debt Agreement, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Credit Agreement and all other documents, instruments or agreements from time to time executed by any Responsible Officer or duly authorized signatory of a member of the Consolidated Group and delivered in connection with this Credit Agreement.

“Credit Extension” means each of the following: (a) a Borrowing, (b) the conversion or continuation of a Borrowing, and (c) an L/C Credit Extension.

“Credit Parties” means, collectively, the Borrowers and the Guarantors.

“Credit Party Materials” has the meaning specified in Section 7.02.

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“DBSI” means Deutsche Bank Securities Inc., together with its successors.

“Debt Rating” means the long term secured senior, non-credit enhanced debt ratings for FME provided by the Rating Services.

“Debt Transactions” means, with respect to any member of the Consolidated Group, the sale, issuance or placement of Funded Debt other than as permitted under Section 8.01.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event, act or condition that constitutes an Event of Default or that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

“Default Rate” means

(a)           in the case of the Letter of Credit Fee, an interest rate equal to the sum of (i) the Applicable Percentage, plus (ii) two percent (2.0%) per annum;

(b)           in the case of Fixed LIBOR Rate Loans, an interest rate equal to the sum of (i) the Fixed LIBOR Rate therefor, plus (ii) the Applicable Percentage, plus (iii) Mandatory Cost, if any, plus (iv) two percent (2.0%) per annum; and

(c)           in all other cases, including Base Rate Loans, an interest rate equal to the sum of (i) the Base Rate, plus (ii) the Applicable Percentage, plus (iii) two percent (2.0%) per annum.

“Defaulting Lender” means, subject to Section 2.17(d), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such failure is due to such Lender’s good faith determination that a condition precedent to funding has not been satisfied, or (ii) pay to the Administrative Agent, an L/C Issuer, a Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent, an L/C Issuer or a Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect unless such failure is due to such Lender’s good faith determination that a condition precedent to funding has not been satisfied, (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to

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reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(d)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuers, the Swingline Lenders and the other Lenders promptly following such determination.

“Defaulting Lender Account” has the meaning provided in Section 2.17(a)(iv).

“Designated Borrower Notice” has the meaning provided in Section 2.14(a).

“Designated Borrower Request and Assumption Agreement” has the meaning provided in Section 2.14(a).

“Designated Borrowers” means the Subsidiaries of FME that are joined as “Designated Borrowers” hereunder in accordance with Section 2.14(a).  Designated Borrowers that are Primary Borrowers have joint and several obligations in respect of the respective Loan Obligations as provided in Section 2.15(a).  Designated Borrowers that are not Primary Borrowers have several, and not joint, obligations in respect of the respective Loan Obligations as provided in Section 2.15(b).

“Disposition” or “Dispose” means the sale, transfer or other disposition (including any Sale and Leaseback Transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided, that for purposes of the definition of Pro Forma Basis, “Disposition” shall mean any Disposition to a Person that is not a member of the Consolidated Group of (i) more than 50% of the Capital Stock of any member of the Consolidated Group, (ii) all or any substantial portion of the property of any member of the Consolidated Group or (iii) any business unit.

“Dollar”, “U.S. Dollar”, “$” and “USD” mean the lawful currency of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such other currency.

“Domestic Credit Party” means any Credit Party that is organized under the laws of any State of the United States or the District of Columbia.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any State of the United States or the District of Columbia.

“EIB Loan” means the loan facilities provided by the European Investment Bank to FME pursuant to loan documentation dated as of July 13, 2005, December 19, 2006 and December 23, 2009, and any Support Obligations of FMCH and FMCD in respect thereof, as amended or modified and as in effect from time to time and obligations of FME and its Subsidiaries in respect of the bank guaranties issued in support of such loan facilities.

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“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Equity Transaction” means, with respect to any member of the Consolidated Group, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a member of the Consolidated Group, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, and (d) in connection with any Permitted Acquisition hereunder.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with FMCH within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by FMCH or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by FMCH or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon FMCH or any ERISA Affiliate.

“Euro”, “EUR” or “€” mean the single currency of the Participating Member States.

“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 any other currency, 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.

“Euro Revolving Commitment” means, for each Euro Revolving Lender, the commitment of such Lender to make Euro Revolving Loans (and to share in Euro Revolving Loan Obligations) hereunder.  The initial Euro Revolving Commitments are set out in Schedule 2.01.

“Euro Revolving Commitment Percentage” means, for each Euro Revolving Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Lender’s

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Euro Revolving Committed Amount and the denominator of which is the Aggregate Euro Revolving Committed Amount.  The initial Euro Revolving Commitment Percentages are set out in Schedule 2.01.

“Euro Revolving Committed Amount” means, for each Euro Revolving Lender, the amount of such Lender’s Euro Revolving Commitment.  The initial Euro Revolving Committed Amounts are set out in Schedule 2.01.

“Euro Revolving Lenders” means those Lenders with Euro Revolving Commitments, together with their successors and permitted assigns.  The initial Euro Revolving Lenders are identified on the signature pages hereto and are set out in Schedule 2.01.

“Euro Revolving Loan” has the meaning provided in Section 2.01(b)(i), including any additional loans and commitments established in respect thereof as Incremental Loan Facilities hereunder.

“Euro Revolving Loan Obligations” means the Euro Revolving Loans.

“Euro Revolving Notes” means the promissory notes, if any, given to evidence the Euro Revolving Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.  A form of Euro Revolving Note is attached as Exhibit 2.13-3.

“Event of Default” has the meaning provided in Section 9.01.

“Excluded Securitization Transactions” means (a) the accounts receivable financing facility of NMC contemplated by the Fifth Amended and Restated Transfer and Administration Agreement dated as of November 17, 2009, among NMC Funding Corporation, as transferor, NMC, as initial collection agent, Compass US Acquisition LLC and other conduit investors party thereto, the financial institutions party thereto, as bank investors, and The Bank of Nova Scotia, Barclays Bank PLC, Credit Agricole Credit and Investment Bank, New York Branch, Royal Bank of Canada and WestLB AG, New York Branch, as administrative agents for the bank investors, as amended, modified, renewed or supplemented from time to time, and any Permitted Receivables Financing entered into in replacement thereof, and (b) any other Permitted Receivables Financing, but only to the extent that the aggregate Attributable Principal Amount of the foregoing Securitization Transactions described in clause (a) and clause (b) hereof shall not exceed $1,000 million.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrowers under Section 11.13)or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

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“Exclusion Event” means an event or events where (a) one or more members of the Consolidated Group other than any member of the Consolidated Group that either ceased operations or discontinued a material portion of its business or operations before September 30, 1999 are excluded from participation in any state or federal Medical Reimbursement Program and (b) in the prior fiscal year revenues from such excluded programs generated by the members of the Consolidated Group excluded from such programs represented more than five percent (5%) of consolidated revenues for the Consolidated Group.

“Existing Bank Credit Agreement” means that certain Bank Credit Agreement dated as of March 31, 2006 among FME, FMCH and certain of their subsidiaries and affiliates, as borrowers, certain subsidiaries and affiliates of FME, as guarantors, the lenders party thereto and Bank of America, N.A., as agent, as the same has been amended or modified from time to time, as in effect on the Closing Date immediately prior to the effectiveness of this Credit Agreement.

“Existing Multi-Currency Letters of Credit” means those letters of credit outstanding on the Closing Date and identified as such on Schedule 2.03.

“Existing Senior Notes” means:

(i)            the €250 million aggregate principal amount of 5.50% senior notes due 2016 of FMC Finance VI S.A.,

(ii)           the €300 million aggregate principal amount of 5.25% senior notes due 2021 of FMC Finance VII S.A.,

(iii)          the €100 million aggregate principal amount of floating rate senior notes due 2016, the €400 million aggregate principal amount of 6.5% senior notes due 2018 and the €250 million aggregate principal amount of 5.25% senior notes due 2019 of FMC Finance VIII S.A.,

(iv)          the $500 million aggregate principal amount of 6.875% senior notes due 2017 and the $650 million aggregate principal amount of 5.75% senior notes due 2021 of Fresenius Medical Care US Finance, Inc., and

(v)           the $400 million aggregate principal amount of 6.50% senior notes due 2018, the $800 million aggregate principal amount of 5.625% senior notes due 2019 and the $700 million aggregate principal amount of 5.875% senior notes due 2022 of Fresenius Medical Care US Finance II, Inc.,

and, in each case, related Support Obligations.

“Existing Term Loan Credit Agreement” means that certain Term Loan Credit Agreement dated as of March 31, 2006 among FME, FMCH and certain of their subsidiaries and affiliates, as borrowers, certain subsidiaries and affiliates of FME, as guarantors, the lenders party thereto and Bank of America, N.A., as agent, as the same has been amended or modified from time to time, as in effect on the Closing Date immediately prior to the effectiveness of this Credit Agreement.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not

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materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100th of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letters” means (i) that certain letter agreement, dated as of September 28, 2012, among FME, FMCH, MLPF&S and DBSI, (ii) that certain letter agreement, dated as of September 28, 2012 among FME, FMCH and the Administrative Agent, and (iii) that certain letter agreement, dated as of the Closing Date among FME, FMCH and Bank of America, as L/C Issuer, in each case as amended or supplemented and as in effect from time to time.

“First-Tier Foreign Subsidiary” means any Foreign Subsidiary that is owned directly by FMCH or a Domestic Subsidiary of FMCH.

“Fixed LIBOR Rate” means:

(a)           for any Interest Period with respect to a Fixed LIBOR Rate Loan, if in relation to an advance denominated in Euros, the interest rate appearing on the relevant Reuters screen (as of the Closing Date, Reuters page EURIBOR 01) or if such page is not available, Telerate screen page 248 (or any successor thereto) as an annual interest rate, determined by the Banking Federation of the European Union, for deposits in Euro, as of 11:00 a.m. (Brussels time) two Business Days prior to the first day of such Interest Period, or if in relation to an advance denominated in any other currency, the rate per annum equal to (i) the British Bankers Association LIBOR Rate or the successor thereto if the British Bankers Association is no longer making a LIBOR rate available (“LIBOR”), as published by Reuters (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Fixed LIBOR Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliates) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period; and

(b)           for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not

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available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurocurrency market at their request at the date and time of determination;

provided, that (A) the Fixed LIBOR Rate shall not be less than zero, and (B) under , in each case, if the Borrowers request and the Administrative Agent approves any Fixed LIBOR Rate Loan having an Interest Period with a duration other than one, two, three or six months (but not longer than six months), the applicable interest rate for such period shall be the rate determined by the Administrative Agent by means of straight-line interpolation of (i) the rate that would be applicable for the next closest Interest Period otherwise available with a duration shorter than the requested period, and (ii) the rate that would be applicable for the next closest Interest Period otherwise available with a duration longer than the requested period, provided, that if the requested period extends over any year end, the higher of the two rates will apply.

“Fixed LIBOR Margin Bid” means the margin above or below the Fixed LIBOR Rate to be added to or subtracted from the Fixed LIBOR Rate, which margin shall be expressed in multiples of 1/100th of one basis point.

“Fixed LIBOR Margin Bid Loan” means a Competitive Revolving Loan that bears interest at a rate based on the Fixed LIBOR Rate.

“Fixed LIBOR Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Fixed LIBOR Rate”.  Fixed LIBOR Rate Loans may be denominated in Dollars or in an Alternative Currency.  All Loans denominated in an Alternative Currency must be Fixed LIBOR Rate Loans.

“Fixed LIBOR Rate Unavailability Period” means any period of time during which a notice delivered to the Borrower in accordance with clauses (a) and (b) of Section 3.03 shall remain in force and effect.

“FMC BetGes” means Fresenius Medical Care Beteiligungsgesellschaft mbH, a German limited liability company (Gesellschaft mit beschränkter Haftung).

“FMCD” means Fresenius Medical Care Deutschland GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung).

“FMCH” means Fresenius Medical Care Holdings, Inc., a New York corporation.

“FME” means Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares (Kommanditgesellschaft auf Aktien).

“Foreign Currencies” means lawful currencies other than Dollars (including Alternative Currencies).

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this

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definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s pro rata share of the outstanding L/C Obligations (with respect to Letters of Credit issued by such L/C Issuer) other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swingline Lender, such Defaulting Lender’s pro rata share of Swingline Loans (with respect to the Swingline Loans issued by such Swingline Lender) other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“FSE” means Fresenius SE & Co. KGaA, a German partnership limited by shares (Kommanditgesellschaft auf Aktien).

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funded Debt” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)           all obligations for borrowed money, whether current or long-term (including the Obligations hereunder), and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)           all purchase money indebtedness (including indebtedness and obligations in respect of conditional sales and title retention arrangements, except for customary conditional sales and title retention arrangements with suppliers that are entered into in the ordinary course of business) and all indebtedness and obligations in respect of the deferred purchase price of property or services (other than trade accounts payable incurred in the ordinary course of business and payable on customary trade terms and deferred compensation arrangements with employees);

(c)           the Attributable Principal Amount of capital leases and Synthetic Leases;

(d)           the Attributable Principal Amount of Securitization Transactions;

(e)           all preferred stock and comparable equity interests providing for mandatory redemption, sinking fund or other like payments issued to a Person that is not a member of the Consolidated Group;

(f)            Support Obligations in respect of Funded Debt of another Person; and

(g)           Funded Debt of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

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For purposes hereof, the amount of Funded Debt shall be determined based on the outstanding principal amount in the case of borrowed money indebtedness under clause (a) and purchase money indebtedness and the deferred purchase obligations under clause (b), and based on the amount of Funded Debt that is the subject of the Support Obligations in the case of Support Obligations under clause (f).

“GAAP” means generally accepted accounting principles in effect in the United States unless and until election by FME of IFRS as provided in Section 1.03(e) and thereafter, IFRS, subject in each case, to the provisions of Section 1.03.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Reimbursement Program Costs” means with respect to and payable by members of the Consolidated Group the sum of:

(a)           all amounts (including punitive and other similar amounts) agreed to be paid in settlement or payable as a result of a final, non-appealable judgment, award or similar order relating to Medical Reimbursement Programs;

(b)           all final, non-appealable fines, penalties, forfeitures or other amounts rendered pursuant to criminal indictments or other criminal proceedings relating to Medical Reimbursement Programs; and

(c)           the amount of final, non-appealable recovery, damages, awards, penalties, forfeitures or similar amounts rendered in any litigation, suit, arbitration, investigation or other legal or administrative proceeding of any kind relating to Medical Reimbursement Programs;

provided, however, that Governmental Reimbursement Program Costs for purposes of this Credit Agreement shall not include any judgments, awards, fines, penalties or similar amounts that total less than $5 million in the aggregate.

“Guarantor Joinder Agreement” means a Guarantor Joinder Agreement substantially in the form of Exhibit 7.12.

“Guarantors” means (a) FME, (b) FMCH, (c) NMC, (d) RCG, (e) FMCD, (f) FMC BetGes, (g) those other Subsidiaries identified on the signature pages hereto as “Guarantors” and (h) any other Person that becomes a Guarantor after the Closing Date, in each case together with their successors and permitted assigns and subject to the provisions of Sections 8.04 and 8.05.

“Guaranty” means (a) the guaranty provided pursuant to Article IV hereof, and/or (b) any other guaranty agreement in respect of the Obligations given by any Person, whether by way of Guarantor Joinder Agreement or otherwise, in each case as the same may be amended and modified from time to time.

“Honor Date” has the meaning provided in Section 2.03(c)(i).

“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board and in effect from time to time.

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“Immaterial Foreign Subsidiary” means a Foreign Subsidiary of FME that is not a Credit Party and owns assets with a fair market value of less than $50 million.

“Incremental Loan Facilities” has the meaning provided in Section 2.01(f).

“Incremental Loan Facility Joinder Agreement” means any joinder agreement entered into in connection with the Incremental Loan Facilities.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)           all Funded Debt;

(b)           all contingent obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements to the extent such instruments or agreements support financial, rather than performance, obligations);

(c)           net obligations under any Swap Contract;

(d)           Support Obligations in respect of Indebtedness of another Person; and

(e)           Indebtedness of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

For purposes hereof, the amount of Indebtedness shall be determined (i) based on Swap Termination Value in the case of net obligations under Swap Contracts under clause (c) and (ii) based on the outstanding principal amount of the Indebtedness that is the subject of the Support Obligations in the case of Support Obligations under clause (d).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning provided in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Interest Payment Date” means, (a) as to any Base Rate Loan (including Swingline Loans), the last Business Day of each March, June, September and December, the Revolving Termination Date and the date of the final principal amortization payment on any Term Loan and, in the case of any Swingline Loan, any other dates as may be mutually agreed upon by the applicable Borrowers and the Swingline Lender, and (b) as to any Fixed LIBOR Rate Loan, the last Business Day of each Interest Period for such Loan, the date of repayment of principal of such Loan, the Revolving Termination Date and the date of the final principal amortization payment on any Term Loan, and in addition, where the applicable Interest Period exceeds three months, the date every three months after the beginning of such Interest Period.  If an Interest Payment Date falls on a date that is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day.

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“Interest Period” means, (a) as to each Fixed LIBOR Rate Loan, the period commencing on the date such Fixed LIBOR Rate Loan is disbursed or converted to or continued as a Fixed LIBOR Rate Loan and ending on (i) the date one, two, three or six months and, in the case of Revolving Loans and the Tranche A Term Loan, with the prior written consent of all applicable Lenders, nine and twelve months thereafter, as selected by the applicable Borrower in its Loan Notice, or (ii) such other date not more than six months from the commencement date thereof as requested by the Borrower in its Loan Notice and approved by the Administrative Agent and (b) as to each Absolute Rate Loan, a period of not less than seven days and not more than 180 days as selected by the applicable Borrower in the Bid Request; provided that:

(a)           any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c)           no Interest Period with respect to any Revolving Loan shall extend beyond the Revolving Termination Date; and

(d)           no Interest Period with respect to any Term Loan shall extend beyond any principal amortization payment date, except to the extent that the portion of such Loan comprised of Fixed LIBOR Rate Loans that is expiring prior to the applicable principal amortization payment date plus the portion comprised of Base Rate Loans equals or exceeds the principal amortization payment then due.

“Internal Revenue Code” means the Internal Revenue Code of 1986.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock or other securities of another Person, (b) a loan, advance or capital contribution to, guaranty or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in (including by way of repurchase arrangements), another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit, but excluding, for the avoidance of doubt, any Investments made by any rabbi trust or other similar employee benefit or retirement arrangements of FMCH and its Subsidiaries.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning provided in Section 6.18.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit).

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“Issuer Documents” means, with respect to any Letter of Credit, the L/C Application and any other document, agreement or instrument (including such Letter of Credit) entered into by a Borrower (or any Subsidiary) and the applicable L/C Issuer (or in favor of the applicable L/C Issuer), relating to such Letter of Credit.

“Judgment Currency” has the meaning provided in Section 11.19.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means a USD L/C Advance and/or a Multi-Currency L/C Advance, as appropriate.

“L/C Application” means a USD L/C Application and/or a Multi-Currency L/C Application, as appropriate.

“L/C Borrowing” means a USD L/C Borrowing and/or a Multi-Currency L/C Borrowing, as appropriate.

“L/C Combined Sublimit” shall have the meaning provided in Section 2.01(a).

“L/C Commitment” means the USD L/C Commitment and/or a Multi-Currency L/C Commitment, as appropriate.

“L/C Credit Extension” means a USD L/C Credit Extension and/or a Multi-Currency L/C Credit Extension, as appropriate.

“L/C Expiration Date” means the day that is seven days prior to the Revolving Termination Date then in effect (or, if such day is not a Business Day, the immediately preceding Business Day).

“L/C Issuer” means the USD L/C Issuer and/or the Multi-Currency L/C Issuer, as appropriate.

“L/C Obligations” means the USD L/C Obligations and/or the Multi-Currency L/C Obligations, as appropriate.

“L/C Sublimit” means the USD L/C Sublimit or the Multi-Currency L/C Sublimit, as appropriate.

“L/C Unreimbursed Amount” has the meaning provided in Section 2.03(c)(i).

“Lenders” means the Multi-Currency Revolving Lenders, the USD Revolving Lenders, the Euro Revolving Lenders and/or the Tranche A Term Loan Lenders, as appropriate.

“Lending Office” means, as to any Lender, the office or offices of such Lender (or an Affiliate thereof) set forth in such Lender’s Administrative Questionnaire or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

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“Letter of Credit” means a USD Letter of Credit and/or a Multi-Currency Letter of Credit, as appropriate.

“Letter of Credit Fee” has the meaning provided in Section 2.09(b)(i).

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan Notice” means a notice of (a) a Borrowing of Loans (including Swingline Loans), (b) a conversion of Loans from one Type to the other, or (c) a continuation of Fixed LIBOR Rate Loans, which, if in writing, shall be substantially in the form of Exhibit 2.02.

“Loan Obligations” means the Revolving Loan Obligations and the Term Loans.

“Loans” means any Revolving Loan and/or any Term Loan, and the Fixed LIBOR Rate Loans and Base Rate Loans comprising such Loans.

“London Banking Day” means any day on which dealings in deposits in the Applicable Currency are conducted by and between banks in the London interbank eurodollar market.

“Mandatory Cost” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01(a).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of any of the Borrowers (taken as a whole) or the Consolidated Group taken as a whole; (b) a material impairment of the ability of any Credit Party to perform its obligations under any Credit Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Credit Party of any Credit Document to which it is a party.

“Material Domestic Subsidiary” means (i) FMCH, (ii) NMC and (iii) any Wholly Owned Domestic Subsidiary that, on an unconsolidated basis, has at least $300 million in assets or generates at least $60 million of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended; provided, however, that for purposes hereof (a) Securitization Subsidiaries and Captive Insurance Companies shall not be considered to be “Material Domestic Subsidiaries” and (b) for purposes of determining whether any special purpose Subsidiary of FME that issues or assumes senior notes is a Material Domestic Subsidiary hereunder, the proceeds of such senior notes shall not be considered for the purpose of determining assets of such Subsidiary to the extent such proceeds have been lent as permitted intercompany indebtedness, or contributed to another member of the Consolidated Group, and any interest in respect of any such loan shall not be considered for the purpose of determining Consolidated EBITDA of such Subsidiary.

“Material First-Tier Foreign Subsidiary” means a first-tier Foreign Subsidiary of FMCH that is owned directly by FMCH or one of its Domestic Subsidiaries that, taken together with its Subsidiaries on a consolidated basis, has at least $300 million in assets or generates at least $60 million in Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended; provided, however, that for purposes hereof Securitization Subsidiaries and/or other similar finance special purpose Subsidiaries

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and Captive Insurance Companies shall not be considered to be “Material First-Tier Foreign Subsidiaries”.

“Material Subsidiary” means a Material Domestic Subsidiary or a Material First-Tier Foreign Subsidiary.

“Maximum Rate” has the meaning specified in Section 11.09.

“Medicaid” means that means-tested entitlement program under Title XIX of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq. of Title 42 of the United States Code, as amended, and any successor statute thereto.

“Medicaid Provider Agreement” means an agreement entered into between a state agency or other such entity administering the Medicaid program and a health care provider or supplier, under which the health care provider or supplier agrees to provide services for Medicaid patients in accordance with the terms of the agreement and Medicaid Regulations.

“Medicaid Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting the medical assistance program established by Title XIX of the Social Security Act and any successor statutes thereto; (b) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (a) above and all federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (a) above; (c) all state statutes and plans for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above; and (d) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (c) above and all state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (b) above, in each case as may be amended, supplemented or otherwise modified from time to time.

“Medical Reimbursement Programs” means a collective reference to the Medicare, Medicaid, CHAMPUS and TRICARE programs and any other health care program operated by or financed in whole or in part by any foreign or domestic federal, state or local government and any other non-government funded third party payor programs.

“Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code, as amended, and any successor statute thereto.

“Medicare Provider Agreement” means an agreement entered into between CMS (or other such entity administering the Medicare program on behalf of the CMS) and a health care provider or supplier, under which the health care provider or supplier agrees to provide services for Medicare patients in accordance with the terms of the agreement and Medicare Regulations.

“Medicare Regulations” means, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any successor statutes thereto; together with all

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applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including CMS, the OIG, the United States Department of Health and Human Services, or any Person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law, as each may be amended, supplemented or otherwise modified from time to time.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time, and (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(i), (a)(ii) or (a)(iii), an amount equal to 103% of the Outstanding Amount of all L/C Obligations.

“MLPF&S” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, together with its successors.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multi-Currency L/C Advance” means, with respect to each Multi-Currency Revolving Lender, such Lender’s funding of its participation in any Multi-Currency L/C Borrowing.  All Multi-Currency L/C Advances must be denominated in Dollars or Alternative Currencies.

“Multi-Currency L/C Application” means an application and agreement for the issuance or amendment of a Multi-Currency Letter of Credit in the form from time to time in use by the Multi-Currency L/C Issuer.

“Multi-Currency L/C Borrowing” means any extension of credit resulting from a drawing under any Multi-Currency Letter of Credit that has not been reimbursed or refinanced as a Borrowing of Multi-Currency Revolving Loans.  All Multi-Currency L/C Borrowings will be denominated in Alternative Currencies.

“Multi-Currency L/C Commitment” means, with respect to the Multi-Currency L/C Issuer, the commitment of the Multi-Currency L/C Issuer to issue and to honor payment obligations under Multi-Currency Letters of Credit, and, with respect to each Multi-Currency Revolving Lender, the commitment of such Lender to purchase its pro rata share of participation interests in Multi-Currency L/C Obligations.  The Multi-Currency L/C Commitment of any Multi-Currency L/C Issuer may not be increased or extended without the prior written consent of such Multi-Currency L/C Issuer.

“Multi-Currency L/C Credit Extension” means, with respect to any Multi-Currency Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“Multi-Currency L/C Issuer” means (a) for Existing Multi-Currency Letters of Credit, Bank of America as shown on Schedule 2.03 and (b) for Multi-Currency Letters of Credit issued on and after the Closing Date, (i) Bank of America, and (ii) any other Multi-Currency Revolving Lender that may agree to become a Multi-Currency L/C Issuer and that the Administrative Agent may approve in its reasonable discretion, in each case in their capacity as issuer of Multi-Currency Letters of Credit hereunder, together with their successors in such capacity.

“Multi-Currency L/C Obligations” means, at any time, the sum of (a) the maximum amount available to be drawn under Multi-Currency Letters of Credit then outstanding, assuming compliance with

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all requirements for drawings referenced therein, plus (b) the aggregate amount of all Multi-Currency L/C Unreimbursed Amounts, including Multi-Currency L/C Borrowings.  For purposes of computing the amount available to be drawn under any Multi-Currency Letter of Credit, the amount of such Multi-Currency Letter of Credit shall be determined in accordance with Section 1.09.  For all purposes of this Credit Agreement, if on any date of determination a Multi-Currency Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Multi-Currency Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Multi-Currency L/C Sublimit” has the meaning provided in Section 2.01(c)(ii).

“Multi-Currency L/C Unreimbursed Amount” means an L/C Unreimbursed Amount in respect of a Multi-Currency Letter of Credit.

“Multi-Currency Letter of Credit” means each standby letter of credit issued or existing under Section 2.01(c)(ii).  Multi-Currency Letters of Credit will be issued in Dollars and Alternative Currencies.

“Multi-Currency Revolving Commitment” means, for each Multi-Currency Revolving Lender, the commitment of such Lender to make Multi-Currency Revolving Loans (and to share in Multi-Currency Revolving Loan Obligations) hereunder.  The initial Multi-Currency Revolving Commitments are set out in Schedule 2.01.

“Multi-Currency Revolving Commitment Percentage” means, for each Multi-Currency Revolving Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Lender’s Multi-Currency Revolving Committed Amount and the denominator of which is the Aggregate Multi-Currency Revolving Committed Amount.  The initial Multi-Currency Revolving Commitment Percentages are set out in Schedule 2.01.

“Multi-Currency Revolving Committed Amount” means, for each Multi-Currency Revolving Lender, the amount of such Lender’s Multi-Currency Revolving Commitment.  The initial Multi-Currency Revolving Committed Amounts are set out in Schedule 2.01.

“Multi-Currency Revolving Lenders” means those Lenders with Multi-Currency Revolving Commitments, together with their successors and permitted assigns.  The initial Multi-Currency Revolving Lenders are identified on the signature pages hereto and are set out in Schedule 2.01.

“Multi-Currency Revolving Loan” has the meaning provided in Section 2.01(c)(i), including any additional loans and commitments established in respect thereof as Incremental Loan Facilities hereunder.

“Multi-Currency Revolving Loan Obligations” means the Multi-Currency Revolving Loans, Multi-Currency L/C Obligations and Multi-Currency Swingline Loans.

“Multi-Currency Revolving Notes” means the promissory notes, if any, given to evidence the Multi-Currency Revolving Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.  A form of Multi-Currency Revolving Note is attached as Exhibit 2.13-4.

“Multi-Currency Swingline Commitment” means, with respect to each Multi-Currency Revolving Lender, the commitment of such Lender to purchase its pro rata share of participation interests in Multi-Currency Swingline Loans.

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“Multi-Currency Swingline Lender” means (i) Bank of America and (ii) any other Multi-Currency Revolving Lender that agrees to act as a Multi-Currency Swingline Lender hereunder, in each case, in its capacity as such, together with any successor in such capacity.

“Multi-Currency Swingline Loan” has the meaning provided in Section 2.01(c)(iii).  All Multi-Currency Swingline Loans will be denominated in Dollars.

“Multi-Currency Swingline Note” means the promissory note given to evidence the Multi-Currency Swingline Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.  A form of Multi-Currency Swingline Note is attached as Exhibit 2.13-5.

“Multi-Currency Swingline Sublimit” has the meaning provided in Section 2.01(c)(iii).  The Multi-Currency Swingline Sublimit is a part of, and not in addition to, the Aggregate Multi-Currency Revolving Commitments.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which FMCH or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means the aggregate proceeds paid in cash or Cash Equivalents received by any member of the Consolidated Group in connection with any Disposition, Debt Transaction or Securitization Transaction, net of (a) direct costs (including legal, accounting and investment banking fees, sales commissions, and underwriting discounts) and (b) estimated taxes paid or payable as a result thereof.  For purposes hereof, “Net Cash Proceeds” shall include any cash or Cash Equivalents received upon the disposition of any non-cash consideration received by any member of the Consolidated Group in any Disposition, Equity Transaction or Debt Transaction.

“NMC” means National Medical Care, Inc., a Delaware corporation.

“Non-Consenting Lender” has the meaning provided in Section 11.13.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice Date” has the meaning provided in Section 2.03(b)(iii).

“Non-Reinstatement Deadline” has the meaning provided in Section 2.03(b)(iv).

“Notes” means the Revolving Notes, the Swingline Notes and the Term Loan Notes.

“Obligations” means, without duplication, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Credit Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, and (b) all obligations under any Swap Contract of any Credit Party or any Subsidiary of a Credit Party to which a Lender or any Affiliate of a Lender is a party.

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“OIG” means the Office of Inspector General of the United States Department of Health and Human Services or any other regulatory body which succeeds to the functions thereof.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means, on any day,

(a)           with respect to USD Revolving Loan Obligations, Multi-Currency Revolving Loan Obligations and Competitive Revolving Loans, with respect to Revolving Loans and Swingline Loans thereunder, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any Borrowings, prepayments and repayments on such date, and with respect to L/C Obligations thereunder, the Dollar Equivalent amount thereof after giving effect to any L/C Credit Extension, reimbursements and reductions in amounts available to be drawn under Letters of Credit thereunder;

(b)           with respect to Euro Revolving Loan Obligations, with respect to Revolving Loans thereunder, the Euro Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any Borrowings, prepayments and repayments on such date; and

(c)           with respect to the Tranche A Term Loan, the Dollar Equivalent amount of the aggregate principal amount thereof after giving effect to any prepayments or repayments on such date.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) the overnight rate determined by the Administrative Agent, the L/C Issuer or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in any other currency, the greater of (i) an overnight rate determined by the Administrative Agent, the L/C Issuer or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (ii)

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the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Parallel Debt Agreement” means that certain Parallel Debt Agreement dated as of the Closing Date between the Collateral Agent (and, pursuant to the powers of attorney granted by the Lenders pursuant to Section 11.20 hereof, each of the Lenders) and FME (and, pursuant to the power of attorney granted to FME by the other Credit Parties pursuant to Section 11.20 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 this Credit Agreement under the Law of Germany, in each case as amended or modified from time to time.

“Participant” shall have the meaning provided in Section 11.06(d).

“Participant Register” shall have the meaning provided in Section 11.06(d).

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Patriot Act” shall have the meaning provided in Section 11.18.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by FMCH or any ERISA Affiliate or to which FMCH or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Acquisitions” means  any Acquisition that satisfies the following conditions:

(a)           the aggregate cost of any individual Acquisition shall not exceed an amount equal to the sum of (A) $900 million, plus (B) the fair value of Capital Stock given as part of the purchase price plus (C) any portion of Net Cash Proceeds retained by members of the Consolidated Group from any Equity Transaction and used therefor occurring no more than three months prior to or three months after the respective individual Acquisition plus (D) any portion of Net Cash Proceeds of any Dispositions that are permitted to be reinvested or retained pursuant to Section 2.06(b)(ii);

(b)           the aggregate cost of all such Acquisitions in any calendar year shall not exceed an amount equal to the sum of (A) $1,800 million plus (B) the fair value of Capital Stock given as part of the purchase price plus (C) any portion of Net Cash Proceeds retained by the members of the Consolidated Group from any Equity Transaction and used therefor occurring no more than three months prior to or three months after the respective Acquisition plus (D) any portion of Net Cash Proceeds of any Dispositions that are permitted to be reinvested or retained pursuant to Section 2.06(b)(ii);

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(c)           in the case of an Acquisition of the Capital Stock, the board of directors (or other comparable governing body) of such other Person shall have approved the Acquisition; and

(d)           (A) no Default or Event of Default shall then exist and be continuing immediately before or immediately after giving effect thereto, (B) the Consolidated Group shall be in compliance with the financial covenants hereunder after giving effect thereto on a Pro Forma Basis, and (C) with respect to any Acquisition (or series of related Acquisitions) for which cash consideration together with the principal amount of Indebtedness assumed in connection therewith exceeds $200 million in the aggregate, a Responsible Officer of FME shall provide a compliance certificate, in form and detail satisfactory to the Administrative Agent, affirming the matters under the foregoing subclauses.

“Permitted Receivables Financings” means (a) the Securitization Transactions described in clause (a) of the definition of “Excluded Securitization Transactions” and (b) other Securitization Transactions, in each case as amended and in effect from time to time; provided that (i) with respect to all such Securitization Transactions described in clause (b) that are entered into after the Closing Date, (A) each such Securitization Transaction relating to accounts receivable originating in or payable in the United States or any state thereof, and (B) each such Securitization Transaction exceeding $50 million in any instance or $150 million in the aggregate, the Administrative Agent and the Required Lenders shall be reasonably satisfied with the structure and documentation thereof and shall be reasonably satisfied that the terms thereof, including the discount applicable to the subject accounts receivable and the termination events, are (in the good faith understanding of the Administrative Agent and the Required Lenders) consistent with those prevailing in the market at the time of commitment thereto for similar transactions involving a receivables originator/servicer of similar credit quality and a receivables pool of similar characteristics; and (ii) with respect to all such Permitted Receivables Financings, the documentation therefor shall not be amended or modified in a way that is materially detrimental to the Lenders without the prior written approval of the Administrative Agent and the Required Lenders.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by FMCH or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning provided in Section 7.02.

“Pledge Agreement” means those pledge agreement(s) given by the members of the Consolidated Group identified therein, as pledgors, to the Collateral Agent, to secure the Obligations hereunder, and any other pledge agreements that may be given by any Person pursuant to the terms hereof, as such pledge agreements may be amended and modified from time to time.

“Primary Borrowers” means:

(i)            for Credit Extensions under the USD Revolving Commitments (other than USD Swingline Loans), (a) FME, (b) FMCH and the Co-Borrowers and (c) the other Designated Borrowers identified as “Primary Borrowers” in respect thereof;

(ii)           for Credit Extensions under the Euro Revolving Commitments, (a) FME, (b) FMCH and the Co-Borrowers and (c) the other Designated Borrowers identified as “Primary Borrowers” in respect thereof;

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(iii)          for Credit Extensions under the Multi-Currency Revolving Commitments, (a) FME, (b) FMCH and the Co-Borrowers and (c) the other Designated Borrowers identified as “Primary Borrowers” in respect thereof;

(iv)          for USD Swingline Loans, (a) FME and (b) FMCH and the Co-Borrowers;

(v)           for Multi-Currency Swingline Loans, (a) FME and (b) FMCH and the Co-Borrowers; and

(vi)          for the Tranche A Term Loan, FMCH and the Co-Borrowers.

“Prime Rate” means the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in the “prime rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Pro Forma Basis” means, for purposes of determining (a) the applicable Pricing Level under the definition of “Applicable Percentage,” (b) compliance with the financial covenants hereunder, (c) Permitted Acquisitions hereunder, and (d) making Restricted Payments hereunder, that the event or transaction relevant to the applicable calculation shall be deemed to have occurred as of the first day of the period of four consecutive fiscal quarters ending as of the end of the most recent fiscal quarter for which annual or quarterly financial statements shall have been delivered in accordance with the provisions hereof.  Further, for purposes of making calculations on a “Pro Forma Basis” hereunder, (i) in the case of any Disposition, (A) income statement items (whether positive or negative) attributable to the property, entities or business units that are the subject of such Disposition shall be excluded to the extent relating to any period prior to the date of such Disposition, and (B) Indebtedness paid or retired in connection with such Disposition shall be deemed to have been paid and retired as of the first day of the applicable period; and (ii) in the case of any Acquisition, (A) income statement items (whether positive or negative, but excluding transaction expenses and any one-time expenses incurred in connection with the Acquisition) attributable to the property, entities or business units that are the subject of such Acquisition shall be included to the extent relating to any period prior to the date of such Acquisition, and (B) Indebtedness incurred in connection with the subject transaction shall be deemed to have been incurred as of the first day of the applicable period (and interest expense shall be imputed for the applicable period assuming prevailing interest rates hereunder); provided, that where the aggregate consideration paid or payable by any member of the Consolidated Group in connection with such Disposition or Acquisition is reasonably expected (taking the amount of cash and Cash Equivalents and the fair market value of any non-cash consideration paid or payable and the amount of debt assumed, as reasonably determined by FME) to be $50 million or less, FME may elect whether or not to make the adjustments otherwise required pursuant to clauses (i) or (ii) hereof, as applicable.

“Property” means an interest of any kind in any property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Public Lender” has the meaning specified in Section 7.02.

“Rating Services” means S&P and Moody’s.

“RCG” means Renal Care Group, Inc.

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“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Credit Party hereunder.

“Register” has the meaning provided in Section 11.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans (including Swingline Loans) or the conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, an L/C Application.

“Required Euro Revolving Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Euro Revolving Commitments, or if the Euro Revolving Commitments have expired or been terminated, Lenders holding in the aggregate more than 50% of the Euro Revolving Loan Obligations; provided that the Commitments of, and the portion of the Euro Revolving Loan Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of “Required Euro Revolving Lenders”.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the Commitments shall have expired or been terminated, Lenders holding in the aggregate more than 50% of the Loan Obligations (expressed in Dollar Equivalents at the applicable Spot Rate as of the most recent Revaluation Date for any Loan Obligations denominated in a currency other than Dollars) including, in each case, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans; provided that the Commitments of, and the portion of the Loan Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Multi-Currency Revolving Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Multi-Currency Revolving Commitments, or if the Multi-Currency Revolving Commitments have expired or been terminated, Lenders holding in the aggregate more than 50% of the Multi-Currency Revolving Loan Obligations (expressed in Dollar Equivalents at the applicable Spot Rate as of the most recent Revaluation Date for any Loan Obligations denominated in a currency other than Dollars) including, in each case, the aggregate amount of each Lender’s risk participation and funded participation in Multi-Currency L/C Obligations; provided that the Commitments of, and the portion of the Multi-Currency Revolving Loan Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of “Required Multi-Currency Revolving Lenders”.

“Required Revolving Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Revolving Commitments, or if the Revolving Commitments have expired or been terminated, Lenders holding in the aggregate more than 50% of the Revolving Loan Obligations (expressed in Dollar Equivalents at the applicable Spot Rate as of the most recent Revaluation Date for any Loan Obligations denominated in a currency other than Dollars) including, in each case, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations; provided that the Commitments of, and the portion of the Revolving Loan Obligations held or deemed

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held by, any Defaulting Lender shall be excluded for purposes of making a determination of “Required Revolving Lenders”.

“Required Tranche A Term Lenders” means, as of any date of determination, Lenders holding in the aggregate more than fifty percent (50%) of the Tranche A Term Loan; provided that the portion of the Tranche A Term Loan held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Tranche A Term Lenders.

“Required USD Revolving Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate USD Revolving Commitments, or if the USD Revolving Commitments have expired or been terminated, Lenders holding in the aggregate more than 50% of the USD Revolving Loan Obligations (including, in each case, the aggregate amount of each Lender’s risk participation and funded participation in USD L/C Obligations and USD Swingline Loans); provided that the commitments of, and the portion of the USD Revolving Loan Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of “Required USD Revolving Lenders”.

“Responsible Officer” means the chief executive officer, president, chief financial officer, senior vice president-finance, treasurer, assistant treasurer, managing director, management board member or director of a Credit Party (or in the case of a Credit Party that is a partnership, limited liability company or similarly organized entity, including without limitation FME, a Responsible Officer of its general partner, other managing entity or other person authorized to act on its behalf, and if such Person is also a partnership, limited liability company or similarly organized entity, a Responsible Officer of the entity that may be authorized to act on behalf of such Person), and, in the case of a company formed under Luxembourg law, any person(s) authorized under the relevant corporate body.  Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

“Restricted Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock now or hereafter outstanding, except a dividend payable solely in shares of that class to the holders of that class, of FME, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of FME now or hereafter outstanding, and (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of FME.

“Revaluation Date” means (a) with respect to any Loan, each of the following:  (i) each date of a Borrowing of a Fixed LIBOR Rate Loan denominated in a currency other than Dollars, (ii) each date of a continuation of a Fixed LIBOR Rate Loan denominated in a currency other than Dollars pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the respective Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following:  (i) each date of issuance of a Letter of Credit denominated in a currency other than Dollars, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the applicable L/C Issuer under any Letter of Credit denominated in a currency other than Dollars, (iv) in the case of the Existing Multi-Currency Letters of Credit, the Closing Date and (v) such additional dates as the Administrative Agent or the applicable L/C Issuer shall determine or the respective Required Lenders shall require.

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“Revolving Commitment Percentage” means the Multi-Currency Revolving Commitment Percentage, the USD Revolving Commitment Percentage and/or the Euro Revolving Commitment Percentage, as appropriate.

“Revolving Commitments” means the Multi-Currency Revolving Commitments, the USD Revolving Commitments and the Euro Revolving Commitments.

“Revolving Committed Amount” means the Multi-Currency Revolving Committed Amount, the USD Revolving Committed Amount and/or the Euro Revolving Committed Amount.

“Revolving Lenders” means the Multi-Currency Revolving Lenders, the USD Revolving Lenders and/or the Euro Revolving Lenders, as appropriate.

“Revolving Loan Obligations” means the Multi-Currency Revolving Loan Obligations, the USD Revolving Loan Obligations, the Euro Revolving Loan Obligations and/or Competitive Revolving Loans, as appropriate.

“Revolving Loans” means the Multi-Currency Revolving Loans, the USD Revolving Loans, the Euro Revolving Loans and/or Competitive Revolving Loans, as appropriate.

“Revolving Notes” means the Multi-Currency Revolving Notes, the USD Revolving Notes and/or the Euro Revolving Notes.

“Revolving Termination Date” means October 30, 2017.

“S&P” means Standard & Poor’s Financial Services LLC, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Borrower or any Subsidiary, any arrangement, directly or indirectly, with any Person (other than another member of the Consolidated Group) whereby such Borrower or such Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in currencies other than Dollars, same day or other funds as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant currency.

“Schuldscheindarlehen” means the senior notes issued by FME, in an aggregate principal amount of up to €200 million, and the guarantee by FMCH and FMCD of such notes, pursuant to agreements dated as of April 17, 2009, as amended or modified and as in effect from time to time.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Securitization Subsidiary” has the meaning provided in the definition of “Securitization Transaction.”

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“Securitization Transaction” means any financing or factoring or similar financing transaction (or series of such transactions) entered by any member of the Consolidated Group pursuant to which such member of the Consolidated Group may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate (a “Securitization Subsidiary”) or any other Person; provided, that, for the purposes of clarification, sales of accounts, payments, receivables and similar rights of payment on a non-recourse basis by Foreign Subsidiaries of FME to Persons that are not members of the Consolidated Group in an aggregate amount not to exceed $150 million in any fiscal year that are treated as Dispositions under Section 8.05(h) shall not constitute Securitization Transactions.

“Social Security Act” means the Social Security Act of 1965.

“Special Notice Currency” means at any time any currency other than (i) Dollars, (ii) Euros and (iii) currency of a country that is a member of the Organization of Economic Cooperation and Development at such time located in North America or Europe.

“Spot Rate” for a currency means the rate determined by the Administrative Agent, the applicable L/C Issuer or the Competitive Bid Agent, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent, the applicable L/C Issuer or the Competitive Bid Agent, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent, the applicable L/C Issuer or the Competitive Bid Agent, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the applicable L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in a currency other than Dollars.

“Subordinated Debt” means any Indebtedness of a member of the Consolidated Group that by its terms is expressly subordinated in right of payment to the prior payment of the Loan Obligations hereunder and is in form and substance satisfactory to the Administrative Agent and the Required Lenders.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise provided, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of FME.

“Support Obligations” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection), and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial

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statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person.  The amount of any Support Obligations (subject to any limitations set forth therein) shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Support Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination values determined in accordance therewith, such termination values, and (b) for any date prior to the date referenced in clause (a), the amounts determined as the mark-to-market values for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swingline Borrowing” means a borrowing of a Swingline Loan hereunder.

“Swingline Combined Sublimit” shall have the meaning provided in Section 2.01(a).

“Swingline Commitment” means the USD Swingline Commitment, the Multi-Currency Swingline Commitment and/or any other commitments to make Swingline Loans established in respect of other Revolving Commitments hereunder.

“Swingline Lender” means the USD Swingline Lender, the Multi-Currency Swingline Lender and/or the lender identified as the swingline lender in the case of any other Swingline Loans established hereunder.

“Swingline Loans” means the USD Swingline Loans, the Multi-Currency Swingline Loans and/or any other swingline loan established in respect of the other Revolving Commitments hereunder.

“Swingline Notes” means the USD Swingline Note, the Multi-Currency Swingline Note and/or any other promissory notes given to evidence Swingline Loans hereunder.

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“Swingline Sublimit” means the USD Swingline Sublimit, the Multi-Currency Swingline Sublimit and/or any other sublimit for other swingline loans established hereunder.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement that is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” means the Tranche A Term Loan and any other term loan established under the Incremental Loan Facilities.

“Term Loan Commitments” means the Tranche A Term Loan Commitments and any term loan commitments established under the Incremental Loan Facilities; provided that, in any such case, after funding of the term loan determinations of “Required Lenders” shall be based on the outstanding principal amount thereof.

“Term Notes” means the Tranche A Term Notes and Notes evidencing any other term loan that may be established under the Incremental Loan Facilities.

“Tranche A Term Lenders” means, prior to the funding of the initial Tranche A Term Loan, those Lenders with Tranche A Term Loan Commitments, and after funding of the Tranche A Term Loan, those Lenders holding a portion of the Tranche A Term Loan, together with their successors and permitted assigns.  The initial Tranche A Term Lenders are identified on the signature pages hereto and are set forth on Schedule 2.01.

“Tranche A Term Loan” means the term loan made pursuant to Section 2.01(e), including any increase thereto pursuant to any Incremental Loan Facility.

“Tranche A Term Loan Commitment” means, for each Tranche A Term Lender, the commitment of such Lender to make a portion of the Tranche A Term Loan hereunder; provided that, at any time after funding of the Tranche A Term Loan, determinations of “Required Lenders” and “Required Tranche A Term Lenders” shall be based on the outstanding principal amount of the Tranche A Term Loan.

“Tranche A Term Loan Commitment Percentage” means, for each Tranche A Term Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is, prior to funding, such Lender’s Tranche A Term Loan Committed Amount, and after funding, the principal amount of such Lender’s Tranche A Term Loan, and the denominator of which is, prior to funding, the aggregate principal amount of the Tranche A Term Loan Commitments, and after funding, is the Outstanding Amount of the Tranche A Term Loan.  The initial Tranche A Term Loan Commitment Percentages are set forth on Schedule 2.01.

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“Tranche A Term Loan Committed Amount” means, for each Tranche A Term Lender, the amount of such Lender’s Tranche A Term Loan Commitment.  The initial Tranche A Term Loan Committed Amounts are set forth on Schedule 2.01.

“Tranche A Term Loan Maturity Date” shall have the meaning provided in Section 2.05(d).

“Tranche A Term Note” means the promissory notes substantially in the form of Exhibit 2.13-6, if any, given to evidence the Tranche A Term Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.

“TRICARE” means the United States Department of Defense health care program for service families (including TRICARE Prime, TRICARE Extra and TRICARE Standard), and any successor or predecessor (including CHAMPUS) thereof.

“Type” means, (a) with respect to any Revolving Loan or any Term Loan, its character as a Base Rate Loan or a Fixed LIBOR Rate Loan and (b) (ii) with respect to a Competitive Revolving Loan, its character as an Absolute Rate Loan or a Fixed LIBOR Margin Bid Loan.

“UCC” means the Uniform Commercial Code in effect in any applicable jurisdiction from time to time.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“United States” and “U.S.” mean the United States of America.

“USD L/C Advance” means, with respect to each USD Revolving Lender, such Lender’s funding of its participation in any USD L/C Borrowing.  All USD L/C Advances must be denominated in Dollars.

“USD L/C Application” means an application and agreement for the issuance or amendment of a USD Letter of Credit in the form from time to time in use by the USD L/C Issuer.

“USD L/C Borrowing” means any extension of credit resulting from a drawing under any USD Letter of Credit that has not been reimbursed or refinanced as a Borrowing of USD Revolving Loans.  All USD L/C Borrowings will be denominated in Dollars.

“USD L/C Commitment” means, with respect to the USD L/C Issuer, the commitment of the USD L/C Issuer to issue and to honor payment obligations under USD Letters of Credit, and, with respect to each USD Revolving Lender, the commitment of such Lender to purchase its pro rata share of participation interests in USD L/C Obligations.  The USD L/C Commitment of any USD L/C Issuer may not be increased or extended without the prior written consent of such USD L/C Issuer.

“USD L/C Credit Extension” means, with respect to any USD Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“USD L/C Issuer” means (i) Bank of America, and (ii) any other USD Revolving Lender that shall agree to become a USD L/C Issuer and that the Administrative Agent may approve in its reasonable discretion, in each case in their capacity as issuer of USD Letters of Credit hereunder, together with their successors in such capacity.

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“USD L/C Obligations” means, at any time, the sum of (a) the maximum amount available to be drawn under USD Letters of Credit then outstanding, assuming compliance with all requirements for drawings referenced therein, plus (b) the aggregate amount of all USD L/C Unreimbursed Amounts, including USD L/C Borrowings.  For purposes of computing the amount available to be drawn under any USD Letter of Credit, the amount of such USD Letter of Credit shall be determined in accordance with Section 1.09.  For all purposes of this Credit Agreement, if on any date of determination a USD Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such USD Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“USD L/C Sublimit” has the meaning provided in Section 2.01(a)(ii).

“USD L/C Unreimbursed Amount” means an L/C Unreimbursed Amount in respect of a USD Letter of Credit.

“USD Letter of Credit” means each standby letter of credit issued or existing under Section 2.01(a)(ii).  USD Letters of Credit will be issued in Dollars.

“USD Revolving Commitment” means, for each USD Revolving Lender, the commitment of such Lender to make USD Revolving Loans (and to share in USD Revolving Loan Obligations that are not USD Revolving Loans) hereunder.  The initial USD Revolving Commitments are set out in Schedule 2.01.

“USD Revolving Commitment Percentage” means, for each USD Revolving Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Lender’s USD Revolving Committed Amount and the denominator of which is the Aggregate USD Revolving Committed Amount.  The initial USD Revolving Commitment Percentages are set out in Schedule 2.01.

“USD Revolving Committed Amount” means, for each USD Revolving Lender, the amount of such Lender’s USD Revolving Commitment.  The initial USD Revolving Committed Amounts are set out in Schedule 2.01.

“USD Revolving Lenders” means those Lenders with USD Revolving Commitments, together with their successors and permitted assigns.  The initial USD Revolving Lenders are identified on the signature pages hereto and are set out in Schedule 2.01.

“USD Revolving Loan” has the meaning provided in Section 2.01(a)(i), including any additional loans and commitments established in respect thereof as Incremental Loan Facilities hereunder.

“USD Revolving Loan Obligations” means the USD Revolving Loans, the USD L/C Obligations and the USD Swingline Loans.

“USD Revolving Notes” means the promissory notes, if any, given to evidence the USD Revolving Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.  A form of USD Revolving Note is attached as Exhibit 2.13-1.

“USD Swingline Commitment” means, with respect to each USD Revolving Lender, the commitment of such Lender to purchase its pro rata share of participation interests in USD Swingline Loans.

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“USD Swingline Lender” means (i) Bank of America and (ii) any other USD Revolving Lender that agrees to act as a USD Swingline Lender hereunder, in each case, in its capacity as such, together with any successor in such capacity.

“USD Swingline Loan” has the meaning provided in Section 2.01(a)(iii).

“USD Swingline Note” means the promissory note given to evidence the USD Swingline Loans, as amended, restated, modified, supplemented, extended, renewed or replaced.  A form of USD Swingline Note is attached as Exhibit 2.13-2.

“USD Swingline Sublimit” has the meaning provided in Section 2.01(a)(iii).  The USD Swingline Sublimit is a part of, and not in addition to, the Aggregate USD Revolving Commitments.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance Certificate” has the meaning provided in Section 3.01(e)(ii)(B)(III).

“Wholly Owned” means, with respect to any direct or indirect Subsidiary of any Person, that one hundred percent (100%) of the Capital Stock with ordinary voting power issued by such Subsidiary (other than directors’ qualifying shares and investments by foreign nationals mandated by applicable law) is beneficially owned, directly or indirectly, by such Person.

1.02        Interpretive Provisions.  With reference to this Credit Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

(a)           The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein”, “hereof” and “hereunder”, and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Credit Document to “Articles”, “Sections”, “Exhibits” and “Schedules” shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and property of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights.

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(b)           In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)           Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Credit Document.

1.03        Accounting Terms and Provisions.

(a)           All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for the fiscal year ending December 31, 2011, except as otherwise specifically prescribed herein.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, the effects of FASB ASC 825 (Financial Instruments) and FASB ASC 470-20 (Debt) on financial liabilities shall be disregarded.

(b)           Notwithstanding any provision herein to the contrary, determinations of (i) the applicable Pricing Level under the definition of “Applicable Percentage” and (ii) compliance with the financial covenants shall be made on a Pro Forma Basis.

(c)           To the extent not otherwise described in the financial statements delivered pursuant to Section 7.01(a) or (b) or the other materials and information provided pursuant to Section 7.02, FME will provide a written summary of material changes in GAAP or in the consistent application thereof to the extent that either affects the numeric value of any financial ratio or requirement herein or in any other Credit Document and material changes in accounting policies or financial reporting practices with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(b).  If there is any change in GAAP (or the Borrowers’ adoption of IFRS as provided in Section 1.03(e) below) or in the consistent application thereof after the date hereof that would affect the computation of any financial covenant, ratio or requirement set forth in any Credit Document, and either FME or the Required Lenders shall so request, then the Administrative Agent, the Required Lenders and FME agree to endeavor, in good faith, to agree upon an amendment to this Credit Agreement that would adjust such financial covenants, ratio or requirement in a manner that would preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders), but would allow compliance therewith to be determined in accordance with the most recent financial statements delivered pursuant to Section 7.01(a) or (b), provided that, until so amended (i) such financial covenants, ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement before and after giving effect to such change in GAAP.  Notwithstanding anything contained herein to the contrary, it is understood and agreed that for purposes of this Credit Agreement, operating leases (as determined in accordance with GAAP on the Closing Date) will not be recharacterized as a capital lease or other obligation that would constitute Funded Debt hereunder, except for purposes of financial statement deliveries under Section 7.01.

(d)           For purposes of determining compliance with any levels and tests set forth in Articles VII, VIII and/or IX, amounts shall be converted into Dollars or Euros, as appropriate, on the

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basis of the exchange rates (as shown on Reuters ECB page 37 or, if the same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent, or other exchange rates used in preparing the annual audited financial statements under Section 7.01(a), as appropriate) as in effect on the date of measurement.

(e)           At any time after the Closing Date, FME may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references in the Credit Documents to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Credit Agreement); provided that (1) any such election, once made, shall be irrevocable, (2) FME may not make such election unless all other members of the Consolidated Group simultaneously make such election and (3) FME will provide a reconciliation statement identifying the changes based on application of IFRS.  FME shall give the Administrative Agent at least thirty (30) days prior written notice of any such election.

1.04        Rounding.  Any financial ratios required to be maintained pursuant to this Credit Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05        Exchange Rates; Currency Equivalents.

(a)           The Administrative Agent, the applicable L/C Issuer or the Competitive Bid Agent, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in currencies other than Dollars.  Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.

(b)           Wherever in this Credit Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Fixed LIBOR Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Fixed LIBOR Rate Loan or Letter of Credit is denominated in currencies other than Dollars, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent, the applicable L/C Issuer or the Competitive Bid Agent, as the case may be.

1.06        Additional Alternative Currencies.

(a)           FME may from time to time request that Fixed LIBOR Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars.  In any such case, the request shall be subject to the approval of the Administrative Agent and the respective Lenders, and the L/C Issuer and Swingline Lender, as applicable, in their discretion.

(b)           Any such request shall be made to the Administrative Agent not later than 11:00 a.m., ten (10) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit or Swingline Loans, the applicable L/C Issuer or Swingline Lender, in any such case, in its or their sole discretion).  In the case of any such request pertaining to Fixed LIBOR Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters

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of Credit or Swingline Loans, the Administrative Agent shall promptly notify the applicable L/C Issuer or Swingline Lender, respectively, thereof.  Each Lender (in the case of any such request pertaining to Fixed LIBOR Rate Loans) or the applicable L/C Issuer (in the case of a request pertaining to Letters of Credit) or Swingline Lender (in the case of a request pertaining to Swingline Loans) shall notify the Administrative Agent, not later than 11:00 a.m., seven (7) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Fixed LIBOR Rate Loans, the issuance of Letters of Credit or Swingline Loans, as the case may be, in such requested currency.

(c)           Any failure by a Lender, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be, to permit Fixed LIBOR Rate Loans to be made, Letters of Credit to be issued or Swingline Loans to be made in such requested currency.  If the Administrative Agent and all the Lenders consent to making Fixed LIBOR Rate Loans in such requested currency, the Administrative Agent shall so notify FME and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Fixed LIBOR Rate Loans; if the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify FME and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances, and if the Administrative Agent and the applicable Swingline Lender shall consent to making Swingline Loans in the requested currency, the Administrative Agent shall notify FME and such currency shall thereupon be deemed for all purposes to be an Alternative Currency for any such Swingline Loan Borrowings. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify FME.

1.07        Change of Currency.

(a)           Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption.  If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Credit Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b)           Each provision of this Credit Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c)           Each provision of this Credit Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.08        Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight savings or standard, as applicable).

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1.09        Letter of Credit Amounts.  Unless otherwise specified herein (including, without limitation, as otherwise specified in Sections 1.05(a) and (b)), the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II

COMMITMENTS AND CREDIT EXTENSIONS

2.01        Commitments.

(a)           USD Revolving Commitments.  During the Commitment Period,

(i)            USD Revolving Loans.  The USD Revolving Lenders severally agree to make revolving credit loans (the “USD Revolving Loans”) to the applicable Borrowers in Dollars, from time to time, on any Business Day, in an aggregate principal amount of up to TWO HUNDRED MILLION DOLLARS ($200,000,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the “Aggregate USD Revolving Committed Amount”);

(ii)           USD Letters of Credit.  The USD L/C Issuer, in reliance upon the commitments of the USD Revolving Lenders set forth herein, agrees (I) to issue USD Letters of Credit denominated in Dollars for the account of the applicable Borrowers and other members of the Consolidated Group on any Business Day, (II) to amend or extend USD Letters of Credit previously issued hereunder, and (III) to honor drawings under USD Letters of Credit in an aggregate principal amount up to TWO HUNDRED MILLION DOLLARS ($200,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “USD L/C Sublimit”), provided that (i) the Outstanding Amount of USD L/C Obligations shall not exceed the USD L/C Sublimit, (ii) the Outstanding Amount of all L/C Obligations shall not exceed the L/C Sublimit, and (iii) for any USD L/C Issuer, the Outstanding Amount of USD L/C Obligations shall not exceed the amount of such USD L/C Issuer’s USD L/C Commitment;

(iii)          USD Swingline Loans.  Subject to the terms and conditions set forth herein and in reliance on the agreements of the other USD Revolving Lenders set forth herein, the USD Swingline Lender agrees to make revolving credit loans (the “USD Swingline Loans”) to the applicable Borrowers in Dollars on any Business Day in an aggregate principal amount of up to TWO HUNDRED MILLION DOLLARS ($200,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “USD Swingline Sublimit”), provided that (A) that the Outstanding Amount of USD Swingline Loans shall not exceed the USD Swingline Sublimit, and (B) the USD Swingline Lender shall not be under any obligation to make any USD Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or may have, Fronting Exposure;

and, provided further that, in each case, (A) the Outstanding Amount of USD Revolving Loan Obligations shall not exceed the Aggregate USD Revolving Committed Amount, (B) the Outstanding Amount of USD L/C Obligations plus the Outstanding Amount of Multi-Currency L/C Obligations shall not exceed FOUR HUNDRED MILLION DOLLARS ($400,000,000) (the “L/C Combined Sublimit”), (C) the Outstanding Amount of USD Swingline Loans plus the Outstanding Amount of Multi-Currency

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Swingline Loans shall not exceed TWO HUNDRED MILLION DOLLARS ($200,000,000) (the “Swingline Combined Sublimit”), (D) with regard to each USD Revolving Lender individually, the Outstanding Amount of such Lender’s USD Revolving Commitment Percentage of USD Revolving Loan Obligations shall not exceed its respective USD Revolving Committed Amount, and (E) for any particular Borrower, the Outstanding Amount of all USD Revolving Loan Obligations to or for such Borrower shall not exceed its respective Borrowing Limit.

(iv)          Additional Provisions Relating to USD Revolving Loans.  USD Revolving Loans may consist of Base Rate Loans and Fixed LIBOR Rate Loans, or a combination thereof, as the applicable Borrowers may request, and may be repaid and reborrowed in accordance with the provisions hereof.

(v)           Additional Provisions Relating to USD Letters of Credit.  Subject to the terms and conditions hereof, each applicable Borrower’s ability to obtain USD Letters of Credit for itself or for other members of the Consolidated Group shall be fully revolving, and accordingly each such applicable Borrower may obtain USD Letters of Credit to replace USD Letters of Credit that have expired or that have been drawn upon and reimbursed.

(vi)          Additional Provisions Relating to USD Swingline Loans.  USD Swingline Loans shall be comprised solely of Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof.  Immediately upon the making of a USD Swingline Loan, each USD Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the USD Swingline Lender a participation interest in such USD Swingline Loan in an amount equal to the product of such Lender’s USD Revolving Commitment Percentage thereof.

(b)           Euro Revolving Commitments.  During the Commitment Period,

(i)            the Euro Revolving Lenders severally agree to make revolving credit loans (the “Euro Revolving Loans”) to the applicable Borrowers in Euros, from time to time, on any Business Day, in an aggregate principal amount of up to FIVE HUNDRED MILLION EUROS (€500,000,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the “Aggregate Euro Revolving Committed Amount”);

and, provided that, in each case, (A) the Outstanding Amount of Euro Revolving Loan Obligations shall not exceed the Aggregate Euro Revolving Committed Amount, (B) with regard to each Euro Revolving Lender individually, the Outstanding Amount of such Lender’s Euro Revolving Commitment Percentage of Euro Revolving Loan Obligations shall not exceed its respective Euro Revolving Committed Amount and (C) for any particular Borrower the Outstanding Amount of all Euro Revolving Loan Obligations to or for such Borrower shall not exceed its respective Borrowing Limit.

(ii)           Additional Provisions Relating to Euro Revolving Loans.  Euro Revolving Loans shall consist of Fixed LIBOR Rate Loans, as the applicable Borrowers may request, and may be repaid and reborrowed in accordance with the provisions hereof.

(c)           Multi-Currency Revolving Commitments.  During the Commitment Period,

(i)            Multi-Currency Revolving Loans.  The Multi-Currency Revolving Lenders severally agree to make revolving credit loans (the “Multi-Currency Revolving Loans”) to the applicable Borrowers in Dollars and Alternative Currencies, from time to time, on any Business Day, in an aggregate principal amount of up to FOUR HUNDRED MILLION DOLLARS

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($400,000,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the “Aggregate Multi-Currency Revolving Committed Amount”); and

(ii)           Multi-Currency Letters of Credit.  (A) The Multi-Currency L/C Issuer, in reliance upon the commitments of the Multi-Currency Revolving Lenders set forth herein, agrees (I) to issue Multi-Currency Letters of Credit denominated in Dollars and Alternative Currencies for the account of the applicable Borrowers and other members of the Consolidated Group on any Business Day, (II) to amend or extend Multi-Currency Letters of Credit previously issued hereunder, and (III) to honor drawings under Multi-Currency Letters of Credit; and (B) the Multi-Currency Revolving Lenders severally agree to purchase from the Multi-Currency L/C Issuer a participation interest in the Existing Multi-Currency Letters of Credit and Multi-Currency Letters of Credit issued hereunder in an amount equal to such Lender’s Multi-Currency Revolving Commitment Percentage thereof, in an aggregate principal amount up to FOUR HUNDRED MILLION DOLLARS ($400,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Multi-Currency L/C Sublimit”), provided that (i) the Outstanding Amount of Multi-Currency L/C Obligations shall not exceed the Multi-Currency L/C Sublimit, (ii) the Outstanding Amount of all L/C Obligations shall not exceed the L/C Sublimit,  and (iii) for any Multi-Currency L/C Issuer, the Outstanding Amount of Multi-Currency L/C Obligations shall not exceed the amount of such Multi-Currency L/C Issuer’s Multi-Currency L/C Commitment;

(iii)          Multi-Currency Swingline Loans.  Subject to the terms and conditions set forth herein and in reliance on the agreements of the other Multi-Currency Revolving Lenders set forth herein, the Multi-Currency Swingline Lender agrees to make revolving credit loans (the “Multi-Currency Swingline Loans”) to the applicable Borrowers in Dollars on any Business Day in an aggregate principal amount of up to TWO HUNDRED MILLION DOLLARS ($200,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Multi-Currency Swingline Sublimit”), provided that (A) the Outstanding Amount of Multi-Currency Swingline Loans shall not exceed the Multi-Currency Swingline Sublimit, and (B) the Multi-Currency Swingline Lender shall not be under any obligation to make any Multi-Currency Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or may have, Fronting Exposure;

and, provided further that, in each case, (A) the Outstanding Amount of Multi-Currency Revolving Loan Obligations plus the Outstanding Amount of Competitive Revolving Loans shall not exceed the Aggregate Multi-Currency Revolving Committed Amount, (B) the Outstanding Amount of USD L/C Obligations plus the Outstanding Amount of Multi-Currency L/C Obligations shall not exceed the L/C Combined Sublimit, (C) the Outstanding Amount of USD Swingline Loans plus the Outstanding Amount of Multi-Currency Swingline Loans shall not exceed the Swingline Combined Sublimit, (D) with regard to each Multi-Currency Revolving Lender individually, the Outstanding Amount of such Lender’s Multi-Currency Revolving Commitment Percentage of Multi-Currency Revolving Loan Obligations shall not exceed its respective Multi-Currency Revolving Committed Amount, and (E) for any particular Borrower, the Outstanding Amount of all Multi-Currency Revolving Loan Obligations to or for such Borrower will not exceed its respective Borrowing Limit.

(iv)          Additional Provisions Relating to Multi-Currency Revolving Loans.  Multi-Currency Revolving Loans shall consist of Fixed LIBOR Rate Loans and, solely for Loans denominated in Dollars, Base Rate Loans, or a combination thereof, as the applicable Borrowers may request, and may be repaid and reborrowed in accordance with the provisions hereof.

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(v)           Additional Provisions Relating to Multi-Currency Swingline Loans.  Multi-Currency Swingline Loans shall be comprised solely of Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof.  Immediately upon the making of a Multi-Currency Swingline Loan, each Multi-Currency Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Multi-Currency Swingline Lender a participation interest in such Multi-Currency Swingline Loan in an amount equal to the product of such Lender’s Multi-Currency Revolving Commitment Percentage thereof.

(vi)          Additional Provisions Relating to Multi-Currency Letters of Credit.  Subject to the terms and conditions hereof, each applicable Borrower’s ability to obtain Multi-Currency Letters of Credit shall be fully revolving, and accordingly each such applicable Borrower may obtain Multi-Currency Letters of Credit to replace Multi-Currency Letters of Credit that have expired or that have been drawn upon and reimbursed.  Existing Multi-Currency Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

(d)           Competitive Revolving Loans.  During the Commitment Period, any Borrower or Borrowers may request the Revolving Lenders to submit offers to make loans, issue letters of credit or bank guaranties, or make other financial accommodations (collectively, the “Competitive Revolving Loans”) in Dollars, Euros, Alternative Currencies or other currencies; provided that (i) the aggregate principal amount of Competitive Revolving Loans shall not exceed TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Competitive Revolving Loan Maximum Amount”), and (ii) the Outstanding Amount of Multi-Currency Revolving Loan Obligations plus the Outstanding Amount of Competitive Revolving Loans shall not exceed the Aggregate Multi-Currency Revolving Committed Amount.  Competitive Revolving Loans may be comprised of Fixed LIBOR Margin Bid Loans and Absolute Rate Loans, or a combination thereof, as the applicable Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof.  There shall not be more than five separate Competitive Revolving Loans outstanding at any time.

(e)           Tranche A Term Loan.  On the Closing Date, each of the Tranche A Term Loan Lenders severally agrees to make its portion of a term loan (in the amount of its respective Tranche A Term Loan Committed Amount) in a single advance in Dollars, in an aggregate principal amount of TWO BILLION SIX HUNDRED MILLION DOLLARS ($2,600,000,000) (the “Tranche A Term Loan”), to the applicable Borrowers, jointly and severally, as borrowers therefor.  The Tranche A Term Loan may consist of Base Rate Loans, Fixed LIBOR Rate Loans or a combination thereof, as such Borrower may request.  The aggregate principal amount of the Tranche A Term Loan may be increased as provided in Section 2.01(f).  Amounts repaid on the Tranche A Term Loan may not be reborrowed.

(f)            Incremental Loan Facilities.  At any time on or after the Closing Date, the Borrowers may, on written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Loan Facilities”) by increasing the aggregate commitments under the existing revolving credit facilities, increasing the amount of existing term loans or establishing new revolving credit and term loan facilities; provided that:

(i)            the aggregate principal amount of loans and commitments for all the Incremental Loan Facilities established after the Closing Date will not exceed $600 million (or the Dollar Equivalent thereof);

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(ii)           no Default or Event of Default shall exist immediately before or immediately after giving effect thereto (assuming that all commitments are fully drawn) and the conditions to the making of Credit Extensions under Section 5.02 have been satisfied;

(iii)          the lenders providing commitments for the Incremental Loan Facilities must be Eligible Assignees and otherwise reasonably acceptable to the Administrative Agent and will provide lender joinder agreements or other agreements reasonably satisfactory to the Administrative Agent giving effect to the Incremental Loan Facilities;

(iv)          if loans are outstanding under a respective credit facility at the time of any such increase, the Borrowers will make such payments and adjustments on the subject Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary and appropriate to give effect to the revised commitment amounts and percentages, it being agreed that the Administrative Agent shall, in consultation with the Borrowers, manage the allocation of the revised Commitment Percentages to the existing Fixed LIBOR Rate Loans in such a manner as to minimize the amounts so payable by the Borrowers;

(v)           in the case of an increase in a term loan amount after the first principal amortization payment date, adjustments will be made to the schedule of amortization payments provided therefor, as appropriate, to give effect thereto such that the interest of Lenders in such principal amortization payments will not be less than would have been received if the Incremental Loan Facilities had not been established;

(vi)          the Borrowers will provide (A) a compliance certificate from a Responsible Officer confirming that no Default or Event of Default shall exist immediately before or after giving effect to the establishment of the Incremental Loan Facilities and demonstrating compliance with the financial covenants hereunder  after giving effect to the Incremental Loan Facilities, assuming in each case, that all commitments, including the existing Commitments and those being established, are fully drawn, (B) confirmation that the Incremental Loan Facilities constitute “Senior Indebtedness” under any Subordinated Debt and (C) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing commitments for the Incremental Loan Facilities;

(vii)         payment by the Borrowers of upfront fees, arrangement fees and other fees, if any, payable in respect of the Incremental Loan Facilities; and

(viii)        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.

In connection with the establishment of any Incremental Loan Facility, (A) none of the Lenders, nor any of the Arrangers, shall have any obligation to provide commitments or loans for any Incremental Loan Facility without their prior written approval and (B) Schedule 2.01 hereto will be revised to reflect the Lenders, Loans, Commitments, committed amounts and Commitment Percentages after giving effect to the establishment of any Incremental Loan Facility.

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2.02        Borrowings, Conversions and Continuations.

(a)           Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Fixed LIBOR Rate Loans shall be made upon a Borrower’s irrevocable notice to the Administrative Agent by delivery to the Administrative Agent of a written Loan Notice. Each such irrevocable notice must be received by the Administrative Agent not later than:

(i)            USD Revolving Loans.  (A) 1:00 p.m. on the day of the requested Borrowing, in the case of a Borrowing of, or conversion into, USD Revolving Loans that are Base Rate Loans; and (B) 11:30 a.m. three Business Days prior to the requested date of a Borrowing of, or conversion into, USD Revolving Loans that are Fixed LIBOR Rate Loans.

(ii)           Euro Revolving Loans.  11:30 a.m. four Business Days prior to the requested date of a Borrowing of, or conversion into, Euro Revolving Loans that are Fixed LIBOR Rate Loans.

(iii)          Multi-Currency Revolving Loans.  (A) 11:30 a.m. on the day of the requested Borrowing, in the case of a Borrowing of, or conversion into, Multi-Currency Revolving Loans in Dollars that are Base Rate Loans; (B) 11:30 a.m. three Business Days prior to the requested date of a Borrowing of, or conversion into, Multi-Currency Revolving Loans in Dollars that are Fixed LIBOR Rate Loans, (C) 11:30 a.m. four Business Days prior to the requested date of a Borrowing of, or conversion into, Multi-Currency Revolving Loans in currencies other than Special Notice Currencies, and (D) 11:30 a.m. five Business Days prior to the requested date of a Borrowing of, or conversion into, Multi-Currency Revolving Loans in Special Notice Currencies.

(iv)          Term Loans.  (A) 1:00 p.m. on the day of the requested Borrowing, in the case of a Borrowing of, or conversion into, Term Loans in Dollars that are Base Rate Loans; and (B) 11:30 a.m. three Business Days prior to the requested date of a Borrowing of, or conversion into, Term Loans in Dollars that are Fixed LIBOR Rate Loans.

(b)           Except as provided in Sections 2.03(c) and 2.04(a), each Borrowing, conversion or continuation shall be a minimum principal amount of:

(i)            USD Revolving Loans.  (A) $500,000 and whole multiples of $100,000 in excess thereof in the case of USD Revolving Loans that are Base Rate Loans, and (B) $2 million and whole multiples of $1 million in excess thereof in the case of USD Revolving Loans that are Fixed LIBOR Rate Loans.

(ii)           Euro Revolving Loans.  €5 million and whole multiples of €500,000 in excess thereof in the case of Euro Revolving Loans.

(iii)          Multi-Currency Revolving Loans.  $1 million and whole multiples of $500,000 in excess thereof in the case of Multi-Currency Revolving Loans.

(iv)          Term Loans.  $5 million and whole multiples of $1 million in excess thereof in the case of Term Loans.

Each Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower’s request is with respect to USD Revolving Loans, Euro Revolving Loans, Multi-Currency Revolving Loans or Tranche A Term Loan, (ii) whether such request is for a Borrowing, conversion, or continuation, (iii) the requested date of such Borrowing, conversion or continuation (which shall be a

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Business Day), (iv) the principal amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed, converted or continued, (vi) if applicable, the duration of the Interest Period with respect thereto and (vii) the currency of the Loans to be borrowed.  If a Borrower fails to specify a currency in a Loan Notice for Loans (other than Euro Revolving Loans) requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in currencies other than Dollars, such Loans shall be continued as Fixed LIBOR Rate Loans in their original currency with an Interest Period of one month.  Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Fixed LIBOR Rate Loans.  If a Borrower requests a Borrowing of, conversion to, or continuation of Fixed LIBOR Rate Loans in any Loan Notice, but fails to specify an Interest Period, the Interest Period will be deemed to be one month.  No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.

(c)           Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its pro rata share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by a Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection.  In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the Applicable Currency not later than 1:00 p.m. (or 2 hours after delivery of the Loan Notice by the Borrower as provided above, if later), in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in currencies other than Dollars, in each case on the Business Day specified in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided, however, that if, on the date of such Borrowing denominated in Dollars there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to such Borrower as provided above.

(d)           Except as otherwise provided herein, without the consent of the Applicable Required Lenders, (i) a Fixed LIBOR Rate Loan may be continued or converted only on the last day of an Interest Period for such Fixed LIBOR Rate Loan and (ii) any conversion into, or continuation as, a Fixed LIBOR Rate Loan denominated in Dollars may be made only if the conditions to Credit Extensions in Section 5.02 have been satisfied.  During the existence of a Default or Event of Default, without the consent of the Applicable Required Lenders, (i) Base Rate Loans may not be converted into Fixed LIBOR Rate Loans, and (ii) Fixed LIBOR Rate Loans denominated in Dollars may not be requested, and may not be continued as Fixed LIBOR Rate Loans, and any such Fixed LIBOR Rate Loans denominated in Dollars shall be converted to Base Rate Loans on the last date of the Interest Period with respect thereto.

(e)           The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Fixed LIBOR Rate Loans upon determination of such interest rate.  The determination of the Fixed LIBOR Rate by the Administrative Agent shall be

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conclusive in the absence of manifest error.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(f)            After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, at any time there shall not be more than (i) ten (10) Interest Periods in effect, in the case of USD Revolving Loans, (ii) ten (10) Interest Periods in effect, in the case of Euro Revolving Loans, (iii) ten (10) Interest Periods in effect, in the case of Multi-Currency Revolving Loans, (iv) ten (10) Interest Periods in effect, in the case of the Tranche A Term Loan, and (v) the number of Interest Periods for any Incremental Loan Facility provided in the joinder agreement therefor, or if not provided, five Interest Periods.

Each Lender, at its option, may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan.

2.03        Additional Provisions with respect to Letters of Credit.

(a)           Obligation to Issue or Amend.

(i)            The L/C Issuers shall not issue any Letter of Credit if:

(A)          subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Applicable Required Lenders have approved such expiry date; or

(B)          the expiry date of the requested Letter of Credit would occur after the L/C Expiration Date, unless all the respective Lenders have approved such expiry date;

(ii)           The L/C Issuers shall not be under any obligation to issue any Letter of Credit if:

(A)          any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing the Letter of Credit, or any Law applicable to applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the applicable L/C Issuer in good faith deems material to it;

(B)          the issuance of the Letter of Credit would violate any Law or one or more policies of the applicable L/C Issuer applicable to letters of credit generally;

(C)          except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $500,000;

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(D)          except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than (i) Dollars, in the case of Letters of Credit issued under the USD Revolving Commitments, and (ii) Dollars or Alternative Currencies, in the case of Letters of Credit issued under the Multi-Currency Revolving Commitments;

(E)           the applicable L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or

(F)           any Lender is at such time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including delivery of Cash Collateral, satisfactory to the L/C Issuer in (its sole discretion) with the Borrowers or such Defaulting Lender to eliminate L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iii)          The L/C Issuers shall not be under any obligation to amend any Letter of Credit if:

(A)          the applicable L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof; or

(B)          the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(iv)          The L/C Issuers shall act on behalf of the Lenders with respect to any Letters of Credit issued by them and the documents associated therewith, and the L/C Issuers shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of Credit issued by them or proposed to be issued by them and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

(b)           Procedures for Issuance and Amendment; Auto-Extension Letters of Credit.

(i)            Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible Officer.  L/C Applications may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer.  Such L/C Application must be received by the applicable L/C Issuer and the Administrative Agent (not later than (A) 11:00 a.m. at least two Business Days prior to the proposed date of the issuance, extension or amendment, in the case of Letters of Credit denominated in Dollars, and (B) 11:00 a.m. at least five Business Days prior to the proposed date of the issuance, extension or amendment, in the case of Letters of Credit denominated in currencies other than Dollars (or, in each case, such later date and time as the applicable L/C Issuer and the Administrative Agent may agree in a particular instance in their sole discretion).  In the case of a request for an initial issuance of a Letter of

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Credit, such L/C Application shall specify in form and detail satisfactory to the applicable L/C Issuer:  (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit and (H) such other matters as the applicable L/C Issuer may require.  In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable L/C Issuer may require.  Additionally, such Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may require.

(ii)           Promptly after receipt of any L/C Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the applicable Borrower and, if not, the applicable L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the applicable L/C Issuer has received written notice from the Administrative Agent, any Lender or any Credit Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, the applicable L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower (or Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the applicable L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to such Lender’s pro rata share thereof.

(iii)          If a Borrower so requests in any applicable L/C Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the applicable L/C Issuer, such Borrower shall not be required to make a specific request to such L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Expiration Date; provided, however, that the applicable L/C Issuer shall not permit any such extension if (A) the applicable L/C Issuer has determined that it would not be permitted or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required USD Revolving Lenders or Required Multi-Currency Revolving Lenders, as appropriate,  have elected not to

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permit such extension or (2) from the Administrative Agent, any USD Revolving Lender or Multi-Currency Revolving Lender, as appropriate, or any Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each case directing the applicable L/C Issuer not to permit such extension.

(iv)          If a Borrower so requests in any applicable L/C Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”).  Unless otherwise directed by the applicable L/C Issuer, such Borrower shall not be required to make a specific request to the applicable L/C Issuer to permit such reinstatement.  Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit.  Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the applicable L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the applicable L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required USD Revolving Lenders or Required Multi-Currency Revolving Lenders, as appropriate, have elected not to permit such reinstatement or (B) from the Administrative Agent, any USD Revolving Lender or Multi-Currency Revolving Lender, as appropriate, or any Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the applicable L/C Issuer not to permit such reinstatement.

(v)           Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)           Drawings and Reimbursements; Funding of Participations.

(i)            Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under any Letter of Credit, the applicable L/C Issuer shall notify the applicable Borrower and the Administrative Agent thereof.  In the case of a Letter of Credit denominated in a currency other than Dollars, the applicable Borrower shall reimburse the applicable L/C Issuer in the same such currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, such Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that such Borrower will reimburse such L/C Issuer in Dollars.  In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in a currency other than Dollars, the applicable L/C Issuer shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.  Not later than 11:00 a.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in a currency other than Dollars (each such date, an “Honor Date”), the applicable Borrower shall reimburse the applicable L/C

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Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the Applicable Currency.  If the applicable Borrower fails to so reimburse the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each applicable Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “L/C Unreimbursed Amount”), and the amount of such Lender’s pro rata share thereof.  In such event, the applicable Borrower shall be deemed to have requested a Borrowing of Base Rate Loans or Fixed LIBOR Rate Loans with an Interest Period of one month, as appropriate, to be disbursed on the Honor Date in an amount equal to the L/C Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for such Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice).  Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)           Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its pro rata share of the L/C Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each of the respective Lenders that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan or Fixed LIBOR Rate Loan with an Interest Period of one month, as appropriate, to the respective Borrower in such amount.  The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in the Applicable Currency (or, if requested by the applicable L/C Issuer, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate as of the funding date).

(iii)          With respect to any L/C Unreimbursed Amount that is not fully refinanced by a Borrowing because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the L/C Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the applicable Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)          Until each respective Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s pro rata share of such amount shall be solely for the account of the applicable L/C Issuer.

(v)           Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuers for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against any L/C Issuer, any Borrower or any other Person for any reason

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whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section is subject to the conditions set forth in Section 5.02 (other than delivery of a Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrowers to reimburse the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)          If any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Credit Agreement, the applicable L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the applicable L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the applicable L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)           Repayment of Participations.

(i)            At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the applicable L/C Issuer any payment in respect of the related L/C Unreimbursed Amount or interest thereon (whether directly from a Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its pro rata share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)           If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the applicable L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the applicable L/C Issuer its pro rata share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Overnight Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Credit Agreement.

(e)           Obligations Absolute.  The obligation of each Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Credit Agreement under all circumstances, including the following:

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(i)any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any other Credit Document;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that a Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;

(v)honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi)any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(vii)any payment by an L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by an L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(viii)any adverse change in the relevant exchange rates or in the availability of the relevant currency to the Borrowers or any Subsidiary or in the relevant currency markets generally; or

(ix)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Subsidiary.

Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to such Borrower and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will immediately notify the applicable L/C Issuer.  A Borrower shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of the L/C Issuers in such Capacity.  Each of the Lenders and the Borrowers agrees that, in paying any drawing under a Letter of Credit, the L/C Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the

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Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Applicable Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to such Borrower’s use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude such Borrower from pursuing such rights and remedies as such Borrower may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, a Borrower may have a claim against an L/C Issuer, and the applicable L/C Issuer may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower that such Borrower proves were caused by the applicable L/C Issuer’s willful misconduct or gross negligence or the applicable L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason.  The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g)Applicability of ISP.  Unless otherwise expressly agreed by the L/C Issuer and a Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Multi-Currency Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit.  Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrowers shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Credit Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade International Financial Services Association (BAFT IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(h)Letters of Credit Issued for Members of Consolidated Group.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, any Subsidiary, the applicable Borrower shall be obligated to reimburse the applicable L/C Issuer for any and all drawings under such Letter of Credit.  Each applicable Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any Subsidiary inures to the benefit of such applicable Borrower, and that such applicable Borrower’s business derives substantial benefits from the businesses of such Subsidiary.

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(i)Letter of Credit Fees.  The Borrowers shall pay Letter of Credit fees as set forth in Section 2.09(b).

(j)Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

2.04Additional Provisions with respect to Swingline Loans.

(a)Borrowing Procedures.

(i)USD Swingline Loans.  Each USD Swingline Borrowing shall be made in Dollars upon a Borrower’s irrevocable notice to the USD Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the USD Swingline Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the USD Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower.  Promptly after receipt by the USD Swingline Lender of any telephonic Loan Notice, the USD Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the USD Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the USD Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any USD Revolving Lender) prior to 3:00 p.m. on the date of the proposed USD Swingline Borrowing (A) directing the USD Swingline Lender not to make such USD Swingline Loan as a result of the limitations set forth in this Article II, or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the USD Swingline Lender will, not later than 4:00 p.m. on the borrowing date specified in such Loan Notice, make the amount of its USD Swingline Loan available to the applicable Borrower at its office by crediting the account of such Borrower on the books of the USD Swingline Lender in immediately available funds.

(ii)Multi-Currency Swingline Loans.  Each Multi-Currency Swingline Borrowing shall be made in Dollars upon a Borrower’s irrevocable notice to the Multi-Currency Swingline Lender and the Administrative Agent which may be given by telephone.  Each such notice must be received by the Multi-Currency Swingline Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify the amount to be borrowed, which shall be a minimum of $100,000 and integral multiples in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery of the executed notice to the Multi-Currency Swingline Lender.  Unless the Multi-Currency Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Multi-Currency Revolving Lender) prior to 3:00 p.m. on the date of the proposed Multi-Currency Swingline Borrowing (A) directing the Multi-Currency Swingline Lender not to make such Multi-Currency Swingline Loan as a result of the limitations set forth in this Article II, or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Multi-Currency Swingline Lender will, not later than 4:00 p.m. on the borrowing date specified in such Loan Notice, make the amount of its Multi-Currency Swingline Loan available to the applicable Borrower at its office by crediting the account of such Borrower on the books of the

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Multi-Currency Swingline Lender (or otherwise transfer amounts per the Borrower’s payment instructions) in immediately available funds.

(b)Refinancing.

(i)USD Swingline Loans.

(A)The USD Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrowers (which hereby irrevocably authorizes the USD Swingline Lender to so request on its behalf), that each USD Revolving Lender make a USD Revolving Loan that is a Base Rate Loan or a Fixed LIBOR Rate Loan with an Interest Period of one month, as appropriate, in an amount equal to such Lender’s pro rata share of USD Swingline Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein, but subject to the unutilized portion of the Aggregate USD Revolving Commitments and the conditions set forth in Section 5.02.  The USD Swingline Lender shall furnish the applicable Borrowers with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent.  Each USD Revolving Lender shall make an amount equal to its pro rata share of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply for Cash Collateral available with respect to the applicable Swingline Loan) for the account of the USD Swingline Lender at the Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(i)(B), each USD Revolving Lender that so makes funds available shall be deemed to have made a USD Revolving Loan that is a Base Rate Loan or a Fixed LIBOR Rate Loan with an Interest Period of one month, as appropriate, in such amount.  The Administrative Agent shall remit the funds so received to the USD Swingline Lender.

(B)If for any reason any USD Swingline Loan cannot be refinanced by such a Borrowing of USD Revolving Loans in accordance with Section 2.04(b)(i)(A), the request for USD Revolving Loans submitted by the USD Swingline Lender as set forth herein shall be deemed to be a request by the USD Swingline Lender that each of the USD Revolving Lenders fund its risk participation in the relevant USD Swingline Loan and each USD Revolving Lender’s payment to the Administrative Agent for the account of the USD Swingline Lender pursuant to Section 2.04(c)(i)(A) shall be deemed payment in respect of such participation.

(C)If any USD Revolving Lender fails to make available to the Administrative Agent for the account of the USD Swingline Lender any amount required to be paid by such USD Revolving Lender pursuant to the foregoing provisions of this Section 2.04(b)(i) by the time specified in Section 2.04(b)(i)(A), the USD Swingline Lender shall be entitled to recover from such USD Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the USD Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the USD Swingline Lender in connection with the foregoing.  If such USD Revolving Lender pays such amount (with interest and fees as aforesaid),

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the amount so paid shall constitute such Lender’s USD Revolving Loan included in the relevant Borrowing or funded participation in the relevant USD Swingline Loan, as the case may be.  A certificate of the USD Swingline Lender submitted to any USD Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (C) shall be conclusive absent manifest error.

(D)Each USD Revolving Lender’s obligation to make USD Revolving Loans or to purchase and fund risk participations in USD Swingline Loans pursuant to this Section 2.04(b)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the USD Swingline Lender, any Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuance of a Default or Event of Default, (3) non-compliance with the conditions set forth in Section 5.02, or (4) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided however, that each USD Revolving Lender’s obligation to make Loans pursuant to this Section 2.04(b)(i) is subject to the conditions set forth in Section 5.02.  No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay USD Swingline Loans, together with interest as provided herein.

(ii)Multi-Currency Swingline Loans.

(A)The Multi-Currency Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrowers (which hereby irrevocably authorizes the Multi-Currency Swingline Lender to so request on its behalf), that each Multi-Currency Revolving Lender make a Multi-Currency Revolving Loan in Dollars that is a Base Rate Loan or a Fixed LIBOR Rate Loan with an Interest Period of one month, as appropriate, in an amount equal to such Lender’s pro rata share of Multi-Currency Swingline Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein, but subject to the unutilized portion of the Aggregate Multi-Currency Revolving Commitments and the conditions set forth in Section 5.02.  The Multi-Currency Swingline Lender shall furnish the applicable Borrowers with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Multi-Currency Revolving Lender shall make an amount equal to its pro rata share of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds for the account of the Multi-Currency Swingline Lender at (i) the Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii)(B), each Multi-Currency Revolving Lender that so makes funds available shall be deemed to have made a Multi-Currency Revolving Loan that is a Base Rate Loan or a Fixed LIBOR Rate Loan with an Interest Period of one month, as appropriate, in such amount.  The Administrative Agent shall remit the funds so received to the Multi-Currency Swingline Lender.

(B)If for any reason any Multi-Currency Swingline Loan cannot be refinanced by such a Borrowing of Multi-Currency Revolving Loans in accordance with Section 2.04(b)(ii)(A), the request for Multi-Currency Revolving Loans submitted by the Multi-Currency Swingline Lender as set forth herein shall be deemed to be a request by the Multi-Currency Swingline Lender that each of the Multi-Currency Revolving Lenders

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fund its risk participation in the relevant Multi-Currency Swingline Loan and each Multi-Currency Revolving Lender’s payment to the Administrative Agent for the account of the Multi-Currency Swingline Lender pursuant to Section 2.04(c)(ii)(A) shall be deemed payment in respect of such participation.

(C)If any Multi-Currency Revolving Lender fails to make available to the Administrative Agent for the account of the Multi-Currency Swingline Lender any amount required to be paid by such Multi-Currency Revolving Lender pursuant to the foregoing provisions of this Section 2.04(b)(ii) by the time specified in Section 2.04(b)(ii)(A), the Multi-Currency Swingline Lender shall be entitled to recover from such Multi-Currency Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Multi-Currency Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Multi-Currency Swingline Lender in connection with the foregoing.  If such Multi-Currency Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Multi-Currency Revolving Loan included in the relevant Borrowing or funded participation in the relevant Multi-Currency Swingline Loan, as the case may be.  A certificate of the Multi-Currency Swingline Lender submitted to any Multi-Currency Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (C) shall be conclusive absent manifest error.

(D)Each Multi-Currency Revolving Lender’s obligation to make Multi-Currency Revolving Loans or to purchase and fund risk participations in Multi-Currency Swingline Loans pursuant to this Section 2.04(b)(ii) shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Multi-Currency Swingline Lender, any Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuance of a Default or Event of Default, or (3) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided however, that each Multi-Currency Revolving Lender’s obligation to make Loans pursuant to this Section 2.04(b)(ii) is subject to the conditions set forth in Section 5.02.  No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Multi-Currency Swingline Loans, together with interest as provided herein.

(c)Repayment of Participations.

(i)USD Swingline Loans.

(A)At any time after any USD Revolving Lender has purchased and funded a risk participation in a USD Swingline Loan, if the USD Swingline Lender receives any payment on account of such USD Swingline Loan, the USD Swingline Lender will distribute to such Lender its pro rata share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the USD Swingline Lender.

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(B)If any payment received by the USD Swingline Lender in respect of principal or interest on any USD Swingline Loan is required to be returned by the USD Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the USD Swingline Lender in its discretion), each USD Revolving Lender shall pay to the USD Swingline Lender its pro rata share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Overnight Rate.  The Administrative Agent will make such demand upon the request of the USD Swingline Lender.  The obligations of the USD Revolving Lenders under this clause shall survive the payment in full of the USD Revolving Loan Obligations and the termination of this Credit Agreement.

(ii)Multi-Currency Swingline Loans.

(A)At any time after any Multi-Currency Revolving Lender has purchased and funded a risk participation in a Multi-Currency Swingline Loan, if the Multi-Currency Swingline Lender receives any payment on account of such Multi-Currency Swingline Loan, the Multi-Currency Swingline Lender will distribute to such Lender its pro rata share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Multi-Currency Swingline Lender.

(B)If any payment received by the Multi-Currency Swingline Lender in respect of principal or interest on any Multi-Currency Swingline Loan is required to be returned by the Multi-Currency Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Multi-Currency Swingline Lender in its discretion), each Multi-Currency Revolving Lender shall pay to the Multi-Currency Swingline Lender its pro rata share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Overnight Rate.  The Administrative Agent will make such demand upon the request of the Multi-Currency Swingline Lender.  The obligations of the Multi-Currency Revolving Lenders under this clause shall survive the payment in full of the Multi-Currency Revolving Loan Obligations and the termination of this Credit Agreement.

(d)Interest for Account of Swingline Lender.  The Swingline Lender shall be responsible for invoicing the Borrowers for interest on the Swingline Loans.  Until each Lender funds its Revolving Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s pro rata share of any Swingline Loan, interest in respect thereof shall be solely for the account of the Swingline Lender.

(e)Payments Directly to Swingline Lender.  The Borrowers shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

2.05Repayment of Loans.

(a)Revolving Loans.  The Outstanding Amount of Revolving Loans shall be repaid in full on the Revolving Termination Date.

(b)USD Swingline Loans.  The Outstanding Amount of USD Swingline Loans shall be repaid in full on the earlier to occur of (i) the date of demand by the USD Swingline Lender, and (ii) the Revolving Termination Date.

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(c)Multi-Currency Swingline Loans.  The Outstanding Amount of Multi-Currency Swingline Loans shall be repaid in full on the earliest to occur of (i) the date ten Business Days after the loan is made, (ii) the date of demand by the Multi-Currency Swingline Lender, and (iii) the Revolving Termination Date.

(d)Tranche A Term Loan.  The principal amount of the Tranche A Term Loan shall be repaid in eighteen (18) consecutive quarterly installments on the last Business Day of each July, October, January and April, beginning July 30, 2013 and ending on October 30, 2017 (the “Tranche A Term Loan Maturity Date”) when the remaining principal amount will be due and payable in full.  The first seventeen installments will each be in the principal amount of Fifty Million Dollars ($50,000,000) and the eighteenth (18th) and final installment on the Tranche A Term Loan Maturity Date will be in the remaining principal amount of the Tranche A Term Loan.

(e)Incremental Loan Facilities.  The principal amount of any Incremental Loan Facility established hereunder shall be as provided in the Incremental Loan Facility Joinder Agreement pursuant to which such loan is established.

2.06Prepayments.

(a)Voluntary Prepayments.  The Loans may be repaid in whole or in part without premium or penalty (except, in the case of Loans other than Base Rate Loans, amounts payable pursuant to Section 3.05); provided that:

(i)in the case of Loans other than Swingline Loans, (A) notice thereof must be received by 12:00 noon by the Administrative Agent at least

(1)three Business Days prior to the date of prepayment of Fixed LIBOR Rate Loans denominated in Dollars, and shall be in a minimum principal amount of $1 million and whole multiples of $1 million;

(2)four Business Days prior to the date of prepayment of Fixed LIBOR Rate Loans denominated in currencies other than Dollars and Special Notice Currencies, and shall be a minimum principal amount of the equivalent of $1 million and whole multiples of $1 million, in the case of Loans other than Euro Revolving Loans, and €1 million and whole multiples of €1 million, in the case of Euro Revolving Loans;

(3)five Business Days prior to the date of prepayment of Fixed LIBOR Rate Loans denominated in Special Notice Currencies, and shall be in a minimum principal amount of the equivalent of $1 million and whole multiples of $1 million;

(4)one Business Day prior to of the date of prepayment of Base Rate Loans, and shall be in a minimum principal amount of $1 million and whole multiples of $1 million; and

or, in any such case, the entire remaining principal amount thereof, if less;

(ii)in the case of USD Swingline Loans, (A) notice thereof must be received by the USD Swingline Lender by 2:00 p.m. on the date of prepayment (with a copy to the Administrative Agent), and (B) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the USD Swingline Lender); and

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(iii)in the case of Multi-Currency Swingline Loans, (A) notice thereof must be received by the Multi-Currency Swingline Lender by 10:00 a.m. on the date of prepayment, and (B) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or lesser amount that may be acceptable to the Multi-Currency Swingline Lender);

Each such notice of voluntary prepayment hereunder shall be irrevocable and shall specify the date and amount of prepayment and the Loans and Type(s) of Loans that are being prepaid and, if Fixed LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans.  The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein.  If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Prepayments of Fixed LIBOR Rate Loans hereunder shall be accompanied by accrued interest on the amount prepaid and breakage or other amounts due, if any, under Section 3.05.

(b)Mandatory Prepayments.

(i)Revolving Commitments.  If at any time (A) the Outstanding Amount of Multi-Currency Revolving Loan Obligations and Competitive Revolving Loans shall exceed the Aggregate Multi-Currency Revolving Committed Amount, (B) the Outstanding Amount of USD L/C Obligations plus the Outstanding Amount of Multi-Currency L/C Obligations shall exceed the L/C Combined Sublimit, (C) the Outstanding Amount of USD Swingline Loans plus the Outstanding Amount of Multi-Currency Swingline Loans shall exceed the Swingline Combined Sublimit, (D) the Outstanding Amount of USD Revolving Loan Obligations shall exceed the Aggregate USD Revolving Committed Amount, (E) the Outstanding Amount of Euro Revolving Loan Obligations shall exceed the Aggregate Euro Revolving Committed Amount, (F) the Outstanding Amount of USD L/C Obligations shall exceed the USD L/C Sublimit, (G) the Outstanding Amount of USD Swingline Loans shall exceed the USD Swingline Sublimit, (H) the Outstanding Amount of Multi-Currency Swingline Loans shall exceed the Multi-Currency Swingline Sublimit, (I) the aggregate principal amount of Revolving Loan Obligations owing by any Borrower shall exceed its respective Borrowing Limit, or (J) the Outstanding Amount of Competitive Revolving Loans shall exceed the Competitive Revolving Loan Maximum Amount, then the applicable Borrowers shall make an immediate prepayment on or in respect of the respective Revolving Loan Obligations in an amount equal to the difference; provided, however, that, except with respect to clauses (B) and (F) above, L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and Swingline Loans in respect thereof have been paid in full.

(ii)Dispositions.  Prepayment will be made on the Loan Obligations on the Business Day following receipt of any Net Cash Proceeds required to be prepaid pursuant to the terms of clauses (A) and (B) hereof in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received from any Disposition by any member of the Consolidated Group (other than in connection with a Disposition permitted by Section 8.05(a) or (g), a Securitization Transaction permitted by Section 8.01(f), or Sale and Leaseback Transaction permitted by Section 8.05(d) or any Disposition to another member of the Consolidated Group permitted by subsections (e) or (f) of Section 8.05) to the extent (A) such proceeds are not reinvested in the same or similar properties or assets within twelve months of the date of such Disposition and (B) the aggregate amount of such proceeds that are not reinvested in accordance with clause (A) hereof exceeds $20 million in any fiscal year.

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(iii)Debt Transactions.  Prepayment will be made on the Loan Obligations in an amount equal to fifty percent (50%) of the Net Cash Proceeds from any Debt Transactions on the Business Day following receipt thereof (but excluding any refinancings unless Net Cash Proceeds are generated therefrom) occurring after the Closing Date.

(c)Application.  Within each Loan, prepayments will be applied first to Base Rate Loans, then to Fixed LIBOR Rate Loans in direct order of Interest Period maturities.  In addition:

(i)Voluntary Prepayments.  Voluntary prepayments on the Term Loans may be applied to the Tranche A Term Loan or any other Term Loan established hereunder as the Borrower may direct; provided that any such prepayment on a Term Loan will be applied to such Term Loan, first, in forward order of maturity to the principal amortization payments coming due within the next twelve months in direct order of maturity and, second, pro rata to the remaining principal amortization installments on such Term Loan, as the case may be.  Voluntary prepayments will be paid by the Administrative Agent to the Lenders ratably in accordance with their respective interests therein.

(ii)Mandatory Prepayments.  Mandatory prepayments on the Loan Obligations will be paid by the Administrative Agent to the Lenders ratably in accordance with their respective interests therein; provided that:

(A)Mandatory prepayments in respect of the Revolving Commitments under subsection (b)(i) above shall be applied to the respective Revolving Loan Obligations as appropriate.

(B)Mandatory prepayments in respect of Dispositions under subsection (b)(ii), and Debt Transactions under subsection (b)(iii), shall be applied pro rata to the Term Loans with application, first, in forward order to the principal amortization payments coming due within the next twelve months in direct order of maturity and, second, pro rata to the remaining principal amortization installments on such Term Loan, as the case may be, until paid in full, then to the Revolving Loan Obligations.

2.07Termination or Reduction of Commitments.

(a)Voluntary Reductions.  The Borrowers may, upon notice to the Administrative Agent, terminate or permanently reduce, in whole or in part, the aggregate amount of USD Revolving Commitments, Euro Revolving Commitments and/or the Multi-Currency Revolving Commitments hereunder by notice to the Administrative Agent; provided that (i) any such notice thereof must be received by 11:00 a.m. at least three Business Days prior to the date of termination or reduction and any such prepayment shall be in a minimum principal amount of $5 million and integral multiples of $1 million in excess thereof, or €5 million and integral multiples of €1 million in excess thereof, as appropriate; (ii) the aggregate amount of the respective Revolving Commitments may not be reduced to an amount less than the Revolving Loan Obligations in respect thereof then outstanding, and (iii) if, after giving effect to any reduction of the aggregate amount of the applicable Revolving Commitments, the L/C Sublimit, the Borrowing Limit or the Swingline Sublimit shall exceed the aggregate amount of the Revolving Commitments in respect thereof, such sublimit shall be automatically reduced by the amount of the difference.  The Administrative Agent will give prompt notice to the applicable Lenders of any such termination or reduction in the aggregate amount of such Revolving Commitments.  Any reduction of the aggregate amount of USD Revolving Commitments, Euro Revolving Commitments and/or Multi-Currency Revolving Commitments shall be applied ratably to the applicable Revolving Commitments of

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the respective Lenders, as appropriate.  All commitment or other fees accrued with respect thereto through the effective date of any termination of the aggregate amount of USD Revolving Commitments, Euro Revolving Commitments and/or Multi-Currency Revolving Commitments shall be paid on the effective date of such termination.

(b)Mandatory Reductions.  The Revolving Commitments will not be reduced by the amounts paid on the Revolving Loan Obligations under Section 2.06(b).

2.08Interest.

(a)Subject to the provisions of subsection (b) below, (i) each Fixed LIBOR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Fixed LIBOR Rate for such Interest Period plus the Applicable Percentage plus (in the case of a Fixed LIBOR Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost, if any; and (ii) each Loan that is a Base Rate Loan (including USD Swingline Loans and Multi-Currency Swingline Loans) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Percentage.

(b)(i)If any amount of principal of any Loan or L/C Borrowing is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law.

(ii)If any amount (other than principal of any Loan) payable under any Credit Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law.

(iii)Upon the occurrence and during the continuation of an Event of Default, then upon the request of the Required Lenders, the principal amount of all outstanding Obligations hereunder shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law.

(iv)Accrued and unpaid interest on past due amounts (including interest on past due amounts) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09Fees.

(a)Commitment Fees.  The Borrowers shall pay to the Administrative Agent for the account of each of the Revolving Lenders their respective pro rata share of a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Percentage times (ii) the actual daily amount by which the aggregate amount of the respective Revolving Commitments exceed the Outstanding Amount of the Revolving Loan Obligations in respect thereof, subject, in each case, to adjustment for Defaulting Lenders as provided in Section 2.17.  For the avoidance of doubt, the Outstanding Amount of Swingline

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Loans and Competitive Bid Loans shall not be counted towards or considered usage of the respective Revolving Commitments for purposes of determining the Commitment Fee.  The Commitment Fee shall accrue at all times during the Commitment Period, including at any time during which one or more of the conditions in Article V shall not have been met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date (and on the last day of the Commitment Period).  The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that the Applicable Percentage was in effect.  The Commitment Fee payable in respect of the Multi-Currency Revolving Commitments and the USD Revolving Commitments will be payable in Dollars, and the Commitment Fee payable in respect of the Euro Revolving Commitments will be payable in Euro.

(b)Letter of Credit Fees.

(i)Letter of Credit Fees.  The Borrowers shall pay to the Administrative Agent for the account of each of the Revolving Lenders their pro rata share of a fee in respect of Letters of Credit under the respective Revolving Commitments, as applicable (the “Letter of Credit Fee”) equal to the product of (i) the Applicable Percentage times (ii) the daily amount available to be drawn under such Letters of Credit, subject, in each case, to adjustment for Defaulting Lenders under Section 2.17.  For purposes of determining the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.  The Letter of Credit Fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date (and on the last day of the L/C Expiration Date).  The Letter of Credit Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that the Applicable Percentage was in effect.  Notwithstanding anything to the contrary contained herein, the Letter of Credit Fee shall accrue at the Default Rate after the occurrence and during the continuation of an Event of Default whenever the Default Rate shall be in effect for Loan Obligations under Section 2.08(b).  The Letter of Credit Fee payable in respect of the Multi-Currency Revolving Commitments and the USD Revolving Commitments, in either case, if applicable, will be payable in Dollars, and the Letter of Credit Fee payable in respect of the Euro Revolving Commitments, if applicable, will be payable in Euro.

(ii)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers.  The Borrowers shall pay directly to each L/C Issuer for its own account a fronting fee (the “Fronting Fee”) with respect to each Letter of Credit issued by it at the rate and at the times specified in the applicable Fee Letter, computed on the daily amount available to be drawn under such Letters of Credit.  For purposes of determining the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.  Unless otherwise agreed, the Fronting Fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date (and on the last day of the L/C Expiration Date).  In addition, the Borrowers shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.  Unless otherwise provided, Fronting Fees and other amounts payable hereunder

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in respect of the Multi-Currency Revolving Commitments and the USD Revolving Commitments, in either case, if applicable, will be payable in Dollars, and the Letter of Credit Fee payable in respect of the Euro Revolving Commitments, if applicable, will be payable in Euro.

(c)Other Fees.

(i)The Borrowers shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)The Borrowers shall pay to the Competitive Bid Agent, for its own account, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(iii)The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a)All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Fixed LIBOR Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in (x) British Pounds Sterling, on the basis of a year of 365 or 366 days, as the case may be and (y) currencies other than Dollars and British Pounds Sterling, as to which market practice differs from the foregoing, in accordance with such market practice.  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b)If, as a result of any restatement of or other adjustment to the financial statements of the Borrowers or for any other reason, the Borrowers or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(j), 2.08(b), 2.09 or under Article IX.  The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

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2.11Payments Generally; Administrative Agent’s Clawback.

(a)General.  All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in currencies other than Dollars, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein.  Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in a currency other than Dollars shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in such other currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein.  Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Credit Agreement be made in the United States.  If, for any reason, a Borrower is prohibited by any Law from making any required payment hereunder in the Applicable Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent thereof.  The Administrative Agent will promptly distribute to each Lender its pro rata share of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in currencies other than Dollars, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  Subject to the definition of “Interest Period”, if any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)(i)Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Fixed LIBOR Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to the time such Borrowing is to be made) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by a Borrower, the interest rate applicable to Base Rate Loans.  If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

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(ii)Payments by Borrowers; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or any L/C Issuer, as the case may be, the amount due.  In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to a Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligation of the Lenders Several.  The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.12Sharing of Payments By Lenders.  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swingline Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations

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shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swingline Loans to any assignee or participant, other than as assignment to a Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

2.13Evidence of Debt.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, each applicable Borrower shall execute and deliver to the Administrative Agent a Note for such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.14Designated Borrowers.

(a)The Borrowers may at any time, upon not less than 15 Business Days’ notice from FME to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary (an “Applicant Borrower”) as a Designated Borrower for and in respect of the Commitments and Loan Obligations hereunder and requesting that the Applicant Borrower be a Primary Borrower and/or Co-Borrower hereunder, as appropriate, and specifying the applicable Loan Obligations or portion thereof by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.14-1 (a “Designated Borrower Request and Assumption Agreement”).  The Borrowing Limit for any Applicant Borrower that becomes a Primary Borrower (including the Co-

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Borrowers) shall be the same as the Borrowing Limit in effect for FMCH.  The parties hereto acknowledge and agree that prior to any Applicant Borrower that is a Foreign Subsidiary becoming a Borrower entitled to utilize the credit facilities provided for herein, the Administrative Agent shall have received the written consent from all of the Lenders providing such credit facilities to such Foreign Subsidiary being made a Designated Borrower.  Designation of any Applicant Borrower as a Designated Borrower and approval of its Borrowing Limit is subject, in each case, to (i) the prior consent of the Required USD Revolving Lenders, the Required Euro Revolving Lenders, the Required Multi-Currency Revolving Lenders or the Required Tranche A Term Lenders, as applicable, in their sole discretion; (ii) delivery of an executed promissory note as may be requested by any applicable Lender in connection therewith; (iii) delivery of supporting resolutions, articles of incorporation and bylaws (or their equivalents), incumbency certificates, opinions of counsel and such other items as the Administrative Agent and the Required USD Revolving Lenders, the Required Euro Revolving Lenders, the Required Multi-Currency Revolving Lenders or the Required Tranche A Term Lenders, as applicable, may request; and (iv) receipt of any “know your customer” or similar information reasonably requested by any such Lender.  If the Administrative Agent and the Required USD Revolving Lenders, the Required Euro Revolving Lenders, the Required Multi-Currency Revolving Lenders or the Required Tranche A Term Lenders, as applicable and to the extent required, agree that an Applicant Borrower may become a Borrower hereunder entitled to the respective Commitments and Loan Obligations hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit 2.14-2 (a “Designated Borrower Notice”) to the Borrowers and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive the respective Commitments and Loan Obligations hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Credit Agreement; provided that no Loan Notice or L/C Application may be submitted by or on behalf of such Designated Borrower until the date which is five Business Days after such effective date.

(b)Each Subsidiary that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints FME as its agent, in each case for all purposes relevant to this Credit Agreement and each of the other Credit Documents, including (1) the giving and receipt of notices, (2) except for amendments, waivers and consents covered by Section 11.01, the execution and delivery of all documents, instruments and certificates contemplated herein, and (3) the receipt of the proceeds of any Loans made by the Lenders, to any such Designated Borrower hereunder.  Except for amendments, waivers and consents covered by Section 11.01, any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by FME, whether or not any such other Borrower joins therein.  Any such notice, demand, consent, acknowledgement, direction, certification or other communication delivered to such agent, as applicable, for the Designated Borrower in accordance with the terms of this Credit Agreement shall be deemed to have been delivered to each Designated Borrower.

(c)FME may request that any Borrower (other than FME and FMCH) cease to be a Borrower by delivering to the Administrative Agent (which shall promptly deliver copies thereof to each Lender) a written notice to such effect.  If such Borrower is a Primary Borrower (including the Co-Borrowers), it shall cease to be a Borrower on the date the Administrative Agent receives such written notice.  If such Borrower is a Designated Borrower (unless it is a Primary Borrower or Co-Borrower), it shall cease to be a Borrower on the later to occur of (i) the date the Administrative Agent receives such written notice, and (ii) the date such Designated Borrower has paid all of its obligations (including

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payment of Cash Collateral in respect of any L/C Obligations outstanding for its benefit) and all accrued and unpaid interest, fees and other obligations hereunder or in connection herewith.

2.15Joint and Several Liability of the Borrowers.

(a)The obligations of each of the Primary Borrowers, as borrowers hereunder, shall be joint and several in nature for all Loan Obligations and other obligations owing hereunder or under the other Credit Documents; provided that:  (i) the obligations of any Primary Borrower as a joint and several obligor hereunder in respect of such obligations shall not in any event exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law, (ii) none of the Primary Borrowers shall exercise any right of subrogation, indemnity, reimbursement or contribution against any other Borrower or Guarantor until such time as the Loan Obligations and the other obligations owing hereunder and under the other Credit Documents have been irrevocably paid in full and the Commitments relating thereto have expired or been terminated, and (iii) each Primary Borrower expressly waives any requirement that the Administrative Agent or any Lender, or any of their officers, agents or representatives, exhaust any right, power or remedy or first proceed under any of the Credit Documents or against any other Borrower, Guarantor, other Person or Collateral.

(b)The obligations of each of the Designated Borrowers that are not Primary Borrowers, as borrowers hereunder, shall be several (and not joint) in nature and shall be limited in each case to the obligations borrowed by such Designated Borrower hereunder.

2.16Cash Collateral.

(a)Certain Credit Support Events.  If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the L/C Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 9.02(c), or (iv) there shall exist a Defaulting Lender, the Borrowers shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.17(b) and any Cash Collateral provided by the Defaulting Lender) or such lesser amount as may be agreed with the L/C Issuer, in its sole discretion.

(b)Grant of Security Interest.  The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, subject to any lien of the Administrative Agent as depository bank for unpaid fees and similar charges, a first priority security interest in all such Cash Collateral, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c).  If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.  All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts with, and subject to the control of, the Administrative Agent. The Borrower shall pay on demand

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therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c)Application.  Notwithstanding anything to the contrary contained in this Credit Agreement, Cash Collateral provided under any of this Section 2.16 or or 9.02 in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided.

(d)Release.  Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Credit Documents and the other applicable provisions of the Credit Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.17Defaulting Lenders.

(a)Adjustments.  Notwithstanding anything to the contrary contained in this Credit Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)A Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent, and to participate in the process of any such amendment, waiver or consent, with respect to this Credit Agreement and the other Credit Documents shall be suspended as provided in the definition of “Required Lenders” and in Section 11.01.

(ii)A Defaulting Lender may be replaced and its interests assigned or Commitments terminated as provided in Section 11.13.

(iii)The L/C Issuers and Swingline Lender may require Cash Collateral or other assurance in respect of Fronting Exposure as a condition to Credit Extensions.

(iv)all payments of principal, interest and other amounts owing to a Defaulting Lender will be paid into an account or subaccount with the Administrative Agent (collectively, the “Defaulting Lender Account”) to secure the Defaulting Lender’s obligations under this Credit Agreement.  Amounts held in the Defaulting Lender Account shall be applied at such time or times as may be determined by the Administrative Agent as follows:  first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuers or Swingline Lenders hereunder; third, if so determined by the Administrative Agent or requested by an L/C Issuer or a Swingline Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if

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so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Credit Agreement in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, an L/C Issuer or a Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, such Defaulting Lender.

(v)Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(v) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto;

(A)No Defaulting Lender shall be entitled to receive any Commitment Fees under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)Each Defaulting Lender shall be entitled to receive Letter of Credit Fees under Section 2.09(b) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its pro rata share of the stated amount of Letters of Credit for which it has provided Cash Collateral as provided in Section 2.16.

(C)With respect to any Letter of Credit Fee under Section 2.09(b) not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that have been reallocated to such Non-Defaulting Lender pursuant to clause (b) below, (y) pay to the L/C Issuer and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not required to pay the remaining amount of any such fee.

(vi)So long as no Event of Default shall exist immediately before or immediately after giving affect thereto, the Borrowers may with the consent of the Administrative Agent elect

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to terminate the Commitments of the Defaulting Lender, and repay its share of outstanding Revolving Loan Obligations on a non-pro rata basis.

(b)           Reallocation of Pro Rata Share to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective pro rata shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate amount of any Non-Defaulting Lender’s share of Revolving Loan Obligations to exceed such Non-Defaulting Lender’s Commitment in respect thereof.  No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(c)           Cash Collateral, Repayment of Swingline Loans.  If the reallocation described in Section 2.17(b) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure, and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16.

(d)           Defaulting Lender Cure.  If the Borrowers, the Administrative Agent, Swingline Lenders and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective pro rata shares (without giving effect to Section 2.17(b)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided; further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(e)           New Swingline Loans and Letters of Credit.  So long as any Lender is a Defaulting Lender (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that there will be no Fronting Exposure after giving effect to such Swingline Loans, and (ii) no L/C Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

2.18        Additional Provisions Relating to Competitive Revolving Loans.

(a)           Requesting Competitive Bids.  The Borrowers may request the submission of Competitive Bids by delivering a Bid Request to the Competitive Bid Agent and the Administrative Agent not later than 12:00 noon (i) three Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Dollars, (ii) four Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute

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Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Alternative Currencies other than Special Notice Currencies and (iii) five Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Special Notice Currencies.  Each Bid Request shall specify (A) the kind of financial accommodation requested, (B) the Borrower or Borrowers therefor, (C) the requested date of the Bid Borrowing (which shall be a Business Day), (D) the aggregate principal amount of Competitive Revolving Loans requested (which must be in the amount of ten million units of the Applicable Currency and integral multiples of one million units of the Applicable Currency in excess thereof), (E) the Type of Competitive Revolving Loans requested, (F) the currency of the requested Competitive Revolving Loan, and (G) the duration of the Interest Period with respect thereto, and shall be signed by a Responsible Officer or duly authorized signatory of the applicable Borrower.  No Bid Request shall contain a request for (1) more than one Type of Competitive Revolving Loan, (2) Competitive Revolving Loans denominated in more than one currency or (3) Competitive Revolving Loans having more than three different Interest Periods.  Bid Requests may be grouped and submitted together, but not more frequently than twice in any calendar week.  Each such submission may contain up to five separate Bid Requests.  Unless the Competitive Bid Agent otherwise agrees in its sole and absolute discretion, the Borrowers may not submit a Bid Request if another Bid Request has been submitted within the preceding five Business Days.

(b)           Submitting Competitive Bids.

(i)            After confirming with the Administrative Agent that the applicable Bid Request complies with the provisions of Section 2.01(d), the Competitive Bid Agent shall notify each Multi-Currency Revolving Lender of each Bid Request received by it from the Borrowers and the contents of such Bid Request not later than 2:00 p.m. on the date it receives such Bid Request.

(ii)           Each Multi-Currency Revolving Lender may (but shall have no obligation to) submit a Competitive Bid containing an offer to make one or more Competitive Revolving Loans in response to such Bid Request.  Such Competitive Bid must be delivered to the Competitive Bid Agent not later than 10:00 a.m. (A) two Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Dollars, (B) three Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Alternative Currencies other than Special Notice Currencies and (C) four Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Special Notice Currencies; provided, however, that any Competitive Bid submitted by the Competitive Bid Agent in its capacity as a Multi-Currency Revolving Lender in response to any Bid Request must be submitted to the Competitive Bid Agent not later than 10:15 a.m. on the date on which Competitive Bids are required to be delivered by the other Multi-Currency Revolving Lenders in response to such Bid Request.  Each Competitive Bid shall specify (1) the proposed date of the Bid Borrowing; (2) the principal amount of each Competitive Revolving Loan for which such Competitive Bid is being made, which principal amount (I) may be equal to, greater than or less than the Revolving Commitment of the bidding Lender, (II) must be in the amount of five million units of the Applicable Currency and integral multiples of one million units of the Applicable Currency in excess thereof, and (III) may not exceed the principal amount of Competitive Revolving Loans for which Competitive Bids were requested; (3) if the proposed Bid Borrowing is to consist of Absolute Rate Loans, the Absolute Rate offered for each such Competitive Revolving Loan and the Interest Period applicable thereto; (4) if the proposed Bid Borrowing is to consist of Fixed LIBOR Margin Bid Loans, the Fixed LIBOR Margin Bid with respect to each

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such Fixed LIBOR Margin Bid Loan and the Interest Period applicable thereto; and (5) the identity of the bidding Lender.

(iii)          Any Competitive Bid shall be disregarded if it (A) is received after the applicable time specified in clause (ii) above, (B) is not substantially in the form of a Competitive Bid as specified herein, (C) contains qualifying, conditional or similar language, (D) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (E) is otherwise not responsive to such Bid Request.  Any Multi-Currency Revolving Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than the applicable time required for submission of Competitive Bids.  Any such submission of a corrected Competitive Bid shall constitute a revocation of the Competitive Bid that contained the manifest error.  The Competitive Bid Agent may, but shall not be required to, notify any Multi-Currency Revolving Lender of any manifest error it detects in such Lender’s Competitive Bid.

(iv)          Subject only to the provisions of Sections 3.02, 3.03 and 5.02 and clause (iii) above, each Competitive Bid shall be irrevocable.

(c)           Notice to Borrowers of Competitive Bids.  Not later than 11:00 a.m. (i) two Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Dollars, (ii) three Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Alternative Currencies other than Special Notice Currencies and (iii) four Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Special Notice Currencies, the Competitive Bid Agent shall notify the applicable Borrower or Borrowers of the identity of each Lender that has submitted a Competitive Bid that complies with the foregoing subsection (b) and of the terms of the offers contained in each such Competitive Bid.

(d)           Acceptance of Competitive Bids.  Not later than 11:30 a.m. (i) two Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Dollars, (ii) three Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Alternative Currencies other than Special Notice Currencies and (iii) four Business Days prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans or Fixed LIBOR Margin Bid Loans denominated in Special Notice Currencies, the Borrowers shall notify the Competitive Bid Agent of its acceptance or rejection of the offers notified to it pursuant to the foregoing subsection (c).  The Borrowers shall be under no obligation to accept any Competitive Bid and may choose to reject all Competitive Bids.  In the case of acceptance, such notice shall specify the aggregate principal amount of Competitive Bids for each Interest Period that is accepted.  The Borrowers may accept any Competitive Bid in whole or in part; provided that:

(A)          the aggregate principal amount of each Bid Borrowing may not exceed the applicable amount set forth in the related Bid Request;

(B)          the principal amount of each Competitive Revolving Loan must be in the amount of five million units of the Applicable Currency and integral multiples of one million units of the Applicable Currency in excess thereof;

(C)          the acceptance of offers may be made only on the basis of ascending Absolute Rates or Fixed LIBOR Margin Bids within each Interest Period; and

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(D)          the Borrowers may not accept any offer that is described in the foregoing subsection (b)(iii) above or that otherwise fails to comply with the requirements hereof.

(e)           Procedure for Identical Bids.  If two or more Lenders have submitted Competitive Bids at the same Absolute Rate or Fixed LIBOR Margin Bid, as the case may be, for the same Interest Period, and the result of accepting all of such Competitive Bids in whole (together with any other Competitive Bids at lower Absolute Rates or Fixed LIBOR Margin Bids, as the case may be, accepted for such Interest Period in conformity with the requirements of the foregoing subsection (d) above) would be to cause the aggregate outstanding principal amount of the applicable Bid Borrowing to exceed the amount specified therefor in the related Bid Request, then, unless otherwise agreed by the Borrowers, the Competitive Bid Agent and such Lenders, such Competitive Bids shall be accepted as nearly as possible in proportion to the amount offered by each such Lender in respect of such Interest Period, at such Absolute Rate or Fixed LIBOR Margin Bid, without regard to the requirements of foregoing subsection (d) above.

(f)            Notice to Lenders of Acceptance or Rejection of Bids.  The Competitive Bid Agent shall promptly notify each Lender having submitted a Competitive Bid (with a copy to the Administrative Agent) whether or not its offer has been accepted and, if its offer has been accepted, of the amount of the Competitive Revolving Loan or Competitive Revolving Loans to be made by it on the date of the applicable Bid Borrowing.  Any Competitive Bid or portion thereof that is not accepted by the Borrowers by the applicable time specified in foregoing subsection (d) above shall be deemed rejected.

(g)           Notice of Fixed LIBOR Rate.  If any Bid Borrowing is to consist of Fixed LIBOR Margin Bid Loans, the Competitive Bid Agent shall determine the Fixed LIBOR Rate for the relevant Interest Period, and promptly after making such determination, shall notify the applicable Borrower and the Lenders that will be participating in such Bid Borrowing of such Fixed LIBOR Rate.

(h)           Funding of Competitive Revolving Loans.  Each Lender that has received notice pursuant to foregoing subsection (f) above that all or a portion of its Competitive Bid has been accepted by the Borrowers shall make the amount of its Competitive Revolving Loan(s) available to the Competitive Bid Agent in Same Day Funds at the Competitive Bid Agent’s Lending Office (or such other office as provided to the Revolving Lenders by the Competitive Bid Agent) for the Applicable Currency not later than 1:00 p.m., in the case of any Competitive Revolving Loan denominated in Dollars, and not later than the Applicable Time specified by the Competitive Bid Agent in the case of any Competitive Revolving Loan in an Alternative Currency, in each case on the date of the requested Bid Borrowing.  Upon satisfaction of the applicable conditions set forth in Section 5.02 and after the Competitive Bid Agent has received confirmation from the Administrative Agent that such Competitive Bid complies with the provisions of Section 2.01(d), the Competitive Bid Agent shall make all funds so received available to the Borrowers in like funds as received by the Competitive Bid Agent.

(i)            Notice of Range of Bids.  After each Competitive Bid auction pursuant to this Section 2.18, the Competitive Bid Agent shall notify each Revolving Lender that submitted a Competitive Bid in such auction of the ranges of bids submitted (without the bidder’s name) and accepted for each Competitive Revolving Loan and the aggregate amount of each Bid Borrowing.

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ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01        Taxes.

(a)           Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)            Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.  If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Credit Party, then the Administrative Agent or such Credit Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)           If any Credit Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Credit Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii)          If any Credit Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Credit Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Credit Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)           Payment of Other Taxes by the Credit Parties.  Without limiting the provisions of subsection (a) above, the Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

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(c)           Tax Indemnifications.

(i)            Each of the Credit Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or L/C Issuer, shall be conclusive absent manifest error.  Each of the Credit Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii)           Each Lender and L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or L/C Issuer (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender and L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or L/C Issuer, as the case may be, under this Credit Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii).

(d)           Evidence of Payments.  Upon request by the Borrowers or the Administrative Agent, as the case may be, after any payment of Taxes by any Credit Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrowers shall deliver, or cause to be delivered, to the Administrative Agent or the Administrative Agent shall deliver to the Borrowers, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Law to report such payment or other evidence of such payment reasonably satisfactory to the Borrowers or the Administrative Agent, as the case may be.

(e)           Status of Lenders; Tax Documentation.

(i)            Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the

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Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)           Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,

(A)          any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)          any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(I)            in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II)          executed originals of IRS Form W-8ECI;

(III)        in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal

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Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(IV)         to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;

(C)          any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)          if a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement.

(iii)          Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(f)            Treatment of Certain Refunds.  Unless required by applicable Law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or L/C Issuer, or have any obligation to pay to any Lender or L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or L/C Issuer, as the case may be.  If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Credit Party or with respect to which any Credit Party

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has paid additional amounts pursuant to this Section 3.01, it shall pay to the Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Credit Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Credit Party, upon the request of the Recipient, agrees to repay the amount paid over to the Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Credit Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party or any other Person.

(g)           Survival.  Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02        Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Fixed LIBOR Rate (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Fixed LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue Fixed LIBOR Rate Loans in the affected currency or currencies or, in the case of Fixed LIBOR Rate Loans in Dollars, to convert Base Rate Loans to Fixed LIBOR Rate Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Fixed LIBOR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Fixed LIBOR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all of such Lender’s Fixed LIBOR Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Fixed LIBOR Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Fixed LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Fixed LIBOR Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Fixed LIBOR Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Fixed LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Fixed LIBOR Rate.  Upon any such prepayment or

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conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03        Inability to Determine Rates.  If the Required Lenders determine that for any reason in connection with any request for a Fixed LIBOR Rate Loan or a conversion to or continuation thereof that (a) deposits in the Applicable Currency are not being offered to banks in the applicable offshore interbank market for the Applicable Currency, the applicable amount or the applicable Interest Period for such Fixed LIBOR Rate Loan, (b) adequate and reasonable means do not exist for determining the Fixed LIBOR Rate for any requested Interest Period with respect to a proposed Fixed LIBOR Rate Loan (whether denominated in Dollars or another currency or in connection with an existing or proposed Base Rate Loan that is determined by reference to the Fixed LIBOR Rate), or (c) the Fixed LIBOR Rate for the Applicable Currency for any requested Interest Period with respect to a proposed Fixed LIBOR Rate Loan, or in connection with an existing or proposed Base Rate Loan which is based on the Fixed LIBOR Rate, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly notify the affected Borrowers and Lenders.  Thereafter, (x) the obligation of the Lenders to make or maintain such Fixed LIBOR Rate Loans in the affected currency or currencies shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Fixed LIBOR Rate component of the Base Rate, the utilization of the Fixed LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Fixed LIBOR Rate Loans in the affected currency or currencies in respect thereof or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans or unaffected Fixed LIBOR Rate Loans, as appropriate, in the amount specified therein.

3.04        Increased Cost; Capital Adequacy.

(a)           Increased Costs Generally.  If any Change in Law shall:

(i)            impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except (A) any reserve requirement reflected in the Fixed LIBOR Rate or contemplated by Section 3.04(e) hereof) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or an L/C Issuer;

(ii)           subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)          result in a failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Fixed LIBOR Rate Loans; or

(iv)          impose on any Lender or L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Fixed LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein;

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and the result of any of the foregoing shall be to increase the cost to such Lender or other Recipient of making, converting to, continuing or maintaining any Loan, the interest on which is determined by reference to the Fixed LIBOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, L/C Issuer or other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, the applicable Borrower will pay, or cause to be paid, to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)           Capital Requirements.  If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any Lending Office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Credit Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy), then from time to time the applicable Borrower will pay or cause to be paid to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction suffered.

(c)           Certificates for Reimbursement.  A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error.  The Borrowers shall pay such Lender or L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)           Delay in Requests.  Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or L/C Issuer, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e)           Reserves on Fixed LIBOR Rate Loans.  The Borrowers shall pay, or cause to be paid, to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Fixed LIBOR Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the

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Commitments or the funding of the Fixed LIBOR Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs thereof allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which, in each case, shall be due and payable on each date on which interest is payable on such Loan, provided the Borrowers shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender.  If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable fifteen (15) days from receipt of such notice.

3.05        Compensation for Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate, or cause to be compensated, such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)           any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)           any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower;

(c)           any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or

(d)           any assignment of a Fixed LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower pursuant to Section 11.13;

including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract.  The Borrowers shall also pay, or cause to be paid, any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Fixed LIBOR Rate Loan made by it at the Fixed LIBOR Rate used in determining the Fixed LIBOR Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Fixed LIBOR Rate Loan was in fact so funded.

3.06        Mitigation Obligations; Replacement of Lenders.

(a)           Designation of a Different Lending Office.  If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender, L/C Issuer or any Governmental Authority for the account of any Lender or L/C Issuer pursuant to Section 3.01, or if any Lender or L/C Issuer gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or L/C Issuer,

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as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or L/C Issuer, as the case may be.  The Borrowers hereby agree to pay, or cause to be paid, all reasonable costs and expenses incurred by any Lender or L/C Issuer in connection with any such designation or assignment.

(b)           Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.06(a), the Borrowers may replace such Lender in accordance with Section 11.13.

3.07        Survival Losses.  All of the Credit Parties’ obligations under this Article III shall survive termination of the Commitments hereunder and repayment of the Loan Obligations and resignation of the Administrative Agent.

ARTICLE IV

GUARANTY

4.01        The Guaranty.

(a)           Each of the Guarantors hereby jointly and severally irrevocably guarantees to the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof.  The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal.

(b)           Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, Swap Contracts or other agreements or documents relating to the Obligations, the obligations of each Guarantor under this Credit Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

(c)           The liability of a German Guarantor shall be subject to the limitations set forth in Section 11.22 hereof.

(d)           The liability of any entity incorporated under the laws of the Grand Duchy of Luxembourg (a “Luxembourg Guarantor”) for obligations of any entity of which such Luxembourg Guarantor is a Subsidiary and/or for obligations of any of such Luxembourg Guarantor’s Affiliates (other than its own Subsidiaries) in respect of the guaranty set forth in this Article IV shall be limited at any time to an aggregate amount not exceeding ninety five percent (95%) of the greater of the sum of such Luxembourg Guarantor’s own funds (capitaux propres) and the debt owed bythe Luxembourg Guarantor

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to its direct and indirect shareholders as determined by Article 34 of the Luxembourg Law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, (i) as set forth in its most recently approved financial statements or (ii) existing as of the Closing Date.  This limitation does not apply to any amounts borrowed under any facility and in each case made available, in any form whatsoever, to such Luxembourg Guarantor or its Subsidiaries.

4.02        Obligations Unconditional.

(a)           The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or other documents relating to the Obligations, or any substitution, compromise, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.  Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been irrevocably paid in full and the Commitments relating thereto have expired or terminated.

(b)           Without limiting the generality of the foregoing subsection, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:

(i)            at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(ii)           any of the acts mentioned in any of the provisions of any of the Credit Documents, or other documents relating to the Obligations or any other agreement or instrument referred to therein shall be done or omitted;

(iii)          the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents or any other document relating to the Obligations or any other agreement or instrument referred to therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;

(iv)          any Lien granted to, or in favor of, the Administrative Agent or any holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or

(v)           any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).

(c)           With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers, consents and supplements to the Credit Documents and other documents relating to the Obligations, or the compromise, release or exchange of collateral or security, and all other notices

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whatsoever, and any requirement that the Administrative Agent or any holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents or any other document relating to the Obligations or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations.

4.03        Reinstatement.  Neither the Guarantors’ obligations hereunder nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrowers, by reason of any Borrower’s bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the Obligations.  In addition, the obligations of each Guarantor under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each holder of the Obligations on demand for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.

4.04        Certain Waivers.  Each Guarantor acknowledges and agrees that (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any other security or collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any collateral securing the Obligations or otherwise, and (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person (including any co-guarantor) or pursuit of any other remedy or enforcement any other right, and (c) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Obligations shall have been paid in full and the Commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances.  Each Guarantor agrees that it shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.

4.05        Remedies.  The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01.  The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms thereof.

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4.06        Rights of Contribution.  The Guarantors hereby agree as among themselves that, in connection with payments made hereunder, each Guarantor shall have a right of contribution from each other Guarantor in accordance with applicable Law.  Such contribution rights shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been irrevocably paid in full and the Commitments relating thereto shall have expired or been terminated, and none of the Guarantors shall exercise any such contribution rights until the Obligations have been irrevocably paid in full and the Commitments relating thereto shall have expired or been terminated.

4.07        Guaranty of Payment; Continuing Guaranty.  The guarantee given by the Guarantors in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

ARTICLE V

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01        Conditions of Effectiveness.  This Credit Agreement shall be effective upon satisfaction of the following conditions precedent in each case in a manner satisfactory to the Administrative Agent and each Lender:

(a)           Executed Credit Documents.  Receipt by the Administrative Agent of (i) multiple counterparts of this Credit Agreement, (ii) executed Notes for those Lenders requesting them, (iii) multiple counterparts of the Pledge Agreements, the Parallel Debt Agreement and any other Collateral Documents, in each case properly executed by a Responsible Officer or duly authorized signatory.

(b)           Financial Information.  Receipt by the Administrative Agent of, with respect to FME and its subsidiaries on a consolidated basis, (A) unaudited company-prepared financial statements, including a balance sheet, income statement, and statement of cash flows (excluding notes) for the fiscal period ending June 30, 2012, and (B) audited financial statements, including balance sheet, income statement and statement of cash flows (excluding notes) for the fiscal year ending December 31, 2011.

(c)           Collateral.  Receipt by the Collateral Agent of the following:

(i)            UCC Financing Statements.  UCC financing statements for each jurisdiction as necessary or appropriate, in the Collateral Agent’s discretion, to perfect the security interest in the Collateral granted under the Pledge Agreements.

(ii)           Certificated Interests.  Where required for perfection under applicable Law, original certificates evidencing the Capital Stock pledged pursuant to the Collateral Documents (to the extent such Capital Stock is certificated), together with undated stock transfer powers executed in blank.

(d)           Corporate Documents.  Receipt by the Administrative Agent of a certificate of a Responsible Officer or duly authorized signatory of each Credit Party attaching each of the following documents and certifying that each is true and correct and complete and in full force and effect as of the Closing Date:

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(i)            Charter Documents.  Copies of its certificate of organization or equivalent, certified to be true and correct as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its organization.

(ii)           Bylaws.  Copies of its bylaws, operating agreement or partnership agreement or the equivalent.

(iii)          Resolutions.  Copies of its resolutions approving and adopting the Credit Documents to which it is a party, the transactions contemplated herein and therein, and authorizing the execution and delivery thereof.

(iv)          Incumbency.  Original incumbency certificates identifying the officers thereof authorized to act on its behalf in connection with the Credit Documents (if available from the applicable jurisdiction).

(v)           Good Standing.  Certificates of good standing or the equivalent (if available from the applicable jurisdiction), certified as of a recent date by the appropriate Governmental Authorities from the state or other jurisdiction of its organization, and such other states or jurisdictions as the Administrative Agent may reasonably request and, in relation to a Luxembourg Guarantor, a confirmation by a manager that the company is not (A) subject to bankruptcy, insolvency, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management or (B) on the date of the confirmation, in a state of cessation or payments and has not lost its commercial creditworthiness except if otherwise provided for in the relevant charter documents.

(e)           Legal Opinions.  Receipt by the Administrative Agent of favorable legal opinions from counsel to FME, FMCH and other members of the Consolidated Group in form and substance reasonably satisfactory to the Administrative Agent regarding, among other things, existence and due authorization, execution, delivery and enforceability of the Credit Documents, no violations of Organization Documents, certain material agreements or applicable Law caused by the execution, delivery and performance of the Credit Documents, and the attachment and perfection of security interests in the Collateral pledged to secure the Loans and Obligations hereunder (including local counsel opinions).

(f)            Replacement of the Existing Credit Agreements.  Evidence of repayment of the loans and obligations owing by FME, FMCH and the other Borrowers and Guarantors under the Existing Bank Credit Agreement and the Existing Term Loan Credit Agreement, and, in each case, termination of the commitments thereunder and release of the security interests relating thereto.

(g)           Fees.  Payment of all fees and expenses required to be paid on or before the Closing Date, including the reasonable and documented fees and expenses of counsel for the Administrative Agent, the Arrangers and Collateral Agent.  As used herein, “documented” means such documentation as may be customary, reasonable and appropriate in light of the circumstances, but which, for purposes of closing, may include a summary statement with estimates of fees and expenses through a reasonable post-closing period.

Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or

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satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

5.02        Conditions to all Credit Extensions.  The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

(a)           The representations and warranties of each Credit Party contained in Article VI or any other Credit Document, or that are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (A) and (B) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.

(b)           No Default or Event of Default shall exist, or would result from such proposed Credit Extension.

(c)           The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Borrowing pursuant to any Request for Credit Extension (other than a Loan Notice requesting only a conversions or continuations) submitted by the Borrowers shall be deemed to be a representation and warranty by such Borrowers that the conditions specified in Section 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Each Borrower and each other Credit Party represents and warrants to the Administrative Agent and the Lenders the following (provided, only the Borrowers (and not the other Credit Parties) represent and warrant as to the representations and warranties set forth in Section 6.21(b)):

6.01        Existence, Qualification and Power; Compliance with Laws.  Each Credit Party (a) is a corporation, partnership, limited liability company or other entity duly organized or formed, validly existing and in good standing (to the extent such concept exists in the applicable jurisdiction and except to the extent that the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Credit Documents to which it is a party, (c) is duly qualified and is licensed and in good standing (to the extent such concept exists in the applicable jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, (d) is in compliance with all Laws and (e) has, to the extent applicable: (i) entered into and maintains in good standing its Medicare Provider Agreements and Medicaid Provider Agreements and (ii) ensured that all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited; except in the case of clauses (b)(i), (b)(ii),

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(c), (d) and (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.02        Authorization; No Contravention.  The execution, delivery and performance by each Credit Party of each Credit Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) materially conflict with or result in any material breach or contravention of, or the creation of any Lien under, (i) any material Contractual Obligation to which such Person is a party or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) violate any Law; or (d) except to the extent it would not have a Material Adverse Effect, result in a limitation on any licenses, permits, certificates or determinations of need or other approvals applicable to the business, operations or properties of any Credit Party or adversely affect the ability of any Credit Party to participate in any Medical Reimbursement Programs.

6.03        Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party of this Credit Agreement or any other Credit Document other than (i) those that have already been obtained and are in full force and effect and (ii) filings to perfect the Liens created by the Collateral Documents.

6.04        Binding Effect.  This Credit Agreement and each other Credit Document has been duly executed and delivered by each Credit Party that is party thereto.  This Credit Agreement and the other Credit Documents constitute legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law).

6.05        Financial Statements.  The audited consolidated balance sheets of the Consolidated Group for the fiscal year ended December 31, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) reflect all material indebtedness and other material liabilities, direct or contingent, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness of the Consolidated Group.

6.06        No Material Adverse Effect.  Since December 31, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

6.07        Litigation.  There are no actions, suits, investigations, criminal prosecutions, civil investigative demands, imposition of criminal or civil fines or penalties, proceedings, claims or disputes pending or, to the knowledge of the Borrowers after due and diligent investigation, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against any member of the Consolidated Group or against any of their respective properties or revenues that (a) purport to affect or

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pertain to this Credit Agreement or any other Credit Document, or (b) would reasonably be expected to have a Material Adverse Effect.

6.08        No Default.  No member of the Consolidated Group is in default under or with respect to any Contractual Obligation that would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Credit Agreement or any other Credit Document.

6.09        Ownership of Property; Liens.  Each member of the Consolidated Group has good record and marketable title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The property of the Consolidated Group is subject to no Liens, other than Liens permitted by Section 8.02.

6.10        Environmental Compliance.  No member of the Consolidated Group has any liability or responsibility under any claim in respect of the violation of any Environmental Laws, except for such claims that would not reasonably be expected to have a Material Adverse Effect.

6.11        Insurance.  The properties of the Consolidated Group are insured pursuant to self-insurance arrangements or with financially sound and reputable insurance companies that are not Affiliates of the Borrowers or with Captive Insurance Companies, in each case in such kinds, types, amounts and with such deductibles and self-insurance retentions as are in accordance with sound business practice.

6.12        Taxes.  Each member of the Consolidated Group has filed all material federal, state and other tax returns and reports required to be filed, and have paid all taxes shown thereon to be due and has paid all other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment against the Borrowers or any Subsidiary that would, if made, have a Material Adverse Effect.

6.13        ERISA Compliance.

(a)           Each Plan of such Credit Party and its Subsidiaries is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws, except where a failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each Plan of such Credit Party and its Subsidiaries that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS or an application for such a letter is currently pending before the IRS with respect thereto and, to the best knowledge of Responsible Officers of the Credit Parties, nothing has occurred that would prevent, or cause the loss of, such qualification.  Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, such Credit Party and each of its ERISA Affiliates have made all required contributions to each Plan of such Credit Party and its Subsidiaries subject to Section 412 of the Internal Revenue Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Internal Revenue Code has been made with respect to such Plan.

(b)           There are no pending or, to the best knowledge of the Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan of such Credit Party and its Subsidiaries that would reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any

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Plan of such Credit Party and its Subsidiaries that has resulted or would reasonably be expected to result in a Material Adverse Effect.

(c)           Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected to occur with respect to such Credit Party and its Subsidiaries; (ii) no Pension Plan of such Credit Party and its Subsidiaries is in “at risk” status under Section 430(i)(4) of the Internal Revenue Code or Section 303(i)(4) of ERISA; (iii) neither such Credit Party nor any of its ERISA Affiliates has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan of such Credit Party and its Subsidiaries (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither such Credit Party nor any of its ERISA Affiliates has incurred, or reasonably expects to incur, any liability (and no event has occurred that, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan of such Credit Party and its Subsidiaries; and (v) neither Such Credit Party nor any of its ERISA Affiliates has engaged in a transaction that would reasonably be expected to subject such Credit Party and its Subsidiaries to Sections 4069 or 4212(c) of ERISA.

6.14        Jurisdiction of Organization, Capital Stock and Ownership of Credit Parties.

(a)           As of the Closing Date, set forth on Schedule 6.14, with respect to each Credit Party, is the jurisdiction of organization, and, for Credit Parties other than FME, classes of Capital Stock (including options, warrants, rights of subscription, conversion, exchangeability and other similar rights), ownership and ownership percentages thereof.  Such outstanding shares of Capital Stock have been validly issued, fully paid and are non-assessable and owned free of Liens other than Liens permitted by Section 8.02.  The outstanding shares of Capital Stock shown are not the subject of buy sell, voting trust or other shareholder agreement except as identified on Schedule 6.14.

(b)           Each of the Borrowers (other than FME) is a Wholly Owned Subsidiary of FME.

6.15        Margin Regulations; Investment Company Act.

(a)           The Credit Parties are not engaged and will not engage, principally or as one of their important activities, in the business of purchasing or carrying “margin stock” (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.  Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than twenty-five percent (25%) of the value of the assets subject to the provisions of Section 8.02 or Section 8.05 or subject to any restriction contained in any agreement or instrument between a Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness will be margin stock.

(b)           None of the Credit Parties, any Person Controlling a Credit Party, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

6.16        Disclosure.    Each Credit Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other information (other than information of a general economic nature) furnished (whether in writing or orally) by or on behalf of any Credit Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Credit Agreement or delivered hereunder or under any other Credit Document (in each case, as modified or supplemented by other information so furnished) taken as a

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whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that projections are subject to uncertainties and contingencies beyond the control of the Credit Parties and that no assurance can be given that such projections will be realized.

6.17        Compliance with Laws.  Each member of the Consolidated Group is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions, settlements or other agreements with any Governmental Authority and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

6.18        Intellectual Property; Licenses, Etc.  Except to the extent it would not reasonably be expected to have a Material Adverse Effect, (a) the Consolidated Group owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, (b) to the best knowledge of the Credit Parties, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any member of the Consolidated Group infringes upon any rights held by any other Person, and (c) no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Credit Parties, threatened.

6.19        Pledge Agreements.  Each Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the Obligations, a legal, valid and enforceable security interest in the Collateral identified therein on the terms set forth therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and, when such Collateral is delivered to the Collateral Agent or such other perfection requirements as set forth in the applicable Pledge Agreement are complied with, each Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien.

6.20        Reimbursement from Medical Reimbursement Programs.  The accounts receivable of each of the Domestic Credit Parties have been and will continue to be adjusted in all material respects to reflect the reimbursement policies (both those most recently published in writing as well as those not in writing that have been verbally communicated) of any Medical Reimbursement Program (including Medicare, Medicaid, Blue Cross/Blue Shield, private insurance companies, health maintenance organizations, preferred provider organizations, alternative delivery systems, managed care systems, government contracting agencies and other third party payors) applicable to such Credit Party.  In particular, such accounts receivable relating to any Medical Reimbursement Program do not and shall not exceed amounts any obligee is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to its usual charges, in each case to the extent it would not reasonably be expected to have a Material Adverse Effect.

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6.21        Anti-Corruption and Sanctions Compliance.

(a)           FME and its Subsidiaries have established policies and practices reasonably designed to promote compliance with applicable anti-corruption laws.

(b)           The Borrowers have not, and covenant and agree that they will not, knowingly use any proceeds of any Loan or extensions of credit hereunder, or knowingly make any such proceeds or extensions of credit available to any Subsidiary, joint venture partner or other Person, or knowingly lend or contribute any such loan proceeds or extensions of credit to any such Subsidiary, joint venture partner or other Person in violation of sanctions applicable to them administered or enforced by the United States Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury, except to the extent that this provision would expose any Person or any director, officer or employee thereof to any liability under EU Regulation (EC) 2271/96 or Section 4a of the German Foreign Trade Regulation.

ARTICLE VII

AFFIRMATIVE COVENANTS

Until the Loan Obligations hereunder shall have been paid in full or otherwise satisfied, and the Commitments hereunder shall have expired or been terminated, the Credit Parties will, and will cause members of the Consolidated Group to:

7.01        Financial Statements.  Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)           as soon as available, and in any event within five days after the date such information is required to be delivered to the SEC (but not in any event more than ninety-five days after the end of any fiscal year), consolidated balance sheets of FME and its Subsidiaries, as at the end of each fiscal year (beginning with the fiscal year ending December 31, 2012), and the related consolidated statements of income or operations, and the related statements of shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall state that such accountants conducted their audit of such financial statements in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or other material qualification or exception of any kind; and

(b)           as soon as available, and in any event within five days after the date such information is required to be delivered to the SEC (but not in any event more than fifty days after the end of any fiscal quarter), consolidated balance sheets of FME and its Subsidiaries, as at the end of for each of the first three fiscal quarters of each fiscal year, and the related consolidated statements of income or operations, and the related statements of shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer thereof as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

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As to any information contained in materials furnished pursuant to Section 7.02(c), the Borrowers shall not be separately required to furnish such information under subsections (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrowers to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.

7.02        Certificates; Other Information.  Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)           concurrently with the delivery of the financial statements referred to in Section 7.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default or, if any such Default or Event of Default shall exist, stating the nature and status of such event;

(b)           concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer (i) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the financial covenants, (ii) demonstrating compliance with certain other covenants contained herein (including certain Indebtedness permitted under Section 8.01, certain Investments permitted under Section 8.03 and certain Restricted Payments permitted under Section 8.06), (iii) certifying that no Default or Event of Default exists as of the date thereof (or the nature and extent thereof and proposed actions with respect thereto) and (iv) to the extent necessary pursuant to Section 1.03, including a summary of all material changes in or the consistent application of GAAP affecting the numeric value of the financial covenants, and a reconciliation between calculation of the financial covenants (and determination of the applicable pricing level under the definition of “Applicable Percentage”) before and after giving effect to such changes;

(c)           promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of FME, and copies of all annual, regular, periodic and special reports and registration statements that FME may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and

(d)           promptly, such additional information regarding the business, financial or corporate affairs of members of the Consolidated Group, or compliance with the terms of the Credit Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which FME posts such documents at sec.gov/edaux/searches.htm, or provides a link thereto on FME’s website on the internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on FME’s behalf on SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) FME shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests FME to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) FME shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the

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posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by FME with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrowers hereby acknowledge that (A) the Administrative Agent and the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Credit Party Materials”) by posting the Credit Party Materials on SyndTrak or another similar electronic system (the “Platform”) and (B) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or their securities) (each, a “Public Lender”).  The Borrowers hereby further agree that (1) all Credit Party Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Credit Party Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Credit Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States federal and state securities laws (provided that to the extent such Credit Party Materials constitute Information, they shall be treated as set forth in Section 11.07); (3) all Credit Party Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (4) the Administrative Agent and the Arrangers shall be entitled to treat and shall treat any Credit Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor”.

7.03        Notification.  Promptly notify the Administrative Agent and each Lender party to this Credit Agreement:

(a)           after any Credit Party knows or has reason to know of the occurrence of any Default or Event of Default;

(b)           of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including as a result of (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrowers or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrowers or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrowers or any Subsidiary, including pursuant to any applicable Environmental Laws;

(c)           of the occurrence of any ERISA Event;

(d)           of any material change in accounting policies or financial reporting practices by members of the Consolidated Group to the extent such change affects compliance with the financial covenants hereunder;

(e)           of any notice of intent to exclude or any other Exclusion Event that would reasonably be expected to result in a Material Adverse Effect;

(f)            of (i) the institution of any investigation, review or proceeding against any Credit Party to suspend, revoke or terminate (or that may result in the termination of) any Medicaid Provider Agreement or Medicare Provider Agreement, or any such investigation or proceeding

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that may result in an Exclusion Event or (ii) any notice of loss or threatened loss of accreditation by the Joint Commission or any other accrediting entity, loss of participation under any Medical Reimbursement Program or loss of applicable health care license, in each case, that would reasonably be expected to result in a Material Adverse Effect;

(g)           of any downgrade in the Debt Rating; and

(h)           of the issuance of any material indictment or the initiation of other material criminal proceedings against any member of the Consolidated Group and provide a certificate, signed by a Responsible Officer, setting forth a detailed description of the nature of the proceedings and the relevant facts in connection therewith together with an estimation of the fines, penalties and damages sought in connection therewith.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto.  Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Credit Agreement and any other Credit Document that have been breached.

7.04        Payment of Obligations.  Pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained; (b) all lawful claims that, if overdue and unpaid, would by law become a Lien upon its property (other than Liens permitted hereunder); and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

7.05        Preservation of Existence, Etc.

(a)           Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05 or in a liquidation, dissolution, winding-up or other termination of existence not prohibited by Section 8.04; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

7.06        Maintenance of Properties.

(a)           Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

7.07        Maintenance of Insurance.  Maintain in full force and effect, self-insurance arrangements or insurance with financially sound and reputable insurance companies that are not Affiliates or with Captive Insurance Companies, with respect to its properties and business against loss or damage of the

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kinds, of such types, in such amounts and with such deductibles and self-insurance retentions as are in accordance with sound business practice.

7.08        Compliance with Laws.

(a)           Except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect, cause each member of the Consolidated Group to (i) comply with all the requirements of Law (including Titles XVIII and XIX of the Social Security Act, Medicare Regulations, Medicaid Regulations), and all restrictions and requirements imposed by any Governmental Authority, applicable to it and its property (including Environmental Laws and ERISA), (ii) obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and herein contemplated (including professional licenses, certificates or determinations of need, Medicare Provider Agreements and Medicaid Provider Agreements), (iii) ensure that billing policies, arrangements, protocols and instructions will comply with reimbursement requirements under Medicare, Medicaid and other Medical Reimbursement Programs and will be administered by properly trained personnel and (iv) make commercially reasonable efforts to implement policies that are consistent with the regulations implementing the privacy requirements of the Administrative Simplification subtitle of HIPAA set forth at 45 CFR Parts 160, 162 and 164.

(b)           FMCH has in place and shall maintain a compliance program for its Subsidiaries that is reasonably consistent with publicly available OIG guidelines and is reasonably designed to provide effective internal controls that promote adherence to, prevent and detect material violations of, Laws applicable to its Subsidiaries, including any Medicaid Regulations and Medicare Regulations applicable to its Subsidiaries, which compliance program includes the implementation of internal audits and monitoring on a regular basis to monitor compliance therewith, with such regulations.

7.09        Books and Records.  Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP (or, with respect to any foreign entity, the equivalent) shall be made of all financial transactions and matters involving the assets and business of the Borrowers or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrowers or such Subsidiary, as the case may be.

7.10        Inspection Rights.  Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof (other than materials protected by attorney client privilege or that a Credit Party may not disclose without violation of a confidentiality obligation binding on it or subject to any data protection laws) or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice; provided, however, that when an Event of Default exists the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of FME at any time during normal business hours and without advance notice.

7.11        Use of Proceeds.  Use the proceeds of the Credit Extensions to refinance certain existing indebtedness and for general corporate purposes not in contravention of any Law or of any Credit Document, including Investments, Acquisitions and Restricted Payments permitted hereunder.

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7.12        Guarantors.

(a)           Foreign Guarantors.  The Obligations shall at all times be guaranteed by (i) FME, (ii) FMCD and (iii) FMC BetGes (collectively, the “Required Foreign Guarantors”).  Additional Foreign Subsidiaries of FME may be joined as Guarantors hereunder at the election of FME.

(b)           Domestic Guarantors.  The Obligations shall at all times be guaranteed by (i) FMCH, (ii) NMC, (iii) RCG, (iv) all Material Domestic Subsidiaries of FMCH (collectively, the “Required Domestic Guarantors” and together with the Required Foreign Guarantors, the “Required Guarantors”) and (v) the Co-Borrowers.  Additional Domestic Subsidiaries of FMCH may be joined as Guarantors hereunder at the election of FMCH.

(c)           Notice and Joinder of Guarantors.  The Borrowers will give prompt notice to the Administrative Agent of the formation, acquisition (or other receipt of interests) or existence of any Material Domestic Subsidiary of FMCH and shall cause any such Subsidiary to become a Guarantor hereunder by execution and delivery of a Guarantor Joinder Agreement, or such other document as the Administrative Agent may deem appropriate, within ninety (90) days of the formation, acquisition or existence thereof, together with such Organization Documents, resolutions, opinions of counsel and such other documents as the Administrative Agent may reasonably request in connection therewith, all in form, content and scope reasonably satisfactory to the Administrative Agent.  In addition, the Borrowers may at any time have additional Subsidiaries or other parties joined as Guarantors by execution and delivery of a Guarantor Joinder Agreement, or such other document as the Administrative Agent may deem appropriate, together with such Organization Documents, resolutions, opinions of counsel and such other documents as the Administrative Agent may reasonably request in connection therewith, all in form, content and scope reasonably satisfactory to the Administrative Agent.

(d)           Release of Guarantors.  Guarantors may be released as provided in Section 10.10.

7.13        Pledge of Capital Stock.  Pledge or cause to be pledged to the Collateral Agent to secure the Obligations pursuant to the Collateral Documents:

(a)           in the case of Subsidiaries of FME (other than Subsidiaries of FMCH), one hundred percent (100%) of the issued and outstanding Capital Stock with ordinary voting power of FMCH, FMCD and FMC BetGes;

(b)           in the case of Subsidiaries of FMCH, on the Closing Date or within ninety (90) days after a Subsidiary of FMCH becomes a Material Subsidiary or a Co-Borrower , (A) one hundred percent (100%) of the issued and outstanding Capital Stock with ordinary voting power issued to FMCH or any of its Subsidiaries of all Material Domestic Subsidiaries and Co-Borrowers, and (B) sixty-five percent (65%) of the issued and outstanding Capital Stock with ordinary voting power issued to FMCH or any of its Subsidiaries of all Material First-Tier Foreign Subsidiaries;

(c)           on the Closing Date or within ninety (90) days after a Subsidiary of FMCH becomes a Material Subsidiary or a Co-Borrower, in each case pursuant to a Pledge Agreement or pledge joinder agreement, together with such filings and deliveries necessary or appropriate to perfect the security interests therein, and opinions of counsel relating thereto, all in form, content and scope reasonably satisfactory to the Collateral Agent; provided that in the case of a pledge of Capital Stock of a Material First-Tier Foreign Subsidiary, the Administrative Agent shall, in consultation with FME, do an analysis of the relative benefits associated with the prospective pledge and where, in its reasonable discretion, the Administrative Agent shall make a

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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.

7.14        Ownership.  Except as otherwise permitted under Section 8.04, at all times each of the Primary Borrowers (other than FME) shall be a Wholly Owned Subsidiary of FME.

ARTICLE VIII

NEGATIVE COVENANTS

Until the Loan Obligations hereunder shall have been paid in full or otherwise satisfied, and until the Commitments hereunder shall have expired or been terminated, the Credit Parties will not, and will not permit members of the Consolidated Group to:

8.01        Indebtedness.  Create, incur, assume or suffer to exist any Indebtedness, except:

(a)           Indebtedness arising or existing under the Credit Agreement and the other Credit Documents;

(b)           unsecured or secured intercompany Indebtedness among members of the Consolidated Group to the extent permitted by Sections 8.02(q) and 8.03;

(c)           Indebtedness and obligations (contingent or otherwise) owing under Swap Contracts, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for the purposes of speculation or taking a “market view”;

(d)           Indebtedness under capital leases, Synthetic Lease obligations and purchase money obligations incurred to provide all or a portion of the purchase price (or cost of construction or acquisition), in each case, for capital assets and refinancings, refundings, renewals or extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, and (iii) for the Consolidated Group taken as a whole, the total amount of all such Indebtedness  (other than (x) intercompany Indebtedness and (y) unsecured deferred purchase price obligations to the extent reported under Section 8.01(g)) plus the Attributable Principal Amount of Sale and Leaseback Transactions that are not otherwise included in such Indebtedness shall not exceed $500 million in the aggregate at any time;

(e)           Indebtedness and obligations under Permitted Receivables Financings, provided that the Attributable Principal Amount of all such Permitted Receivables Financings shall not exceed (i) $1,000 million in the aggregate at any time on or after the Closing Date but prior to January 1, 2014; (ii) $1,200 million in the aggregate at any time on or after January 1, 2014 but prior to January 1, 2016, and (iii) $1,500 million in the aggregate at any time on or after January 1, 2016;

(f)            other Indebtedness of FME and its Subsidiaries in an aggregate principal amount at any time outstanding of up to:

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(i)            $1,500 million, plus

(ii)           an additional amount of €1,500 million (or, to the extent that any such Indebtedness is denominated in another currency, and not counted in the amount included in clause (i) above, the equivalent as calculated in Section 1.03);

(g)           customer deposits and advance payments received from customers for goods purchased in the ordinary course of business;

(h)           unsecured Indebtedness of FME and its Subsidiaries owing to FSE and any of its Subsidiaries (other than FME and its Subsidiaries) in an aggregate principal amount not to exceed $400 million at any time outstanding;

(i)            Indebtedness in respect of convertible bonds referred to in Section 8.03(e);

(j)            in addition to Indebtedness otherwise permitted under this Section 8.01,

(i)            the Existing Senior Notes;

(ii)           the Schuldscheindarlehen; and

(iii)          the EIB Loan;

and any refinancings, refundings, renewals and extensions thereof; provided, such refinancing, refundings, renewals and extensions occur in a twenty-four (24) calendar month period spanning twelve calendar months prior to the maturity or repayment of such Indebtedness and twelve calendar months after the maturity or repayment of such Indebtedness;

(k)           In addition to other Indebtedness permitted under this Section 8.01, Indebtedness of up to $950 million outstanding at any time assumed or incurred by members of the Consolidated Group that are not Wholly Owned Subsidiaries, including joint ventures and other entities in which FME, directly or indirectly, does not own all of the Capital Stock with ordinary voting power; and

(l)            In addition to other Indebtedness permitted under this Section 8.01, Indebtedness of up to $500 million assumed by members of the Consolidated Group in connection with a Permitted Acquisition and any related costs, fees and expenses.

8.02        Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)           Liens to secure the loans and obligations owing under this Credit Agreement and the other Credit Documents;

(b)           Liens securing obligations under Swap Contracts permitted hereunder;

(i)            without limit in the case of Swap Contracts with a Lender or an Affiliate of a Lender, provided that (A) such Liens are on the same collateral that secures the Obligations hereunder and (B) the obligations under such Swap Contract and the Obligations hereunder share pari passu in the collateral subject to such Liens; and

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(ii)           otherwise up to $75 million in obligations under Swap Contracts may be secured by Liens in other collateral, including cash collateral, whether or not the counterparties thereto are Lenders or Affiliates of Lenders;

(c)           Liens for taxes, assessments or governmental charges or levies not yet due or payable or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)           carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e)           pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(f)            deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)           easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h)           Liens securing attachments or judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments or pending a judicial determination of a dispute in an amount that would not constitute an Event of Default under Section 9.01(h) if judgment were granted in such amount;

(i)            Liens securing, or in respect of, obligations under capital leases or Synthetic Leases and purchase money obligations for fixed or capital assets permitted hereunder, provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;

(j)            Liens on the property or assets of any Credit Party granted in connection with Sale and Leaseback Transactions permitted hereunder;

(k)           Liens on the property or assets granted in connection with Permitted Receivables Financings (including any related filings of financing statements), provided that such Liens shall extend only to those accounts receivable and related property that are the subject of the Permitted Receivables Financing;

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(l)            leases and subleases of real property granted to others not interfering in any material respect with the business of any member of the Consolidated Group;

(m)          any interest of title of a lessor under, and Liens arising under UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Credit Agreement;

(n)           normal and customary rights of setoff and other liens on deposits of cash in favor of banks and other depository institutions arising as a matter of law or under customary general terms and conditions governing such deposits;

(o)           Liens in favor of customs and revenue authorities required as a matter of law to secure payment of customs duties in connection with the importation of goods;

(p)           Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying (i) Governmental Reimbursement Program Costs and (ii) other actions or claims pertaining to the same or related matters or other Medical Reimbursement Programs, provided in each case that (A) adequate reserves for such claims or actions have been established and (B) contributions to such trusts in respect of such actions or claims shall not exceed $60 million at any time;

(q)           Liens on the property of, and ownership interests in, members of the Consolidated Group that are not Wholly Owned Subsidiaries, including joint ventures and other entities in which FME, directly or indirectly, does not own all of the Capital Stock with ordinary voting power, securing Indebtedness permitted hereunder;

(r)            Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien otherwise permitted by this Section 8.02, provided that (i) such Indebtedness is not secured by any additional assets of the Consolidated Group and (ii) the amount of such Indebtedness secured by any such Lien is not increased;

(s)            Liens securing Indebtedness assumed or incurred in connection with a Permitted Acquisition as permitted under Section 8.01 on property that is acquired in connection with such Acquisition or subject to the Lien of an existing security agreement assumed in connection with such Acquisition;

(t)            Liens on cash and Investments of Captive Insurance Subsidiaries in connection with insurance arrangements subject to customary and prevailing market standards;

(u)           Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by members of the Consolidated Group in the ordinary course of business; and

(v)           Liens other than those referred to herein above; provided that (i) the aggregate amount of all Indebtedness secured thereby does not at any time exceed an amount equal to five percent (5%) of Consolidated Funded Debt and (ii) the Liens do not cover or extend to any of the Collateral pledged to secure the Obligations hereunder.

8.03        Investments.  Make any Investments, except:

(a)           cash (including cash held in non-time deposit accounts) and Cash Equivalents;

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(b)           accounts receivable created, acquired or made by a member of the Consolidated Group in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(c)           Investments consisting of stock, obligations, securities or other property received by a member of the Consolidated Group in settlement of accounts receivable (created in the ordinary course of business) from bankrupt obligors;

(d)           Support Obligations permitted by Section 8.01;

(e)           loans to employees, directors or officers in connection with the award of convertible bonds under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement in an aggregate amount not to exceed $20 million (net of Indebtedness owing by members of the Consolidated Group to such employees, directors or officers under convertible bonds) in the aggregate at any time outstanding;

(f)            other advances or loans to directors, officers, employees or agents not to exceed $20 million in the aggregate at any one time outstanding;

(g)           advances or loans to customers, suppliers and potential business partners that do not exceed $100 million in the aggregate at any one time outstanding;

(h)           Investments by a member or an Affiliate of a member of the Consolidated Group in connection with a Permitted Receivables Financing;

(i)            Permitted Acquisitions;

(j)            Investments by FME and its Subsidiaries in and to members of the Consolidated Group, whether or not Wholly-Owned, that are organized and existing under the laws of Approved Jurisdictions (other than the United States);

(k)           Investments by FME and its Subsidiaries in and to (i) FMCH and Wholly Owned Domestic Subsidiaries of FMCH, whether or not a Credit Party, and (ii) Foreign Subsidiaries of FMCH that are special purpose finance subsidiaries;

(l)            Investments by members of the Consolidated Group that are not organized and existing under the laws of an Approved Jurisdiction in and to other members of the Consolidated Group that are not organized and existing under the laws of an Approved Jurisdiction;

(m)          so long as at least 75% of consolidated total assets and 75% of Consolidated EBITDA are in or generated by members of the Consolidated Group that are Guarantors organized and existing under the laws of Approved Jurisdictions or their Subsidiaries organized and existing under the laws of Approved Jurisdictions, then Investment by members of the Consolidated Group organized and existing under the laws of Approved Jurisdictions, whether or not Guarantors, in and to other members of the Consolidated Group, whether or not organized and existing under the laws of Approved Jurisdictions, whether or not Wholly Owned and whether or not Guarantors;

(n)           Investments by FME and its Subsidiaries in and to Captive Insurance Subsidiaries, in addition to amounts otherwise permitted hereunder, necessary and appropriate to comply with legal and regulatory requirements and consistent with sound business practice, and

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Investments by the Captive Insurance Subsidiaries consistent with market practice and sound business practice;

(o)           Investments by FME and its Subsidiaries in and to joint ventures or other entities in which FME, directly or indirectly, owns less than a majority of the Capital Stock with ordinary voting power of such venture or entity; provided that the aggregate principal amount of all such Investments under this subsection (p), shall not exceed $900 million at any time;

(p)           loans and advances by FME and its Subsidiaries in FSE in an aggregate principal amount not to exceed $400 million;

(q)           Investments by members of the Consolidated Group in FSE or a common “cash pool” for investment purposes maintained by FSE for the investment of funds on an overnight basis; and

(r)            other loans, advances or investments of a nature whether or not contemplated in the foregoing subsections in an amount not to exceed $500 million in the aggregate at any time outstanding.

8.04        Merger and Consolidation; Dissolution; Restriction on Certain Foreign Subsidiaries.

(a)           Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom:

(i)            a Domestic Subsidiary may merge or consolidate with another Domestic Subsidiary, provided that (A) FMCH shall not merge or consolidate with another Person (other than NMC or a direct Wholly Owned Domestic Subsidiary of FME) unless FMCH shall be the surviving corporation or entity and (B) if the merger or consolidation involves a Domestic Credit Party then, in addition to the conditions contained in clause (A), the surviving corporation or entity shall be either the Domestic Credit Party or such surviving corporation or entity shall become a Guarantor pursuant to the terms of Section 7.12 immediately after the consummation of such merger or consolidation;

(ii)           a Foreign Subsidiary may merge or consolidate with any other Foreign Subsidiary, provided that (A) FME shall not merge or consolidate with another Person unless FME shall be the surviving corporation or entity and (B) if such merger or consolidation involves a Credit Party, the surviving corporation or entity shall either be a Credit Party or shall become a Guarantor pursuant to the terms of Section 7.12 immediately after the consummation of such merger or consolidation; and

(iii)          members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) the transaction shall constitute a Permitted Acquisition and shall be permitted by Section 8.03, (B)  if the member of the Consolidated Group that is a party to the merger or consolidation is a Wholly Owned Subsidiary of FMCH, then the surviving entity shall be a Wholly Owned Subsidiary of FMCH, (C) if the member of the Consolidated Group that is a party to the merger or consolidation is a Guarantor hereunder, the surviving entity shall be a Guarantor hereunder and (D) no Default or Event of Default shall then exist and be continuing immediately before or immediately after giving effect thereto.

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(b)           Neither FME nor FMCH will dissolve or otherwise permit termination of its existence, except in a merger or consolidation permitted under Section 8.04(a).

8.05        Dispositions.  Make any Disposition, except:

(a)           the sale of inventory in the ordinary course of business for fair consideration;

(b)           the sale or disposition of machinery and equipment no longer used or useful in the conduct of such Person’s business;

(c)           a Permitted Receivables Financing as provided for in Section 8.01(e);

(d)           in the case of Sale and Leaseback Transactions, Dispositions of property (i) if the subject lease is a capital lease under GAAP, the transaction shall be permitted under Section 8.01(d) and (ii) if the subject lease is an operating lease under GAAP, the sum of Indebtedness under capital leases, Synthetic Leases and purchase money obligations incurred to provide all or a portion of the purchase price (or cost of construction or acquisition), in each case for capital assets, plus the Attributable Principal Amount of Sale and Leaseback Transactions not otherwise included in the foregoing Indebtedness shall not exceed the amount referenced in Section 8.01(d);

(e)           Dispositions by members of the Consolidated Group to other members of the Consolidated Group unless they would be prohibited from making an Investment in such other member of the Consolidated Group under Section 8.03;

(f)            Dispositions from a Credit Party to any other member of the Consolidated Group that is not a Credit Party if (i) such Disposition consists of inventory that is sold in the ordinary course of business or (ii) such Dispositions are for fair consideration;

(g)           Dispositions in compliance with or consistent with any order, request or approval by, or any agreement with, any Governmental Authority in connection with, as a result of or as a condition to a Permitted Acquisition; and

(h)           Dispositions not otherwise permitted under this Section, provided that (i) the aggregate book value of property so sold or otherwise disposed of under this subsection (h) in any given fiscal year shall not exceed an amount equal to seven and one-half percent (7.5%) of Consolidated Net Worth as of the end of the fiscal year immediately preceding the date of determination, (ii) no Default or Event of Default shall then exist or would result therefrom after giving effect thereto on a Pro Forma Basis, (iii) at least seventy percent (70%) of the consideration received in connection with such Disposition shall be in the form of cash or cash equivalents and (iv) the Net Cash Proceeds therefrom shall be applied in accordance with the provisions of Section 2.06(c)(ii).

8.06        Restricted Payments.  FME will not make or permit any Restricted Payment, except, so long as no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, for the following:

(a)           the purchase, redemption or other acquisition of shares of its common stock or other common equity interests, or warrants and options in respect thereof, in an aggregate amount of up to €500 million in any calendar year; and

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(b)           other Restricted Payments in an aggregate amount not to exceed the amount set out in Schedule 8.06 in any calendar year.

8.07        Change in Nature of Business.  Engage in any material line of business substantially different from those lines of business conducted by the Consolidated Group on the date hereof or any business substantially related or incidental thereto.

8.08        Transactions with Affiliates.  Enter into any transaction with any Affiliate of the Borrowers, whether or not in the ordinary course of business, other than (a) as described on Schedule 8.08, (b) transactions between members of the Consolidated Group unless they would be prohibited from making an Investment in each other under Section 8.03, (c) customary fees and expenses paid to directors and (d) transactions that are on fair and reasonable terms substantially as favorable to such member of the Consolidated Group as would be obtainable by such member of the Consolidated Group at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

8.09        Fiscal Year.  Change its fiscal year without the prior written consent of the Required Lenders.

8.10        Financial Covenants.

(a)           Consolidated Leverage Ratio.  As of the end of each fiscal quarter, the Consolidated Leverage Ratio will not exceed:

Fiscal Quarters Ending	Maximum Consolidated Leverage Ratio
September 30, 2012 through September 29, 2013	3.50:1.00
September 30, 2013 through September 29, 2015	3.25:1.00
September 30, 2015 and after	3.00:1.00

(b)           Consolidated Interest Coverage Ratio.  As of the end of each fiscal quarter, the Consolidated Interest Coverage Ratio will not be less than 3.00:1.00.

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

9.01        Events of Default.  Any of the following shall constitute an Event of Default:

(a)           Non-Payment.  The Borrowers or any other Credit Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within five Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any commitment or other fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Credit Document; or

(b)           Specific Covenants.  The Borrowers fails to perform or observe any term, covenant or agreement contained in any of Section 7.02 or 7.03, or Article VIII; or

(c)           Other Defaults.  Any Credit Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Credit Document on its part to be performed or observed (subject to applicable grace or cure periods, if any) and such

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failure continues unremedied for a period of at least thirty days after the earlier of a Responsible Officer of a Credit Party becoming aware of such default or notice thereof by the Administrative Agent; or

(d)           Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrowers or any other Credit Party herein, in any other Credit Document, or in any document delivered in connection herewith or therewith shall prove to be false or misleading in any material respect when made or deemed made; or

(e)           Cross-Default.  (i) Any member of the Consolidated Group (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Support Obligations (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $100 million, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Support Obligations or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Support Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Support Obligations to become payable or cash collateral in respect thereof to be demanded (unless the event causing the delivery of cash collateral solely results from an event relating to a defaulting lender (or such other similar concept)); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrowers or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrowers or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrowers or such Subsidiary as a result thereof is greater than $100 million; or

(f)            Insolvency Proceedings, Etc.  Any member of the Consolidated Group (other than any Immaterial Foreign Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or

(g)           Inability to Pay Debts; Attachment.  (i) Any member of the Consolidated Group (other than any Immaterial Foreign Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or

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execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or

(h)           Judgments.  There is entered against member of the Consolidated Group (i) a final judgment or order for the payment of money in an aggregate amount exceeding $100 million (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) such judgment or order is not paid, bonded or otherwise discharged within thirty days of entry thereof and enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect (it being understood and agreed for the purposes of clarification that any judgment or order entered into in connection with the W.R. Grace bankruptcy that relates to the settlement of the fraudulent transfer and related claims against members of the Consolidated Group is not included within the scope of this provision); or

(i)            ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or would reasonably be expected to result in liability of the Borrowers under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $100 million, or (ii) the Borrowers or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $100 million; or

(j)            Invalidity of Credit Documents.  Any Credit Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Credit Party or any other Person contests in any manner the validity or enforceability of any Credit Document; or any Credit Party denies that it has any or further liability or obligation under any Credit Document, or purports to revoke, terminate or rescind any Credit Document;

(k)           Exclusion Event.  There occurs any Exclusion Event that has, or could reasonably be expected to have, a Material Adverse Effect; or

(l)            Change of Control.  There occurs any Change of Control.

9.02        Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)           declare the commitments of the Lenders to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)           declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

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(c)           require that the Borrowers Cash Collateralize their respective L/C Obligations (in each case, in an amount equal to the then Outstanding Amount thereof); and

(d)           exercise on behalf of itself and the Lenders all rights and remedies available to it or to the Lenders under the Credit Documents or applicable Law;

provided, however, that upon the occurrence of an Event of Default under Section 9.01(f), the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

9.03        Application of Funds.  After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including all reasonable fees, expenses and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including all reasonable fees, expenses and disbursements of any law firm or other counsel to the respective Lenders and the respective L/C Issuers and amounts payable under Article III), ratably among the Lenders in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders, the Swingline Lender and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder, and (c) the Administrative Agent for the account of the applicable L/C Issuers, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either

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been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE X

ADMINISTRATIVE AGENT AND COLLATERAL AGENT

10.01      Appointment and Authorization of Administrative Agent.

(a)           Each of the Lenders and the L/C Issuers hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither any Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions.

(b)           Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each Collateral Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any Collateral Document, together with such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary contained elsewhere herein or in any Collateral Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any Collateral Document or otherwise exist against the Collateral Agent.  Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the Collateral Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.  The Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent.

(c)           It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent or Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.  Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between the contracting parties.

10.02      Rights as a Lender.  The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept

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deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any of their Subsidiaries or Affiliates as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10.03      Exculpatory Provisions.  The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents, and its duties hereunder shall be administrative in nature.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)           shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)           shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c)           shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Credit Parties or their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Borrower, a Lender or an L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Credit Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, any other Credit Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.04      Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,

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instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the Credit Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.05      Delegation of Duties.  The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.  The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

10.06      Resignation of the Administrative Agent.

(a)           The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrowers.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above.  Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)           If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, in consultation with the Borrowers, appoint a successor.  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)           With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and

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obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.  After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Credit Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d)           Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender.  If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Loans or fund risk participations in L/C Unreimbursed Amounts pursuant to Section 2.03(b).  If Bank of America resigns as Swingline Lender, it shall retain all the rights of a Swingline Lender provided for hereunder with respect to Swingline 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 to fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(b).  Upon the appointment by the Borrowers of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swingline Lender, as applicable, (ii) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume its obligations with respect to such Letters of Credit.

10.07      Non-Reliance on Administrative Agent and Other Lenders.  Each of the Lenders and the L/C Issuers acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement.  Each of the Lender and the L/C Issuers also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own

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decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

10.08      No Other Duties.  Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, Joint Book Running Managers, Syndication Agents or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Credit Agreement or any of the other Credit Documents, except in their respective capacities, as applicable, as Administrative Agent, Lender or L/C Issuer hereunder.

10.09      Administrative Agent May File Proofs of Claim.  In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)           to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations  that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial proceeding; and

(b)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or L/C Issuer in any such proceeding.

10.10      Collateral and Guaranty Matters.

(a)           The Lenders and the L/C Issuers irrevocably authorize and direct the Administrative Agent, at its option and in its discretion,

(i)            to release any Lien on any property granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations, (II) Obligations described in clause (b) of the definition thereof) and the expiration or termination of all Letters of Credit (other

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than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (B) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any of the other Credit Documents, or (C) as approved in accordance with Section 11.01;

(ii)           to subordinate any Lien on any property granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 8.02(c) or (j);

(iii)          to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or if it is not a Required Guarantor, a Material Subsidiary or a Co-Borrower; and

(iv)          to release any Subsidiary from the pledge if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or is not a Required Guarantor, a Material Subsidiary or a Co-Borrower.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent to release or subordinate its interests in particular types of items of property or to release any Guarantor from its guaranty obligations hereunder pursuant to this Section 10.10.

(b)           The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.

10.11      Swap Contracts.  No Lender or any Affiliate of a Lender that is party to any Swap Contract permitted hereunder that obtains the benefits of Section 9.03 or the guaranties hereunder or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Credit Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the guaranties provided hereunder or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Credit Documents.  Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Swap Contracts unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender or Affiliate of a Lender that is party to such Swap Contract, as the case may be.

ARTICLE XI

MISCELLANEOUS

11.01      Amendments, Etc.  Except as expressly provided herein below, no amendment or waiver of, or any consent to deviation from, any provision of this Credit Agreement or any other Credit Document shall be effective unless in writing and signed by the Required Lenders (or by the

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Administrative Agent on behalf of the Required Lenders upon receipt of a consent and direction letter from the Required Lenders) and the applicable Borrowers and Credit Parties, as the case may be, and acknowledged by the Administrative Agent, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given; provided, however, that:

(a)           no such amendment, waiver or consent (however characterized) shall be effective without the written consent of each Lender directly affected thereby (whose consent shall be sufficient therefor without the consent of the Required Lenders) to:

(i)            extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02), without the written consent of such Lender (it being understood and agreed that amendment or waiver of any condition precedent set forth in Section 5.02 or of any Default or Event of Default or a mandatory reduction in Commitments shall not be considered an extension or increase in Commitments for purposes hereof);

(ii)           waive non-payment or postpone any date fixed by this Credit Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amount due to the Lenders (or any of them) or any scheduled reduction of Commitments hereunder or under any other Credit Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;

(iii)          reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (v) of the last proviso of this Section 11.01) any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender entitled to receive such amount; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(iv)          amend Section 1.06 or the definition of “Alternative Currency”;

(v)           change any provision of this Section 11.01(a) or the definitions of “Required Lenders”, “Required USD Revolving Lenders”, “Required Euro Revolving Lenders”, “Required Multi-Currency Revolving Lenders” or “Required Tranche A Term Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby;

(vi)          release all or substantially all of the Guarantors from their obligations under the Credit Documents (other than as provided herein or as appropriate in connection with transactions permitted hereunder) without the written consent of each Lender directly affected thereby;

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(vii)         except in connection with a Disposition permitted under Section 8.05 or as permitted by Section 10.10, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby; or

(viii)        amend the provisions of the third sentence of Section 2.14(a);

(b)           unless also signed by the Required USD Revolving Lenders, no such amendment, waiver or consent shall:

(i)            waive any Default or Event of Default for purposes of Section 5.02,

(ii)           amend or waive any mandatory prepayment on USD Revolving Loan Obligations under Section 2.06(b) or the manner of application thereof to the USD Revolving Loan Obligations under Section 2.06(c), or

(iii)          amend or waive the definition of “Required USD Revolving Lenders”;

(c)           unless also signed by the Required Euro Revolving Lenders, no such amendment, waiver or consent shall:

(i)            waive any Default or Event of Default for purposes of Section 5.02,

(ii)           amend or waive any mandatory prepayment on Euro Revolving Loan Obligations under Section 2.06(b) or the manner of application thereof to the Euro Revolving Loan Obligations under Section 2.06(c), or

(iii)          amend or waive the definition of “Required Euro Revolving Lenders”;

(d)           unless also signed by the Required Multi-Currency Revolving Lenders, no such amendment, waiver or consent shall:

(i)            waive any Default or Event of Default for purposes of Section 5.02,

(ii)           amend or waive any mandatory prepayment on Multi-Currency Revolving Loan Obligations under Section 2.06(b) or the manner of application thereof to the Multi-Currency Revolving Loan Obligations under Section 2.06(c), or

(iii)          amend or waive the definition of “Required Multi-Currency Revolving Lenders”;

(e)           unless also signed by the Required Revolving Lenders, no such amendment, waiver or consent shall amend or waive the provisions of Section 5.02 (Conditions to all Credit Extensions), Section 7.12 (Guarantors), Article VIII (Negative Covenants), Article IX (Events of Default and Remedies), this Section 11.01(d) or the definition of “Required Revolving Lenders”;

(f)            unless also consented to in writing by the affected L/C Issuer, no such amendment, waiver or consent shall affect the rights or duties of such L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;

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(g)           unless also consented to in writing by the affected Swingline Lender, no such amendment, waiver or consent shall affect the rights or duties of such Swingline Lender under this Credit Agreement;

(h)           unless also consented to in writing by the Administrative Agent, no such amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Credit Document;

(i)            unless also consented to in writing by the Collateral Agent, no such amendment, waiver or consent shall affect the rights or duties of the Collateral Agent, under this Credit Agreement or any other Credit Document;

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

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

(ii)           amend or waive the provisions of this Section 11.01(j) or the definition of “Required Tranche A Term Lenders”;

(k)           unless also signed by Lenders holding in the aggregate more than fifty percent (50%) of each other term loan established under the Incremental Loan Facilities (excluding for the purposes of such determination the amounts held by any Defaulting Lender), no amendment, waiver or consent shall:

(i)            amend or waive any mandatory prepayment on such term loan under Section 2.06(b) or the manner of application thereof to any such term loan under Section 2.06(c); or

(ii)           amend or waive the provisions of this Section 11.01(k);

provided however, that notwithstanding anything to the contrary contained herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of such Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy or insolvency reorganization plan that affects the Loans, (iii) each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (iv) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and any such determination shall be binding on all the Lenders, and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

Notwithstanding any provision herein to the contrary, this Credit Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Administrative Agent for the Incremental Loan Facilities established hereunder, and otherwise, with the written consent of the

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Required Lenders, the Administrative Agent and the Credit Parties (i) to add one or more additional revolving credit or term loan facilities to this Credit Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Credit Agreement and the other Credit Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.

Further, notwithstanding anything herein to the contrary, if following the Closing Date, the Administrative Agent and FME shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, then the Administrative Agent and FME shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Documents if the same is not objected to in writing by the Required Lenders within ten Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment).

11.02      Notices; Effectiveness; Electronic Communication.

(a)           Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)            if to any Credit Party, the Administrative Agent, any L/C Issuer or the Swingline Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(ii)           if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Credit Parties).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)           Electronic Communications.  Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including unencrypted e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or L/C Issuer, as applicable, has notified the Administrative Agent that it is

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incapable of receiving notices under such Article by electronic communication.  The Administrative Agent, the Swingline Lender, the L/C Issuers and the Borrowers may, in their discretion, agree to accept notices and other communications hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor provided that, for both clauses (i) and (ii), if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice, e-mail or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)           The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CREDIT PARTY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE CREDIT PARTY MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE CREDIT PARTY MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, Lender, L/C Issuer or other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of Credit Party Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Borrower or any other Credit Party, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)           Change of Address, Etc.  Each of the Borrowers, the Administrative Agent, the L/C Issuers and the Swingline Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Credit Parties, the Administrative Agent, the L/C Issuers and the Swingline Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Credit Party Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain

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material non-public information with respect to the Borrowers or their securities for purposes of United States Federal or state securities laws.

(e)           Reliance by Administrative Agent, L/C Issuers and Lenders.  The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices, L/C Applications and Swingline Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Credit Parties shall indemnify each of the Administrative Agent, L/C Issuers, the Lenders and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Credit Party.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03      No Waiver; Cumulative Remedies; Enforcement.  No failure by any Lender, L/C Issuer, Swingline Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Credit Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Credit Document (including the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided and provided under each of the other Credit Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder and under the other Credit Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Credit Documents, (b) the L/C Issuers or the Swingline Lenders from exercising the rights and remedies that inure to their benefit (solely in their capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Credit Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.12), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Credit Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04      Expenses; Indemnity; Damage Waiver.

(a)           Costs and Expenses.  The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates (including the reasonable fees, charges and disbursements of Moore & Van Allen, PLLC, as counsel for the Administrative Agent, the Collateral Agent and the Lenders and of special and local counsel to the Administrative Agent, the Collateral Agent and the Lenders), in connection with the syndication of the

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credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Credit Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans or Letters of Credit.

(b)           Indemnification by the Borrowers.  The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, the Collateral Agent, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Credit Documents Person (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrowers or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.  Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)           Reimbursement by Lenders.  To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), an L/C Issuer, Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such L/C Issuer, Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total Loans and Commitments hereunder at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such

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payment to be made severally among them based on such Lender’s pro rata share as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent or such L/C Issuer or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent or an L/C Issuer or Swingline Lender in connection with such capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.11(d).

(d)           Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, the Credit Parties shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e)           Payments.  All amounts due under this Section shall be payable not later than 30 Business Days after demand therefor.

(f)            Survival.  The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other obligations hereunder or under any of the other Credit Documents.

11.05      Payments Set Aside.  To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent on demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment.  The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Credit Agreement.

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11.06      Successors and Assigns.

(a)           Successors and Assigns Generally.  The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

(b)           Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement and the other Credit Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that (in each case with respect to any credit facility) any such assignment shall be subject to the following conditions:

(i)            Minimum Amounts.

(A)          in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any credit facility provided hereunder and/or the related Loans at the time owing to it (in each case with respect to any credit facility provided hereunder) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)          in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5 million, in the case of an assignment of Revolving Commitments (and the Revolving Loans relating thereto), and $1 million, in the case of an assignment of a Term Loan, unless (x) the Revolving Commitments (and the Revolving Loans relating thereto) and the Term Loan subject to such assignment is the full amount of the assignor’s interest therein, as applicable, or (y) each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, FME otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an

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Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; and

(ii)           Proportionate Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among its separate Revolving Commitments (and the Revolving Loans relating thereto) and Term Loans (and the Commitments relating thereto) on a non-pro rata basis;

(iii)          Required Consents.  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)          the consent of FME (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment, (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that FME shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof or (3) such assignment is assigned by the Lenders that are the Administrative Agent, Syndication Agent or Documentation Agents during the primary syndication of the Loans and Commitments;

(B)          the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Loan Commitment or any Revolving Commitment, if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable credit facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;

(C)          the consent of the applicable L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(D)          the consent of the applicable Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving Commitment relating thereto.

(iv)          Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $2,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)           No Assignment to Certain Persons.  No such assignment shall be made to (A) any Borrower or any of their Affiliates or Subsidiaries, (B) any Defaulting Lender or any of

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its Affiliates or Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) a natural person.

(vi)          Certain Additional Payments.  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each L/C Issuer, each Swingline Lender or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its pro rata share.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Credit Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from the Lender’s having been a Defaulting Lender.  Upon request, each applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)           Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement.  In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender.  The Register shall be available for inspection by any of the Borrowers, the L/C Issuers and the Lenders, at any reasonable time and from time to time upon reasonable prior notice.

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(d)           Participations.  Any Lender may at any time, without the consent of, or notice to, FME or the other Credit Parties or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender, any Borrower or any of their respective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement.  For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that extends the time for, reduces the amount or alters the application of proceeds with respect to such obligations and payments required thereon that directly affects such Participant.  The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.  Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)           Limitations on Participant Rights.  A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to

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receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with each applicable Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless each applicable Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of each such Borrower, to comply with Sections 3.01(e) and 3.06 as though it were a Lender.

(f)            Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)           Resignation as L/C Issuer or Swingline Lender after Assignment.  Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitments (and the Revolving Loans relating thereto) pursuant to subsection (b) above, Bank of America may, (i) upon thirty (30) days’ notice to the Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as Swingline Lender.  In the event of any such resignation as L/C Issuer or Swingline Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swingline Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in L/C Unreimbursed Amounts pursuant to Section 2.03(c)).  If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c).  Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (b) any successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

11.07      Treatment of Certain Information; Confidentiality.  Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and

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obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(d), or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative, credit insurance or other transaction under which payments are to be made by reference to the Borrowers and their obligations, this Credit Agreement or payments hereunder, (g) to Numbering Service Providers as provided hereinbelow, (h) on a confidential basis to (i) any rating agency in connection with rating the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (i) with the consent of the applicable Borrower or (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers.

For purposes of this Section, “Information” means all information received from the Borrowers or any Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning any of the Borrowers or their Subsidiaries, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

Any Lender may disclose to any national or international numbering service provider (a “Numbering Service Provider”) appointed by any Credit Party to provide identification numbering services in respect of this Credit Agreement, the credit facilities established hereunder and/or one or more of the Credit Parties the following information; provided that such information is not price-sensitive information which has not otherwise been published or is available in the public domain:

(i) names of the Credit Parties; (ii) country of domicile of the Credit Parties, (iii) place of incorporation of the Credit Parties, (iv) date of this Credit Agreement, (v) the names of the Administrative Agent and Arrangers, (vi) the date of each amendment and restatement of this Credit Agreement, (vii) the amount of total loans and commitments under this Credit Agreement, (viii) the currencies of the credit facilities under this Credit Agreement, (ix)  the type of credit facilities under this Credit Agreement, (x) the ranking of the credit facilities under this Credit Agreement, (xi) the termination and maturity dates for credit facilities under this Credit Agreement, (xii) changes to any of the information previously supplied pursuant to the foregoing clauses (i) through (xii) hereof, and (xiii) such other information as may be agreed between such Lenders and FME,

to enable such Numbering Service Provider to provide its usual syndicated loan numbering identification services.  The parties acknowledge and agree that each identification number assigned to this Credit Agreement, the credit facilities established hereunder and/or one or more of the Credit Parties by a Numbering Service Provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that Numbering Service Provider.  Each Credit Party represents that none of the information set out above is, nor will be at any

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time be, unpublished price-sensitive information.  The Administrative Agent shall notify FME of (A) the name of any Numbering Service Provider appointed by the Administrative Agent in respect of this Credit Agreement, the credit facilities established hereunder and/or one or more of the Credit Parties, and (B) the number or, as the case may be, numbers assigned to the Credit Agreement, the credit facilities established hereunder and/or one or more of the Credit Parties by such Numbering Service Provider.

11.08      Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower or any other Credit Party against any and all of the obligations of such Borrower or such Credit Party now or hereafter existing under this Credit Agreement or any other Credit Document to such Lender or L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender or L/C Issuer or Affiliate shall have made any demand under this Credit Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or L/C Issuer different from the branch, office or Affiliate  holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender, L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have.  Each Lender and L/C Issuer agrees to notify each applicable Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.09      Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Credit Document, the interest paid or agreed to be paid under the Credit Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10      Counterparts; Integration; Effectiveness.  This Credit Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Credit Agreement, the other Credit Documents and any separate letter agreements with respect to fees payable to the Administrative Agent and the L/C Issuer constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 5.01, this Credit Agreement shall

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become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Credit Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Credit Agreement.

11.11      Survival of Representations and Warranties.  All representations and warranties made hereunder and in any other Credit Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12      Severability.  If any provision of this Credit Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Credit Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Credit Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, an L/C Issuer or a Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13      Replacement of Lenders.  If (a) any Lender requests compensation under Section 3.04, (b) any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, and, in each case, such Lender has declined to or is unable to designate a different Lending Office in accordance with Section 3.06(a), (c) a Lender (a “Non-Consenting Lender”) does not consent to a proposed amendment, consent, change, waiver, discharge or termination with respect to any Credit Document that has been approved by the Required Lenders, the Required Revolving Lenders or the Required Tranche A Term Lenders (or the required lenders for any other term loan established under the Incremental Loan Facilities), as appropriate (including, without limitation, by a failure to respond in writing to a proposed amendment by the date and time specified by the Administrative Agent) as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders of a particular class of loans, or (d) any Lender is a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Credit Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i)            the respective Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b)(iv);

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(ii)           such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and, with respect to Revolving Lenders, L/C Borrowings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts);

(iii)          in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)          such assignment does not conflict with applicable Laws; and

(v)           in the case of any such assignment from a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent;

provided that the failure by a Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and, with respect to the Revolving Lenders, participations in L/C Obligations pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

11.14      Source of Funds.  .  Each of the Lenders party to this Credit Agreement hereby represents and warrants to the Borrowers that at least one of the following statements is an accurate representation as to the source of funds to be used by such Lender in connection with the financing hereunder:

(a)           no part of such funds constitutes assets allocated to any separate account maintained by such Lender in which any employee benefit plan (or its related trust) has any interest;

(b)           to the extent that any part of such funds constitutes assets allocated to any separate account maintained by such Lender, such Lender has disclosed to the Borrowers the name of each employee benefit plan whose assets in such account exceed ten percent (10%) of the total assets of such account as of the date of such purchase (and, for purposes of this subsection (b), all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan);

(c)           to the extent that any part of such funds constitutes assets of an insurance company’s general account, such insurance company has complied with all of the requirements of the regulations issued under Section 401(c)(1)(A) of ERISA; or

(d)           such funds constitute assets of one or more specific benefit plans that such Lender has identified in writing to the Borrowers.

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As used in this Section, the terms “employee benefit plan” and “separate account” shall have the respective meanings provided in Section 3 of ERISA.

11.15      Governing Law; Jurisdiction; Etc.

(a)           GOVERNING LAW.  THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT (EXCEPT, AS TO ANY OTHER CREDIT DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)           SUBMISSION TO JURISDICTION.  EACH OF THE BORROWERS AND OTHER CREDIT PARTIES  IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, THE SWINGLINE LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS CREDIT AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER OR SWINGLINE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)           WAIVER OF VENUE.  EACH OF THE BORROWERS AND OTHER CREDIT PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)           SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.

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NOTHING IN THIS CREDIT AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

IF ANY CREDIT PARTY THAT IS NOT ORGANIZED IN THE UNITED STATES DOES NOT HAVE A PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES OR ANY STATE OR OTHER POLITICAL SUBDIVISION THEREOF (EACH, A “FOREIGN CREDIT PARTY”), SUCH FOREIGN CREDIT PARTY HEREBY IRREVOCABLY DESIGNATES AND APPOINTS FMCH (IN SUCH CAPACITY, THE “PROCESS AGENT”), AS ITS AUTHORIZED AGENT, TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF, SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO IN THIS SECTION 11.14 IN ANY FEDERAL OR NEW YORK STATE COURT, AND HEREBY CONSENTS TO PROCESS BEING SERVED UPON THE PROCESS AGENT IN ANY SUCH SUIT, ACTION OR PROCEEDING.  EACH FOREIGN CREDIT PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIM OF ERROR BY REASON OF ANY SUCH SERVICE AND AGREES THAT SUCH SERVICE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING AND SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID AND PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH FOREIGN CREDIT PARTY.  NOTHING IN THIS PROVISION SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST A FOREIGN CREDIT PARTY IN THE COURTS OF ANY JURISDICTION OR JURISDICTIONS.  THE DESIGNATION AND APPOINTMENT OF THE PROCESS AGENT SHALL BE IRREVOCABLE UNTIL ALL PRINCIPAL AND INTEREST AND ALL OTHER AMOUNTS PAYABLE BY ANY FOREIGN CREDIT PARTY UNDER THIS CREDIT AGREEMENT AND ANY OTHER CREDIT DOCUMENT SHALL HAVE BEEN PAID IN FULL IN ACCORDANCE WITH THE PROVISIONS HEREOF AND THEREOF.  IF SUCH AGENT SHALL CEASE SO TO ACT, EACH FOREIGN CREDIT PARTY COVENANTS AND AGREES TO DESIGNATE IRREVOCABLY AND APPOINT WITHOUT REASONABLE DELAY ANOTHER SUCH AGENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.

11.16      Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.17      No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), each of the Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers and the Lenders are

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arm’s-length commercial transactions between the Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Credit Parties or any of their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers nor the Lenders has any obligation to the Credit Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Parties and their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to any Borrower, any other Credit Party or any of their respective Affiliates.  To the fullest extent permitted by Law, each of the Borrowers and the other Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.18      USA PATRIOT Act Notice.  Each Lender that is subject to the Patriot Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Credit Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of the Credit Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Credit Parties in accordance with the Act.  The Credit Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

11.19      Judgment Currency.  If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given.  The obligation of each Credit Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss.  If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the

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Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

11.20      Electronic Execution of Assignments and Certain Other Documents.  The words “execute”, “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.21      Power of Attorney

(a)           Without limiting any other authority granted to the Collateral Agent herein or in any other Credit Document, each Lender party to this Credit Agreement hereby specifically authorizes the Collateral Agent to enter into, as agent on behalf of the Lenders party to this Credit Agreement (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 of Section 181 of the German Civil Code (if and to the extent legally permissible).  The Collateral Agent has the power to sub delegate its powers as agent of each of the Lenders granted by this Section 11.20(a) to third parties, including the release from the restrictions of Section 181 of the German Civil Code (provided that the Collateral Agent itself is exempt from the restrictions of Section 181 of the German Civil Code) and to approve any actions taken by such third parties as agents without power of attorney (Vertreter ohne Vertretungsmacht)..

(b)           The Credit Parties hereby specifically authorize and instruct FME 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 FME may deem necessary in connection with such agreements (including any action or declaration that FME deems to be necessary in order to create and continue valid obligations under such agreements governed by German Law).  FME has the power to sub delegate its powers as agent of each of the Credit Parties granted by this Section 11.20(b) to third parties.

11.22      Limitation of Liability for German Guarantors.  With respect to the liability of a Guarantor existing and/or incorporated in the Federal Republic of Germany in the form of a company with limited liability (GmbH) or a German limited partnership having a GmbH as general partner (GmbH

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& Co. KG) (“German Guarantor”), and in each case only to the extent such German Guarantor secures the Indebtedness of FME or any of its Subsidiaries (other than such German Guarantor and its Subsidiaries), the following provisions apply:

(a)           Nothing herein shall lead to an obligation of a Guarantor to make a payment under a Guaranty or an indemnity under the Credit Documents and the Collateral Agent and the Administrative Agent agree not to enforce any obligation to render such payments to the extent that the application of the proceeds would cause (i) a German Guarantor’s (or in the case of a GmbH & Co. KG, its general partner’s) net assets (Reinvermögen - calculated as the sum of the balance sheet positions shown under § 266(2)(A), (B) and (C) German Commercial Code (Handelsgesetzbuch)) less the sum of the liabilities (shown under the balance sheet positions pursuant to § 266(3)(B), (C) and (D) German Commercial Code) - to fall below such German Guarantor’s (or in the case of a GmbH & Co. KG, its general partner’s) registered share capital (Stammkapital) or (ii) (if the amount of the net assets is already less than the registered share capital) cause such amount to be further reduced and, in either case, thereby affecting the assets required for the obligatory preservation of its registered share capital according to section 30, 31 of the German Limited Liability Company Act (GmbHG) (such event a “Capital Impairment”). For the purpose of calculating the Capital Impairment, the following adjustments will be made:

(i)          the amount of any increase of the registered share capital out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) after the date of this Credit Agreement that has been effected without the prior consent of the Administrative Agent shall be deducted from the registered share capital; and

(ii)         liabilities incurred in violation of the provisions of any of the Credit Documents shall be disregarded.

(b)           In the event such German Guarantor’s (or in the case of a GmbH & Co. KG, its general partner’s) net assets fall below its registered share capital, such German Guarantor, upon request of the Administrative Agent, will realize in due course, to the extent legally permitted, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if the relevant assets are not necessary for such German Guarantor’s business (nicht betriebsnotwendiges Vermögen).

(c)           If such German Guarantor objects to the amount demanded by the Administrative Agent under a Guaranty or an indemnity under the Credit Documents within twenty (20) Business Days after the Administrative Agent has submitted to the relevant Guarantor a payment demand, the German Guarantor shall appoint within five (5) Business Days a reputable international auditor to determine the exact amount up to which payment can be made under the Guaranty or indemnity under the Credit Documents without causing a Capital Impairment. The auditor shall notify the German Guarantor and the Administrative Agent of the maximum amount payable under the Guaranty or indemnity under the Credit Documents within forty (40) Business Days after its appointment. The costs of such auditor’s determination shall be borne by the German Guarantor. The determination of the auditor shall be binding for such German Guarantor, the Administrative Agent and the Lenders (except for manifest error). To the extent that any payment has been made under a Guaranty or an indemnity under the Credit Documents by the relevant Guarantor that would be necessary for the German Guarantor (or in the case of a GmbH & Co. KG, its general partner) to be able to cure any Capital Impairment or Liquidity Impairment (as defined below) such payment shall immediately — upon such German Guarantor’s demand — be returned

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to the German Guarantor by any Person receiving such payment, provided, however, in no event shall the Administrative Agent have any responsibility or liability for the return of any such payment distributed to any Lender by the Administrative Agent, including, without limitation, any obligation to seek return of such amounts from such Lender.

(d)           The maximum amount payable under a Guaranty or an indemnity under the Credit Documents shall be limited to the extent and as long as the German Guarantor as a consequence of the payment would be unable to pay its debts when due (zahlungsunfähig) within the meaning of section 64 GmbHG (such event a “Liquidity Impairment”). For the purpose of establishing whether a Liquidity Impairment would occur, payments made by the German Guarantor after the Administrative Agent has notified the German Guarantor of its intention to enforce the Guaranty or any indemnity under the Credit Documents with respect to payment obligations that are not due at the time of the payment shall be disregarded, unless the Administrative Agent has consented to such payments (at the direction of the Required Lenders). From the time the Administrative Agent has notified the German Guarantor and FME of its intention to enforce the Guaranty or any indemnity under the Credit Documents, FME may not make any payment demands against such German Guarantor under shareholder loans and all such payment obligations of such German Guarantor towards FME shall be deferred, subordinated or waived as FME sees fit, until the Administrative Agent notifies such German Guarantor that it is no longer enforcing the Guaranty or indemnity under the Credit Documents or the Administrative Agent consents (at the direction of the Required Lenders) to the payments to be made to FME. Such notice may be delivered by the Administrative Agent at any time and, if not previously delivered, will be delivered by the Administrative Agent after the Loans under the Credit Documents have been repaid in full.

(e)           If (i) the German Guarantor does not object to the payment amount within the 20 Business Days period or (ii) if the German Guarantor does not appoint the auditor within the 5 Business Days period or (iii) if the auditor fails to notify the amount payable within the 40 Business Days period, then the Administrative Agent shall be entitled to enforce the Guaranty or indemnity under the Credit Documents without further delay. The burden of demonstration and proof (Darlegungs- und Beweislast) regarding the Capital Impairment and the maximum amount payable under the Credit Documents shall remain with the German Guarantor.

(f)            The limitations in this Section 11.22 as to the Capital Impairment shall not apply in each of the following cases: (i) if and to the extent a German Guarantor secures any amounts borrowed under the Credit Documents which are lent or on-lent to the German Guarantor or any of its subsidiaries from time to time, (ii) while control or profit pooling agreements exist between such German Guarantors and FME (such as, with respect to FMCD, the loss and profit pooling agreement (Ergebnisübernahmevertrag) between FMCD and FMC BetGes, and with respect to FMC BetGes, the profit pooling agreement (Ergebnisübernahmevertrag) between FMC BetGes and FME dated December 23, 1997), and (iii) to the extent the German Guarantor has an adequate compensation claim (vollwertiger Gegenleistungs- oder Rückgewähranspruch) against its parent company or FME that compensates for any loss incurred due to any payment by the German Guarantor (or in the case of a GmbH & Co. KG, its general partner) under the Guaranty or any indemnity under the Credit Documents.

[SIGNATURES ON FOLLOWING PAGES]

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

BORROWER AND GUARANTOR:	FRESENIUS MEDICAL CARE AG & Co.
	KGaA, a German partnership limited by shares,
	Represented by FRESENIUS MEDICAL CARE MANAGEMENT AG, a German corporation, its general partner
	By:	/s/ Michael Brosnan
	Name: Michael Brosnan
	Title: Member of the management Board
	By:	/s/ Kent Wanzek
	Name: Kent Wanzek
	Title: Member of the Management Board

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

BORROWER AND GUARANTOR:	FRESENIUS MEDICAL CARE HOLDINGS,
	INC., a New York corporation
	By:	/s/ Mark Fawcett
	Name: Mark Fawcett
	Title: Vice President and Assistant Treasurer

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

CO-BORROWERS AND GUARANTORS:

NATIONAL MEDICAL CARE, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF CALIFORNIA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF GEORGIA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF LOUISIANA, LLC, a Delaware limited liability company

BIO-MEDICAL APPLICATIONS OF MINNESOTA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF MISSISSIPPI, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF NEW HAMPSHIRE, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF NEW JERSEY, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF NEW MEXICO, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF NORTH CAROLINA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF OHIO, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF PENNSYLVANIA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF TENNESSEE, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF TEXAS, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF WEST VIRGINIA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF VIRGINIA, 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 corporation

WSKC DIALYSIS SERVICES, INC., an Illinois corporation

FRESENIUS MANAGEMENT SERVICES, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF MARYLAND, INC., a Delaware corporation

RENAL CARE GROUP, INC., a Delaware corporation

DIALYSIS CENTERS OF AMERICA — ILLINOIS, INC., an Illinois corporation

RENAL CARE GROUP OF THE MIDWEST, INC., a Kansas corporation

RENAL ADVANTAGE HOLDINGS, INC., a Delaware corporation

RENAL ADVANTAGE INC., a Delaware corporation

LIBERTY DIALYSIS, LLC, a Delaware limited liability company

AMERICAN ACCESS CARE HOLDINGS, LLC, a Delaware limited liability company

BIO-MEDICAL APPLICATIONS OF MISSOURI, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF WISCONSIN, INC., a Delaware corporation

DIALYSIS MANAGEMENT CORPORATION, a Texas corporation

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC., a Delaware corporation

NNA OF ALABAMA, INC., an Alabama corporation

BIO-MEDICAL APPLICATIONS OF DELAWARE, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF FAYETTEVILLE, INC., a Delaware corporation

RENAL CARE GROUP OF THE SOUTH, INC., a Delaware corporation

RENAL CARE GROUP OF THE SOUTHEAST, INC., a Florida corporation

RENAL CARE GROUP ALASKA, INC., an Alaska corporation

RENAL CARE GROUP EAST, INC., a Pennsylvania corporation

RCG MISSISSIPPI, INC., a Delaware corporation

RENAL CARE GROUP NORTHWEST, INC., a Delaware corporation

RENAL CARE GROUP TEXAS, INC., a Texas corporation

RCG UNIVERSITY DIVISION, INC., a Tennessee corporation

RENAL CARE GROUP SOUTHWEST HOLDINGS, INC., a Delaware corporation

RENAL RESEARCH INSTITUTE, LLC, a New York limited liability company

RENEX DIALYSIS CLINIC OF WOODBURY, INC., a New Jersey corporation

SPECTRA EAST, INC., a Delaware corporation

By:	/s/ Mark Fawcett
Name:	Mark Fawcett
Title:	Vice President and Treasurer for each of the foregoing

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

GUARANTORS:	FRESENIUS MEDICAL CARE
	DEUTSCHLAND GmbH, a German limited
	liability company
	By:	/s/ Alexandra Dambeck
	Name:	Alexandra Dambeck
	Title:	Managing Director
	By:	/s/ Eberhard Sieger
	Name:	Eberhard Sieger
	Title:	Managing Director
	FRESENIUS MEDICAL CARE
	BETEILIGUNGSGESELLSCHAFT mbH,
	a German limited liability company
	By:	/s/ Dr. Emanuele Gatti
	Name:	Dr. Emanuele Gatti
	Title:	Managing Director
	By:	/s/ Dr. Ranier Runte
	Name:	Dr. Ranier Runte
	Title:	Managing Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

GUARANTORS:	FRESENIUS MEDICAL CARE US
	BETEILIGUNGSGESELLSCHAFT mbH, a German
	limited liability company
	By:	/s/ Josef Dinger
	Name:	Josef Dinger
	Title:	Managing Director
	FRESENIUS MEDICAL CARE US ZWEI
	VERMÖGENSVERWALTUNGS GmbH & Co. KG,
	a German limited partnership
	By:		Fresenius Medical Care Vermögens-
			verwaltungs GmbH, a German limited
			liability company, its General Partner
	By:	/s/ Josef Dinger
	Name:	Josef Dinger
	Title:	Managing Director
	FRESENIUS MEDICAL CARE GmbH,
	a German limited liability company
	By:	/s/ Gunther Klotz
	Name:	Gunther Klotz
	Title:	Managing Director
	By:	/s/ Michael Mareth
	Name:	Michael Mareth
	Title:	Managing Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

GUARANTORS:	FMC FINANCE II S.à r.l., a private limited
	company (société à responsabilité limitée)
	organized under the laws of Luxembourg
	By:	/s/ Gabriele Dux
	Name:	Gabriele Dux
	Title:	Manager
	FMC FINANCE VI S.A., a société anonyme
	organized under the laws of Luxembourg
	By:	/s/ Gabriele Dux
	Name:	Gabriele Dux
	Title:	Director
	FMC FINANCE VII S.A, a société anonyme
	organized under the laws of Luxembourg
	By:	/s/ Gabriele Dux
	Name:	Gabriele Dux
	Title:	Director
	FMC FINANCE VIII S.A, a société anonyme
	organized under the laws of Luxembourg
	By:	/s/ Gabriele Dux
	Name:	Gabriele Dux
	Title:	Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

GUARANTOR:	FRESENIUS MEDICAL CARE NORTH
	AMERICA HOLDINGS LIMITED
	PARTNERSHIP, a Delaware limited partnership
	By:	Fresenius Medical Care US Vermögensver-
		waltungs GmbH and Co. KG, a German limited partnership, its General Partner
		By:	Fresenius Medical Care Vermögensverwaltungs
			GmbH, a German limited liability
			company, its General Partner
		By:	/s/ Josef Dinger
		Name:	Josef Dinger
		Title:	Managing Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

GUARANTORS:	BIO-MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC., a Delaware corporation
	BIO-MEDICAL APPLICATIONS OF MAINE, INC., a Delaware corporation
	EVEREST HEALTHCARE HOLDINGS, INC., a Delaware corporation
	FRESENIUS SECURITIES, INC., a California corporation
	SRC HOLDING COMPANY, INC., a Delaware corporation
	FRESENIUS MEDICAL CARE US FINANCE, INC., a Delaware corporation
	FRESENIUS MEDICAL CARE US FINANCE II, INC., a Delaware corporation
	FRESENIUS MEDICAL CARE B, LLC, a Delaware limited liability company
	STAT DIALYSIS CORPORATION, a Delaware corporation
	LIBERTY DIALYSIS HOLDINGS, INC., a Delaware corporation
	LIBERTY DIALYSIS INTERMEDIATE HOLDINGS II, INC., a Delaware corporation
	RENAL ADVANTAGE PARTNERS, LLC, a Delaware limited liability company
	RA ACQUISITION CO., LLC, a Delaware limited liability company
	RAI II, LLC, a Delaware limited liability company
	RAI CARE CENTERS HOLDINGS I, LLC, a Delaware limited liability company
	RAI CARE CENTERS HOLDINGS II, LLC, a Delaware limited liability company
	LIBERTY DIALYSIS INTERMEDIATE HOLDINGS, INC., a Delaware corporation
	LIBERTY DIALYSIS, INC., a Delaware corporation
	LIBERTY II, INC., a Delaware corporation
	LIBERTY III, INC., a Delaware corporation
	LIBERTY IV, INC., a Delaware corporation
	SUMMIT DIALYSIS II, INC., a Delaware corporation
	LIBERTY IGNITION, INC., a Delaware corporation
	LIBERTY IGNITION II, INC., a Delaware corporation
	LIBERTY IGNITION III, INC., a Delaware corporation
	LIBERTY VENTURE PARTNERS, LLC, a Delaware limited liability company
	AMERICAN ACCESS CARE INVESTMENT HOLDINGS, LLC, a Delaware limited liability company
	FRESENIUS VASCULAR CARE, INC., a Delaware corporation
	RENEX CORP., a Florida corporation
	LIBERTY ACQUISITIONS LLC, a Delaware limited liability company
	By:	/s/ Mark Fawcett
	Name:	Mark Fawcett
	Title:	Vice President and Treasurer for each of the foregoing

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

GUARANTOR:	NEW YORK DIALYSIS SERVICES, INC., a
	New York corporation
	By:	/s/ Mark Fawcett
	Name:	Mark Fawcett
	Title:	Treasurer

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as Administrative
	Agent
	By:	/s/ Amie L. Edwards
	Name:	Amie L. Edwards
	Title:	Director
COLLATERAL AGENT:	BANK OF AMERICA, N.A., as Collateral Agent
	By:	/s/ Amie L. Edwards
	Name:	Amie L. Edwards
	Title:	Director
LENDERS:	BANK OF AMERICA, N.A., as Lender and L/C
	Issuer
	By:	/s/ Amie L. Edwards
	Name:	Amie L. Edwards
	Title:	Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender
By:	/s/ Michael Getz
Name:	Michael Getz
Title:	Vice President
By:	/s/ Evelyn Thierry
Name:	Evelyn Thierry
Title:	Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

COMMERZBANK AG FILIALE LUXEMBOURG,
as a Lender
By:	/s/ Bianca Bahn
Name:	Bianca Bahn
Title:
By:	/s/ Frank Schmidt
Name:	Frank Schmidt
Title:

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

JP MORGAN CHASE BANK, N.A.,
as a Lender
By:	/s/ Peter Christensen
Name:	Peter Christensen
Title:	Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

THE BANK OF NOVA SCOTIA,
as a Lender
By:	/s/ Michelle C. Phillips
Name:	Michelle C. Phillips
Title:	Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

UNICREDITBANK AG NEW YORK BRANCH,
as a Lender
By:	/s/ Thomas Taylor
Name:	Thomas Taylor
Title:	Director
By:	/s/ Thomas Petz
Name:	Thomas Petz
Title:	Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Scott Santa Cruz
Name:	Scott Santa Cruz
Title:	Managing Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

SUNTRUST BANK,
as a Lender
By:	/s/ John Cappellari
Name:	John Cappellari
Title:	Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

DNB BANK ASA, GRAND CAYMAN BRANCH,
as a Lender
By:	/s/ Terje Straume
Name:	Terje Straume
Title:	SVP
By:	/s/ Jon Basen Andersen
Name:	Jon Båsen Andersen
Title:	SVP

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

KFW IPEX-Bank GmbH
Palmenjartenstrabe 5 9
60325 Frankfurt am Main
as a Lender
By:	/s/ Sven Wabbels
Name:	Sven Wabbels
Title:	Director
By:	/s/ Nergiz Selmo
Name:	Nergiz Selmo
Title:	Assistant Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE
as a Lender
By:	/s/ Björn Abels
Name:	Björn Abels
Title:	VP
By:	/s/ Michael Lang
Name:	Michael Lang
Title:

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

DZ BANK AG
DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK,
as a Lender
By:	/s/ Prellwitz Bosch
Name:	Prellwitz Bosch
Title:	Senior Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender
By:	/s/ Ari Bruger
Name:	Ari Bruger
Title:	Senior Vice President
By:	/s/ Patrick L. Freytag
Name:	Patrick L. Freytag
Title:	Associate

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

BARCLAYS BANK PLC
as a Lender
By:	/s/ Chris Bicheno
Name:	Chris Bicheno
Title:	Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

SOVEREIGN BANK, N.A.
as a Lender
By:	/s/ William Maag
Name:	William Maag
Title:	Senior Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK DEUTSCHLAND TAUNUSANLAGE 14
60325 FRANKFURT AM MAIN,
as a Lender
By:	/s/ Pascal Ramond
Name:	Pascal Ramond
Title:	Chief Operating Officer

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
By:	/s/ Michael Oellers
Name:	Michael Oellers
Title:	Joint General Manager
By:	/s/ Jörg Legens
Name:	Jörg Legens
Title:	Assistant General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

LLOYDS TSB BANK PLC.
as a Lender
By:	/s/ Claus-Mário Büschelberger
Name:	Claus-Mário Büschelberger
Title:	Head of Relationship Management - Corporate Germany
By:	/s/ Stephanie Betz
Name:	Stephanie Betz
Title:	Head of R&OS - Germany

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

MIZUHO CORPORATE BANK, LTD.
as a Lender
By:	/s/ Yoshizumi Takata
Name:	Yoshizumi Takata
Title:	Joint General Manager
By:	/s/ Ender Tanar
Name:	Ender Tanar
Title:	Head of Corporate Finance – Germany/Switzerland

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

THE ROYAL BANK OF SCOTLAND PLC
NIEDERLASSUNG FRANKFURT,
as a Lender
By:	/s/ Axel Boczek
Name:	Axel Boczek
Title:	Director
By:	/s/ D. O’Sullivan
Name:	D O’Sullivan
Title:	Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

LANDESBANK BADEN WUERTTEMBERG,
CAYMAN ISLANDS BRANCH,
as a Lender
By:	/s/ Francois Delangle
Name:	Francois Delangle
Title:	Vice President
By:	/s/ Markus Schmauder
Name:	Markus Schmauder
Title:	Head of Corporate Banking

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

SOCIETE GENERALE, ACTING THROUGH ITS
NEW YORK BRANCH,
as a Lender
By:	/s/ Shelley Guttman
Name:	Shelley Guttman
Title:	Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

BNP PARIBAS,
as a Lender
By:	/s/ Michael Pearce
Name:	Michael Pearce
Title:	Managing Director
By:	/s/ Michael R. Hoffman
Name:	Michael R. Hoffman
Title:	Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

FIRST HAWAIIAN BANK,
as a Lender
By:	/s/ Dawn Hofmann
Name:	Dawn Hofmann
Title:	Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

TD BANK, N.A.
as a Lender
By:	/s/ Alan Garson
Name:	Alan Garson
Title:	Senior Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Lender
By:	/s/ Scott O’Connell
Name:	Scott O’Connell
Title:	Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

HSBC BANK, PLC,
as a Lender
By:	/s/ Rachel Watson
Name:	Rachel Watson
Title:	Managing Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

BBVA IRELAND P.L.C.,
as a Lender
By:	/s/ Pablo Vallejo
Name:	Pablo Vallejo
Title:	Managing Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

BAYERN LB
BAYERISCHE LANDESBANK,
as a Lender
By:	/s/ Vogel Schatz
Name:	Vogel Schatz
Title:	Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Christopher P. Kleczkowski
Name:	Christopher P. Kleczkowski
Title:	Senior Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

SEB AG,
as a Lender
By:	/s/ Thilo L. Zimmerman
Name:	Thilo L. Zimmerman
Title:	Direktor
By:	/s/ Charles Boyle
Name:	Charles Boyle
Title:	Client Executive

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

CITIBANK, N.A., LONDON BRANCH
as a Lender
By:	/s/ Romeet Shankardass
Name:	Romeet Shankardass
Title:	Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

BANK OF CHINA, NEW YORK BRANCH,
as a Lender
By:	/s/ Dong Yuan
Name:	Dong Yuan
Title:	Executive Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

THE BANK OF NEW YORK MELLON,
as a Lender
By:	/s/ Clifford A. Mull
Name:	Clifford A. Mull
Title:	First Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

CREDIT INDUSSTRIEL ET COMMERCIAL,
as a Lender
By:	/s/ S. Attree
Name:	S. Attree
Title:	Director, Acquisition Finance
By:	/s/ R. Hewson
Name:	R. Hewson
Title:	Director, Acquisition Finance

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

CRÉDIT MUTUEL — BECM
NIEDERLASSUNG DEUTSCHLAND
as a Lender
By:	/s/ Daniel Lorang
Name:	Daniel Lorang
Title:
By:	/s/ Coraline Gabon
Name:	Coraline Gabon
Title:

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Michael West
Name:	Michael West
Title:	Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

RAYMOND JAMES BANK, N.A.,
as a Lender
By:	/s/ Alexander L. Rody
Name:	Alexander L. Rody
Title:	Senior Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

RAIFFEISEN BANK INTERNATIONAL AG,
as a Lender
By:	/s/ Josef Hörl
Name:	Josef Hörl
Title:	Director
By:	/s/ Johannes Lohr
Name:	Johannes Lohr
Title:	Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.,
as a Lender
By:	/s/ Christian Andrae
Name:	Christian Andrae
Title:	Vice President
By:	/s/ Martin Bloch
Name:	Martin Bloch
Title:	Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

ROYAL BANK OF CANADA,
as a Lender
By:	/s/ Sharon M. Liss
Name:	Sharon M. Liss
Title:	Authorized Signatory

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

THE HUNTINGTON NATIONAL BANK,
as a Lender
By:	/s/ Jared Shaner
Name:	Jared Shaner
Title:	Authorized Signer

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

KEYBANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Sukanya V. Raj
Name:	Sukanya V. Raj
Title:	Vice President & Portfolio Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

MORGAN STANLEY BANK, N.A.,
as a Lender
By:	/s/ Melissa James
Name:	Melissa James
Title:	Authorized Signatory

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,
as a Lender
By:	/s/ Mingqiang Bi
Name:	Mingqiang Bi
Title:	General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

GOLDMAN SACHS BANK USA,
as a Lender
By:	/s/ Mark Walton
Name:	Mark Walton
Title:	Authorized Signatory

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

THE NORTHERN TRUST COMPANY,
as a Lender
By:	/s/ Clifford Hoppe
Name:	Clifford Hoppe
Title:	Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

FIFTH THIRD BANK,
as a Lender
By:	/s/ Joshua N. Livingston
Name:	Joshua N. Livingston
Title:	Duly Authorized Signatory

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

BANK OF TAIWAN, NEW YORK BRANCH,
as a Lender
By:	/s/ Kevin H. Hsieh
Name:	Kevin H. Hsieh
Title:	VP & General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

DEUTSCHE APOTHEKER — UND ÄRZTEBANK,
as a Lender
By:	/s/ Alexander Joller
Name:	Alexander Joller
Title:	Abteilungsdirektor
By:	/s/ Bodo Büchler
Name:	Bodo Büchler
Title:	Prokurist

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH,
as a Lender
By:	/s/ Eric Y. S. Tsai
Name:	Eric Y. S. Tsai
Title:	VP & General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

TAIWAN COOPERATIVE BANK LTD.
SEATTLE BRANCH
SEATTLE, WASHINGTON,
as a Lender
By:	/s/ Ming-Chih Chen
Name:	Ming-Chih Chen
Title:	Vice President and General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

E. SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH,
as a Lender
By:	/s/ Edward Chen
Name:	Edward Chen
Title:	VP & General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

TAIPEI FUBON COMMERCIAL BANK CO., LTD.,
as a Lender
By:	/s/  Robin S. Wu
Name:	Robin S. Wu
Title:	Vice President & Deputy General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

TAIWAN BUSINESS BANK, LOS ANGELES BRANCH,
as a Lender
By:	/s/  Alex Wang
Name:	Alex Wang
Title:	S. V. P. & General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH,
as a Lender
By:	/s/  Luke Hwang
Name:	Luke Hwang
Title:	VP & DGM

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., SILICON VALLEY BRANCH,
as a Lender
By:	/s/  Yuan-Hsi Lin
Name:	Yuan-Hsi Lin
Title:	SVP & General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

CHINATRUST COMMERCIAL BANK, NEW YORK BRANCH,
as a Lender
By:	/s/  Amy Fong
Name:	Amy Fong
Title:	SVP & General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

CATHAY UNITED BANK, LTD.,
as a Lender
By:	/s/  Alexander Wu
Name:	Alexander Wu
Title:	SVP & General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

DBS BANK LTD., LOS ANGELES AGENCY,
as a Lender
By:	/s/  James McWalters
Name:	James McWalters
Title:	General Manager & Managing Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

THE BANK OF EAST ASIA, LIMITED, LOS ANGELES BRANCH,
as a Lender
By:	/s/  Chong C. Tan
Name:	Chong C. Tan
Title:	VP & Credit Manager
By:	/s/  Victor Li
Name:	Victor Li
Title:	General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

ASSOCIATED BANK N.A.,
as a Lender
By:	/s/  Karen Anillo
Name:	Karen Anillo
Title:	Senior Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

FIRST COMMERCIAL BANK, NEW YORK BRANCH,
as a Lender
By:	/s/  Jason Lee
Name:	Jason Lee
Title:	VP & General

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

HUA NAN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH,
as a Lender
By:	/s/  Ding Jong Chen
Name:	Ding Jong Chen
Title:	VP & General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

AMERICAN SAVINGS BANK, F.S.B.,
as a Lender
By:	/s/  Rian DuBach
Name:	Rian DuBach
Title:	Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

CALIFORNIA FIRST NATIONAL BANK,
as a Lender
By:	/s/  D. N. Lee
Name:	D. N. Lee
Title:	S.V.P.

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

PEOPLE’S UNITED BANK,
as a Lender
By:	/s/  Robert Hazard
Name:	Robert Hazard
Title:	Senior Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

EASTERN BANK,
as a Lender
By:	/s/  Robert J. Moodie
Name:	Robert J. Moodie
Title:	Senior Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

FIRST TENNESSEE BANK, N.A.,
as a Lender
By:	/s/  Cathy Wind
Name:	Cathy Wind
Title:	Senior Vice President

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH,
as a Lender
By:	/s/  Shelley He
Name:	Shelley He
Title:	Deputy General Manager

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

FAR EAST NATIONAL BANK
as a Lender
By:	/s/  T. J. Chen
Name:	T. J. Chen
Title:	Executive Vice President & Operations
	Division Head

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

FIRST NIAGARA BANK, N.A.,
as a Lender
By:	/s/  Ken Jamison
Name:	Ken Jamison
Title:	Managing Director

FRESENIUS MEDICAL CARE AG & Co. KGaA

CREDIT AGREEMENT

Schedule 1.01

MANDATORY COST FORMULAE

1.The Mandatory Cost (to the extent applicable) is an addition to the interest rate to compensate Lenders for the cost of compliance with:

(a)the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions); or

(b)the requirements of the European Central Bank.

2.On the first day of each Interest Period (or as soon as practicable thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below.  The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.  The Administrative Agent will, at the request of the Borrowers or any Lender, deliver to the Borrowers or such Lender, as the case may be, a statement setting forth in reasonable detail the calculation of any Mandatory Cost.

3.The Additional Cost Rate for any Lender lending from a Lending Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent.  This percentage will be certified by such Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of such Lender’s participation in all Loans made from such Lending Office) of complying with the minimum reserve requirements of the European Central Bank in respect of Loans made from that Lending Office.

4.The Additional Cost Rate for any Lender lending from a Lending Office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a)in relation to any Loan in the lawful currency of the United Kingdom (“Sterling” or “£”):

AB+C(B-D)+E x 0.01
100 - (A+C)	per cent per annum

(b)in relation to any Loan in any currency other than Sterling:

E x 0.01
300	per cent per annum

Where:

“A”is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

“B”is the percentage rate of interest (excluding the Applicable Percentage, the Mandatory Cost and any interest charged on overdue amounts pursuant to the first sentence of Section 2.08(b) and, in the case of interest (other than on overdue amounts) charged at the Default Rate, without counting any increase in interest rate effected by the charging of the Default Rate) payable for the relevant Interest Period of such Loan.

“C”is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

“D”is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits.

“E”is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5.For the purposes of this Schedule:

(a)“Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b)“Fees Rules” means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees and for the acceptance of deposits;

(c)“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

(d)“Reference Banks” means, in connection with the determination of the Mandatory Cost, the principal London offices of Bank of America and Deutsche Bank AG and or such other banks as may be appointed by the Administrative Agent in consultation with FME; and;

(e)“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6.In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e.  5% will be included in the formula as 5 and not as 0.05).  A negative result obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to four decimal places.

7.If requested by the Administrative Agent or FME, each Reference Bank with a Lending Office in the United Kingdom or a Participating Member State shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent and the Borrowers, the rate of charge payable by such Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by such Reference Bank as being the average of the Fee Tariffs applicable to such Lender for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of such Reference Bank.

8.Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate.  In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender:

(a)its jurisdiction of incorporation and the jurisdiction of the Lending Office out of which it is making available its participation in the relevant Loan; and

(b)any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent in writing of any change to the information provided by it pursuant to this paragraph.

9.The percentages or rates of charge of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Lending Office in the same jurisdiction as its Lending Office.

10.The Administrative Agent shall have no liability to any Person if such determination results in an Additional Cost Rate which over- or under-compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11.The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12.Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties.

13.The Administrative Agent may from time to time, after consultation with the Company and the Lenders, determine and notify to all parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties.

Schedule 2.01

Fresenius Medical Care

Lenders and Commitments

	USD Revolving				Multi-Currency Revolving				Euro Revolving			Tranche A Term Loan
	Commitments ($)		Percent		Commitments ($)		Percent		Commitments (€)	Percent		Commitments ($)		Percent
Bank of America, N.A.	4,235,294.12		2.117647060	%	$	20,197,856.26	5.049464065	%	11,000,000.00	2.200000000	%	$	345,802,144.06	13.300082464	%
Deutsche Bank AG New York Branch									1,000,000.00	0.200000000	%	86,389,280.94		3.322664652	%
Commerzbank Aktiengesellschaft, Filiale Luxemburg									14,000,000.00	2.800000000	%	70,000,000.00		2.692307692	%
JPMorgan Chase Bank, N.A.					20,197,856.25		5.049464063	%				67,802,143.75		2.607774760	%
The Bank of Nova Scotia					20,197,856.25		5.049464063	%				67,802,143.75		2.607774760	%
Unicredit Bank AG, New York Branch									23,000,000.00	4.600000000	%	58,000,000.00		2.230769231	%
Wells Fargo Bank, N.A.					20,197,856.25		5.049464063	%				67,802,143.75		2.607774760	%
SunTrust Bank					20,197,856.25		5.049464063	%				67,802,143.75		2.607774760	%
DNB Bank ASA Cayman Branch									23,500,000.00	4.700000000	%	56,200,000.00		2.161538462	%
KfW IPEX-Bank GmbH									23,500,000.00	4.700000000	%	46,200,000.00		1.776923077	%
Landesbank Hessen-Thüringen									23,500,000.00	4.700000000	%	46,200,000.00		1.776923077	%
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main									23,500,000.00	4.700000000	%	46,200,000.00		1.776923077	%
Credit Suisse AG, Cayman Islands Branch					30,800,000.00		7.700000000	%				46,200,000.00		1.776923077	%
Barclays Bank PLC	$	5,000,000.00	2.500000000	%	13,094,640.65		3.273660163	%	10,000,000.00	2.000000000	%	46,200,000.00		1.776923077	%
Sovereign Bank, N.A.					25,800,000.00		6.450000000	%				51,200,000.00		1.969230769	%
Credit Agricole Corporate and Investment Bank Deutschland	5,000,000.00		2.500000000	%	11,733,333.22		2.933333305	%	10,000,000.00	2.000000000	%	46,200,000.00		1.776923077	%
Sumitomo Mitsui Banking Corporation									23,500,000.00	4.700000000	%	46,200,000.00		1.776923077	%
Lloyds TSB Bank plc					11,733,333.22		2.933333305	%	15,000,000.00	3.000000000	%	46,200,000.00		1.776923077	%
Mizuho Corporate Bank, Ltd.	7,247,058.82		3.623529410	%					18,000,000.00	3.600000000	%	46,200,000.00		1.776923077	%
The Royal Bank of Scotland plc Niederlassung Frankfurt	5,000,000.00		2.500000000	%	11,733,333.22		2.933333305	%	11,000,000.00	2.200000000	%	46,200,000.00		1.776923077	%
Landesbank Baden Wurttemberg Cayman Islands Branch									23,500,000.00	4.700000000	%	46,200,000.00		1.776923077	%
Société Générale									23,500,000.00	4.700000000	%	46,200,000.00		1.776923077	%
BNP Paribas									23,500,000.00	4.700000000	%	21,200,000.00		0.815384615	%
First Hawaiian Bank												25,000,000.00		0.961538462	%
TD Bank, N.A.					30,800,000.00		7.700000000	%				46,200,000.00		1.776923077	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	7,247,058.83		3.623529415	%					13,000,000.00	2.600000000	%	53,200,000.00		2.046153846	%
HSBC Bank Plc					11,733,333.33		2.933333333	%	15,000,000.00	3.000000000	%	46,200,000.00		1.776923077	%
BBVA Ireland p.l.c.					11,733,333.33		2.933333333	%	15,000,000.00	3.000000000	%	46,200,000.00		1.776923077	%
Bayerische Landesbank									23,500,000.00	4.700000000	%	46,200,000.00		1.776923077	%
PNC Bank, National Association	5,763,921.90		2.881960950	%	20,036,078.10		5.009019525	%				51,200,000.00		1.969230769	%
SEB AG									31,500,000.00	6.300000000	%	36,200,000.00		1.392307692	%
Citibank N.A., London Branch					30,800,000.00		7.700000000	%				46,200,000.00		1.776923077	%
Bank of China, New York Branch	18,000,000.00		9.000000000	%								27,000,000.00		1.038461538	%
The Bank of New York Mellon	3,840,000.00		1.920000000	%	7,680,000.00		1.920000000	%	6,000,000.00	1.200000000	%	41,000,000.00		1.576923077	%
Crédit Industriel et Commercial									12,000,000.00	2.400000000	%	24,000,000.00		0.923076923	%
Banque Europeenne du Credit Mutuel - Niederlassung Deutschland									6,000,000.00	1.200000000	%	12,000,000.00		0.461538462	%
U.S. Bank National Association					18,000,000.00		4.500000000	%				27,000,000.00		1.038461538	%
Raymond James Bank, N.A.												45,000,000.00		1.730769231	%
Raiffeisen Bank International AG									25,000,000.00	5.000000000	%

Mediobanca International (Luxembourg) S.A.									35,000,000.00	7.000000000	%
Royal Bank of Canada					14,000,000.00		3.500000000	%				21,000,000.00		0.807692308	%
The Huntington National Bank	10,000,000.00		5.000000000	%								15,000,000.00		0.576923077	%
KeyBank National Association					18,000,000.00		4.500000000	%				27,000,000.00		1.038461538	%
Morgan Stanley Bank, N.A.									8,000,000.00	1.600000000	%	35,000,000.00		1.346153846	%
Industrial and Commercial Bank of China Limited, New York Branch												45,000,000.00		1.730769231	%
Goldman Sachs Bank USA					18,000,000.00		4.500000000	%				27,000,000.00		1.038461538	%
The Northern Trust Company	3,333,333.00		1.666666500	%	6,666,667.00		1.666666750	%				15,000,000.00		0.576923077	%
Fifth Third Bank, an Ohio Banking Corporation												30,000,000.00		1.153846154	%
Bank of Taiwan, New York Branch	12,000,000.00		6.000000000	%								18,000,000.00		0.692307692	%
Deutsche Apotheker und Ärztebank eG									9,000,000.00	1.800000000	%	18,000,000.00		0.692307692	%
Taiwan Cooperative Bank Ltd., Seattle Branch												30,000,000.00		1.153846154	%
Chang Hwa Commercial Bank, Ltd., New York Branch	8,000,000.00		4.000000000	%								12,000,000.00		0.461538462	%
E.Sun Commercial Bank, Ltd., Los Angeles Branch	6,000,000.00		3.000000000	%								9,000,000.00		0.346153846	%
Taipei Fubon Commercial Bank Co., Ltd.	6,000,000.00		3.000000000	%								9,000,000.00		0.346153846	%
Taiwan Business Bank, Los Angeles Branch	8,000,000.00		4.000000000	%								12,000,000.00		0.461538462	%
Mega International Commercial Bank Co., Ltd. New York Branch	8,000,000.00		4.000000000	%								12,000,000.00		0.461538462	%
Mega International Commercial Bank Co., Ltd. Silicon Valley Branch	8,000,000.00		4.000000000	%								12,000,000.00		0.461538462	%
Chinatrust Commercial Bank New York Branch												10,000,000.00		0.384615385	%
Cathay United Bank, Ltd.	6,000,000.00		3.000000000	%								9,000,000.00		0.346153846	%
DBS Bank Ltd., Los Angeles Agency	12,000,000.00		6.000000000	%								18,000,000.00		0.692307692	%
The Bank of East Asia, Limited, Los Angeles Branch	8,000,000.00		4.000000000	%								12,000,000.00		0.461538462	%
Associated Bank, National Association												15,000,000.00		0.576923077	%
First Commercial Bank, New York Branch	10,000,000.00		5.000000000	%								15,000,000.00		0.576923077	%
Hua Nan Commercial Bank Ltd., Los Angeles Branch	6,000,000.00		3.000000000	%								9,000,000.00		0.346153846	%
American Savings Bank, F.S.B.	4,000,000.00		2.000000000	%								6,000,000.00		0.230769231	%
California First National Bank	6,000,000.00		3.000000000	%								9,000,000.00		0.346153846	%
People’s United Bank	3,333,333.33		1.666666665	%	6,666,666.67		1.666666668	%				15,000,000.00		0.576923077	%
Eastern Bank	6,000,000.00		3.000000000	%								9,000,000.00		0.346153846	%
First Tennessee Bank National Association	8,000,000.00		4.000000000	%								12,000,000.00		0.461538462	%
Bank of Communications Co., Ltd., New York Branch												5,000,000.00		0.192307692	%
Far East National Bank												7,000,000.00		0.269230769	%
First Niagara Bank, N. A.												15,000,000.00		0.576923077	%
	$	200,000,000.00	100.000000000	%	$	400,000,000.00	100.000000000	%	500,000,000.00	100.000000000	%	$	2,600,000,000.00	100.000000000	%

Schedule 2.03

EXISTING LETTERS OF CREDIT

		ISSUING		DATE	MATURITY	PRINCIPAL
Account Parties	BENEFICIARY	BANK	L/C #	FROM	DATE	AMOUNT
RENAL CARE GROUP	ZURICH AMERICAN INSURANCE COMPANY	Bank of America	3023513	3/1/2000	3/17/2013	$	2,000,000.00
RENAL CARE GROUP	STEADFAST INSURANCE COMPANY	Bank of America	3048489	4/29/2002	3/17/2013	$	2,300,000.00
FRESENIUS MEDICAL CARE REINSURANCE COMPANY (CAYMAN) LTD.	THE PYRAMID LIFE INSURANCE COMPANY	Bank of America	3115913	2/3/2011	3/18/2013	$	500,000.00
FRESENIUS MEDICAL CARE HOLDINGS INC.	CONTINENTAL CASUALTY COMPANY AND/OR TRANSPORTATION INSURANCE COMPANY AND/OR NATIONAL FIRE INSURANCE COMPANY OF HARTFORD AND/OR AMERICAN CASUALTY COMPANY OF READING PENNSYLVANIA	Bank of America	3116168	2/16/2011	2/16/2013	$	60,822,337.00
NATIONAL MEDICAL CARE, INC.	AIRLINES REPORTING CORPORATION	Bank of America	3116409	3/22/2011	3/22/2013	$	50,000.00
FRESENIUS MEDICAL CARE HOLDINGS, INC.	ILLINOIS UNION INSURANCE COMPANY	Bank of America	3116436	3/28/2011	3/28/2013	$	1,000,000.00
FRESENIUS MEDICAL CARE REINSURANCE COMPANY (CAYMAN) LTD.	STERLING LIFE INSURANCE COMPANY	Bank of America	3116945	5/27/2011	3/18/2013	$	4,800,000.00
FRESENIUS MEDICAL CARE HOLDINGS, INC. FOR THE ACCOUNT OF RENAL CARE GROUP FRESNIUS MEDICAL CARE HOLDINGS, INC. FOR THE ACCOUNT OF RENAL CARE GROUP SUPPLY COMPANY	UNITED STATES OF AMERICA C/O JOHN HENEBERY	Bank of America	3117188	6/6/2011	3/18/2013	$	83,000,000.00
FMS NEPHROLOGY PARTNERS NORTH CENTRAL INDIANA DIALYSIS CENTERS, LLC, A DELAWARE LIMITED LIABILITY COMPANY	BERKADIA COMMERCIAL MORTGAGE LLC, AS PRIMARY SERVICER FOR THE REGISTERED HOLDERS OF WACHOVIA/WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-C23	Bank of America	3117274	7/5/2011	3/18/2013	$	1,649,992.50

2.03-1

FMS NEPHROLOGY PARTNERS NORTH CENTRAL INDIANA DIALYSIS CENTERS, LLC, A DELAWARE LIMITED LIABILITY COMPANY	BERKADIA COMMERCIAL MORTGAGE LLC, AS PRIMARY SERVICER FOR THE REGISTERED HOLDERS OF WACHOVIA/WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-C23	Bank of America	3117275	7/5/2011	3/18/2013	$	607,848.67
FMS NEPHROLOGY PARTNERS NORTH CENTRAL INDIANA DIALYSIS CENTERS, LLC, A DELAWARE LIMITED LIABILITY COMPANY	BERKADIA COMMERCIAL MORTGAGE LLC, AS PRIMARY SERVICER FOR THE REGISTERED HOLDERS OF WACHOVIA/WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-C23	Bank of America	3117276	7/5/2011	3/18/2013	$	355,608.05
FMS NEPHROLOGY PARTNERS NORTH CENTRAL INDIANA DIALYSIS CENTERS, LLC, A DELAWARE LIMITED LIABILITY COMPANY	BERKADIA COMMERCIAL MORTGAGE LLC, AS PRIMARY SERVICER FOR THE REGISTERED HOLDERS OF WACHOVIA/WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-C23	Bank of America	3117277	7/5/2011	3/18/2013	$	680,004.00
RENAL ADVANTAGE, INC, RENAL ADVANTAGE HOLDINGS, INC.	THE TRAVELERS INDEMNITY COMPANY	Bank of America	68064687	2/16/2012	2/16/2013	$	1,672,000.00
RENAL ADVANTAGE, INC, RENAL ADVANTAGE HOLDINGS, INC.	UNITED STATES FIRE INSURANCE COMPANY	Bank of America	68064688	2/16/2012	3/18/2013	$	750,000.00
						$	160,187,790.22

2.03-2

Schedule 6.14

CREDIT PARTY INFORMATION

Credit Party	Jurisdiction of organization	Classes & number  of outstanding capital stock		Owner	Ownership percentage
Fresenius Medical Care AG & Co. KGaA	Germany	N/A	N/A	N/A	N/A
Fresenius Medical Care Beteiligungsgesellschaft mbH	Germany	Membership Interest	Limited Liability Company with uncertificated membership interests	Fresenius Medical Care AG & Co. KGaA	100%
Fresenius Medical Care Deutschland GmbH	Germany	Membership Interest	Limited Liability Company with uncertificated membership interests	Fresenius Medical Care Beteiligungsgesellschaft mbH	100%
FMC Finance II S.à r.l.	Luxembourg	Corporate Units	216,000	Fresenius Medical Care Beteiligungsgesellschaft mbH	100%
Fresenius Medical Care US Beteiligungsgesellschaft mbH	Germany	Membership Interest	Limited Liability Company with uncertificated membership interests	Fresenius Medical Care Deutschland GmbH	100%
Fresenius Medical Care US Vermögensverwaltungs GmbH & Co. KG	Germany	Membership Interest	Limited Liability Partnership with uncertificated membership interests	Fresenius Medical Care Vermögensverwaltungs GmbH (as general partner)	1%
		Membership Interest	Limited Liability Partnership with uncertificated membership interests	Fresenius Medical Care Beteiligungsgesellschaft mbH (as limited partner)	99%
Fresenius Medical Care US Zwei Vermögensverwaltungs GmbH & Co. KG	Germany	Membership Interest	Limited Liability Partnership with uncertificated membership interests	Fresenius Medical Care Vermögensverwaltungs GmbH (as general partner)	1%

1

Credit Party	Jurisdiction of organization	Classes & number  of outstanding capital stock		Owner	Ownership percentage
		Membership Interest	Limited Liability Partnership with uncertificated membership interests	Fresenius Medical Care Beteiligungsgesellschaft mbH (as limited partner)	99%
Fresenius Medical Care GmbH	Germany	Membership Interest	Limited Liability Company with uncertificated membership interests	Fresenius Medical Care Beteiligungsgesellschaft mbH	100%
FMC Finance VI S.A.	Luxembourg	Shares	310	Fresenius Medical Care AG & Co. KGaA	100%
FMC Finance VII S.A.	Luxembourg	Shares	310	Fresenius Medical Care AG & Co. KGaA	100%
FMC Finance VIII S.A.	Luxembourg	Shares	310	Fresenius Medical Care AG & Co. KGaA	100%

2

Credit Party	Jurisdiction of organization	Classes & number  of outstanding capital stock		Owner	Ownership percentage
Fresenius Medical CareNorth America Holdings Limited Partnership	DE	Units	98.9	Fresenius Medical Care Beteiligungsgesellschaft mbH	98.9%
		Units	0.1	Fresenius Medical Care US Zwei Vermögensverwaltungs GmbH & Co. KG	0.1%
		Units	1	Fresenius Medical Care US Vermögensverwaltungs GmbH & Co. KG	1%
Fresenius Medical Care Holdings, Inc.	NY	Class C	5,000,000	Fresenius Medical CareNorth America Holdings Limited Partnership	100%
		Class E	2,653,560	Fresenius Medical CareNorth America Holdings Limited Partnership	100%
		Class F	2,100,000	Fresenius Medical CareNorth America Holdings Limited Partnership	100%
		Common	90,000,000	Fresenius Medical CareNorth America Holdings Limited Partnership	100%
National Medical Care, Inc.	DE	Common	100	Fresenius Medical Care Holdings, Inc	100%
Bio-Medical Applications of Alabama, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of California, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of Georgia, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of Kentucky, Inc.	DE	Common	1,000	Bio-Medical Applications Management Company, Inc.	100%

3

Credit Party	Jurisdiction of organization	Classes & number  of outstanding capital stock		Owner	Ownership percentage
Bio-Medical Applications of Louisiana, LLC	DE	Membership Interest	Limited Liability Company with uncertificated membership interests	Bio-Medical Applications of Maryland, Inc.	100%
Bio-Medical Applications of Minnesota, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of Mississippi, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of New Hampshire, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of New Jersey, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of New Mexico, Inc.	DE	Common	1,000	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of North Carolina, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of Ohio, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of Pennsylvania, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of Tennessee, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of Texas, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of West Virginia, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of Virginia, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Fresenius Management Services, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Fresenius USA Manufacturing, Inc.	DE	Common	1,000	Fresenius Medical Care Holdings, Inc.	100%

4

Credit Party	Jurisdiction of organization	Classes & number  of outstanding capital stock		Owner	Ownership percentage
Fresenius USA Marketing, Inc.	DE	Common	1,000	Fresenius Medical Care Holdings, Inc.	100%
Fresenius USA, Inc.	MA	Common	2,392,000	Fresenius Securities, Inc.	29.9%
			5,608,000	Fresenius Medical Care Holdings, Inc.	70.1%
Spectra Laboratories, Inc.	NV	Common	147,414	SRC Holding Company, Inc.	100%
WSKC Dialysis Services, Inc.	IL	Common	315	Everest Healthcare Holdings, Inc.	100%
Bio-Medical Applications Management Company, Inc.	DE	Series A Preferred	1,000	NMC A, LLC	100%
		Series B Preferred	300	NMC A, LLC	100%
		Series C Preferred	1,700	NMC A, LLC	100%
		Series D Preferred	870	NMC A, LLC	100%
		Series E Preferred	1,300	NMC A, LLC	100%
		Series F Preferred	980	NMC A, LLC	100%
		Series G Preferred	2,475	NMC A, LLC	100%
		Series H Preferred	6,000	National Medical Care, Inc.	100%
		Series I Preferred	3,500	NMC A, LLC	100%
		Series J Preferred	3,300	NMC A, LLC	100%
		Common	1,000	National Medical Care, Inc.	100%
Bio-Medical Applications of Maine, Inc.	DE	Common	1,000	Bio-Medical Applications Management Company, Inc.	100%
Everest Healthcare Holdings, Inc.	DE	Common	100	Fresenius Medical CareHoldings, Inc.	100%
Bio-Medical Applications of Maryland, Inc.	DE	Common	1,000	Bio-Medical Applications Management Company, Inc.	100%
Fresenius Securities, Inc.	CA	Common	500	Fresenius Medical CareHoldings, Inc.	100%

5

Credit Party	Jurisdiction of Organization	Classes & number of outstanding capital stock		Owner	Ownership percentage
SRC Holding Company, Inc.	DE	Common	100	Fresenius Medical CareHoldings, Inc.	100%
New York Dialysis Services, Inc.	NY	Common	1,000	Fresenius Medical CareHoldings, Inc.	100%
Fresenius Medical Care US Finance, Inc.	DE	Common	100	Fresenius Medical Care AG & Co. KGaA	100%
Fresenius Medical Care US Finance II, inc.	DE	Common	100	Fresenius Medical Care AG & Co. KGaA	100%
Fresenius Medical Care B, LLC	DE	Membership Interest	Limited Liability Company with uncertificated membership interests	Fresenius Medical Care Beteiligungsgesellschaft mbH	100%
Renal Care Group, Inc.	DE	Common	100	Fresenius Medical Care Holdings, Inc.	100%
Dialysis Centers of America — Illinois, Inc.	IL	Common	100	Renal Care Group, Inc.	100%
STAT Dialysis Corporation	DE	Common	1,000	Renal Care Group, Inc.	100%
Renal Care Group of the Midwest, Inc.	KS	Common	3,499.98	Renal Care Group, Inc.	100%
Liberty Dialysis Holdings, Inc.	DE	Common	1,000	Bio-Medical Applications Management Company, Inc.	100%
Liberty Dialysis Intermediate Holdings II, Inc.	DE	Common	100	Liberty Dialysis Holdings, Inc.	100%
Renal Advantage Partners, LLC	DE	Membership Interest	51	Liberty Dialysis Intermediate Holdings II, Inc.	51%
		Membership Interest	49	Bio-Medical Applications Management Company, Inc.	49%
RA Acquisition Co., LLC	DE	Membership Interest	Limited Liability Company with	Renal Advantage Partners, LLC	100%

6

Credit Party	Jurisdiction of Organization	Classes & number of outstanding capital stock		Owner	Ownership percentage
			uncertificated membership interests
Renal Advantage Holdings, Inc.	DE	Common	100	RA Acquisition Co., LLC	100%
Renal Advantage Inc.	DE	Common	1,000	Renal Advantage Holdings, Inc.	100%
RAI II, LLC	DE	Membership Interest	Limited Liability Company with uncertificated membership interests	Renal Advantage Holdings, Inc.	100%
RAI Care Centers Holdings I, LLC	DE	Membership Interest	Limited Liability Company with uncertificated membership interests	Renal Advantage Inc.	100%
RAI Care Centers Holdings II, LLC	DE	Membership Interest	Limited Liability Company with uncertificated membership interests	Renal Advantage Inc.	100%
Liberty Dialysis Intermediate Holdings, Inc.	DE	Common	100	Liberty Dialysis Holdings, Inc.	100%
Liberty Dialysis, Inc.	DE	Common	100	Liberty Dialysis Intermediate Holdings, Inc.	100%
Liberty II, Inc.	DE	Common	1,000	Liberty Dialysis, Inc.	100%
Liberty III, Inc.	DE	Common	1,000	Liberty Dialysis, Inc.	100%

7

Credit Party	Jurisdiction of Organization	Classes & number of outstanding capital stock		Owner	Ownership percentage
Liberty IV, Inc.	DE	Common	1,000	Liberty Dialysis, Inc.	100%
Summit Dialysis II, Inc.	DE	Common	1,000	Liberty Dialysis, Inc.	100%
Liberty Ignition, Inc.	DE	Common	1,000,000	Liberty Dialysis, Inc.	100%
Liberty Ignition II, Inc.	DE	Common	7,000,000	Liberty Dialysis, Inc.	100%
Liberty Ignition III, Inc.	DE	Common	10,000,000	Liberty Dialysis, Inc.	100%
Liberty Dialysis, LLC	DE	Membership Interest	Limited Liability Company with uncertificated membership interests	Liberty Dialysis, Inc.	31.53079%
		Membership Interest	Limited Liability Company with uncertificated membership interests	Liberty II, Inc.	34.71659%
		Membership Interest	Limited Liability Company with uncertificated membership interests	Liberty III, Inc.	8.18090%
		Membership Interest	Limited Liability Company with uncertificated membership interests	Liberty IV, Inc.	2.43258%

8

Credit Party	Jurisdiction of Organization	Classes & number of outstanding capital stock		Owner	Ownership percentage
		Membership Interest	Limited Liability Company with uncertificated membership interests	Summit Dialysis II, Inc.	8.13357%
		Membership Interest	Limited Liability Company with uncertificated membership interests	Liberty Ignition, Inc.	7.29775%
		Membership Interest	Limited Liability Company with uncertificated membership interests	Liberty Ignition II, Inc.	3.16236%
		Membership Interest	Limited Liability Company with uncertificated membership interests	Liberty Ignition III, Inc.	4.54546%
Liberty Venture Partners, LLC	DE	Membership Interest	Limited Liability Company with uncertificated membership interests	Liberty Dialysis, LLC	74.8%

9

Credit Party	Jurisdiction of Organization	Classes & number of outstanding capital stock		Owner	Ownership percentage
		Membership Interest	Limited Liability Company with uncertificated membership interests	Liberty Acquisitions LLC	25.2%
American Access Care Holdings, LLC	DE	Membership Interest	Limited Liability Company with uncertificated membership interests	American Access Care Investment Holdings, LLC	55%
		Membership Interest	Limited Liability Company with uncertificated membership interests	Fresenius Vascular Care, Inc.	45%
Bio-Medical Applications of Missouri, inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of Wisconsin, Inc.	DE	Common	1,000	Bio-Medical Applications Management Company, Inc.	100%
Dialysis Management Corporation	TX	Common	100	Renal Care Group, Inc.	100%
Fresenius Medical Care Ventures Holding Company, Inc.	DE	Common	100	National Medical Care, Inc.	100%
NNA of Alabama, Inc.	AL	Common	100	Renal Care Group, Inc.	100%
Bio-Medical Applications of Delaware, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%
Bio-Medical Applications of Fayetteville, Inc.	DE	Common	100	Bio-Medical Applications Management Company, Inc.	100%

10

Credit Party	Jurisdiction of Organization	Classes & number of outstanding capital stock		Owner	Ownership percentage
Renal Care Group of the South, Inc.	DE	Common	100	Renal Care Group, Inc.	100%
Renal Care Group of the Southeast, Inc.	FL	Common	500	Renal Care Group, Inc.	100%
Renal Care Group Alaska, Inc.	AK	Common	10,000	Renal Care Group, Inc.	100%
Renal Care Group East, Inc.	PA	Common	100	Renal Care Group, Inc.	100%
RCG Mississippi, Inc.	DE	Common	1,000	Renal Care Group, Inc.	100%
Renal Care Group Northwest, Inc.	DE	Common	100	Renal Care Group, Inc.	100%
Renal Care Group Texas, Inc.	TX	Common	8,000	Renal Care Group, Inc.	100%
RCG University Division, Inc.	TN	Common	100	Renal Care Group, Inc.	100%
Renal Care Group Southwest Holdings, Inc.	DE	Common	100	Renal Care Group, Inc.	100%
Renal Research Institute, LLC	NY	Membership Interest	Limited Liability Company with uncertificated membership interests	National Medical Care, Inc.	100%
Renex Dialysis Clinic of Woodbury, Inc.	NJ	Common	100	Renex Corp.	100%
Spectra East, Inc.	DE	Common	1,000	SRC Holding Company, Inc.	100%
American Access Care Investment Holdings, LLC	DE	Membership Interest	Limited Liability Company with uncertificated membership interests	Fresenius Vascular Care, Inc.	100%
Fresenius Vascular Care, Inc.	DE	Common	100	U.S. Vascular Access Holdings, LLC	100%
Renex Corp.	FL	Common	100	Renal Care Group, Inc.	100%
Liberty Acquisitions LLC	DE	Membership Interest	Limited	Liberty Acquisitions Inc.	1%

11

Credit Party	Jurisdiction of Organization	Classes & number of outstanding capital stock		Owner	Ownership percentage
			Liability Company with uncertificated membership interests
		Membership Interest	Limited Liability Company with uncertificated membership interests	Liberty Dialysis, LLC	99%

12

Schedule 8.06

RESTRICTED PAYMENTS

2012	€	300 Million
2013	€	300 Million
2014	€	330 Million
2015	€	360 Million
2016	€	400 Million
2017	€	440 Million

1

Schedule 8.08

TRANSACTIONS WITH AFFILIATES

1.1.             REAL PROPERTY LEASE

FSE and its affiliates have leased real property to FME and its affiliates. The annual rent payable under these leases is subject to escalation, based upon the development of the German consumer price index.  The lease agreements originated in 1996.  The leases for manufacturing facilities have a ten-year term, followed by two successive optional renewal terms of ten years each at FME’s election. The leases for the other facilities have a term of ten years.

2.2.             COVENANTS NOT TO COMPETE

FSE has agreed for itself and its affiliates that they will not compete with FME in any aspect of the business of supplying renal care-related goods and services, including laboratories, for a period of ten years commencing January 1, 2007. However, FSE may continue its home care business.

3.             Trademarks

FSE has granted to FMCD, FME’s German subsidiary, for FME’s benefit and that of its affiliates, an exclusive, worldwide, royalty-free, perpetual license to use “Fresenius Medical Care” in the corporate names of FME and its Subsidiaries, and to use the Fresenius marks, including some combination marks containing the Fresenius name that were used by FSE’s dialysis business prior to the formation of FME, and the Fresenius Medical Care name as a trade name.

3.4.             OTHER INTELLECTUAL PROPERTY

Some of the patents, patent applications, inventions, know-how and trade secrets that FSE’s dialysis business used prior to the formation of FME were also used by other divisions of FSE. For Biofine®, the polyvinyl chloride-free packaging material, FSE has granted to FMCD, for the benefit of FME and its affiliates, an exclusive license for the renal business and a non-exclusive license for all other fields except other non-renal medical businesses. FMCD and FSE share equally any royalties from licenses of the Biofine® intellectual property by either FMCD or by FSE to third parties outside the renal business and the other non-renal medical businesses. In addition, FSE has transferred to FMCD the other patents, patent applications, inventions, know-how and trade secrets that were used predominantly in FSE’s dialysis business. In certain cases FSE’s Dialysis Business and the other FSE divisions as a whole each paid a significant part of the development costs for patents, patent applications, inventions, know-how and trade secrets that were used by both prior to the formation of FME.  Where FMCD acquired those jointly funded patents, patent applications, inventions, know-how and trade secrets, FMCD licensed them back to FSE exclusively in the other non-renal medical businesses and non-exclusively in all other fields. Where FSE retained the jointly

1

funded patents, patent applications, inventions, know-how and trade secrets, FSE licensed them to FMCD exclusively in the renal business and non-exclusively in all other fields.

4.5.             SUPPLY AGREEMENTS AND ARRANGEMENTS

FME and its Subsidiaries produce most of their products in their own facilities. However, Fresenius Kabi AG, a subsidiary of FSE, manufactures some of the products for FME and its Subsidiaries, principally dialysis concentrates and other solutions, at FSE facilities located in Germany, Brazil, France and South Africa. Conversely, FME facilities in Germany and Italy produce products for Fresenius Kabi AG.

FME  and its Subsidiaries and the subsidiaries of FSE have entered into supply agreements for the purchase and sale of products from the above facilities. Prices under the supply agreements are determined by good faith negotiations.

The parties may modify existing or enter into additional supply agreements, arrangements and transactions. Any future modifications, agreements, arrangements and transactions will be negotiated between the parties and will be subject to the approval provisions of the pooling agreements and the regulatory provisions of German law regarding dominating enterprises.

5.6.             SERVICES AGREEMENT

FME obtains administrative and other services from FSE headquarters and from other divisions and subsidiaries of FSE, including Fresenius Medical  Care Management AG, the general partner of FME. These services relate to, among other things, administrative services, management information services, employee benefit administration, insurance, IT services, tax services and treasury services. Conversely, FME has provided certain services to other divisions and subsidiaries of FSE relating to research and development, central purchasing and warehousing.

FME and FSE may modify existing or enter into additional services agreements, arrangements and transactions. Any such future modifications, agreements, arrangements and transactions will be negotiated between the parties and will be subject to the approval provisions of the pooling agreements and the regulations of German law regarding dominating enterprises.

2

Schedule 11.02

NOTICE ADDRESSES

Party	Notice Address
BORROWERS	For Domestic Credit Parties:
	[NAME OF CREDIT PARTY]
	c/o Fresenius Medical Care Holdings, Inc.
	920 Winter Street
	Waltham, Massachusetts 02451
	Attn: Chief Financial Officer, Treasurer and Assistant Treasurer (Mark Fawcett)
	Telephone: 781.699.2668
	Facsimile: 781.699.9756
	Email: mark.fawcett@fmc-na.com
	with a copy to:
	Fresenius Medical Care Holdings, Inc.
	920 Winter Street
	Waltham, Massachusetts 02451
	Attn: General Counsel and Deputy General Counsel (Doug Kott)
	Telephone: 781.699.9186
	Facsimile: 781.699.9713
	Email: doug.kott@fmc-na.com
	For FME:
	Fresenius Medical Care AG & Co. KGaA
	Mail Code: 61352
	Else-Kröner-Strasse 1
	Bad Homburg v.d.H., Germany
	Attention: CFO
	Telephone:++49.6172.609.2255
	Facsimile: ++49.6172.609.2280
	Email: michael.brosnan@fmc-ag.com
Party	Notice Address
GUARANTORS	For Domestic Credit Parties but excluding Fresenius Medical Care North America Holdings Limited Partnership:
	[NAME OF CREDIT PARTY]
	c/o Fresenius Medical Care Holdings, Inc.
	920 Winter Street
	Waltham, Massachusetts 02451
	Attn: Chief Financial Officer, Treasurer and Assistant Treasurer (Mark Fawcett)
	Telephone: 781.699.2668
	Facsimile: 781.699.9756
	Email: mark.fawcett@fmc-na.com
	with a copy to:
	Fresenius Medical Care Holdings, Inc.
	920 Winter Street

1

Waltham, Massachusetts 02451

Attn: General Counsel and Deputy General Counsel (Doug Kott)

Telephone: 781.699.9186

Facsimile: 781.699.9713

Email: doug.kott@fmc-na.com

For the other Credit Parties and Fresenius Medical Care North America Holdings Limited Partnership:

[Name of Credit Party]

c/o Fresenius Medical Care AG & Co. KGaA

Mail Code: 61352

Else-Kröner-Strasse 1

Bad Homburg v.d.H., Germany

Attention: CFO

Telephone: ++49.6172.609.2255

Facsimile: ++49.6172.609.2280

Email: michael.brosnan@fmc-ag.com

For FMC Finance II S.à r.l.

204, route de Luxembourg, L-7241 Bereldange, Grand-Duchy of Luxembourg

Attention : Board of managers

Telephone: ++352.26.33.75.901

Facsimile: ++352.26.33.75.909

RCSL: B 62086

Capital: EUR 5,400,000.-

with a copy to:

Fresenius Medical Care AG & Co. KGaA

Mail Code: 61352

Else-Kröner-Strasse 1

Bad Homburg v.d.H., Germany

Attention: CFO

Telephone: ++49.6172.609.2255

Facsimile: ++49.6172.609.2280

Email: michael.brosnan@fmc-ag.com

For FMC Finance VI S.A.

28-30, Val St. André, L-1128 Luxembourg, Grand-Duchy of Luxembourg

Attention : Board of Directors

Telephone: ++352.26.33.75.901

Facsimile: ++352.26.33.75.909

RCSL: B 146877

with a copy to:

Fresenius Medical Care AG & Co. KGaA

Mail Code: 61352

Else-Kröner-Strasse 1

Bad Homburg v.d.H., Germany

Attention: CFO

Telephone: ++49.6172.609.2255

Facsimile: ++49.6172.609.2280

2

	Email: michael.brosnan@fmc-ag.com
	For FMC Finance VII S.A.
	28-30, Val St. André, L-1128 Luxembourg, Grand-Duchy of Luxembourg
	Attention : Board of Directors
	Telephone: ++352.26.33.75.901
	Facsimile: ++352.26.33.75.909
	RCSL: B 157657
	with a copy to:
	Fresenius Medical Care AG & Co. KGaA
	Mail Code: 61352
	Else-Kröner-Strasse 1
	Bad Homburg v.d.H., Germany
	Attention: CFO
	Telephone: ++49.6172.609.2255
	Facsimile: ++49.6172.609.2280
	Email: michael.brosnan@fmc-ag.com
	For FMC Finance VIII S.A.
	28-30, Val St. André, L-1128 Luxembourg, Grand-Duchy of Luxembourg
	Attention : Board of Directors
	Telephone: ++352.26.33.75.901
	Facsimile: ++352.26.33.75.909
	RCSL: B 162959
	with a copy to:
	Fresenius Medical Care AG & Co. KGaA
	Mail Code: 61352
	Else-Kröner-Strasse 1
	Bad Homburg v.d.H., Germany
	Attention: CFO
	Telephone: ++49.6172.609.2255
	Facsimile: ++49.6172.609.2280
	Email: michael.brosnan@fmc-ag.com
Party	Notice Address
AGENT	Bank of America, N.A.
	Anthony Kell, Agency Management Officer
	901 Main Street, 14th Floor Plaza
	Dallas, TX 75202-3712
	Mail Code: TX1-492-14-11
	Voice: (214) 209-4124
	Fax: (214) 290-9422
	anthony.w.kell@baml.com
	with a copy to:
	BANK OF AMERICA, N.A.
	Mail Code: NC1-007-17-11
	100 North Tryon Street
	Bank of America Corporate Center, 17th Floor

3

Charlotte, North Carolina 28255

Attention: Amie L. Edwards

Telephone: (704) 387-1346

Facsimile: (704) 387-4605

Email: amie.l.edwards@bankofamerica.com

Lending Office:

Bank of America, N.A.

Mail Code: NC1-001-05-46

101 N. Tryon Street

Charlotte, NC 28255-0001

Attention: Renee Blackmore

Telephone: (980) 387-2484

Facsimile: (704) 409-0024

Email: renee.m.blackmore@baml.com

4

Exhibit 2.02

FORM OF LOAN NOTICE

Date:                             , 20    

To:Bank of America, N.A., as Administrative Agent

Re:Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement” among, inter alios, FRESENIUS MEDICAL CARE AG & Co. KGaA, a German partnership limited by shares, FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto, and BANK OF AMERICA, N.A., as Administrative Agent.  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

1.The undersigned hereby requests the following:

o  a USD Revolving Loan Borrowing

o  a USD Revolving Loan continuation

o  a USD Revolving Loan conversion

o  a USD Swingline Loan Borrowing

o  a Euro Revolving Loan Borrowing

o  a Euro Revolving Loan continuation

o  a Euro Revolving Loan conversion

o  a Multi-Currency Revolving Loan Borrowing

o  a Multi-Currency Revolving Loan continuation

o  a Multi-Currency Revolving Loan conversion

o  a Multi-Currency Swingline Loan Borrowing

o  a Tranche A Term Loan Borrowing

o  a Tranche A Term Loan continuation

o  a Tranche A Term Loan conversion

2.Date of Borrowing, conversion or continuation (which shall be a Business Day):                             

3.Amount and Currency of Borrowing, conversion or continuation:                                                     

4.Type of Loan requested:                                                                                                                  

5.Interest Period (if applicable):                                                                                                             

The undersigned hereby represents and warrants that (a) this Loan Notice complies with the requirements, as applicable, of Section 2.01(a) of the Credit Agreement, with respect to USD Swingline Loans and USD Revolving Loans, Section 2.01(b) of the Credit Agreement, with respect to Euro Revolving Loans, Section 2.01(c) of the Credit Agreement, with respect to Multi-Currency Revolving

Loans and Multi-Currency Swingline Loans and Section 2.01(e) of the Credit Agreement, with respect to the Tranche A Term Loan, and with the requirements of Section 2.02 of the Credit Agreement [and (b) the representations and warranties contained in Sections 5.02(a) and (b) of the Credit Agreement have been satisfied on and as of the date of the requested Credit Extension](1).

BORROWER:	[APPLICABLE BORROWER]
	By:
	Name:
	Title:

(1) Bracketed text not applicable if Loan Notice pertains only to continuations and/or conversions.

Exhibit 2.13-1

FORM OF USD REVOLVING NOTE

                             , 20    

FOR VALUE RECEIVED, each of the undersigned (the “USD Borrowers”), hereby promises to pay to                               , its successors or registered assigns (the “USD Revolving Lender”), the USD Revolving Lender’s USD Revolving Committed Amount, or if less, the aggregate unpaid principal amount of all USD Revolving Loans owing by such USD Borrower to the USD Revolving Lender under that certain Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares, Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Each USD Borrower promises to pay interest on the unpaid principal amount of each USD Revolving Loan owing by such USD Borrower from the date of such USD Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the USD Revolving Lender, at the Administrative Agent’s Office, in Dollars in Same Day Funds.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (before as well as after judgment) computed at the applicable per annum rate set forth in the Credit Agreement.

This USD Revolving Note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided in the Credit Agreement.  USD Revolving Loans made by the USD Revolving Lender may be evidenced by one or more loan accounts or records maintained by the USD Revolving Lender in the ordinary course of business.  The USD Revolving Lender may also attach schedules to this USD Revolving Note and endorse thereon the date, amount and maturity of its USD Revolving Loans and payments with respect thereto.

Upon the occurrence and during the continuation of an Event of Default, all amounts then remaining unpaid on this USD Revolving Note shall become, or may be declared to be, immediately due and payable, in each case as provided in the Credit Agreement, without diligence, presentment, protest and demand or notice of protest, demand, dishonor and non-payment of this USD Revolving Note, all of which are hereby waived by the USD Borrowers, for themselves and their respective successors and assigns.

The obligations of each USD Borrower that is a Primary Borrower, shall be joint and several in nature for all Loan Obligations and other obligations owing hereunder or under the other Credit Documents subject to the terms and provisions set forth in the Credit Agreement.  The obligations of each USD Borrower that is a Designated Borrower that is not a Primary Borrower shall be several (and not joint) in nature and shall be limited in each case to the obligations owing by such Designated Borrower.

THIS US REVOLVING NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS US REVOLVING NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

PRIMARY BORROWERS:	[                                          ]
	By:
	Name:
	Title:
DESIGNATED BORROWERS:	[                                          ]
	By:
	Name:
	Title:

Exhibit 2.13-2

FORM OF USD SWINGLINE NOTE

                               , 20    

FOR VALUE RECEIVED, each of the undersigned (the “USD Borrowers”), hereby promises to pay to [BANK OF AMERICA, N.A.]/[                           ], its successors or registered assigns (the “USD Swingline Lender”), the aggregate unpaid principal amount of all USD Swingline Loans owing by such USD Borrower to the USD Swingline Lender under that certain Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares, Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Each USD Borrower promises to pay interest on the unpaid principal amount of each USD Swingline Loan owing by such USD Borrower from the date of such USD Swingline Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the USD Swingline Lender in Dollars in Same Day Funds.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (before as well as after judgment) computed at the applicable per annum rate set forth in the Credit Agreement.

This USD Swingline Note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  USD Swingline Loans made by the USD Swingline Lender may be evidenced by one or more loan accounts or records maintained by the USD Swingline Lender in the ordinary course of business.  The USD Swingline Lender may also attach schedules to this USD Swingline Note and endorse thereon the date, amount and maturity of its USD Swingline Loans and payments with respect thereto.

Upon the occurrence and during the continuation of an Event of Default, all amounts then remaining unpaid on this USD Swingline Note shall become, or may be declared to be, immediately due and payable, in each case as provided in the Credit Agreement, without diligence, presentment, protest and demand or notice of protest, demand, dishonor and non-payment of this USD Swingline Note, all of which are hereby waived by the USD Borrowers, for themselves and their successors and assigns.

The obligations of each USD Borrower that is a Primary Borrower, shall be joint and several in nature for all Loan Obligations and other obligations owing hereunder or under the other Credit Documents subject to the terms and provisions set forth in the Credit Agreement.  The obligations of each USD Borrower that is a Designated Borrower that is not a Primary Borrower shall be several (and not joint) in nature and shall be limited in each case to the obligations owing by such Designated Borrower.

THIS USD SWINGLINE NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS USD SWINGLINE NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

PRIMARY BORROWERS:	[                                           ]
	By:
	Name:
	Title:
DESIGNATED BORROWERS:	[                                           ]
	By:
	Name:
	Title:

Exhibit 2.13-3

FORM OF EURO REVOLVING NOTE

                              , 20    

FOR VALUE RECEIVED, each of the undersigned (the “Euro Borrowers”), hereby promises to pay to                                         , its successors or registered assigns (the “Euro Revolving Lender”), the Euro Revolving Lender’s Euro Revolving Committed Amount, or if less, the aggregate unpaid principal amount of all Euro Revolving Loans owing by such Euro Borrower to the Euro Revolving Lender under that certain Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares, Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Each Euro Borrower promises to pay interest on the unpaid principal amount of each Euro Revolving Loan owing by such Euro Borrower from the date of such Euro Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Euro Revolving Lender, at the Administrative Agent’s Office, in Euros in Same Day Funds.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (before as well as after judgment) computed at the applicable per annum rate set forth in the Credit Agreement.

This Euro Revolving Note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  Euro Revolving Loans made by the Euro Revolving Lender may be evidenced by one or more loan accounts or records maintained by the Euro Revolving Lender in the ordinary course of business.  The Euro Revolving Lender may also attach schedules to this Euro Revolving Note and endorse thereon the date, amount and maturity of its Euro Revolving Loans and payments with respect thereto.

Upon the occurrence and during the continuation of an Event of Default, all amounts then remaining unpaid on this Euro Revolving Note shall become, or may be declared to be, immediately due and payable, in each case as provided in the Credit Agreement, without diligence, presentment, protest and demand or notice of protest, demand, dishonor and non-payment of this Euro Revolving Note, all of which are hereby waived by the Euro Borrowers, for themselves and their successors and assigns.

The obligations of each Euro Borrower that is a Primary Borrower, shall be joint and several in nature for all Loan Obligations and other obligations owing hereunder or under the other Credit Documents subject to the terms and provisions set forth in the Credit Agreement.  The obligations of each Euro Borrower that is a Designated Borrower that is not a Primary Borrower shall be several (and not joint) in nature and shall be limited in each case to the obligations owing by such Designated Borrower.

THIS EURO REVOLVING NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS EURO REVOLVING NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

PRIMARY BORROWERS:	[                                            ]
	By:
	Name:
	Title:
DESIGNATED BORROWERS:	[                                            ]
	By:
	Name:
	Title:

Exhibit 2.13-4

FORM OF MULTI-CURRENCY REVOLVING NOTE

                              , 20    

FOR VALUE RECEIVED, each of the undersigned (the “Multi-Currency Borrowers”), hereby promise to pay to                                     , its successors or registered assigns (the “Multi-Currency Revolving Lender”), the Multi-Currency Revolving Lender’s Multi-Currency Revolving Committed Amount, or if less, the aggregate unpaid principal amount of all Multi-Currency Revolving Loans owing by such Multi-Currency Borrower to the Multi-Currency Revolving Lender under that certain Amended and Restated Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares, Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Each Multi-Currency Borrower promises to pay interest on the unpaid principal amount of each Multi-Currency Revolving Loan owing by such Multi-Currency Borrower from the date of such Multi-Currency Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Multi-Currency Revolving Lender, at the Administrative Agent’s Office, in the applicable currency in Same Day Funds.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (before as well as after judgment) computed at the applicable per annum rate set forth in the Credit Agreement.

This Multi-Currency Revolving Note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  Multi-Currency Revolving Loans made by the Multi-Currency Revolving Lender may be evidenced by one or more loan accounts or records maintained by the European Revolving Lender in the ordinary course of business.  The Multi-Currency Revolving Lender may also attach schedules to this Multi-Currency Revolving Note and endorse thereon the date, amount and maturity of its Multi-Currency Revolving Loans and payments with respect thereto.

Upon the occurrence and during the continuation of an Event of Default, all amounts then remaining unpaid on this Multi-Currency Revolving Note shall become, or may be declared to be, immediately due and payable, in each case as provided in the Credit Agreement, without diligence, presentment, protest and demand or notice of protest, demand, dishonor and non-payment of this Multi-Currency Revolving Note, all of which are hereby waived by the Multi-Currency Borrowers, for themselves and their successors and assigns.

The obligations of each Multi-Currency Borrower that is a Primary Borrower, shall be joint and several in nature for all Loan Obligations and other obligations owing hereunder or under the other Credit Documents subject to the terms and provisions set forth in the Credit Agreement.  The obligations of each Multi-Currency Borrower that is a Designated Borrower that is not a Primary Borrower shall be several (and not joint) in nature and shall be limited in each case to the obligations owing by such Designated Borrower.

THIS MULTI-CURRENCEY REVOLVING NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE)

BASED UPON, ARISING OUT OF OR RELATING TO THIS MULTI-CURRENCEY REVOLVING NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

PRIMARY BORROWERS:	[                                           ]
	By:
	Name:
	Title:
DESIGNATED BORROWERS:	[                                           ]
	By:
	Name:
	Title:

Exhibit 2.13-5

FORM OF MULTI-CURRENCY SWINGLINE NOTE

                              , 20    

FOR VALUE RECEIVED, each of the undersigned (the “Multi-Currency Borrowers”), hereby promises to pay to [BANK OF AMERICA, N.A.]/[                              ], its successors or registered assigns (the “Multi-Currency Swingline Lender”), the aggregate unpaid principal amount of all Multi-Currency Swingline Loans owing by such Multi-Currency Borrower to the Multi-Currency Swingline Lender under that certain Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares, Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Each Multi-Currency Borrower promises to pay interest on the unpaid principal amount of each Multi-Currency Swingline Loan owing by such Multi-Currency Borrower from the date of such Multi-Currency Swingline Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Multi-Currency Swingline Lender in Dollars in Same Day Funds.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (before as well as after judgment) computed at the applicable per annum rate set forth in the Credit Agreement.

This Multi-Currency Swingline Note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  Multi-Currency Swingline Loans made by the Multi-Currency Swingline Lender may be evidenced by one or more loan accounts or records maintained by the Multi-Currency Swingline Lender in the ordinary course of business.  The Multi-Currency Swingline Lender may also attach schedules to this Multi-Currency Swingline Note and endorse thereon the date, amount and maturity of its Multi-Currency Swingline Loans and payments with respect thereto.

Upon the occurrence and during the continuation of an Event of Default, all amounts then remaining unpaid on this Multi-Currency Swingline Note shall become, or may be declared to be, immediately due and payable, in each case as provided in the Credit Agreement, without diligence, presentment, protest and demand or notice of protest, demand, dishonor and non-payment of this Multi-Currency Swingline Note, all of which are hereby waived by the Multi-Currency Borrowers, for themselves and their successors and assigns.

The obligations of each Multi-Currency Borrower that is a Primary Borrower, shall be joint and several in nature for all Loan Obligations and other obligations owing hereunder or under the other Credit Documents subject to the terms and provisions set forth in the Credit Agreement.  The obligations of each Multi-Currency Borrower that is a Designated Borrower that is not a Primary Borrower shall be several (and not joint) in nature and shall be limited in each case to the obligations owing by such Designated Borrower.

THIS MULTI-CURRENCY SWINGLINE NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS MULTI-CURRENCY SWINGLINE

NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

PRIMARY BORROWERS:	[                                           ]
	By:
	Name:
	Title:
DESIGNATED BORROWERS:	[                                           ]
	By:
	Name:
	Title:

Exhibit 2.13-6

FORM OF TRANCHE A TERM LOAN NOTE

                               , 20    

FOR VALUE RECEIVED, each of the undersigned (the “Tranche A Term Loan Borrower”), hereby promises to                                   , its successors or registered assigns (the “Tranche A Term Loan Lender”) the aggregate unpaid principal amount of the Tranche A Term Loan made by the Tranche A Term Loan Lender under that certain Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares, Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Each Tranche A Term Loan Borrower promises to pay interest on the unpaid principal amount of the Tranche A Term Loan made by the Tranche A Term Loan Lender from the date of such Tranche A Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Tranche A Term Loan Lender, at the Administrative Agent’s Office, in Dollars in Same Day Funds.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (before as well as after judgment) computed at the applicable per annum rate set forth in the Credit Agreement.

This Tranche A Term Loan Note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  The Tranche A Term Loan made by the Tranche A Term Loan Lender may be evidenced by one or more loan accounts or records maintained by the Tranche A Term Loan Lender in the ordinary course of business.  The Tranche A Term Loan Lender may also attach schedules to this Tranche A Term Loan Note and endorse thereon the date, amount and maturity of its Tranche A Term Loan and payments with respect thereto.

Upon the occurrence and during the continuation of an Event of Default, all amounts then remaining unpaid on this Tranche A Term Loan Note shall become, or may be declared to be, immediately due and payable, in each case as provided in the Credit Agreement, without diligence, presentment, protest and demand or notice of protest, demand, dishonor and non-payment of this Tranche A Term Loan Note, all of which are hereby waived by each Tranche A Term Loan Borrower, for itself and its successors and assigns.

THIS TRANCHE A TERM LOAN NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS TRANCHE A TERM LOAN NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

BORROWERS:	[                                                ]
	By:
	Name:
	Title:

Exhibit 2.14-1

FORM OF DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT

THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of                           is by and between                                    , a                                                     (the “Applicant Borrower”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares (“FME”), Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Applicant Borrower has indicated its desire to become a Designated Borrower pursuant to Section 2.14 of the Credit Agreement. Accordingly, the Applicant Borrower hereby agrees with the Administrative Agent, for the benefit of the Lenders, as follows:

1.Each of the Applicant Borrower and FME hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Applicant Borrower is a Subsidiary of                                   .

2.The Applicant Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Applicant Borrower will be deemed to be a party to the Credit Agreement as a “Designated Borrower” for all purposes of the Credit Agreement and the other Credit Documents, and shall have all of the obligations thereunder as if it has executed the Credit Agreement and the other Credit Documents.  The Applicant Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Documents, including (i) all of the representations and warranties of the Credit Parties set forth in Article VI of the Credit Agreement, and (ii) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement.

The Applicant Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Applicant Borrower will be deemed to be a party to the Parallel Debt Agreement as an “Obligor” (as defined in the Parallel Debt Agreement).

3.The Applicant Borrower requests approval to be Designated Borrower with respect to the [USD Revolving Loans] [Euro Revolving Loans] [Multi-Currency Revolving Loans] [Tranche A Term Loans] with a Borrowing Limit of [$][€] [  ]                     .  Designation of any Applicant Borrower as a Designated Borrower and approval of its Designated Borrowing Limit is subject to (i) the prior consent of the Required [USD Revolving][Euro Revolving][Multi-Currency Revolving][Tranche A Term] Lenders, in their sole discretion; provided that (A) no consent shall be required for any Wholly Owned Subsidiary of FME organized in an Approved Jurisdiction (as of the Closing Date) to become a Primary Borrower or a Co-Borrower and (B) a Borrower for Mexican pesos may be established with the consent of the Administrative Agent; (ii) delivery of an executed promissory note as may be requested by any applicable Lender in connection therewith; (iii) delivery of supporting resolutions, articles of incorporation and bylaws (or their equivalents), incumbency certificates, opinions of counsel and such other items as the Administrative Agent and the Required [USD Revolving][Euro Revolving][Multi-Currency

Revolving][Tranche A Term] Lenders may request; and (iv) receipt of any “know your customer” or similar information reasonably requested by any such Lender.

4.The Applicant Borrower acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto.

5.FME confirms that all of the Obligations under the Credit Agreement are, and upon the Applicant Borrower becoming a Designated Borrower shall continue to be, in full force and effect.  FME further confirms that immediately upon the Applicant Borrower becoming a Designated Borrower, the term “[USD Revolving][Euro Revolving][Multi-Currency Revolving][Tranche A Term] Loan Obligations,” as used in the Credit Agreement, shall include all [USD Revolving][Euro Revolving][Multi-Currency Revolving][Tranche A Term] Loan Obligations of such Designated Borrower under the Credit Agreement and under each other Credit Document.

6.The Applicant Borrower hereby agrees that upon becoming a Designated Borrower it will assume all of the [USD Revolving][Euro Revolving][Multi-Currency Revolving][Tranche A Term] Loan Obligations of a [Designated Borrower that is not a] Primary Borrower as set forth in the Credit Agreement.

7.FME and the Applicant Borrower agree that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver, or cause to be executed and delivered, such further documents and do such further acts and things as the Administrative Agent may reasonably request in order to effect the purposes of this Agreement.

8.This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

9.This Agreement shall constitute a Credit Document under the Credit Agreement.

10.THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Applicant Borrower has caused this Agreement to be duly executed by its authorized officers.  Following receipt of the consent of the Required [USD Revolving Lenders] [Euro Revolving Lenders] [Multi-Currency Revolving Lenders] [Tranche A Term Lenders], the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

APPLICANT BORROWER:	[APPLICANT BORROWER],
	a
	By:
	Name:
	Title:
BORROWER:	FRESENIUS MEDICAL CARE AG & Co. KGaA, a German partnership limited by shares, represented by FRESENIUS MEDICAL CARE MANAGEMENT AG, a German corporation, its general partner
	By:
	Name:
	Title:
	By:
	Name:
	Title:
Acknowledged and Accepted:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:

Exhibit 2.14-2

FORM OF DESIGNATED BORROWER NOTICE

Date:                 ,          

To:The Borrowers (as defined below) and the [USD Revolving Lenders] [Euro Revolving Lenders] [Multi-Currency Revolving Lenders]

Ladies and Gentlemen:

This Designated Borrower Notice is made and delivered pursuant to Section 2.14 of that certain Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares (“FME”), Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Administrative Agent hereby notifies Borrowers and the [USD Revolving Lenders] [Euro Revolving Lenders] [Multi-Currency Revolving Lenders] [Tranche A Term Lenders]that effective as of the date hereof                                               shall be a Designated Borrower and may receive [USD Revolving Loans] [Euro Revolving Loans] [Multi-Currency Revolving Loans][Tranche A Term Loans] for its account on the terms and conditions set forth in the Credit Agreement.

This Designated Borrower Notice shall constitute a Credit Document under the Credit Agreement.

BANK OF AMERICA, N.A.,

as Administrative Agent

By:

Name:

Title:

Exhibit 2.18-1

FORM OF COMPETITIVE REVOLVING LOAN BID REQUEST

To:                                     , as Competitive Bid Agent

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares (“FME”), Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The [Multi-Currency Revolving] Lenders are invited to make Bid Loans:

1.On                                                                                       (a Business Day).

2.In an aggregate amount not exceeding [$][€] [  ]                                    (with any sublimits set forth below).

3.Comprised of (select one):

o  Absolute Rate Loans o  Fixed LIBOR Margin Bid Loans

4.With the following sublimts:

Bid LoanNo.	Interest Period requested	Maximum principalamount requested
1	[days][months]	[$][€] [  ]
2	[days][months]	[$][€] [  ]
3	[days][months]	[$][€] [  ]

5.Requested currency:                                                .

6.Requested financial accommodation:                                                      .

The Bid Borrowing requested herein complies with the requirements of Section 2.18(a) of the Credit Agreement.

The undersigned Borrower authorizes the Administrative Agent to deliver this Bid Request to the Lenders.  Responses by the Lenders must be in substantially the form of Exhibit 2.18-2 to the Credit Agreement and must be received by the Administrative Agent by the time specified in Section 2.18 of the Credit Agreement for submitting Competitive Bids.

[BORROWER],

a                                 

By:

Name:

Title:

Exhibit 2.18-2

FORM OF COMPETITIVE BID

                        ,       

To:                                 , as Competitive Bid Agent

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares (“FME”), Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

In response to the Bid Request dated                                                       ,            , the undersigned offers to make the following Bid Loan(s):

1.Borrowing date:                                               (a Business Day).

2.In an aggregate amount not exceeding [$][€] [  ]                                    (with any sublimits set forth below).

3.Comprised of:

Bid Loan No.	Interest Periodoffered	Bid Maximum	Absolute Rate Bid or Fixed LIBOR Margin Bid *
1	[days][months]	[$][€] [   ]	(- +)	%
2	[days][months]	[$][€] [   ]	(- +)	%
3	[days][months]	[$][€] [   ]	(- +)	%

4.Currency:                                     .

5.Financial accommodation:                                             .

* Expressed in multiples of 1/100th of a basis point.

Contact Person:                                      Telephone:                                

[LENDER]

By:

Name:

Title:

******************************************************************************

THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:

The offers made above are hereby accepted in the amounts set forth below:

Bid Loan No.	Principal Amount Accepted
	$
	$
	$

[BORROWER]

By:

Name:

Title:

Date:

Exhibit 7.02(b)

FORM OF COMPLIANCE CERTIFICATE

[date of certificate]

Financial Statement Date:                         

To:Bank of America, N.A., as Administrative Agent

Re:Credit Agreement dated as of October 30, 2012 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares (“FME”), Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                                      of FME, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of FME, and that:

[Use following paragraph 1 for fiscal year-end financial statements:]

[1.[Attached hereto as Schedule 1 are the] [The] year-end audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of FME and its Subsidiaries ended as of the above date, together with the report and opinion of an independent certified public accountant of nationally recognized standing required by such section[, have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement.]]

[Use following paragraph 1 for fiscal quarter-end financial statements:]

[1.[Attached hereto as Schedule 1 are the] [The] unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of FME and its Subsidiaries ended as of the above date [have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement].  Such financial statements fairly present in all material respects the financial condition, results of income or operations, shareholders’ equity and cash flows of the Consolidated Group in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.]

2.The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Consolidated Group during the accounting period covered by the attached financial statements.

3.A review of the activities of the Credit Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period

each of the Credit Parties performed and observed all of the covenants applicable to it under the Credit Documents, and

[select one:]

[to the best knowledge of the undersigned, no Default or Event of Default exists as of the date hereof.]

--or--

[the following is a list of each Default or Event of Default that exists as of the date hereof, including the nature and extent thereof and the proposed actions with respect thereto:  [DESCRIBE].]

4.The financial covenant and other covenant compliance analyses and information set forth on Schedule [1][2] attached hereto are true and accurate on and as of the date of this Compliance Certificate.  The Borrowers are [not] in compliance with each of the financial covenants contained in Section 8.10 of the Credit Agreement.

[5.Set forth below is a summary of all material changes in GAAP or in the consistent application thereof and material changes in accounting policies or financial reporting practices during the most recent fiscal quarter ending prior to the date hereof to the extent that such changes affect the numeric value of any financial covenant contained in the Credit Agreement, and a reconciliation between calculation of any such financial covenant (and determination of the applicable pricing level under the definition of “Applicable Percentage”) before and after giving effect to such changes: [DESCRIBE].]

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of                            ,         .

FRESENIUS MEDICAL CARE AG & Co. KGaA, a German partnership limited by shares, represented by FRESENIUS MEDICAL CARE MANAGEMENT AG, a German corporation, its general partner

By:

Name:

Title:

By:

Name:

Title:

[Schedule 1

to Compliance Certificate

FINANCIAL STATEMENTS AND RELATED DELIVERIES

(attached)]

Schedule [1][2]

to Compliance Certificate

COVENANT CALCULATIONS

Exhibit 7.13

FORM OF GUARANTOR JOINDER AGREEMENT

THIS GUARANTOR JOINDER AGREEMENT (this “Agreement”), dated as of                         , 20   , is by and between                           , a                                   (the “New Subsidiary”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Credit Agreement, among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares (“FME”), Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The New Subsidiary (x) is required to become a Guarantor pursuant to the terms and conditions of Section 7.13 of the Credit Agreement, or (y) has been volunteered as a Guarantor by the Borrowers.

Accordingly, the New Subsidiary agrees with the Administrative Agent, for the benefit of the Lenders, as follows:

1.The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a Guarantor for all purposes of the Credit Agreement, and shall have all of the obligations of Guarantor thereunder as if it had executed the Credit Agreement.  The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Guarantor contained in the Credit Agreement.  Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby (i) [jointly and severally] [severally, and not jointly and severally] together with the other Guarantors, guarantees to each holder of the Obligations, as provided in the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.

The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Parallel Debt Agreement as an “Obligor” (as defined in the Parallel Debt Agreement).

2.The address of the New Subsidiary for purposes of all notices and other communications is as follows:

[Address]

3.The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Article IV of the Credit Agreement or any other Guaranty upon the execution of this Agreement by the New Subsidiary.

4.This Agreement may be executed in counterparts (and by the different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

5.This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to be duly executed by its authorized officer, and the Collateral Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

NEW SUBSIDIARY:	[NEW SUBSIDIARY],
	a
	By:
	Name:
	Title:
Acknowledged and accepted:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:

Exhibit 11.06

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the [Multi-Currency Letters of Credit] [USD Swingline Loans and the USD Letters of Credit] included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.Assignor[s]:

2.Assignee[s]:                                        [is an [Affiliate][Approved Fund] of [identify Lender]]

                                        [is an [Affiliate][Approved Fund] of [identify Lender]]

3.Borrower(s):Fresenius Medical Care AG & Co. KGaA, Fresenius Medical Care Holdings, Inc., and the other borrowers from time to time party to the Credit Agreement

4.Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement

2

5.Credit Agreement:Credit Agreement dated as of October 30, 2012 among, inter alios, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares, Fresenius Medical Care Holdings, Inc., a New York corporation, and the other Borrowers identified therein, the Guarantors identified therein, the Lenders party thereto and the Administrative Agent (as such agreement shall be amended, restated, supplemented or otherwise modified from time to time).

6.Assigned Interest[s]:

Assignor[s]	Assignee[s]	FacilityAssigned(2)	AggregateAmount ofCommitment/Loansfor all Lenders(3)	Amount ofCommitment/ LoansAssigned	PercentageAssigned ofCommitment/Loans(4)		CUSIPNumber
			[$][€]	[$][€]		%
			[$][€]	[$][€]		%
			[$][€]	[$][€]		%

[7.Trade Date:                                     ](5)

Effective Date:                                   , 20    [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

(2)  Insert USD Revolving Commitments, Euro Revolving Commitments, Multi-Currency Revolving Commitments or Tranche A Term Loan, as applicable.

(3)  Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

(4)  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

(5)  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

3

[Consented to and](6) Accepted:

BANK OF AMERICA, N.A., as

 Administrative Agent

By:

Name:

Title:

[BANK OF AMERICA, N.A., as

 [USD] [Multi-Currency] L/C Issuer and USD Swingline Lender

By:

Name:

Title:]

[OTHER L/C ISSUERS], as

 [USD] [Multi-Currency] L/C Issuer

By:

Name:

Title:]

[BORROWERS

By:

Name:

Title:]

(6)  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

4

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.Representations and Warranties.

1.1Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2.Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

5

3.General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York.

4.Parallel Debt.  The Assignee hereby acknowledges, agrees and confirms that, by its execution of this Assignment and Assumption, the Assignee will be deemed to be a party to the Parallel Debt Agreement as a “Finance Party” (as defined in the Parallel Debt Agreement) and the Assignee hereby approves (genehmigt) the Collateral Agent’s execution of the share pledge agreement relating to the shareholding in FMC BetGes and FMCD on or about the date of the Credit Agreement on behalf of the Assignee as agent without power of attorney (Vertreter ohne Vertretungsmacht).

6

EX-2.35

Exhibit 2.35

UPDATED EXECUTION COPY

SIXTH AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT

among

NMC FUNDING CORPORATION,

as Transferor

NATIONAL MEDICAL CARE, INC.,

as Collection Agent

THE ENTITIES PARTIES HERETO,

as Conduit Investors

THE FINANCIAL INSTITUTIONS PARTIES HERETO,

as Bank Investors

THE BANK OF NOVA SCOTIA

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

BARCLAYS BANK PLC

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK

PNC BANK, NATIONAL ASSOCIATION

and

ROYAL BANK OF CANADA

as Administrative Agents

and

THE BANK OF NOVA SCOTIA,

as Agent

Dated as of January 17, 2013

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS 1

SECTION 1.1.	Certain Defined Terms	1
SECTION 1.2.	Other Terms	35
SECTION 1.3.	Computation of Time Periods	35
SECTION 1.4.	Amendment and Restatement	35
SECTION 1.5.	Funding on Effective Date	35
ARTICLE II
PURCHASE AND SETTLEMENTS 35
SECTION 2.1.	Facility	35
SECTION 2.2.	Incremental Transfers(NI); Certificates; Eligible Receivables	36
SECTION 2.3.	Selection of Tranche Periods and Tranche Rates	39
SECTION 2.4.	Discount, Fees and Other Costs and Expenses	41
SECTION 2.5.	Non-Liquidation Settlement and Reinvestment Procedures	41
SECTION 2.6.	Liquidation Settlement Procedures	43
SECTION 2.7.	Fees	44
SECTION 2.8.	Protection of Ownership Interest of the Investors; Special Accounts, Intermediate Concentration Account and Concentration Account	45
SECTION 2.9.	Deemed Collections; Application of Payments	46
SECTION 2.10.	Payments and Computations, Etc.	47
SECTION 2.11.	Reports	47
SECTION 2.12.	Collection Account	48
SECTION 2.13.	Sharing of Payments, Etc.	48
SECTION 2.14.	Right of Setoff	49
SECTION 2.15.	Addition and Removal of Transferring Affiliates	49
SECTION 2.16.	Optional Repurchase of Transferred Interest	50
SECTION 2.17.	Letters of Credit	50
SECTION 2.18.	Issuance of Letters of Credit	51
SECTION 2.19.	Disbursements and Reimbursements under Letters of Credit	52
SECTION 2.20.	Documentation in connection with Letters of Credit	53
SECTION 2.21.	Determination to Honor Drawing Request under a Letter of Credit	54
SECTION 2.22.	Reimbursement Obligations	54
SECTION 2.23.	Indemnity in connection with Letters of Credit	55
SECTION 2.24.	Liability for Acts and Omissions in connection with Letters of Credit	56

i

ARTICLE III

REPRESENTATIONS AND WARRANTIES 57

SECTION 3.1.	Representations and Warranties of the Transferor	57
SECTION 3.2.	Reaffirmation of Representations and Warranties by the Transferor	62
SECTION 3.3.	Representations and Warranties of the Collection Agent	62
ARTICLE IV
CONDITIONS PRECEDENT 64
SECTION 4.1.	Conditions to Closing	64
SECTION 4.2.	Conditions to Funding an Incremental Transfer (NI)	66
SECTION 4.3.	Conditions to Issuing a Letter of Credit and an Incremental Transfer (L/C)	66
SECTION 4.4.	Conditions to Funding an Incremental Transfer (NI) (Reimbursement Obligations)	67
ARTICLE V
COVENANTS 67
SECTION 5.1.	Affirmative Covenants of Transferor	67
SECTION 5.2.	Negative Covenants of the Transferor	74
SECTION 5.3.	Affirmative Covenants of the Collection Agent	77
SECTION 5.4.	Negative Covenants of the Collection Agent	79
ARTICLE VI
ADMINISTRATION AND COLLECTION 79
SECTION 6.1.	Appointment of Collection Agent	79
SECTION 6.2.	Duties of Collection Agent	80
SECTION 6.3.	Right After Designation of New Collection Agent	81
SECTION 6.4.	Collection Agent Default	82
SECTION 6.5.	Responsibilities of the Transferor	83
ARTICLE VII
TERMINATION EVENTS 84
SECTION 7.1.	Termination Events	84
SECTION 7.2.	Termination	87

ii

ARTICLE VIII

INDEMNIFICATION; EXPENSES; RELATED MATTERS 87

SECTION 8.1.	Indemnities by the Transferor	87
SECTION 8.2.	Indemnity for Taxes, Reserves and Expenses	90
SECTION 8.3.	Taxes	93
SECTION 8.4.	Other Costs, Expenses and Related Matters	95
SECTION 8.5.	Reconveyance Under Certain Circumstances	96
ARTICLE IX
THE AGENT; BANK COMMITMENT; THE ADMINISTRATIVE AGENTS 96
SECTION 9.1.	Authorization and Action	96
SECTION 9.2.	Agent’s Reliance, Etc.	97
SECTION 9.3.	Credit Decision	98
SECTION 9.4.	Indemnification of the Agent	98
SECTION 9.5.	Successor Agent	98
SECTION 9.6.	Payments by the Agent	99
SECTION 9.7.	Bank Commitment; Assignment to Bank Investors	99
SECTION 9.8.	Appointment of Administrative Agents	103
SECTION 9.9.	Administrative Agent’s Reliance, Etc.	104
SECTION 9.10.	Indemnification of the Administrative Agents	104
SECTION 9.11.	Successor Administrative Agents	105
SECTION 9.12.	Payments by the Administrative Agents	105
ARTICLE X
MISCELLANEOUS 106
SECTION 10.1.	Term of Agreement	106
SECTION 10.2.	Waivers; Amendments	106
SECTION 10.3.	Notices	106
SECTION 10.4.	Governing Law; Submission to Jurisdiction; Integration	111
SECTION 10.5.	Severability; Counterparts	112
SECTION 10.6.	Successors and Assigns	112
SECTION 10.7.	Waiver of Confidentiality	113
SECTION 10.8.	Confidentiality Agreement	113
SECTION 10.9.	No Bankruptcy Petition Against Conduit Investors	114
SECTION 10.10.	No Recourse Against Stockholders, Officers or Directors	115
SECTION 10.11.	Characterization of the Transactions Contemplated by the Agreement	115
SECTION 10.12.	Perfection Representations	116

iii

SCHEDULES

SCHEDULE I	Notice Addresses of Bank Investors
SCHEDULE II	Commitments of Bank Investors
SCHEDULE III	Perfection Representations
SCHEDULE IV	[RESERVED]
EXHIBITS
EXHIBIT A	Form of Notice of Incremental Transfer (NI)
EXHIBIT B	Form of L/C Issuance Notice
EXHIBIT C	Form of L/C Modification Notice
EXHIBIT D-1	Form of Special Account Letter
EXHIBIT D-2	Form of Concentration Account Agreement
EXHIBIT D-3	Form of Intermediate Concentration Account Agreement
EXHIBIT E	Form of Investor Report
EXHIBIT F	Form of Transfer Certificate
EXHIBIT G	Form of Assignment and Assumption Agreement
EXHIBIT H	List of Actions and Suits (Sections 3.1(g), 3.1(k) and 3.3(e))
EXHIBIT I	Location of Records
EXHIBIT J	Form of Business Associate Agreement
EXHIBIT K	[RESERVED]
EXHIBIT L	Forms of Secretary’s Certificate
EXHIBIT M	[RESERVED]
EXHIBIT N	[RESERVED]
EXHIBIT O	Form of Transferring Affiliate Letter
EXHIBIT P	Form of Amendments to Transferring Affiliate Letter, Receivables Purchase Agreement and Parent Agreement

iv

EXHIBIT Q	List of Transferring Affiliates
EXHIBIT R	Form of Account Agent Agreement
EXHIBIT S	List of Closing Documents
EXHIBIT T	Form of Agreed Upon Procedures Report

v

SIXTH AMENDED AND RESTATED TRANSFER
AND ADMINISTRATION AGREEMENT

SIXTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this “Agreement”), dated as of January 17, 2013 by and among NMC FUNDING CORPORATION, a Delaware corporation, as transferor (in such capacity, the “Transferor”), NATIONAL MEDICAL CARE, INC., a Delaware corporation, as the initial “Collection Agent”, LIBERTY STREET FUNDING LLC, a Delaware limited liability company, as a Conduit Investor, ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company, as a Conduit Investor, SALISBURY RECEIVABLES COMPANY, LLC, a Delaware limited liability company, as a Conduit Investor, THUNDER BAY FUNDING, LLC, a Delaware limited liability company, as a Conduit Investor, MARKET STREET FUNDING LLC, a Delaware limited liability company, as a Conduit Investor, VICTORY RECEIVABLES CORPORATION, a Delaware corporation, as a Conduit Investor, the FINANCIAL INSTITUTIONS PARTIES HERETO, as Bank Investors, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as an Administrative Agent, BARCLAYS BANK PLC, as an Administrative Agent, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK, as an Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as an Administrative Agent, ROYAL BANK OF CANADA, as an Administrative Agent, and THE BANK OF NOVA SCOTIA, as an Administrative Agent and as agent (in such capacity, the “Agent”) for the Investors.

PRELIMINARY STATEMENTS

WHEREAS, the Transferor, the Collection Agent, certain of the Conduit Investors, certain of the Bank Investors and certain of the Administrative Agents are parties to that certain Fifth Amended and Restated Transfer and Administration Agreement dated as of November 17, 2009 (as amended prior to the date hereof, the “Existing TAA”); and

WHEREAS, the parties hereto desire to amend and restate the Existing TAA in its entirety.

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.                      Certain Defined Terms.  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 R hereto.

“Account Schedule” has the meaning specified in Section 3.1(s).

“Administrative Agent” means (i) The Bank of Nova Scotia, as administrative agent for the Related Group that includes Liberty Street, (ii) The Bank of Tokyo-Mitsubishi UFJ,

Ltd., New York Branch, as administrative agent for the Related Group that includes Victory Receivables Corporation, (iii) Barclays Bank PLC, as administrative agent for the Related Group that includes Salisbury, (iv) Credit Agricole Corporate and Investment Bank, New York, as administrative agent for the Related Group that includes Atlantic Securitization, (v) PNC Bank, National Association, as administrative agent for the Related Group that includes Market Street Funding LLC, and (vi) Royal Bank of Canada, as administrative agent for the Related Group that includes Thunder Bay.

“Administration Fee” means the fee payable by the Transferor to the Agent pursuant to Section 2.7(iii) hereof, the terms of which are set forth in the Agent Fee Letter.

“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), other than customary rights of set-off and other similar claims.

“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.

“Agent” means The Bank of Nova Scotia, in its capacity as agent for the Investors, and any successor thereto appointed pursuant to Article IX.

“Agent Fee Letter” means the Agent Fee Letter dated January 17, 2013 between the Transferor and the Agent relating to certain fees payable by the Transferor to the Agent hereunder, as amended, restated, supplemented or otherwise modified from time to time.

“Aggregate Unpaids” means, at any time, an amount equal to the sum of (i) the aggregate accrued and unpaid Discount with respect to all Tranche Periods at such time, (ii) the Net Investment at such time, (iii) the aggregate accrued and unpaid L/C Fees at such time, (iv) the aggregate unpaid amount of all Reimbursement Obligations and accrued and unpaid RO Interest at such time, (v) the aggregate amount of cash collateral then required to be remitted to an L/C Collateral Account, (vi) the aggregate accrued and unpaid fees described in Section 2.7, and (vii) all other amounts owed (whether due or accrued) hereunder by the Transferor to the Investors at such time.

“Agreement” shall have the meaning specified in the Preamble to this Agreement.

2

“Applicable Margin” means (i) 2.00% (the “Base Margin”) minus (ii) the sum of the rates per annum used in the calculation of the Program Fee and the Facility Fee, provided that from and after April 30, 2013, the Base Margin will be based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agents pursuant to Section 5.1(a)(iii) and determined in accordance with the table below:

Consolidated Leverage Ratio	Percentage
Greater than 3.0:1.0	2.000	%
Greater than 2.5>1.0 but less than or equal to 3.0:1.0	1.750	%
Less than or equal to 2:5:1:0	1.500	%

Any increase or decrease in the Base Margin resulting from a change in the Consolidated Leverage Ratio shall become effective on the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.1(a)(iii); provided, however, that if a Compliance Certificate is not delivered when due in accordance therewith, then the Base Margin shall be equal to 2.00% as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until the first Business Day immediately following delivery thereof.  Determinations by the Agent of the appropriate Applicable Margin at any time shall be conclusive absent manifest error.  Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.3(g).

“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit G attached hereto.

“Atlantic Securitization” means Atlantic Asset Securitization LLC, a Delaware limited liability company, together with its successors and permitted assigns.

“Auditor” shall have the meaning specified in Section 6.2(c).

“Bank Investors” means each financial institution (including in its capacity as an “L/C Issuer” where applicable) identified as a “Bank Investor” on Schedule II and their respective successors and assigns.

“Bank Regulatory Guideline” shall have the meaning specified in Section 8.2.

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

“Barclays” means Barclays Bank PLC, together with its successors and permitted assigns.

“Base Rate” or “BR” means, with respect to the Investors in any Related Group, a rate per annum equal to the greatest of (i) the prime rate of interest announced by the

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Administrative Agent for such Related Group from time to time, changing when and as said prime rate changes (such rate not necessarily being the lowest or best rate charged by such Administrative Agent), (ii) the Eurodollar Rate determined as of such date for an assumed Eurodollar Tranche Period of one month commencing on such date and (iii) the sum of (a) 1.50% and (b) the rate equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by such Administrative Agent from three Federal funds brokers of recognized standing selected by it.

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

“BTMU” means The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, together with its successors and assigns.

“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, and, when used with respect to the determination of any Eurodollar Rate or any notice with respect thereto, any such day which is also a day for trading by and between banks in United States dollar deposits in the London interbank market.

“BR Tranche” means a Tranche as to which Discount is calculated at the Base Rate.

“BR Tranche Period” means, with respect to a BR Tranche for the Investors in any Related Group, either (i) prior to the Termination Date, a period of up to 30 days requested by the Transferor and agreed to by the Administrative Agent for such Related Group, commencing on a Business Day requested by the Transferor and agreed to by such Administrative Agent, or (ii) after the Termination Date, a period of one day.  If such BR Tranche Period would end on a day which is not a Business Day, such BR Tranche Period shall end on the next succeeding Business Day.

“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership (including, without limitation, a KGaA (Kommanditgesellschaft auf Aktien)), partnership interests (whether general or limited) or other equivalents (however designated) of capital stock, (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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“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.

“Cash-Collateralize” means to pledge and deposit into the L/C Collateral Account, for the benefit of the L/C Issuers and Investors, as collateral for the Letter of Credit Obligations, immediately available funds pursuant to documentation in form and substance satisfactory to the Agent.

“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.

“Change of Control” means if the general partner of FME KGaA charged with management of FME KGaA shall at any time fail to be a Subsidiary of Fresenius SE, or if Fresenius SE shall fail at any time to own and control more than twenty-five percent (25.00%) of the Capital Stock with ordinary voting power of FME KGaA.

“Closing Date” means January 17, 2013.

“CMS” means the Centers for Medicare and Medicaid Services (formerly known as the Health Care Financing Administration), an agency of the HHS charged with administering and regulating, among other things, certain aspects of Medicaid and Medicare.

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

“Collection Account” means the account, established in the name of either the Agent or the Transferor, for the benefit of the Investors, pursuant to Section 2.12; provided that, until the Agent otherwise notifies the Collection Agent, the Collection Account shall be the same as the Concentration Account.

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

“Collection Agent Default” has the meaning specified in Section 6.4 hereof.

“Collection Delay Factor” means 10 days or such other number of days as the Agent may select upon three Business Days’ notice to the Transferor.

“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, all payments under the Medicare “cost of recovery” process that are allocable to such Receivable and all other 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” contained in this Section 1.1.

“Commercial Paper” means, with respect to any Conduit Investor, the promissory notes issued by such Conduit Investor or its Related CP Issuer in the commercial paper market.

“Commitment” means (i) with respect to each Bank Investor party hereto, the agreement of such Bank Investor to make acquisitions from the Transferor or the Conduit Investor in its Related Group, and to issue Letters of Credit to the Transferor in its capacity as an L/C Issuer, in accordance herewith and in an aggregate amount not to exceed the dollar amount set forth opposite such Bank Investor’s name on Schedule II hereto under the heading “Commitment”, minus the dollar amount of any Commitment or portion thereof assigned pursuant to an Assignment and Assumption Agreement plus the dollar amount of any increase to such Bank Investor’s Commitment consented to by such Bank Investor prior to the time of determination, (ii) with respect to any assignee of a Bank Investor taking pursuant to an Assignment and Assumption Agreement, the commitment of such assignee to make acquisitions from the Transferor or the Conduit Investor in its Related Group, and to issue Letters of Credit to the Transferor in its capacity as an L/C Issuer, in accordance herewith in an aggregate amount not to exceed the amount set forth in such Assignment and Assumption Agreement minus the dollar amount of any Commitment or portion thereof assigned pursuant to an Assignment and Assumption Agreement prior to such time of determination and (iii) with respect to any assignee of an assignee referred to in clause (ii), the commitment of such assignee to make acquisitions from the Transferor or the Conduit Investor in its Related Group and to issue Letters of Credit in its capacity as an L/C Issuer not to exceed in the aggregate the amount set forth in an Assignment and Assumption Agreement between such assignee and its assign.

“Commitment Termination Date” means January 15, 2016, or such later date to which the Commitment Termination Date may be extended by Transferor, the Agent and the Bank Investors.

“Concentration Account” means a special depository account in the name of the Transferor maintained at a bank acceptable to each Administrative Agent for the purpose of receiving Collections remitted from the Special Accounts and the Intermediate Concentration Account.

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“Concentration Account Agreement” means an agreement substantially in the form attached as Exhibit D-2 hereto among the Transferor, the Concentration Account Bank and the Agent.

“Concentration Account Bank” means the bank holding the Concentration Account.

“Concentration Account Notice” means a notice, in substantially the form of the Notice of Effectiveness attached to the Concentration Account Agreement, from the Agent to the Concentration Account Bank.

“Concentration Factor” means for any Designated Obligor (or, in the case of clause (c) below, all Self-Pay Obligors in the aggregate) on any date of determination (calculated prior to the payment of any Transfer Price to be made on such date but as if such payment had been made):

(a)           in the case of any Commercial Obligor or Hospital Obligor that does not have a Special Concentration Limit (as defined below), 2.50% of the Eligible Receivable Balance outstanding on such date; provided that, subject to clause (c) below, the Concentration Factor for each of Aetna, Inc., Cigna Corp., Wellpoint Inc. and United Healthcare Insurance Company, and any successor thereto, shall be (i) for so long as such Obligor is rated at least A- by Standard & Poor’s and at least A3 by Moody’s and, if rated by Fitch, at least A- by Fitch, 10.00% of the Eligible Receivable Balance outstanding on such date and (ii) for so long as clause (i) does not apply but such Obligor is rated at least BBB- by Standard & Poor’s and at least Baa3 by Moody’s and, if rated by Fitch, at least BBB- by Fitch, 6.67% of the Eligible Receivable Balance outstanding on such date;

(b)           in the case of any US Government Obligor that does not have a Special Concentration Limit, 80.00% of the Eligible Receivable Balance on such date; or

(c)           in the case of all Self-Pay Obligors in the aggregate, 5.00% of the Eligible Receivable Balance; or

(d)           in the case of any Obligor (including any Obligor described in clauses (a), (b) or (c)), such higher amount determined by the Agent (with the consent of each Administrative Agent) or such lower amount determined by any Administrative Agent in the reasonable exercise of its good faith judgment and disclosed in a written notice delivered to the Transferor and the other Administrative Agents (any such higher or lower amount being a “Special Concentration Limit”).

“Conduit Cessation” means, with respect to a Conduit Investor, the cessation, suspension or winding down of such Conduit Investor’s business for any reason other than as a consequence of (i) a general market disruption in the U.S. commercial paper market that has rendered such Conduit Investor unable to place its Commercial Paper in such market or that has caused such Conduit Investor or its administrative agent to reasonably conclude that it would be commercially impractical for such Conduit Investor to place its Commercial Paper in such market, or (ii) the introduction after the Closing Date of any law, rule or regulation, or the issuance after the Closing Date of any order or directive of any governmental authority, having

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the effect of requiring such Conduit Investor to cease, suspend or wind down its business generally or its issuance of Commercial Paper.

“Conduit Investor” means Atlantic Securitization, Liberty Street, Salisbury, Thunder Bay, Market Street or Victory Receivables.

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

“Consolidated Leverage Ratio” shall have the meaning specified in FME KGaA Credit Facility as in effect on the Closing Date.

“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 delivered to the Administrative Agents by the Collection Agent on the date hereof or otherwise approved by each Administrative Agent, and (ii) if an open account agreement, is evidenced by one of the forms of invoices delivered to the Administrative Agents by the Collection Agent on the date hereof or otherwise approved by each Administrative Agent.

“Contractual Adjustment” means, with respect to any Receivable, an amount by which the outstanding principal amount of such Receivable is reduced as a result of (i) Medicare or Medicaid program funding and fee requirements or (ii) any other reasonable and customary insurance company or other charge or reimbursement policies or procedures.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“CP Rate” means, for any CP Tranche Period for any Conduit Investor, the per annum rate equivalent to the weighted average cost (as determined by the related Administrative Agent, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such Conduit Investor or its Related CP Issuer, other borrowings by such Conduit Investor or its Related CP Issuer and any other costs associated with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that are allocated, in whole or in part, by such Conduit Investor or its Related CP Issuer or its related Administrative Agent to fund or maintain the related Tranche during such CP Tranche Period (and which may also be allocated in part to the funding of other assets of the Conduit Investor); provided, however, that if any component of any such rate is a discount rate, in calculating the “CP Rate” for such Tranche for such CP Tranche Period, the

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related Administrative Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“CP Tranche” means a Tranche as to which Discount is calculated at a CP Rate.

“CP Tranche Period” means, with respect to a CP Tranche for any Conduit Investor, (i) initially, the period commencing on (and including) the date such CP Tranche is established and ending on (and including) the next succeeding CP Tranche Period End Date, and (ii) thereafter, each successive period commencing on (but excluding) a CP Tranche Period End Date and ending on (and including) the next succeeding CP Tranche Period End Date; provided that, from and after the Termination Date, each CP Tranche Period shall be such period as may be selected pursuant to Section 2.3(b).

“CP Tranche Period End Date” means the last day of each calendar month.

“Credit Agricole” means Credit Agricole Corporate and Investment Bank, New York, together with its successors and permitted assigns.

“Credit and Collection Policy” shall mean the Transferor’s credit and collection policy or policies and practices, relating to Contracts and Receivables existing on the date hereof and referred to in the written summary of such policies and practices furnished by the Collection Agent to the Administrative Agents on the date hereof, as modified from time to time in compliance with Section 5.2(c).

“Credit Support Agreement” means, with respect to any Conduit Investor, an agreement between such Conduit Investor or its Related CP Issuer and a Credit Support Provider evidencing the obligation of such Credit Support Provider to provide credit support to such Conduit Investor or its Related CP Issuer in connection with the issuance by such Conduit Investor or its Related CP Issuer of Commercial Paper.

“Credit Support Provider” means, with respect to any Conduit Investor, the Person or Persons who provides credit support to such Conduit Investor or its Related CP Issuer in connection with the issuance by such Conduit Investor or its Related CP Issuer of Commercial Paper.

“Deemed Collections” means any Collections on any Receivable deemed to have been received pursuant to Section 2.9(a) or (b) hereof.

“Default Ratio” means the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (i) the sum (without duplication) of (a) the aggregate Outstanding Balance of all Receivables that became Defaulted Receivables during such month plus (b) the aggregate Outstanding Balance of all Receivables that became Disputed Receivables during such month, plus (c) the gross write-offs on Receivables (other than any Government Program Receivable) that were less than 270 days past due by (ii) the aggregate Outstanding Balance of Receivables that shall have been acquired by the Seller during the month occurring nine (9) months prior to such calendar month.

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“Defaulted Receivable” means:  (i) a Receivable as to which any payment, or part thereof, remains unpaid for over 270 days from the original due date; (ii) a Receivable as to which an Event of Bankruptcy has occurred and is continuing with respect to the Obligor thereof (unless the Transferor, the Originating Entity and the Collection Agent do not know, and could not reasonably be expected to know, of the existence of such Event of Bankruptcy); or (iii) a Receivable less than 270 days past due from the original due date which has been written off as uncollectible or should be written off as uncollectible in accordance with the Credit and Collection Policy; provided that the term “Defaulted Receivable” shall not include any Government Program Receivable.

“Delinquent Receivable”  means a Receivable: (i) as to which any payment, or part thereof, remains unpaid for more than 90 days from the original due date and (ii) which is not a Defaulted Receivable.

“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 Agent an Account Agent Agreement.

“Designated Obligor” means, at any time, each Obligor; provided, however, that any Obligor shall cease to be a Designated Obligor upon notice to the Transferor from any Administrative Agent, delivered at any time (with a copy to the other Administrative Agents).

“Diluted Government Program Receivable” has the meaning set forth in the definition of “Dilution Ratio”.

“Dilution Horizon” means the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (i) the aggregate Outstanding Balance of all Receivables acquired by the Transferor during the calendar month preceding such calendar month by (ii) the Net Receivables Balance as of such last day of such calendar month.

“Dilution Ratio” means, with respect to any calendar month, the greater of (a) the ratio (expressed as a percentage) computed as of the last day of such calendar month by dividing (i) the sum (without duplication) of (A) the aggregate amount of any reductions to or cancellations of the respective Outstanding Balances of the Receivables as a result of any defective, rejected or returned merchandise or services and all credits, rebates, discounts, disputes, warranty claims, repossessed or returned goods, chargebacks, allowances, Contractual Adjustments and any other billing and other adjustment (whether effected through the granting of credits against the applicable Receivables or by the issuance of a check or other payment in respect of (and as payment for) such reduction) by the Seller, the Transferor or the Collection Agent, provided to Obligors in respect of Receivables during such month, excluding any Pre-Arranged Contractual Adjustment reflected in the initial Outstanding Balance of the applicable Receivable and (B) the aggregate Outstanding Balance of Government Program Receivables less than 270 days past due from the original due date which have been written off as uncollectible during such month or should be written off as uncollectible in accordance with the Credit and Collection Policy during such month (with such Outstanding Balance being determined without

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giving effect to such write-off) (each such Receivable, a “Diluted Government Program Receivable”) by (ii) the aggregate Outstanding Balance of all Receivables which arose during the preceding month and (b) 2.0%.

“Dilution Reserve” means, at any time, the greater of (A) the product of (i) the Dilution Reserve Percentage and (ii) the Net Receivables Balance on such date and (B) the product of (i) 2.0% and (ii) the Net Receivables Balance on such date.

“Dilution Reserve Percentage” means, on any day, an amount equal to:

[ (2.25 x ADR ) + [( DS - ADR ) x ( DS / ADR)] ]  x DH

Where:

ADR=              the average Dilution Ratio in respect of the 12 calendar month period then most recently ended.

DS=              the highest Dilution Ratio at any time during the 12 calendar month period then most recently ended.

DH=              the Dilution Horizon on such date.

“Discount” means, with respect to any Tranche Period:

(TR x TNI x	AD	)
	360

Where:

TR=the Tranche Rate applicable to such Tranche

Period.

TNI=the portion of the Net Investment allocated to

such Tranche Period.

AD=the actual number of days during such Tranche

Period.

provided, however, that no provision of this Agreement shall require the payment or permit the collection of Discount in excess of the maximum amount permitted by applicable law; and provided, further, that Discount shall not be considered paid by any distribution if at any time such distribution is rescinded or must be returned for any reason.

“Discount Reserve” means, at any time, an amount equal to:

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TD + LY

Where:

TD=the sum of the unpaid Discount for all Tranche

Periods to which any portion of the Net Investment is allocated and all accrued and unpaid RO Interest.

LY=the Liquidation Yield.

“Disputed Receivable” means, any Receivable under the Medicare, Medicaid or CHAMPUS/VA program as to which any payment, or part thereof, remains unpaid for 270 days or more from the original due date.

“Drawing Date” has the meaning specified in Section 2.19.

“Early Collection Fee” means, for any Tranche Period (such Tranche Period to be determined without regard to the last sentence in Section 2.3(a) hereof) during which the portion of the Net Investment that was allocated to such Tranche Period is reduced for any reason whatsoever, the excess, if any, of (i) the additional Discount that would have accrued during such Tranche Period (or, in the case of a CP Tranche Period, during the period until the maturity date of the Commercial Paper allocated to fund or maintain such Net Investment) if such reductions had not occurred, minus (ii) the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions.

“Effective Date” has the meaning specified in Section 1.4.

“Eligible Investments” means any of the following (a) negotiable instruments or securities represented by instruments in bearer or registered or in book-entry form which evidence (i) obligations fully guaranteed by the United States of America; (ii) time deposits in, or bankers acceptances issued by, any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by Federal or state banking or depository institution authorities; provided, however, that at the time of investment or contractual commitment to invest therein, the certificates of deposit or short-term deposits, if any, or long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s and S&P of at least “P-1” and “A-1”, respectively, in the case of the certificates of deposit or short-term deposits, or a rating not lower than one of the two highest investment categories granted by Moody’s and by S&P; (iii) certificates of deposit having, at the time of investment or contractual commitment to invest therein, a rating from Moody’s and S&P of at least “P-1” and A-1”, respectively; or (iv) investments in money market funds rated in the highest investment category or otherwise approved in writing by the applicable rating agencies; (b) demand deposits in any depository institution or trust company referred to in (a) (ii) above; (c) commercial paper (having original or remaining maturities of no more than 30 days) having, at the time of investment or contractual commitment to invest therein, a credit rating from Moody’s and S& P of at least “P-1” and “A-1”, respectively; and (e) repurchase agreements involving any of the Eligible Investments described in clauses (a)(i), (a)(iii) and (d) hereof so

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long as the other party to the repurchase agreement has at the time of investment therein, a rating from Moody’s and S&P of at least “P-1” and “A-1”, respectively.

“Eligible Receivable” means, at any time, any Receivable:

(i)            which has been (A) originated by the Seller or a Transferring Affiliate, (B) sold by the applicable Transferring Affiliate to the Seller pursuant to (and in accordance with) the Transferring Affiliate Letter, free and clear of any Adverse Claim, in the case of a Receivable originated by a Transferring Affiliate, and (C) sold to the Transferor pursuant to (and in accordance with) the Receivables Purchase Agreement, with the effect that the Transferor has good title thereto, free and clear of all Adverse Claims;

(ii)           which (together with the Collections and Related Security related thereto) has been the subject of either a valid transfer and assignment from the Transferor to the Agent, on behalf of the Investors, of all of the Transferor’s right, title and interest therein or the grant of a first priority perfected security interest herein (and in the Collections and Related Security related thereto), effective until the termination of this Agreement;

(iii)          the Obligor of which (A) is a United States resident, (B) is a Designated Obligor at the time of the initial creation of an interest therein hereunder, (C) is not an Affiliate of any Originating Entity or any of the parties hereto, and (D) other than in the case of any Obligor of the type described in clause (A), (B) or (F) of the definition herein of “Obligor”, is not a government or a governmental subdivision or agency;

(iv)          which is not (a) a Defaulted Receivable, (b) a Disputed Receivable, (c) in the case of a Medicare Receivable, more than 90 days past due or (d) in the case of any other Receivable, more than 180 days past due;

(v)           which is not a Delinquent Receivable at the time of the initial creation of an interest of the Agent or any Investor therein;

(vi)          which, (A) arises pursuant to a Contract with respect to which each of the Seller and the Transferor has performed all material obligations required to be performed by it thereunder, including without limitation shipment of the merchandise and/or the performance of the services purchased thereunder; (B) has been billed in accordance with the Credit and Collection Policy and in accordance with such requirements (including any requirements that relate to the timing of billing) as may have been imposed by the applicable Obligor thereon (including, without limitation, any Official Body associated with any of the CHAMPUS/VA, Medicaid or Medicare programs); and (C) according to the Contract related thereto, is required to be paid in full upon receipt by the Obligor thereof of the invoice related thereto or at a later time not to exceed 90 days from the original billing date therefor;

(vii)         which is an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act of 1940, as amended;

(viii)        a purchase of which with the proceeds of Commercial Paper would constitute a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended;

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(ix)          which is an “account” within the meaning of Article 9 of the UCC of all applicable jurisdictions;

(x)           which is denominated and payable only in United States dollars in the United States;

(xi)          which, to the knowledge of the Transferor, the Seller and the applicable Transferring Affiliate, after due inquiry in accordance with customary practice, (A) arises under a Contract that has been duly authorized and that, together with the Receivable related thereto, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms, (B) is not subject to any litigation, dispute, counterclaim or other defense and (C) is not subject to any offset other than as set forth in the related Contract;

(xii)         which, together with the Contract related thereto, does not contravene in any material respect any laws, rules or regulations applicable thereto (including, without limitation, (A) laws, rules and regulations relating to healthcare, insurance, usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy and (B) CHAMPUS/VA Regulations, Medicare Regulations and Medicaid Regulations) and with respect to which no part of the Contract related thereto is or would, as a result of any of the transactions contemplated herein, be in violation of any such law, rule or regulation in any material respect and with respect to which no Originating Entity or the Transferor, and to the best knowledge of the Seller and the Transferor, no other party to the Contract related thereto, is in violation of any such law, rule or regulation in any material respect;

(xiii)        which (A) satisfies in all material respects all applicable requirements of the Credit and Collection Policy, (B) is assignable as contemplated under the Transaction Documents, and (C) complies with such other criteria and requirements as any Administrative Agent may from time to time specify to the Transferor following five Business Days’ notice;

(xiv)        which was generated in the ordinary course of an Originating Entity’s business;

(xv)         the Obligor of which has been directed to make all payments to a Special Account with respect to which there shall be a Special Account Letter (and, if applicable, an Account Agent Agreement) in effect; provided that in the case of Obligors that have been directed to make payments to a Special Account maintained by KeyBank National Association, the Receivables of such Obligors may, if they otherwise comply with the requirements of the definition of “Eligible Receivable,” constitute Eligible Receivables during the period from the Closing Date until March 4, 2013 notwithstanding that such Special Account Bank shall not have executed a Special Account Letter, but at all times thereafter shall cease to constitute Eligible Receivables unless and until a Special Account Letter in respect of such Special Account shall then be in full force and effect;

(xvi)        neither the assignment of which under the Transferring Affiliate Letter by the applicable Transferring Affiliate, the assignment of which under the Receivables Purchase

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Agreement by the Seller and the assignment of which hereunder by the Transferor nor the performance or execution of any of the other transactions contemplated in any of the Transaction Documents with respect thereto violates, conflicts or contravenes any applicable laws, rules or regulations (including without limitation, any CHAMPUS/VA Regulations, any Medicaid Regulations and any Medicare Regulations), orders or writs or any contractual or other restriction, limitation or encumbrance;

(xvii)       which has not been compromised, adjusted or modified (including by the extension of time for payment or the granting of any discounts, allowances or credits); provided, however, that only such portion of such Receivable that is the subject of such compromise, adjustment or modifications shall be deemed to be ineligible pursuant to the terms of this clause (xvii);

(xviii)      which, in the case of any Receivable payable by an Obligor through a fiscal intermediary or similar entity, is payable through one of the Persons in such capacity that is specified in the schedule of Fiscal Intermediaries (FI)/Medicare Administrative Contractors (MAC) furnished by the Collection Agent to the Administrative Agents on the date hereof , as such schedule may be modified from time to time with the prior written consent of each Administrative Agent acting reasonably and in good faith (the “FI/MAC Schedule”); and

(xix)        which is not a Receivable generated by the Spectra Renal Management Group.

“Eligible Receivable Balance” means the Total Outstanding Receivable Balance minus the aggregate Outstanding Balance of all Receivables that are not Eligible Receivables, minus the Unrealized Contractual Adjustment Reserve.

“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.

“Estimated Maturity Period” has the meaning specified in the definition of “Liquidation Yield”.

“Eurodollar Rate” means, with respect to any Eurodollar Tranche Period for the Investors in any Related Group, a rate which is equal to the sum (rounded upwards, if necessary, to the next higher 1/100 of 1%) of (A) the Applicable Margin at such time, (B) the rate obtained by dividing (i) the applicable LIBOR Rate by (ii) a percentage equal to 100% minus the reserve percentage used for determining the maximum reserve requirement as specified in Regulation D (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is applicable to the Administrative Agent for such Related Group during such Eurodollar

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Tranche Period in respect of eurocurrency or eurodollar funding, lending or liabilities (or, if more than one percentage shall be so applicable, the daily average of such percentage for those days in such Eurodollar Tranche Period during which any such percentage shall be applicable) plus (C) the then daily net annual assessment rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) as estimated by such Administrative Agent for determining the current annual assessment payable by such Administrative Agent to the Federal Deposit Insurance Corporation in respect of eurocurrency or eurodollar funding, lending or liabilities.

“Eurodollar Tranche” means a Tranche as to which Discount is calculated at the Eurodollar Rate.

“Eurodollar Tranche Period” means, with respect to a Eurodollar Tranche for the Investors in any Related Group, prior to the Termination Date, a period of up to one month requested by the Transferor and agreed to by the Administrative Agent for such Related Group, commencing on a Business Day requested by the Transferor and agreed to by such Administrative Agent; provided, that (i) in the absence of such agreement, each Eurodollar Tranche Period shall be such period as may be selected by the related Administrative Agent, (ii) if such Eurodollar Tranche Period would expire on a day which is not a Business Day, such Eurodollar Tranche Period shall expire on the next succeeding Business Day, (iii) if such Eurodollar Tranche Period would expire on (a) a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Eurodollar Tranche Period shall expire on the next preceding Business Day or (b) a Business Day for which there is no numerically corresponding day in the applicable subsequent calendar month, such Eurodollar Tranche Period shall expire on the last Business Day of such month and (iv) from and after the Termination Date, each Eurodollar Tranche Period shall be such period as may be selected by the related Administrative Agent pursuant to Section 2.3(d).

“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).

“Excluded Taxes” shall have the meaning specified in Section 8.3 hereof.

“Existing TAA” shall have the meaning specified in the Preliminary Statements hereof.

“Face Amount” means, with respect to any Commercial Paper, (i) the face amount of any such Commercial Paper issued on a discount basis and (ii) the principal amount of, plus

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the amount of all interest accrued and to accrue thereon to the stated maturity date of, any such Commercial Paper issued on an interest-bearing basis.

“Facility Fee” means, with respect to any Conduit Investor, a fee payable by the Transferor to such Conduit Investor pursuant to Section 2.7(ii) hereof, the terms of which are set forth in the Investor Fee Letter.

“Facility Limit” means $800,000,000; provided that such amount may not at any time exceed the aggregate Commitments at any time in effect.

“Facility L/C Sublimit” means $200,000,000.

“Fee Letter” means the Investor Fee Letter or the Agent Fee Letter.

“FI/MAC Schedule” has the meaning specified in the definition of “Eligible Receivable”.

“Final Collection Date” means the date as of which (i) the Net Investment shall have been reduced to zero, (ii) all Letters of Credit issued in connection with this Agreement shall have been surrendered for cancellation, expired or otherwise ceased, to the satisfaction of the Agent, to be outstanding and available for drawing, (iii) all Reimbursement Obligations shall have been repaid in full in cash, (iv) all accrued Discount, L/C Fees, RO Interest and Servicing Fees shall have been paid in full in cash and (v) all other Aggregate Unpaids shall have been paid in full in cash.

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

“Fitch” means Fitch, Inc. or its successors.

“FL Ratable Share” means, at any time with respect to any Related Group, a fraction (expressed as a percentage) equal to the Related Group Limit of such Related Group divided by the Facility Limit at such time.

“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” means the Credit Agreement dated as of October 30, 2012 among FME KGaA, FMCH, the other borrowers identified therein, the guarantors identified therein, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced and in effect at any time.

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

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“Fresenius SE” means Fresenius SE & Co. KGaA, a German partnership limited by shares.

“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.

“Government Program Receivable” means a Receivable under the Medicare, Medicaid or CHAMPUS/VA program.

“Governmental Acts” shall have the meaning specified in Section 2.23.

“Group Majority Investors” has the meaning specified in Section 9.8.

“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.

“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.

“Incremental Transfer” means either an Incremental Transfer (NI) or an Incremental Transfer (L/C).

“Incremental Transfer (NI)” means a Transfer upon giving effect to which the Net Investment hereunder shall be increased.

“Incremental Transfer (L/C)” means a Transfer upon giving effect to which the Letter of Credit Obligations hereunder shall be increased.

“Incremental Transfer (NI) Ratable Share” means, in respect of any Incremental Transfer (NI) and any Related Group,

(a)           at any time that no Letter of Credit is then outstanding, such Related Group’s FL Ratable Share; and

(b)           at any time that one or more Letters of Credit are then outstanding, such Related Group’s FL Ratable Share; provided that if the sum of the Net Investment and

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Letter of Credit Obligations of any Related Group exceeds an amount equal to such Related Group’s FL Ratable Share of the Net Investment and Letter of Credit Obligations of all Related Groups at such time after giving effect to such Incremental Transfer (NI) (such Related Group then being a “Non-Pro Rata Related Group”), the Incremental Transfer (NI) Ratable Share of each Related Group in such Incremental Transfer (NI) shall be adjusted such that each Non-Pro Rata Related Group shall not participate in such Incremental Transfer (NI) unless and until, after giving effect to any Incremental Transfer (NI), the RG Transferred Interest of such Non-Pro Rata Related Group would not exceed its FL Ratable Share.

In the interest of administrative efficiency, the Agent shall have the authority to adjust the applicable Incremental Transfer (NI) Ratable Share in any instance under clause (b) above to take account of reasonable minimum funding amounts and rounding.  Any determination by the Agent of Incremental Transfer (NI) Ratable Shares shall be conclusive and binding, absent manifest error.

“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.

“Independent Director” shall mean a director of the Transferor who (a) is not and has not, during the past five years, been a stockholder (whether direct, indirect or beneficial), customer, advisor or supplier of the Seller or any of its Affiliates (provided that indirect stock ownership of the Seller or of any Affiliate by any person through a mutual fund or similar diversified investment pool shall not disqualify such person from being an Independent Director unless such person maintains direct or indirect control of the investment decisions of such mutual fund or similar diversified investment pool); (b) is not and has not, during the past five years, been a director, officer, employee, affiliate or associate of the Seller or any of its Affiliates (other than the Transferor) (the Seller and its Affiliates other than the Transferor being hereinafter referred to as the “Corporate Group”); (c) is not a person related to any person referred to in clauses (a) and (b); (d) is not and has not, during the past five years, been a trustee, conservator or receiver for any member of the Corporate Group; (e) is not and has not, during the past five years, been a Person controlling or under common control of any person referred to in clauses (a) — (d); and (f) has (i) prior experience as an independent director for a corporation whose charter documents required the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities that

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provide, in the ordinary course of their respective business, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

“Initial Transfer Documents” shall have the meaning specified in Section 5.2(h).

“Interest Component” shall mean, (i) with respect to any Commercial Paper issued on an interest-bearing basis, the interest payable on such Commercial Paper at its maturity (including any dealer commissions) and (ii) with respect to any Commercial Paper issued on a discount basis, the portion of the face amount of such Commercial Paper representing the discount incurred in respect thereof (including any dealer commissions).

“Intermediate Concentration Account” means a special depository account in the name of the Transferor maintained at a Special Account Bank for the purpose of receiving Collections remitted from the Special Account(s) maintained at such Special Account Bank and other Special Account Banks.

“Intermediate Concentration Account Agreement” means an agreement substantially in the form attached as Exhibit D-3 hereto (or in such other form as may be approved in writing by each Administrative Agent) among the Transferor, an Intermediate Concentration Bank and the Agent.

“Intermediate Concentration Account Bank” means a bank holding an Intermediate Concentration Account.

“Intermediate Concentration Account Notice” means a notice, in substantially the form of the Notice of Effectiveness attached to an Intermediate Concentration Account Agreement, from the Agent to the applicable Intermediate Concentration Account Bank.

“Investor” means a Conduit Investor or a Bank Investor.

“Investor Fee Letter” means the Eighth Amended and Restated Investor Fee Letter dated January 17, 2013 among the Transferor and the Administrative Agents relating to certain fees payable by the Transferor to the Administrative Agents, for the account of the Investors in their respective Related Groups, as amended, restated, supplemented or otherwise modified from time to time.

“Investor Report” means a report, in substantially the form attached hereto as Exhibit E or in such other form as is mutually agreed to by the Transferor and each Administrative Agent, furnished by the Collection Agent pursuant to Section 2.11 hereof.

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

“L/C Collateral Account” means Account No. 03470-19 entitled “L/C Collateral Account,” a segregated cash collateral account maintained in New York at the Agent (ABA No. 02600 2532) for the benefit of the L/C Issuers and Investors, and any other cash collateral account established by the Agent in New York in substitution therefor.

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“L/C Fees” means, in respect of any Letter of Credit, all administrative fees that shall have been negotiated between the applicable L/C Issuer and the Transferor in respect of such Letter of Credit.  Unless otherwise agreed by the Agent, accrued and unpaid L/C Fees shall be due and payable on the last day of each calendar month or, if in any case such day is not a Business Day, the next following day that is a Business Day; provided that L/C Fees constituting upfront or issuance fees may be paid on the date of issuance of the related Letter of Credit.

“L/C Issuance Notice” has the meaning specified in Section 2.18.

“L/C Issuer” means a Bank Investor in its capacity as an issuer of a Letter of Credit.  In the case of the Related Group in respect of which RBC is Administrative Agent, RBC as L/C Issuer shall be a fronting bank for Thunder Bay and in the case of any drawing made under a Letter of Credit issued by RBC, the “L/C Issuer” that holds the resulting Reimbursement Obligation shall be Thunder Bay.

“L/C Modification” has the meaning specified in Section 2.18(f).

“L/C Modification Notice” has the meaning specified in Section 2.18(f).

“Letter of Credit” means a standby letter of credit issued by an L/C Issuer in U.S. Dollars for the account of the Transferor under and pursuant to this Agreement.

“Letter of Credit Application” means, in respect of any Letter of Credit, such application and documentation as the applicable L/C Issuer may require in connection with the issuance of such Letter of Credit.

“Letter of Credit Obligations” means, at any time, the sum, without duplication, of (a) the aggregate undrawn amount of outstanding Letters of Credit at such time plus (b) the aggregate unpaid amount at such time of all Reimbursement Obligations.  If (i) any Letter of Credit is subject to International Standby Practices (ISP98) and (ii) by reason of the circumstances described in Rule 3.14(a) of ISP98, the last day for presentation is automatically extended, the undrawn amount of such Letter of Credit shall continue to constitute “Letter of Credit Obligations” hereunder at all times during the period from its original expiry date to the last day of such extension.

“Liberty Street” means Liberty Street Funding LLC, a Delaware limited liability company, together with its successors and permitted assigns.

“LIBOR Rate” means, with respect to any Eurodollar Tranche Period for the Investors in any Related Group, the rate at which deposits in dollars are offered to the Administrative Agent for such Related Group, in the London interbank market at approximately 11:00 a.m. (London time) two Business Days before the first day of such Eurodollar Tranche Period in an amount approximately equal to the Eurodollar Tranche to which the Eurodollar Rate is to apply and for a period of time approximately equal to the applicable Eurodollar Tranche Period.

“Liquidation Yield” means, at any time, an amount equal to:

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(RVF x LBR x NI) x (EMP/360)

Where:

RVF=the Rate Variance Factor at such time;

LBR=2.50% plus the Base Rate at such time which is applicable to the liquidation period after a Termination Event;

NI=the sum of the Net Investment at such time and the aggregate Letter of Credit Obligations then outstanding; and

EMP=the sum of (1) the quotient of (i) the Total Outstanding Receivables Balance as of the last day of the most recently ended calendar month (excluding Receivables generated by the Spectra Renal Management Group) divided by (ii) the quotient of (A) the aggregate initial Outstanding Balance of Receivables (excluding Receivables generated by the Spectra Renal Management Group) that arose during the ninety (90) day period ending on such last day, divided by (B) ninety (90) plus (2) the Collection Delay Factor (such sum, the “Estimated Maturity Period”).

“Liquidity Provider” means, with respect to any Conduit Investor, the Person or Persons who will provide liquidity support to such Conduit Investor or its Related CP Issuer in connection with the issuance by such Conduit Investor of Commercial Paper.

“Liquidity Provider Agreement” means an agreement between a Conduit Investor or its Related CP Issuer and one or more Liquidity Providers evidencing the obligation of each such Liquidity Provider to provide liquidity support to such Conduit Investor or its Related CP Issuer in connection with the issuance by such Conduit Investor or its Related CP Issuer of Commercial Paper.

“Loss Horizon” means, as of any date, the product of (a) a ratio (expressed as a percentage) computed by dividing (i) the sum of (A) the aggregate Outstanding Balance of all non-Medicare Receivables acquired by the Transferor during the six (6) most recently ended calendar months plus (B) the aggregate Outstanding Balance of all Medicare Receivables acquired by the Transferor during the three (3) most recently ended calendar months, by (ii) the Net Receivable Balance as of the last day of the most recently ended calendar month and (b) the highest average Default Ratio for any consecutive three (3) month period during the immediately preceding 12-month period.

“Loss Percentage” means on any day the greater of (i) 2.25 times the Loss Horizon as of such day and (ii) 20.00%.

“Loss Reserve” means, on any day, an amount equal to:

LP x NRB

Where:

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LP=the Loss Percentage at the close of business of the Collection Agent on  such day; and

NRB=the Net Receivables Balance at the close of business of the Collection Agent on such day;

“Loss-to-Liquidation Ratio” means the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (i) the aggregate Outstanding Balance of all Receivables that were actually written off during such month, excluding the Outstanding Balance of any Receivables to the extent comprising part of the North Carolina Disputed Medicaid Amount arising during such month, by (ii) the aggregate amount of Collections received by the Collection Agent during such period.

“Majority Investors” means, at any time, those Investors which hold Commitments aggregating in excess of 662/3% of the aggregate Commitments of all Investors as of such date.

“Market Street” means Market Street Funding LLC, a Delaware limited liability company, together with its successors and permitted assigns.

“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 Transferor or any Originating Entity to charge or collect a material portion of the Receivables or Related Security, (iii) the ability of (A) the Transferor or any 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 or the Transferor of any such provision or, if the Seller or the Transferor shall fail to do so, to perform or observe any such provision required to be performed or observed by the Seller or the Transferor under this Agreement or any other Transaction Document to which the Seller or the Transferor 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 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 or such Designated Account Agent of any such provision or, if such Transferring Affiliate 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, each on a consolidated basis, of FME KGaA, FMCH, NMC or the Transferor or (vi) the interests of the Agent, any Administrative Agent or any of the Investors under the Transaction Documents.

“Maximum Aggregate Face Amount” means, at any time in respect of the Letters of Credit then outstanding, the aggregate face amount of such Letters of Credit, whether drawn or undrawn and including, in the case of any Letter of Credit the face amount of which shall, by the express terms of such Letter of Credit, increase by a specified amount on any future date during the term of such Letter of Credit, the aggregate amount of any such prospective increases in face amount.

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“Maximum Percentage Factor” means 100.00%.

“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, CMS, 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 Receivable” means any Receivable that is subject to the Medicare Regulations.

“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, CMS, 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.

“Minimum Amount” shall have the meaning specified in Section 5.1(h).

“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 Transferor, the Seller or any ERISA Affiliate of the Transferor or the Seller on behalf of its employees.

“Net Investment” means the sum of the cash amounts paid to the Transferor for each Incremental Transfer (NI) less the aggregate amount of Collections received and applied to reduce such Net Investment pursuant to Section 2.5, 2.6 or 2.9 hereof; provided that the Net Investment shall be restored and reinstated in the amount of any Collections so received and applied if at any time the distribution of such Collections is rescinded or must otherwise be returned for any reason.  A portion of the Net Investment shall be deemed to be held by an

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Investor to the extent such portion of the Net Investment shall have been funded by, or assigned to, such Investor.

“Net Receivables Balance” means, at any time, the Eligible Receivables Balance minus the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Designated Obligor or class of Designated Obligors exceeds the Concentration Factor for such Designated Obligor or class of Designated Obligors.

“NMC” means National Medical Care, Inc., a Delaware corporation and owner of 100.00% of the outstanding stock of the Transferor.

“North Carolina Disputed Medicaid Amount” means the amount written off during any month after October 2012 in connection with disputes arising in 2002 relating to the failure on the part of the claims processor (EDS) to correctly process certain Medicaid claims with North Carolina Medicaid, which amount shall not exceed an aggregate amount for all months of $24,000,000.

“Notice of Incremental Transfer (NI)” shall have the meaning specified in Section 2.2 and shall include a Notice of Incremental Transfer (NI) deemed to have been issued pursuant to Section 2.19.

“Notice of Reimbursement Obligation” shall have the meaning specified in Section 2.19.

“NPRBI” shall have the meaning specified in Section 2.13.

“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), (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 of services or merchandise;

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

(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 (each such Person, a “Self-Pay Obligor”).

“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, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles 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.

“Other Transferor” means, with respect to any Conduit Investor, any Person other than the Transferor that has entered into a receivables purchase agreement or transfer and administration agreement with such Conduit Investor.

“Outstanding Balance” means with respect to any Receivable the outstanding principal amount thereof (excluding any accrued and outstanding Finance Charges related thereto) minus the amount of the Pre-Arranged Contractual Adjustments that have not yet been applied to reduce such outstanding principal amount.  It is understood and agreed that, for purposes of calculating the Eligible Receivable Balance, a Receivable that has been written-off will have an Outstanding Balance of zero.

“Parent Agreement” means the Second Amended and Restated Parent Agreement, dated as of the Closing Date, made by FME KGaA and FMCH in respect of the obligations of the Originating Entities and NMC under the Transaction Documents, as the same may be amended, restated, supplemented or otherwise modified from time to time with the consent of each Administrative Agent.

“Parent Group” means, collectively, FME KGaA, FMCH, NMC, the Transferor, the Originating Entities and their Subsidiaries and Affiliates, and “Parent Group Member” means any such Person individually.

“Payor” shall, solely for purposes of Section 8.3, have the meaning specified in such section.

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“Percentage Factor” shall mean the fraction (expressed as a percentage) computed at any time of determination as follows:

NI + LCO + LR + DLR + DR + SFR
NRB

Where:

NI=the Net Investment at the time of such computation;

LCO=the Maximum Aggregate Face Amount of all Letters of Credit outstanding at the time of such computation, plus any Reimbursement Obligations then outstanding in respect of any Letter of Credit that shall have ceased to be in effect, minus any amount then held in an L/C Collateral Account;

LR=the Loss Reserve at the time of such computation;

DLR=the Dilution Reserve at the time of such computation;

DR=the Discount Reserve at the time of such computation;

SFR=the Servicing Fee Reserve at the time of such computation; and

NRB=the Net Receivables Balance at the time of such computation.

“Perfection Representations” means the representations, warranties and covenants set forth in Schedule III attached hereto.

“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.

“PNC” means PNC Bank, National Association, together with its successors and assigns.

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

“Pre-Arranged Contractual Adjustment” means, with respect to any Receivable, a Contractual Adjustment that was agreed upon by the applicable Originating Entity and the applicable Obligor on or prior to the date such Receivable arose.

“Primary Payor” means (i) each Obligor referred to in clauses (A), (B), (E), (F) and (G) of the definition of “Obligor” contained in this Section 1.1, (ii) collectively, all Obligors

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of the type referred to in clause (C) of the definition of “Obligor” contained in this Section 1.1 and (iii) collectively, all Obligors of the type referred to in clause (D) of the definition of “Obligor” contained in this Section 1.1.

“Pro Rata Share” means, for a Bank Investor in any Related Group, the Commitment of such Bank Investor divided by the sum of the Commitments of all Bank Investors in such Related Group.

“Proceeds” means “proceeds” as defined in Article 9 of the UCC as in effect on the date hereof.

“Program Fee” means, with respect to any Conduit Investor, the fee payable by the Transferor to such Conduit Investor pursuant to Section 2.7(i) hereof, the terms of which are set forth in the Investor Fee Letter.

“Purchased Interest” means the interest in the Receivables acquired by a Liquidity Provider from a Conduit Investor through purchase pursuant to the terms of a Liquidity Provider Agreement.

“Purchase Termination Date” means the date upon which the Transferor shall cease, for any reason whatsoever, to make purchases of Receivables from the Seller under the Receivables Purchase Agreement or the Receivables Purchase Agreement shall terminate for any reason whatsoever.

“Rate Variance Factor” means 2.25 or such other number, computed from time to time in good faith by the Agent (with the written consent of each Administrative Agent), that reflects the largest potential variance (from minimum to maximum) in selected interest rates over a period of time selected by the Agent from time to time, set forth in written notice by the Agent to each Administrative Agent, the Transferor and the Collection Agent.

“Rating Agency” means, at any time, Moody’s, S&P, Fitch or any other rating agency chosen by a Conduit Investor or its Related CP Issuer to rate its commercial paper notes at such time.

“RBC” means Royal Bank of Canada, together with its successors and 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 (including, without limitation, medicines) 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.  For the avoidance of doubt, the term “Receivable” shall include all amounts payable by any Obligor in connection with any such sale or rendering of services, regardless of when an invoice is issued therefor and regardless of any write-off with respect to such Receivable or any other change or adjustment to the accounting or invoicing with respect to such sale or rendering of services.  Accordingly, the cancellation of an invoice for a Receivable and the issuance of a new invoice under a new invoice number, a new invoice date and/or a new Obligor name (or any other accounting or invoicing change) shall not result in the creation of a new Receivable or change

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the original due date of the Receivable.  Similarly, if a portion of a Receivable owing by an Obligor is written-off but is subsequently re-billed to Medicare or another Obligor, the amount owing by Medicare or such other Obligor is part of the original Receivable and is not a new Receivable and the original due date of the Receivable will likewise remain unchanged.

“Receivables Purchase Agreement” means the Second Amended and Restated Receivables Purchase Agreement dated as of the Closing Date by and between NMC, as seller, and the Transferor, as purchaser, as such agreement may be amended, modified or supplemented and in effect from time to time.

“Recharacterization” shall have the meaning specified in Section 10.11.

“Recipient” shall, solely for purposes of Section 8.3,  have the meaning specified in such section.

“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.

“Reimbursement Obligation” shall have the meaning specified in Section 2.19(b).

“Reinvestment Termination Date” means, with respect to any Conduit Investor, the second Business Day after the delivery by such Conduit Investor to the Transferor of written notice that such Conduit Investor elects to commence the amortization of its interest in the Net Investment or otherwise liquidate its interest in the Transferred Interest.

“Reinvestment Transfer” means a Transfer occurring in connection with the reinvestment of Collections pursuant to Section 2.2(b) and 2.5.

“Related Commercial Paper” means, at any time, Commercial Paper then outstanding that shall have been issued by the Conduit Investors to acquire or maintain any Net Investment hereunder.

“Related CP Issuer” means, when used in relation to any Conduit Investor, any other entity that issues Commercial Paper for the purpose of funding all or part of such Conduit Investor’s interest in the Transferred Interest, as specified from time to time in a written notice by the Administrative Agent for such Conduit Investor to the Collection Agent, together with the successors and permitted assigns of such entity.

“Related Group” means any of the following groups: (i) Liberty Street, as a Conduit Investor, and Scotiabank, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns, (ii) Salisbury, as a Conduit Investor and as a Bank Investor (for all purposes other than in the capacity of an L/C Issuer), and Barclays as a Bank Investor (solely in the capacity of an L/C Issuer) and as an Administrative Agent, together with their respective successors and permitted assigns, (iii) Atlantic Securitization, as a Conduit Investor, and Credit Agricole, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns, (iv) Thunder Bay, as a Conduit

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Investor, and RBC, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns, (v) Market Street, as a Conduit Investor, and PNC, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns and (vi) Victory Receivables, as a Conduit Investor, and BTMU, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns.

“Related Group Limit” means, with respect to any Related Group, the aggregate Commitments of the Bank Investors in such Related Group.

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

(i)  all of the Seller’s, the Transferor’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 Transferor (A) under the Receivables Purchase Agreement, together with all financing statements filed by the Transferor against the Seller in connection therewith, (B) under the Transferring Affiliate Letter, together with all financing statements filed in connection therewith against the Transferring Affiliates, and (C) under the Parent Agreement; and

(vi)  all Proceeds of any of the foregoing.

“Remittance Date” means any of the following:  (i) the last day of a Tranche Period applicable to any portion of the Net Investment, (ii) the last day of a calendar month or, if in any case such day is not a Business Day, the next following day that is a Business Day, (iii) a Drawing Date or RO Refinancing Date, (iv) any other date on which any payment or remittance is contemplated to be made hereunder, or (v) following the Termination Date or the occurrence of a Termination Event or Potential Termination Event, any Business Day determined by the Agent to be a Remittance Date.

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“RG Transferred Interest” means, with respect to any Related Group at any time of determination, the pro rata share of such Related Group in the Transferred Interest, which pro rata share shall be based on the percentage that the Net Investment and Letter of Credit Obligations in respect of the Investors in such Related Group bears to the aggregate Net Investment and Letter of Credit Obligations of all Investors at such time.  From and after the occurrence of the Termination Date, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing, the RG Transferred Interest shall be calculated as of the last Business Day prior to the occurrence of the Termination Date or such Termination Event or Potential Termination Event, as applicable, and shall remain fixed at all times thereafter until, in the case of a Termination Event or Potential Termination Event, such event shall be cured or waived.

“RO Interest” has the meaning specified in Section 2.19.

“RO Refinancing Date” has the meaning specified in Section 2.19.

“Salisbury” means Salisbury Receivables Company, LLC, a Delaware limited liability company, together with its successors and permitted assigns.

“Scotiabank” means The Bank of Nova Scotia, together with its successors and permitted assigns.

“Section 8.2 Costs” has the meaning specified in Section 8.2(d) hereof.

“Self-Pay Obligor” has the meaning specified in the definition of Obligor.

“Seller” means NMC and its successors and permitted assigns.

“Servicing Fee” means the fees payable to the Collection Agent by (1) the Investors in a Related Group, with respect to a Tranche held by the Investors in such Related Group, in an amount equal to 1.00% per annum on the amount of the Net Investment allocated to such Tranche pursuant to Section 2.3 hereof and (2) each L/C Issuer, in an amount equal to 1.00% per annum on the Letter of Credit Obligations allocable to such L/C Issuer.  Such fee shall accrue from the date of the initial purchase of an interest in the Receivables to the date on which the Percentage Factor is reduced to zero.  Such fee shall be payable only from Collections pursuant to, and subject to the priority of payments set forth in, Section 2.5 hereof.  After the Termination Date, such fee shall be payable only from Collections pursuant to, and subject to the priority of payments set forth in, Section 2.6 hereof.

“Servicing Fee Reserve” means at any time an amount equal to the product of (i) 2.25, (ii) the aggregate Outstanding Balance of all Receivables at such time, (iii) the Servicing Fee percentage and (iv) the Estimated Maturity Period divided by 360.

“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 depository account maintained at a bank acceptable to each Administrative Agent for the purpose of receiving Collections, which account

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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.

“Special Account Letter” means a letter, in substantially the form of Exhibit D-1 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.

“Spectra Renal Management Group” means, collectively, Spectra East, Inc., a Delaware corporation, Spectra Laboratories, Inc., a Nevada corporation, as Transferring Affiliates, and their respective successors.

“Standard & Poor’s” or “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“Subordinated Note” shall have the meaning specified in the Receivables Purchase Agreement.

“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.

“Taxes” shall have the meaning specified in Section 8.3 hereof.

“Termination Date” means the earliest of (i) the Business Day designated by the Transferor to each Administrative Agent as the Termination Date at any time following 60 days’ written notice to each Administrative Agent, (ii) the day upon which the Termination Date is declared or automatically occurs pursuant to Section 7.2(a) hereof, (iii) the Commitment Termination Date or (iv) the Purchase Termination Date.

“Termination Event” means an event described in Section 7.1 hereof.

“Thunder Bay” means Thunder Bay Funding, LLC.

“Total Outstanding Receivable Balance” means the aggregate Outstanding Balance of the Receivables.

“Tranche” means a portion of the Net Investment allocated to a Tranche Period pursuant to Section 2.3 hereof.

“Tranche Period” means a CP Tranche Period, a BR Tranche Period or a Eurodollar Tranche Period.

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“Tranche Rate” means the CP Rate, the Base Rate or the Eurodollar Rate, subject to Section 7.2(b); provided that, with respect to any Related Group, if:  (i) a Conduit Cessation shall have occurred in respect of the Conduit Investor in such Related Group and (ii) such Conduit Investor shall have no Commercial Paper outstanding in support of its Net Investment hereunder, the Tranche Rate applicable to the Net Investment of any Investor in such Related Group shall be equal to the Eurodollar Rate in respect of the applicable Tranche Period plus the Program Fee; provided further that from and after the occurrence of the Termination Date, any Termination Event or any Potential Termination Event, the foregoing proviso shall cease to be given effect.

“Transaction Costs” has the meaning specified in Section 8.4(a) hereof.

“Transaction Documents” means, collectively, this Agreement, the Receivables Purchase Agreement, the Fee Letters, the Special Account Letters, the Concentration Account Agreement, the Account Agent Agreement(s), the Transfer Certificates, the Transferring Affiliate Letter, the Parent Agreement, the Intermediate Concentration Account Agreements, Letters of Credit, Letter of Credit Applications and all of the other instruments, documents and other agreements executed and delivered by any Originating Entity, FME KGaA, FMCH, NMC or the Transferor in connection with any of the foregoing, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Transfer” means a conveyance, transfer and assignment by the Transferor to the Agent, for the benefit of the Investors, of an undivided percentage ownership interest in Receivables hereunder together with Related Security, Collections and Proceeds with respect thereto (including, without limitation, as a result of the issuance of any Letter of Credit or as a result of any reinvestment of Collections in Transferred Interests pursuant to Sections 2.2(b) and 2.5.

“Transfer Certificate” has the meaning specified in Section 2.2(a) hereof.

“Transfer Date” means, with respect to each Transfer, the Business Day on which such Transfer is made.

“Transfer Price” means with respect to any Incremental Transfer to be made by the Agent, on behalf of the Investors participating in such Incremental Transfer, (i) in the case of an Incremental Transfer (NI), the amount paid to the Transferor by such Investors as described in the related Transfer Certificate and (ii) in the case of an Incremental Transfer (L/C), the face amount of the Letter of Credit to be issued by the applicable L/C Issuer as described in the related Transfer Certificate.

“Transferor” means NMC Funding Corporation, a Delaware corporation, and its successors and permitted assigns.

“Transferred Interest” means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Percentage Factor at such time, and only at such time (without regard to prior calculations);

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provided that, during the period from the Termination Date until the Final Collection Date, the Transferred Interest shall include the right to receive 100% of the Collections.  The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto.  To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Percentage Factor, the Agent, on behalf of the applicable Investors, shall be considered to have reconveyed to the Transferor (without recourse, representation or warranty of any type or kind) an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.  Following the later to occur of the Termination Date and the Final Collection Date, the Transferred Interest shall be reduced to zero.

“Transferring Affiliate” means a company specified on Exhibit Q hereto, as such Schedule may be amended from time to time as provided in Section 2.15; provided, however, that no such company shall be a Transferring Affiliate from and after the occurrence of any Event of Bankruptcy by or with respect thereto unless any Receivables that arose from sales by such company exist on such date, in which case such company shall continue to be a Transferring Affiliate until the respective Outstanding Balances of all such Receivables shall have been reduced to zero.

“Transferring Affiliate Letter” means the Amended and Restated Affiliate Letter dated October 16, 2008 from the Transferring Affiliates to the Seller, as the same may be amended, restated, supplemented or otherwise modified from time to time with the consent of each Administrative Agent.

“Thunder Bay” means Thunder Bay Funding, LLC a Delaware limited liability company, together with its successors and permitted assigns.

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

“Unrealized Contractual Adjustment Reserve” means the reserve maintained by the Collection Agent in accordance with its customary practices reflecting the difference between the Outstanding Balance of Receivables owing by certain commercial insurers and the Collection Agent’s estimate of what such commercial insurers will pay in respect of such Receivables.  It is understood and agreed that Pre-Arranged Contractual Adjustments will be reflected in the initial Outstanding Balance of the applicable Receivables and accordingly will not be included in the Unrealized Contractual Adjustment Reserve.  In addition, the Unrealized Contractual Adjustment Reserve will also include amounts sufficient to cover system-generated rebates, rebills and prompt pay discounts.

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

“US Government Obligor” means any Obligor that is the federal government of the United States, or any subdivision or agency thereof the obligations of which are supported by

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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” contained in this Section 1.1.

“Victory Receivables” means Victory Receivables Corporation, a Delaware corporation, together with its successors and permitted assigns.

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 TAA in its entirety.  This Agreement is not intended to constitute a novation of the Existing TAA.  Upon the effectiveness of this Agreement (the “Effective Date”), each reference to the Existing TAA in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement.

SECTION 1.5.                      Funding on Effective Date.  The parties hereto acknowledge that an adjustment to the Net Investment held by the respective Related Groups is required to be made on the Effective Date in order to ensure that the Net Investment held by the Investors in each Related Group is proportional to their respective Related Group Limits.  Accordingly, on the Effective Date, the Transferor shall request such Incremental Transfers, and make such repayments, in each case a non-pro rata basis among the Related Groups, such that by the close of business on the Effective Date the Net Investment held by the Investors in the respective Related Groups shall be proportional to their respective Related Group Limits.

ARTICLE II

PURCHASE AND SETTLEMENTS

SECTION 2.1.                      Facility.  Upon the terms and subject to the conditions herein set forth, the Transferor may from time to time prior to the Termination Date, at its option, (i) convey, transfer and assign to the Agent, on behalf of the Investors, percentage ownership interests in the Receivables, together with Related Security, Collections and Proceeds with respect thereto and (ii) request one or more L/C Issuers to issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof.  Each such Transfer is made without recourse to the Transferor; provided, however, that the Transferor shall be liable for all representations, warranties, covenants and other agreements made by the Transferor pursuant to the terms of this Agreement or any other Transaction Document.  The Transferred Interest arising in connection with the Transfers made hereunder shall be allocated among the Related Groups in accordance

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with their respective RG Transferred Interests as of any date of determination, and as among the Related Groups the RG Transferred Interests may fluctuate from time to time based on the Net Investment and Letter of Credit Obligations outstanding at such time.  Subject to the terms and conditions set forth herein, the Agent shall accept such conveyance, transfer and assignment on behalf of the Investors.  By accepting any conveyance, transfer and assignment hereunder, none of the Investors, the Administrative Agents or the Agent assumes or shall have any obligations or liability under any of the Contracts, all of which shall remain the obligations and liabilities of the Transferor and the Seller.

SECTION 2.2.                      Incremental Transfers(NI); Certificates; Eligible Receivables.  (a)  Incremental Transfers(NI).  Upon the terms and subject to the conditions herein set forth the Transferor may, at its option, request that an Incremental Transfer (NI) be made by the Agent, on behalf of each of the applicable Investors.

The Transferor shall, by written notice to the Agent substantially in the form of Exhibit A hereto (a “Notice of Incremental Transfer (NI)”) (with a copy to each Administrative Agent) given by telecopy, offer to convey, transfer and assign to the Agent, on behalf of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets relating thereto.  A Notice of Incremental Transfer (NI) shall be issued not later than 3:00 p.m. (New York time) at least one (1) Business Day prior to the proposed date of the Incremental Transfer (NI) requested therein.  Each Notice of Incremental Transfer (NI) shall specify:  (x) the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $250,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit, (y) the desired date of such Incremental Transfer (NI) and (z) the desired Tranche Period(s) and allocations of the Net Investment of such Incremental Transfer thereto as required by Section 2.3 (it being understood that any request for a Eurodollar Period shall be subject to the approval of each applicable Administrative Agent).  The Agent shall promptly advise each Administrative Agent of the allocation of the Transfer Price in respect of the requested Incremental Transfer (NI) based on the Incremental Transfer (NI) Ratable Share anticipated to be applicable as of the date of such proposed Incremental Transfer (NI).  Each Administrative Agent will promptly notify the related Conduit Investor or each of the Bank Investors in its Related Group, as the case may be, of such Administrative Agent’s receipt of any request for an Incremental Transfer (NI) to be made to the Agent on behalf of such Person.  To the extent that any such Incremental Transfer (NI) is requested of the Agent, on behalf of a Conduit Investor, such Conduit Investor shall instruct the Agent to accept or reject such offer by notice given to the Transferor and the Agent by telephone or telecopy by no later than the close of its business on the Business Day following its receipt of any such request.  Each Notice of Incremental Transfer (NI)  shall be irrevocable and binding on the Transferor and the Transferor shall indemnify each Investor against any loss or expense incurred by any Investor, either directly or indirectly (including, in the case of a Conduit Investor, through the related Liquidity Provider Agreement) as a result of any failure for any reason (including failure to satisfy any of the conditions precedent in respect thereof) by the Transferor to complete such Incremental Transfer (NI) including, without limitation, any loss (including loss of anticipated profits) or expense incurred by any Investor, either directly or indirectly (including, in the case of a Conduit Investor, pursuant to the related Liquidity Provider Agreement) by reason of the liquidation or reemployment of funds acquired by any Investor or a related Liquidity Provider (including, without limitation, funds obtained by

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issuing commercial paper or promissory notes or obtaining deposits as loans from third parties) for any Investor to fund such Incremental Transfer (NI).

The Transferor has previously delivered to the Agent the Transfer Certificate in the form of Exhibit F hereto (the “Transfer Certificate”).  On the date of each Incremental Transfer (NI), each Administrative Agent shall send written confirmation to the Transferor and to the Agent of the Transfer Price, the Tranche Period(s), the Transfer Date and the Tranche Rate(s) applicable to the portion of such Incremental Transfer (NI) made by such Administrative Agent’s Related Group.  The Agent shall indicate the amount of the Incremental Transfer (NI) together with the date thereof as well as any decrease in the Net Investment on the grid attached to the Transfer Certificate.  The Transfer Certificate shall evidence the Incremental Transfers(NI).

By no later than 3:00 p.m. (New York time) on any Transfer Date, each Investor participating in the relevant Transfer shall remit its Incremental Transfer (NI) Ratable Share of the aggregate Transfer Price for such Transfer either (i) to the account of the related Administrative Agent specified therefor from time to time by such Administrative Agent by notice to such Investor or (ii) if so directed by such Administrative Agent, directly to the Transferor.  The obligation of each Investor to remit its Incremental Transfer (NI) Ratable Share of any such Transfer Price shall be several from that of each other Investor, and the failure of any Investor to so make such amount available to its related Administrative Agent or the Transferor, as applicable, shall not relieve any other Investor of its obligation hereunder.  If the portion of the Transfer Price payable by the Investors in a Related Group is remitted to the related Administrative Agent, then, following each Incremental Transfer (NI) and such Administrative Agent’s receipt of funds from the Investors in its Related Group participating in such Transfer as aforesaid, such Administrative Agent shall remit such portion of the Transfer Price to the Transferor’s account at the location indicated in Section 10.3 hereof, in immediately available funds.  Unless an Administrative Agent shall have received notice from any Bank Investor in its Related Group participating in an Incremental Transfer (NI) that such Bank Investor will not make its share of any Transfer Price relating to such Incremental Transfer (NI) available on the applicable Transfer Date therefor, such Administrative Agent may (but shall have no obligation to) make such Bank Investor’s share of any such Transfer Price available to the Transferor in anticipation of the receipt by such Administrative Agent of such amount from such Bank Investor.  To the extent such Bank Investor fails to remit any such amount to its Administrative Agent after any such advance by such Administrative Agent on such Transfer Date, such Bank Investor, on the one hand, and the Transferor, on the other hand, shall be required to pay such amount, together with interest thereon at a per annum rate equal to the Federal funds rate (as determined in accordance with clause (ii) of the definition of “Base Rate”), in the case of such Bank Investor, or the otherwise applicable Tranche Rate, in the case of the Transferor, to such Administrative Agent upon its demand therefor; provided that such Administrative Agent shall not be permitted to recover more than once for such amount or interest thereon.  Until such amount shall be repaid, such amount shall be deemed to be Net Investment paid by the applicable Administrative Agent and such Administrative Agent shall be deemed to be the owner of a Transferred Interest hereunder.  Upon the payment of such amount to such Administrative Agent (x) by the Transferor, the amount of the aggregate Net Investment shall be reduced by such amount or (y) by such Bank Investor, such payment shall constitute such Bank Investor’s payment of its share of the applicable Transfer Price for such Transfer.

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(b)           Reinvestment Transfers.  On each Business Day occurring after the initial Incremental Transfer hereunder and prior to the Termination Date, the Transferor hereby agrees to convey, transfer and assign to the Agent, on behalf of the Investors, and in consideration of Transferor’s agreement to maintain at all times prior to the Termination Date a Net Receivables Balance in an amount at least sufficient to maintain the Percentage Factor at an amount not greater than the Maximum Percentage Factor, the Agent may, on behalf of each Conduit Investor (unless such Conduit Investor has otherwise directed the Agent) and shall, on behalf of each of the Bank Investors, agree to purchase from the Transferor undivided percentage ownership interests in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, to the extent that Collections are available for such Transfer in accordance with Section 2.5 hereof, such that after giving effect to such Transfer, (i) the amount of the Net Investment at the close of business on such Business Day shall be equal to the amount of the Net Investment at the close of the business on the Business Day immediately preceding such Business Day plus the Transfer Price of any Incremental Transfer (NI) made on such day, if any, and (ii) the Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto.

(c)           All Transfers.  Each Transfer shall constitute a purchase by the Agent, on behalf of the Investors, of undivided percentage ownership interests in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, then existing, as well as in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, which arises at any time after the date of such Transfer.  The Agent’s aggregate undivided percentage ownership interest in the Receivables, together with the Related Security, Collections and Proceeds with respect thereto, held on behalf of the Investors, shall equal the Percentage Factor in effect from time to time.  The Agent shall hold the Transferred Interests on behalf of the Related Groups in accordance with each such Related Group’s RG Transferred Interest at such time.

(d)           [Reserved].

(e)           Percentage Factor; Transferred Interest.  The Percentage Factor shall be computed by the Collection Agent as of the opening of business of the Collection Agent on the effective date of this Agreement.  Thereafter until the Termination Date, the Collection Agent shall recompute the Percentage Factor at the time of each Incremental Transfer and as of the close of business of the Collection Agent on each Business Day (other than a day after the Termination Date) and report such recomputation to the Agent monthly, in the Investor Report, and at such other times as may be requested by any Administrative Agent.  The Percentage Factor shall remain constant from the time as of which any such computation or recomputation is made until the time as of which the next such recomputation, if any, shall be made, notwithstanding any additional Receivables arising, or any Incremental Transfer or any Reinvestment Transfer made, during any period between computations of the Percentage Factor.  For the avoidance of doubt, the “Transferred Interest” after the Termination Date may be different from the Percentage Factor.  As set forth in the definition of “Transferred Interest”, the Transferred Interest shall remain constant at 100% at all times on and after the Termination Date until the Final Collection Date, at which time the Transferred Interest shall be reduced to zero.

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SECTION 2.3.                      Selection of Tranche Periods and Tranche Rates.

(a)           Prior to the Termination Date; Transferred Interest held on behalf of a Conduit Investor.  At all times hereafter, but prior to the Termination Date with respect to any portion of the Net Investment held on behalf of a Conduit Investor that is funded through the issuance of Commercial Paper, such portion of the Net Investment shall be allocated to a CP Tranche Period as set forth in the definition of such term.  Each Conduit Investor confirms that it is its intention to allocate all or substantially all of the Net Investment held on behalf of it to CP Tranche Periods, provided that such Conduit Investor or its Related CP Issuer may determine, from time to time, in its sole discretion, that funding such Net Investment through the issuance of Commercial Paper is not possible or is not desirable for any reason.  If, prior to the Termination Date, any portion of the Net Investment held on behalf of a Conduit Investor is not funded through the issuance of Commercial Paper, then such portion of the Net Investment shall be allocated to a BR Tranche or a Eurodollar Tranche in accordance with Section 2.3(c) in the same manner as if such portion of the Net Investment was held by or on behalf of the Bank Investors, subject to the terms of the definition of “Tranche Rate”.  In the case of any Tranche Period outstanding upon the Termination Date, such Tranche Period shall end on such date unless otherwise directed by the applicable Administrative Agent.

(b)           After the Termination Date; Transferred Interest Held on behalf of a Conduit Investor.  At all times on and after the Termination Date, with respect to any portion of the Transferred Interest which shall be held by the Agent on behalf of a Conduit Investor, such Conduit Investor or its Administrative Agent, as applicable, shall select all Tranche Periods and Tranche Rates applicable thereto.

(c)           Prior to the Termination Date; Transferred Interest Held on Behalf of Bank Investor.  At all times with respect to any portion of the Transferred Interest held by the Agent on behalf of the Bank Investors in any Related Group, but prior to the Termination Date, the initial Tranche Period applicable to such portion of the Net Investment allocable thereto shall be a period of not greater than 7 days and such Tranche shall be a BR Tranche, unless the Transferor has requested and the applicable Administrative Agent has approved a different Tranche Period and Tranche Rate.  Thereafter, with respect to such portion, and with respect to any other portion of the Transferred Interest held on behalf of the Bank Investors (or any of them) in any Related Group, provided that the Termination Date shall not have occurred, the Tranche Period applicable thereto shall be a Eurodollar Period and the applicable Tranche shall be a Eurodollar Tranche, unless the Transferor has requested and the applicable Administrative Agent has approved a different Tranche Period and Tranche Rate.  The Transferor shall give the Administrative Agent for each Related Group irrevocable notice by telephone of the new requested Tranche Period applicable to the Bank Investors in such Related Group at least three (3) Business Days prior to the expiration of any then existing Tranche Period applicable to such Related Group and, if the Transferor shall fail to provide such notice (or, if the requested Tranche Period is less than 7 days or is a Eurodollar Period, the Administrative Agent does not consent to such request), the applicable Administrative Agent on behalf of the Bank Investors in such Related Group may, in its sole discretion, select the new Tranche Period in respect of the applicable Tranche.  In the case of any Tranche Period outstanding upon the occurrence of the Termination Date, such Tranche Period shall end on the date of such occurrence.

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(d)           After the Termination Date; Transferred Interest Held on behalf of Bank Investor.  At all times on and after the Termination Date, with respect to any portion of the Transferred Interest held by the Agent on behalf of the Bank Investors in any Related Group, the Administrative Agent for such Related Group shall select all Tranche Periods and Tranche Rates applicable thereto.

(e)           Eurodollar Rate Protection; Illegality.  (i)  If the Administrative Agent for any Related Group is unable to obtain on a timely basis the information necessary to determine the LIBOR Rate for any proposed Eurodollar Tranche, then

(A)          such Administrative Agent shall forthwith notify the Investors in such Related Group, as applicable, and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, and

(B)          while such circumstances exist, neither such Administrative Agent nor any of the Investors in such Related Group shall allocate the Net Investment of any additional Transferred Interests purchased during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche.

(ii)           If, with respect to any outstanding Eurodollar Tranche, any Investor on behalf of which the Agent holds any Transferred Interest therein notifies its Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Transferred Interest or that the Eurodollar Rate applicable to such Transferred Interest will not adequately reflect the cost to such Investor of funding or maintaining its respective Transferred Interest for such Tranche Period then such Administrative Agent shall forthwith so notify the Transferor, whereupon neither such Administrative Agent nor the Investors in the Related Group shall, while such circumstances exist, allocate any Net Investment of any additional Transferred Interest purchased during such period or reallocate the Net Investment allocated to any Tranche Period ending during such period, to a Eurodollar Tranche and instead such Transferred Interest shall be purchased as, or such Net Investment shall be allocated to, a BR Tranche (notwithstanding any election made by the Transferor pursuant to Section 2.3(c) or otherwise).

(iii)          Notwithstanding any other provision of this Agreement, if any Investor shall notify its Administrative Agent that such Investor has determined (or has been notified by any Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for such Investor or such Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of Transferred Interests at the Eurodollar Rate, then (x) as of the effective date of such notice from such Investor to its Administrative Agent, the obligation or ability of the such Investor to fund its purchase or maintenance of Transferred Interests at the Eurodollar Rate shall be suspended until such Investor notifies its Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Investor owns an interest shall either (1) if such Investor may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which

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the Net Investment allocated thereto accrues Discount at a Tranche Rate other than the Eurodollar Rate or (2) if such Investor shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period, such Investor’s share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

(f)            Separate Tranches for Related Groups.  In no event shall portions of the Net Investment held by Investors from different Related Groups be allocated to the same Tranche.

(g)           Applicable Margin.  If, as a result of any restatement of or other adjustment to the financial statements of any applicable Person or for any other reason, it shall be determined that (i) the Consolidated Leverage Ratio as calculated as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in a higher Applicable Margin for such period, the Transferor shall immediately and retroactively be obligated to pay to the Administrative Agents for the account of the applicable Investors, promptly on demand by any Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Transferor under the Bankruptcy Code of the United States, automatically and without further action by any Administrative Agent), an amount equal to the excess of the amount of Discount that should have been paid for such period over the amount of Discount actually paid for such period.  This paragraph shall not limit the rights of any Administrative Agent or any Investor under any other provision of this Agreement.  The Transferor’s obligations under this paragraph shall survive the Termination Date.

SECTION 2.4.                      Discount, Fees and Other Costs and Expenses.  Notwithstanding any limitation on recourse contained herein, the Transferor shall pay, as and when due in accordance with this Agreement, all fees hereunder, Discount (including Discount due any Conduit Investor or any Bank Investor), all L/C Fees, RO Interest, all amounts payable pursuant to Article VIII hereof, if any, and the Servicing Fees.  On the last day of each Tranche Period (or, in the case of a CP Tranche Period, by no later than the second Business Day following the last day of such CP Tranche Period), the Transferor shall pay to each Administrative Agent, on behalf of the applicable Investors in its Related Group, an amount equal to the accrued and unpaid Discount for such Tranche Period together with, in the event the Transferred Interest is held on behalf of a Conduit Investor, an amount equal to the discount accrued on the Commercial Paper of such Conduit Investor or its Related CP Issuer to the extent such Commercial Paper was issued in order to fund the Transferred Interest in an amount in excess of the Transfer Price of an Incremental Transfer.  Discount shall accrue with respect to each Tranche on each day occurring during the Tranche Period related thereto.  Nothing in this Agreement shall limit in any way the obligations of the Transferor to pay the amounts set forth in this Section 2.4.

SECTION 2.5.                      Non-Liquidation Settlement and Reinvestment Procedures.

(a)           On each day after the date of any Incremental Transfer but prior to the Termination Date and provided that no Potential Termination Event shall have occurred and be continuing, the Collection Agent shall, out of Collections received on or prior to such day and

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not previously applied or accounted for:  (i) set aside and hold in trust for the Agent, on behalf of the applicable Investors (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof), an amount equal to all Discount, L/C Fees, RO Interest and the Servicing Fee accrued through such day and not so previously set aside or paid, (ii) set aside the amount of any Reimbursement Obligation that shall have arisen and then remain unpaid and (iii) apply the balance of such Collections remaining after application of Collections as provided in clauses (i) and (ii) of this Section 2.5 hereof to the Transferor, for the benefit of the Agent, on behalf of the applicable Investors, to the purchase of additional undivided percentage interests in each Receivable pursuant to Section 2.2(b) hereof.  Any Collections so set aside as described in clause (i) above shall be allocated among the Related Groups ratably in proportion to the accrued Discount, L/C Fees, RO Interest and Servicing Fee with respect to the Investors in each such Related Group.  Any Collections so set aside as described in clause (ii) above shall be allocated among the Related Groups that contain L/C Issuers ratably in proportion to the outstanding Reimbursement Obligation of all L/C Issuers at such time.

(b)           On each Remittance Date, the Collection Agent shall, from the amounts set aside as described in Section 2.5(a), deposit to the applicable Administrative Agent’s account, for the benefit of the related Investors, an amount equal to the accrued and unpaid Discount for any Tranche Period then ending (in the case of the last day of a Tranche Period), the accrued and unpaid L/C Fees and RO Interest and Reimbursement Obligations, as applicable, and shall deposit to its own account an amount equal to the accrued and unpaid Servicing Fee.  The applicable Administrative Agent, upon its receipt of such amounts in such Administrative Agent’s account, shall distribute such amounts to the applicable Investors entitled thereto as set forth above.

(c)           If on any Remittance Date, the Collection Agent shall have insufficient funds to pay all of the above amounts in full on any such Remittance Date, the Collection Agent shall distribute the funds then available in the following order and priority:

First, to (i) the Agent, in respect of and for application to the Administration Fee, and (ii) each Administrative Agent, ratably based on and to the extent of the amounts then owing to the Investors in each Related Group in respect of and for application to accrued and unpaid Discount, L/C Fees, RO Interest, Program Fees and Facility Fees;

Second, to the Administrative Agents for the L/C Issuers, ratably based on and to the extent of the Reimbursement Obligations then owing to the L/C Issuer, for application to such Reimbursement Obligations;

Third, to the Agent and to the Administrative Agents, ratably based on and to the extent they or any Indemnified Parties in respect of their Related Groups are due any amounts under Article VIII, for application to such amounts; and

Fourth, to the Collection Agent, to the extent of any Servicing Fee then owing.

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SECTION 2.6.                      Liquidation Settlement Procedures.  (a)  If at any time on or prior to the Termination Date, the Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agents for the Related Groups, for the benefit of the applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied to reduce the Net Investment, will result in the Percentage Factor being less than or equal to the Maximum Percentage Factor.  Such aggregate amount shall be paid to such Administrative Agents ratably in accordance with the portion of the Net Investment held by their respective Related Groups.  Any amount so paid to an Administrative Agent for a Related Group shall be applied to reduce the Net Investment of Tranche Periods applicable to such Related Group selected by such Administrative Agent.  In the event the Net Investment is reduced to zero and the Percentage Factor continues to be greater than the Maximum Percentage Factor, the Transferor shall immediately remit to the Administrative Agents for the Related Groups that have L/C Issuers, from previously received Collections, an aggregate amount equal to the amount such that, when applied to the then unpaid Reimbursement Obligations and otherwise held to Cash-Collateralize the then outstanding Letters of Credit, will result in the Percentage Factor being less than or equal to the Maximum Percentage Factor.

(b)           On the Termination Date and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing, the Collection Agent shall deposit into the Collection Account all Collections received on such day.  Pending such deposit, the Collection Agent shall hold such Collections in trust  for the benefit of the Investors.  In addition, on the Termination Date or the day on which a Termination Event or Potential Termination Event has occurred and is continuing, the Collection Agent shall deposit to each Administrative Agent’s account, for the benefit of the applicable Investors, any amounts set aside pursuant to Section 2.5 above which have been allocated to such Administrative Agent’s Related Group as described in Section 2.5.

(c)           On the Termination Date and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing, the Collection Agent shall (or, if the Agent has assumed exclusive control over the Collection Account, shall request the Agent to) distribute funds then available in the Collection Account in the following order and priority:

First, to the Agent, to reimburse the Agent for the reasonable costs and out-of-pocket expenses incurred by the Agent in connection with the administration and enforcement of this Agreement and the other Transaction Documents;

Second, if such day is a Remittance Date, to (i) the Agent, in respect of and for application to the Administration Fee, and (ii) each Administrative Agent, ratably based on and to the extent of the amounts then owing to the Investors in each Related Group in respect of and for application to accrued and unpaid Discount, L/C Fees, RO Interest, Program Fees and Facility Fees;

Third,  if such day is the last day of any month and if the Transferor, the Seller or any Affiliate of the Transferor or the Seller is not then the Collection Agent, to

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the Collection Agent’s account, in payment of the accrued and unpaid Servicing Fee due to the Collection Agent;

Fourth, to each Administrative Agent, ratably based on the RG Transferred Interest of each Related Group, for application toward (i) a reduction of the Net Investment of the Investors in such Related Group, (ii) payment of any Reimbursement Obligations then owing and (iii) to the extent of any excess, the Cash-Collateralization of any Letters of Credit then outstanding;

Fifth, to the Agent and each Administrative Agent, ratably based on all other Aggregate Unpaids owing to the Agent or the members of any Related Group; and

Sixth, if the Transferor, the Seller or any Affiliate of the Transferor or the Seller is the Collection Agent, to its account as Collection Agent, in payment of the accrued and unpaid Servicing Fee.

The Agent shall elect, in its reasonable discretion, whether such distributions shall be made daily, weekly or monthly or at such other intervals as the Agent may (or at the direction of the Majority Investors, shall) determine to be appropriate.  Each Administrative Agent, upon its receipt of such amounts in such Administrative Agent’s account, shall distribute such amounts to the Investors in its Related Group entitled thereto as set forth above.  In the case of amounts distributed to Cash-Collateralize any outstanding Letters of Credit, such amounts shall be deposited into an L/C Collateral Account for application to Reimbursement Obligations as drawings are made under the related Letters of Credit.  From and after the date any Letter of Credit shall be surrendered for cancellation or otherwise expire, all amounts then held in the L/C Collateral Account to Cash-Collateralize such Letter of Credit shall be released to the Agent for application to the Aggregate Unpaids in accordance with this Section 2.6.

(d)           Following the later to occur of the Termination Date and the Final Collection Date, (i) the Collection Agent shall recompute the Percentage Factor, (ii) the Agent, on behalf of the Investors, shall be considered to have reconveyed to the Transferor all of the right, title and interest in and to the Affected Assets (including the Transferred Interest) without recourse, representation or warranty of any type or kind, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent for the Investors pursuant to this Section 2.6 and (iv) the Agent, on behalf of the Investors, shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Agent’s interests in the Affected Assets.  Any such documents shall be prepared by or on behalf of the Transferor.

SECTION 2.7.                      Fees.  Notwithstanding any limitation on recourse contained in this Agreement, on the last day of each month the Transferor shall pay the following non-refundable fees: (i) to each Conduit Investor, solely for its own account, the Program Fee with respect to such Conduit Investor, (ii) to each Conduit Investor, the Facility Fee with respect to the applicable Related Group (for distribution to the Bank Investors in such Related Group) and (iii) to the Agent the Administration Fee.

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SECTION 2.8.                      Protection of Ownership Interest of the Investors; Special Accounts, Intermediate Concentration Account and Concentration Account.

(a)           The Transferor agrees that it will, and will cause the Seller 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 Agent or any Administrative Agent may reasonably request in order to perfect or protect the Transferred Interest or to enable the Agent, the Administrative Agents or the Investors to exercise or enforce any of their respective rights hereunder.  Without limiting the foregoing, the Transferor will, and will cause the Seller to, upon the request of the Agent, any Administrative Agent or any of the Investors, 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 Agent, any Administrative Agent or any of the Investors and (y) mark its respective master data processing records and other documents with a legend describing the conveyance to the Transferor of the Receivables (in the case of the Seller) and to the Agent, for the benefit of the Investors, of the Transferred Interest.  The Transferor shall, and will cause the Seller to, upon request of the Agent, any Administrative Agent or any of the Investors obtain such additional search reports as the Agent, any Administrative Agent or any of the Investors shall request.  To the fullest extent permitted by applicable law, the Agent shall be authorized to sign and file financing statements , continuation statements and amendments thereto relating to the Receivables, Related Security and Collections and assignments thereof to the Agent or any successor or permitted assign of the Agent without the Transferor’s or the Seller’s signature.  Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement.  The Transferor shall not, and shall not permit the Seller or any Transferring Affiliate to, change its respective name, identity or corporate structure nor relocate its respective chief executive office or jurisdiction of organization or any office where Records are kept unless it shall have:  (i) given the Agent and each Administrative Agent at least thirty (30) days prior notice thereof and (ii) prepared at Transferor’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Transferred Interest or requested by the Agent or any Administrative Agent in connection with such change or relocation; provided that the jurisdiction of organization for the Transferor, the Seller and each Transferring Affiliate shall at all times be a State within the United States.  Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of Transferor.

(b)           The Agent is hereby authorized at any time to date, and to deliver (i) to the Concentration Account Bank, the Concentration Account Notice and (ii) to each Intermediate Concentration Account Bank an Intermediate Concentration Account Notice.  The Transferor hereby, when the Agent shall deliver the Concentration Account Notice to the Concentration Account Bank or an Intermediate Concentration Account Notice to any Intermediate Concentration Account Bank, transfers to the Agent the exclusive ownership and control of the Concentration Account or the applicable Intermediate Concentration Account, as the case may be, and shall take any further action that the Agent may reasonably request to effect such transfer.  In case any authorized signatory of the Transferor whose signature shall appear on the Concentration Account Agreement or any Intermediate Concentration Account Agreement shall cease to have such authority before the delivery of the Concentration Account Notice or Intermediate Concentration Account Notice, as the case may be, such signature shall

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nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such delivery.  The Agent shall, at the time it delivers the Concentration Account Notice to the Concentration Account Bank or an Intermediate Concentration Account Notice to any Intermediate Concentration Account Bank, provide a copy thereof to the Transferor; provided that the failure on the part of the Agent to provide such notice to the Transferor shall not affect the validity or effectiveness of the Concentration Account Notice or Intermediate Concentration Account Notice, as applicable, or impair any rights of the Agent,  any Administrative Agent or any of the Investors hereunder.

(c)           In addition and without limiting the authority of the Agent set forth in subsection (b) above, but subject to subsection (d) below, the Transferor shall (i) cause each Originating Entity to instruct any or all of the Special Account Banks (which instructions shall be maintained in full force and effect at all times) 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 in accordance with the terms set forth in the applicable Special Account Letter and Section 5.1(h) 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 Transferor shall at any time determine, for any of the reasons described in subsection (d) below, that the Transferor or any Originating Entity shall be unable to comply fully with the requirements of this subsection (c), the Transferor shall promptly so advise the Agent and each Administrative Agent, and the Transferor, the Agent and each Administrative Agent shall commence discussions with a view toward implementing an alternative arrangement therefor satisfactory to the Agent and each Administrative Agent.

(d)           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 2.9.                      Deemed Collections; Application of Payments.  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 (including, without limitation, any cancellation of an invoice and reissuance of a new invoice relating to the same sale or service) 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 Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such

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reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable.

(a)           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 of an interest therein to the Agent or any of the Investors 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 or becomes a Diluted Government Program Receivable, the Transferor shall be deemed to have received on such day a Collection on such Receivable in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable (determined without giving effect to any write-off with respect thereto) and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable.

(b)           Any payment by an Obligor in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by each Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

SECTION 2.10.                    Payments and Computations, Etc.  All amounts to be paid or deposited by the Transferor or the Collection Agent hereunder shall be paid or deposited in accordance with the terms hereof no later than 12 p.m. (New York City time) on the day when due in immediately available funds; if such amounts are payable to the Agent or any Administrative Agent (whether on behalf of any of the Investors or otherwise) they shall be paid or deposited in the applicable account indicated in Section 10.3 hereof, until otherwise notified by the Agent or such Administrative Agent, as the case may be.  The Transferor shall, to the extent permitted by law, pay to each Administrative Agent, for the benefit of itself and the Investors in its Related Group, upon demand, interest on all amounts owing to such Administrative Agent or such Investors not paid or deposited when due hereunder at a rate equal to 2% per annum plus the Base Rate.  All computations of Discount, interest and all per annum fees 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 an Administrative Agent of amounts payable by the Transferor hereunder to such Administrative Agent or any Investor in its Related Group shall be binding upon all parties hereto absent manifest error.  All payments to be made by the Transferor or the Collection Agent hereunder or under any other Transaction Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.

SECTION 2.11.                    Reports.  On or prior to the last Business Day of each month, the Collection Agent shall prepare and forward to the Agent and each Administrative

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Agent (i) an Investor Report as of the end of the last day of the immediately preceding month, (ii) a listing by Primary Payor of all Receivables together with an analysis as to the aging of such Receivables as of such last day, but only to the extent the Receivable Systems of the Collection Agent are able to generate such information, (iii) written confirmation that all payments in cash, by way of credits to intercompany accounts (in the case of purchases made by the Seller from any Transferring Affiliate) or by way of application of proceeds of advances made under the Subordinated Note (in the case of purchases made by the Transferor from the Seller) have been made by the Transferor under the Receivables Purchase Agreement or by the Seller under the Transferring Affiliate Letter, as applicable, in accordance with the respective terms of such agreement, and (iv) such other information as the Agent or any Administrative Agent may reasonably request.

SECTION 2.12.                    Collection Account.  The Agent shall maintain with a bank selected by the Agent (with the consent of each Administrative Agent) a segregated account (the “Collection Account”), in the Agent’s or the Transferor’s name and bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Agent, on behalf of the Investors; provided that the Agent may, in its discretion, elect to use the Concentration Account as the Collection Account.  The Agent shall have the right to assume exclusive control over the Collection Account.  If no Collection Agent Default, Termination Event or Potential Termination Event has occurred and is continuing, the Collection Agent shall remit daily within forty-eight hours of receipt to either the Concentration Account or an Intermediate Concentration Account all Collections received with respect to any Receivables in accordance with Section 5.3(h).  During the continuance of a Collection Agent Default or a Termination Event or a Potential Termination Event, and at all times on and after the Termination Date, the Collection Agent shall remit daily within forty-eight hours of receipt to the Collection Account all Collections received with respect to any Receivables.  Funds on deposit in the Collection Account (other than investment earnings) shall be invested by the Collection Agent (or, if the Agent has assumed exclusive control over the Collection Account, the Agent) in Eligible Investments that will mature so that such funds will be available prior to each Remittance Date following such investment.  On each Remittance Date, such funds on deposit, together with all interest and earnings (net of losses and investment expenses) thereon, in the Collection Account shall be made available for application in accordance with the terms of Section 2.6 or otherwise for application toward payments required to be made hereunder (including Discount) by the Transferor.  On the Final Collection Date, any funds remaining on deposit in the Collection Account shall be paid to the Transferor.

SECTION 2.13.                    Sharing of Payments, Etc.  If any Investor (for purposes of this Section only, being a “NPRBI”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of Transferred Interest owned by it (other than pursuant to Section 2.7, or Article VIII and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.5 or 2.6) in excess of its ratable share of payments on account of Transferred Interest obtained by the Investors entitled thereto, such NPRBI shall forthwith purchase from the other Investors entitled to a share of such amount participations in the Transferred Interests owned by such other Investors the excess payment ratably with each such other Investor entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such NPRBI, such purchase from each such other Investor shall be rescinded and each such other

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Investor shall repay to the NPRBI the purchase price paid by such NPRBI for such participation to the extent of such recovery, together with an amount equal to such other Investor’s ratable share (according to the proportion of (a) the amount of such other Investor’s required payment to (b) the total amount so recovered from the NPRBI) of any interest or other amount paid or payable by the NPRBI in respect of the total amount so recovered.

SECTION 2.14.                    Right of Setoff.  Without in any way limiting the provisions of Section 2.13, each Investor is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of the Termination Date or during the continuance of a Potential Termination Event to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits (other than any deposits then being held in any Special Account maintained by an Investor as to which deposits the Investors waive their rights of set-off in respect of the Aggregate Unpaid) and any other indebtedness held or owing by any Investor to, or for the account of, the Transferor against the amount of the Aggregate Unpaids owing by the Transferor to such Investor or to the Agent or any Administrative Agent on behalf of such Investor (even if contingent or unmatured).

SECTION 2.15.                    Addition and Removal of Transferring Affiliates.          (a)(i) If (1) one or more direct or indirect wholly-owned subsidiaries of FMCH (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 Originating Entities or (2) FMCH reorganizes its corporate structure such that facilities generating Receivables on the date hereof (or acquired as contemplated by clause (1)) are owned by one or more additional wholly-owned subsidiaries of FMCH, any or all of the wholly-owned subsidiaries referred to in clauses (1) and (2) may become Transferring Affiliates under this Agreement, or (ii) if any existing Transferring Affiliate wishes to be removed as a party to the Transferring Affiliate Letter, FCMH may also remove such existing Transferring Affiliate from being a Transferring Affiliate under this Agreement, in each case if the following conditions precedent have been met:

(x)           each Administrative Agent shall have received (A) counterparts of the Transferring Affiliate Letter duly executed by such Subsidiary or Subsidiaries and (B) the documents relating to such Subsidiary or Subsidiaries of the kind delivered by or on behalf of the Transferring Affiliates pursuant to Section 4.1, together with such other instruments, documents and agreements as any Administrative Agent may reasonably request in connection therewith; and

(y)           each Administrative Agent shall have given prior written consent to such addition or removal in writing (which consent shall not be unreasonably withheld or delayed), it being understood that each Administrative Agent (i) may take into account, among other things, in respect of such addition or removal: (1) the implications such action would have on the composition of and concentrations in the Receivables pool, (2) the impact such action would have on the characterization of transfers between Transferring Affiliates and the Seller or between the Seller and the Transferor, and (3) the risk that such action might give rise to commingling in any of the accounts to which Collections on the Receivables are remitted, and (ii) prior to providing such consent, shall have

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received such information as it shall have reasonably requested in connection with such addition or removal; and

(z)           after giving effect to such addition or removal, (i) the Percentage Factor shall not exceed the Maximum Percentage Factor and (ii) no Termination Event or Potential Termination Event shall then be continuing.

(b)           Upon the addition or removal of any wholly-owned Subsidiary of FMCH as a Transferring Affiliate pursuant to subsection (a) above, the provisions of this Agreement, including Exhibit Q, 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.

SECTION 2.16.                    Optional Repurchase of Transferred Interest.  The Transferor may at any time at its option elect to repurchase the Transferred Interest on not less than sixty (60) days’ prior written notice to each Administrative Agent (a “Repurchase Notice”) specifying the date on which such repurchase shall occur (the “Repurchase Date”) and that such Repurchase Date shall be the Termination Date hereunder.  By no later than 11:00 a.m. (New York time) on the Repurchase Date, the Transferor shall (a) pay to each Administrative Agent, for the account of the members of its Related Group, an amount (the “Repurchase Price”) equal to the sum of (i) the portion of the Net Investment funded by the Investors in such Related Group, (ii) all Discount accrued and to accrue thereon through the last day of the applicable Tranche Period(s) to which such Net Investment has been allocated and, (iii) the aggregate unpaid amount of all Reimbursement Obligations owing to the Bank Investors in such Related Group and (iv) all other Aggregate Unpaids owing to the members of such Related Group or any related Indemnified Party under the Transaction Documents accrued through the date of such payment and (b) pledge to the Agent for the benefit of all L/C Issuers cash in an aggregate amount sufficient to fully Cash-Collateralize all Letters of Credit then outstanding.  The Repurchase Price payable with respect to any Related Group shall be calculated by the related Administrative Agent and notified to the Transferor, which calculation shall be conclusive and binding absent manifest error. By delivering a Repurchase Notice the Transferor shall be deemed to have designated the Repurchase Date as the “Termination Date” as contemplated by clause (i) of the definition of such term.

SECTION 2.17.                    Letters of Credit.

Upon the terms and subject to the conditions set forth herein, the Transferor may from time to time request that any specified Bank Investor to act as an L/C Issuer and issue or cause the issuance of one or more Letters of Credit for the account of the Transferor, and each such Bank Investor in its capacity as an L/C Issuer, subject to the satisfaction of the conditions precedent in Section 4.3, agrees to issue or cause the issuance of such Letters of Credit requested of it.  Each Letter of Credit shall be issued by a single Bank Investor and any obligation to honor drawings thereunder shall be exclusively the obligation of such Bank Investor, without any requirement that any Investor purchase or assume any participation therein and without any obligation on the part of any other Investor to provide funding therefor.  In requesting any Letter of Credit hereunder, due regard shall be given to maintaining to the extent practicable each

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Related Group’s RG Transferred Interest at a percentage level corresponding to such Related Group’s FL Ratable Share.

The Transferor shall cause a Transfer to be made in support of the issuance of each Letter of Credit hereunder.  Upon the issuance of a Letter of Credit, the RG Transferred Interests shall be recalculated to give effect to such issuance.

SECTION 2.18.                    Issuance and Modification of Letters of Credit.

(a)           In the case of any Letter of Credit, the Transferor and an L/C Issuer shall negotiate the terms and conditions on which such Letter of Credit shall be issued and, in connection therewith, the Transferor shall execute and deliver to such L/C Issuer a Letter of Credit Application if reasonably required by such L/C Issuer.  A Letter of Credit hereunder may be issued on not less than three Business Days’ written notice to the Agent substantially in the form of Exhibit B hereto (an “L/C Issuance Notice”), accompanied by a copy of the Letter of Credit then being proposed for issuance.  Each Letter of Credit shall be in form and substance satisfactory to the Agent.  The Agent shall, promptly following its receipt of an L/C Issuance Notice, advise the Administrative Agents of such notice.

(b)           Each Letter of Credit shall, among other things, provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein.  Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the L/C Issuer or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the L/C Issuer, as determined by the L/C Issuer.

(c)           During the period any Letter of Credit shall be outstanding, the Transferor shall pay to the applicable L/C Issuer such L/C Fees in respect thereof as shall have been agreed as between the Transferor and such L/C Issuer and approved by the Agent.  The Agent shall not unreasonably withhold its consent to any L/C Fees that may have been agreed between the Transferor and any L/C Issuer.

(d)           The Agent shall at all times during the term of this Agreement maintain the L/C Collateral Account for use at any time that the Transferor is required to Cash-Collateralize any Letter of Credit then outstanding.

(e)           Notwithstanding anything herein to the contrary, an L/C Issuer shall not have any obligation to issue any Letter of Credit if: (i) any of the conditions set forth in Section 4.3 shall not have been satisfied or waived on the proposed date of issuance of such Letter of Credit; (ii) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from the issuance of letters of credit generally or such Letter

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of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such L/C Issuer in good faith deems material to it; (iii) the issuance of such Letter of Credit would violate any law or one or more policies of such L/C issuer applicable to letters of credit generally; or (iv) such Letter of Credit is to be denominated in a currency other than U.S. Dollars.

(f)          The Transferor and an L/C Issuer may at any time agree to amend, extend, renew or otherwise modify a Letter of Credit (each, an “L/C Modification”) then outstanding, provided that  (i) written notice thereof substantially in the form of Exhibit C hereto (an “L/C Modification Notice”), accompanied by a copy of such L/C Modification, shall have been given to the Agent not less than three Business Days prior to the proposed effective date for such L/C Modification,  (ii) such Letter of Credit, after giving effect to such L/C Modification, shall continue to be in form and substance satisfactory to the Agent, and (iii) the conditions set forth in Section 4.3 shall, as of the date of such L/C Modification, have been satisfied.  The Agent shall, promptly following its receipt of an L/C Modification Notice, advise the Administrative Agents of such notice.  An L/C Issuer shall not have any obligation to amend any Letter of Credit if such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or the beneficiary of such Letter of Credit does not accept the proposed L/C Modification to such Letter of Credit.

SECTION 2.19.                    Disbursements and Reimbursements under Letters of Credit.

(a)           Upon receipt by an L/C Issuer of any request for a drawing conforming to the terms of a Letter of Credit issued by such L/C Issuer, (i) such L/C Issuer shall promptly so advise the Transferor, the Agent and each Administrative Agent, specifying in such notice the date (the “Drawing Date”) on which such L/C Issuer anticipates honoring such request for drawing and the amount of such drawing, and (ii) such L/C Issuer shall in accordance with its customs and practices relating to letters of credit make available to the applicable beneficiary under such Letter of Credit on such Drawing Date an amount in immediately available funds equal to the amount of such drawing.  Each L/C Issuer shall at all times observe and comply with all laws, rules and applicable conventions pertaining to the issuance of, maintenance of, and honoring of presentments made under the Letters of Credit issued by it hereunder.  Notwithstanding anything herein to the contrary, neither the Agent nor any Investor other than the Bank Investor that is the L/C Issuer in respect of any Letter of Credit shall have any responsibility for, or any obligation or liability in respect of, the compliance with any such laws, rules or conventions relating to such Letter of Credit or the performance of any obligations of the L/C Issuer under or in respect of such Letter of Credit.

(b)           The Transferor shall reimburse the applicable L/C Issuer prior to Noon, New York time, on each Drawing Date in an amount in immediately available funds equal to the amount being drawn on such Drawing Date under any Letter of Credit issued by such L/C Issuer (the related “Reimbursement Obligation”).  In the event the Transferor shall fail to pay in full to any L/C Issuer any Reimbursement Obligation prior to Noon, New York time, on any Drawing

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Date, (i) such  Reimbursement Obligation shall accrue interest (“RO Interest”) from such date until repaid in full at a per annum rate equal to the Base Rate and (ii) such L/C Issuer shall promptly, and in any event by not later than 3:00 p.m. (New York time), provide notice thereof (a “Notice of Reimbursement Obligation”) to the Agent and each Administrative Agent, specifying therein the amount of such Reimbursement Obligation remaining unpaid.  RO Interest shall be calculated for actual days elapsed on the basis of a 360-day year.  Accrued and unpaid RO Interest shall be payable on each date the applicable Reimbursement Obligation is repaid, on the amount of such Reimbursement Obligation then being repaid.

(c)           A Notice of Reimbursement Obligation shall be deemed to constitute a Notice of Incremental Transfer (NI) issued under Section 2.2, contemplating a request for (i) a Transfer Date (the “ RO Refinancing Date”) occurring one (1) Business Day following the related Drawing Date, (ii) a Transfer Price in the amount of such Reimbursement Obligation and (iii) an initial Tranche Period that is a CP Tranche Period.  The Agent shall promptly advise each Administrative Agent of the allocation of the Transfer Price in respect of such Incremental Transfer (NI) based on the Incremental Transfer (NI) Ratable Share as of the RO Refinancing Date after giving effect to adjustments therein arising from the related Letter of Credit drawing and the anticipated reduction in Reimbursement Obligations on the RO Refinancing Date.  Notwithstanding the foregoing, the Transferor may in accordance with Section 2.2 issue a Notice of Incremental Transfer (NI) contemplating a Transfer Price that, together with cash otherwise available as of the RO Refinancing Date, shall be sufficient to repay the Reimbursement Obligation in full and a Transfer Date that is the RO Refinancing Date, and, if timely issued, such Notice of Incremental Transfer (NI) shall supersede the deemed Notice of Incremental Transfer (NI) arising by reason of the Notice of Reimbursement Obligation.  The funding by the Related Groups of any Incremental Transfer (NI) requested or deemed requested under this Section 2.19(c) shall be made in the manner described in Section 2.2, and shall be subject to the terms and conditions set forth therein and in Section 4.4.  Proceeds of such Incremental Transfer (NI) shall be remitted to the applicable L/C Issuer for application to the related Reimbursement Obligation and the Agent shall thereupon recalculate the RG Transferred Interest upon giving effect to the repayment of such Reimbursement Obligation and the funding of such Incremental Transfer (NI).  In the event an Incremental Transfer (NI) shall for any reason not occur on an RO Refinancing Date, the applicable Reimbursement Obligation shall remain outstanding until repaid in full in accordance with Section 2.5 or 2.6.

SECTION 2.20.                    Documentation in connection with Letters of Credit.

The Transferor agrees to be bound by the terms of each Letter of Credit Application and by each L/C Issuer’s interpretations of any Letter of Credit issued by such L/C Issuer for the Transferor and by such L/C Issuer’s written regulations and customary practices relating to letters of credit, though such L/C Issuer’s interpretation of such regulations and practices may be different from the Transferor’s own.  In the event of a conflict between a Letter of Credit Application and this Agreement, this Agreement shall govern.  It is understood and agreed that, except in the case of gross negligence or willful misconduct by an L/C Issuer, such L/C Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Transferor’s instructions or those contained in the Letters of Credit issued by such L/C Issuer or any modifications, amendments or supplements thereto.

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SECTION 2.21.                    Determination to Honor Drawing Request under a Letter of Credit.

In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the applicable L/C Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they conform on their face to the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

SECTION 2.22.                    Reimbursement Obligations.

The obligations of the Transferor to reimburse such L/C Issuer upon a drawing under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Article II under all circumstances, including without regard to any of the following circumstances:

(i)            any set-off, counterclaim, recoupment, defense or other right which such L/C Issuer may have against the Agent, the Transferor, any Transferring Affiliate, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;

(ii)           any lack of validity or enforceability of any Letter of Credit or any set-off, counterclaim, recoupment, defense or other right which the Transferor or a Transferring Affiliate on behalf of which a Letter of Credit has been issued may have against the Agent, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever;

(iii)          any claim of breach of warranty that might be made by the Transferor, any Transferring Affiliate or any L/C Issuer against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which the Transferor, any Transferring Affiliate or any L/C Issuer may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), any L/C Issuer, the Agent, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Transferor or any Affiliates of the Transferor and the beneficiary for which any Letter of Credit was procured);

(iv)          the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any

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statement therein being untrue or inaccurate in any respect, even if the Agent, any Administrative Agent or the L/C Issuer has been notified thereof;

(v)           payment by an L/C Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of such L/C Issuer;

(vi)          the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(vii)         any failure by an L/C Issuer or any of the L/C Issuer’s Affiliates to issue any Letter of Credit in the form requested by the Transferor, unless such L/C Issuer has received written notice from the Transferor of such failure within three Business Days after such L/C Issuer shall have furnished the Transferor a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(viii)        any Material Adverse Effect on the Transferor, any Transferring Affiliate or any Affiliates thereof;

(ix)          any breach of this Agreement or any Transaction Document by any party thereto;

(x)           the occurrence or continuance of an insolvency proceeding with respect to the Transferor, any Transferring Affiliate or any Affiliate thereof;

(xi)          the fact that a Termination Event or a Potential Termination Event shall have occurred and be continuing;

(xii)         the fact that this Agreement or the obligations of the Transferor or the Collection Agent hereunder shall have been terminated; and

(xiii)        any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

SECTION 2.23.                    Indemnity in connection with Letters of Credit.

In addition to other amounts payable hereunder, the Transferor hereby agrees to protect, indemnify, pay and save harmless the Agent, each L/C Issuer and any of the L/C Issuer’s Affiliates that have issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, penalties, interest, judgments, losses, costs, charges and expenses (including Attorney Costs) which the Agent, any Administrative Agent, any L/C Issuer or any of their respective Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, except to the extent resulting from (a) the gross negligence or

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willful misconduct of the party to be indemnified as determined by a final non-appealable judgment of a court of competent jurisdiction or (b) the wrongful dishonor by an L/C Issuer of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto governmental authority (all such acts or omissions herein called “Governmental Acts”).

SECTION 2.24.                    Liability for Acts and Omissions in connection with Letters of Credit.

As between the Transferor, on the one hand, and the Agent, the L/C Issuers, the Administrative Agents, the Bank Investors and the Conduit Investors on the other, the Transferor assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the respective beneficiaries of such Letter of Credit.  In furtherance and not in limitation of the respective foregoing, none of the Agent, the L/C Issuers, the Administrative Agents, the Bank Investors or the Conduit Investors shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the applicable L/C Issuer or its Administrative Agent shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Transferor against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Transferor and any beneficiary of such Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex, facsimile or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Agent, the L/C Issuers, the Administrative Agents, the Bank Investors and the Conduit Investors, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the L/C Issuers’ rights or powers hereunder.  Nothing in the preceding sentence shall relieve any L/C Issuer from liability for its gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (i) through (viii) of such sentence.  In no event shall the Agent, the L/C Issuers, the Administrative Agents, the Bank Investors or the Conduit Investors or their respective Affiliates, be liable to the Transferor or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

Without limiting the generality of the foregoing, the L/C Issuers and each of their respective Affiliates (i) may rely on any written communication believed in good faith by such

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Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by an L/C Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on any L/C Issuer or its respective Affiliates, in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by an L/C Issuer under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put such L/C Issuer under any resulting liability to the Transferor or any other Person.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.1.Representations and Warranties of the Transferor.  The Transferor represents and warrants to the Agent, each Administrative Agent and each Investor that:

(a)Corporate Existence and Power.  The Transferor 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 Transferor 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 Transferor of this Agreement, the Receivables Purchase Agreement, the Fee Letters, the Transfer Certificates, the Letter of Credit Applications and the other Transaction Documents to which the Transferor is a party are within the

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Transferor’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 2.8 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 Bylaws of the Transferor or of any agreement, judgment, injunction, order, writ, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof).

(c)Binding Effect.  Each of this Agreement, the Receivables Purchase Agreement, the Fee Letters, Letter of Credit Applications and the other Transaction Documents to which the Transferor is a party constitutes, the Transfer Certificate upon payment of the Transfer Price set forth therein will constitute the legal, valid and binding obligation of the Transferor, 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 Transfer hereunder, the Transferor shall be the owner of all of the Receivables, free and clear of all Adverse Claims.  On or prior to each Transfer and each recomputation of the Transferred Interest, all financing statements and other documents required to be recorded or filed, or notices to Obligors to be given, in order to perfect and protect the Agent’s Transferred Interest against all creditors of and purchasers from the Transferor and the Seller will have been duly filed in each filing office necessary for such purpose 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 Transferor (including without limitation, the Investor Reports, any reports delivered pursuant to Section 2.11 hereof and the Transferor’s financial statements) to any Investor, the Agent or any Administrative Agent for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Transferor to the any 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 Transferor 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 H hereof, there are no actions, suits or proceedings pending, or to the knowledge of the Transferor threatened, in or before any court, arbitrator or other body, against or affecting (i) the Transferor or any of its properties or (ii) any Affiliate of the Transferor 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.

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(h)Use of Proceeds.  No proceeds of any Transfer will be used by the Transferor 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 Transferor are located at the address of the Transferor indicated in Section 10.3 hereof and the offices where the Transferor keeps substantially all its Records, are located at the address(es) described on Exhibit I or such other locations notified to each Administrative Agent in accordance with Section 2.8 hereof in jurisdictions where all action required by Section 2.8 hereof has been taken and completed.  The principal place of business and chief executive office of each Originating Entity is located at the address of such Originating Entity indicated in Exhibit I hereof and the offices where the each Originating Entity keeps substantially all its Records are located at the address(es) specified on Exhibit I with respect to such Originating Entity or such other locations notified to each Administrative Agent in accordance with Section 2.8 hereof in jurisdictions where all action required by Section 2.8 hereof has been taken and completed.  The jurisdiction of organization of each of the Seller and the Transferor is the State of Delaware.  The jurisdiction of organization for each Transferring Affiliate is the state specified opposite such Transferring Affiliate’s name on Exhibit Q.

(j)Good Title.  Upon each Transfer and each recomputation of the Transferred Interest, the Agent shall acquire a valid and perfected first priority undivided percentage ownership interest to the extent of the Transferred Interest or a first priority perfected security interest in each Receivable that exists on the date of such Transfer and recomputation and in the Related Security and Collections with respect thereto free and clear of any Adverse Claim.

(k)Tradenames, Etc.  As of the date hereof:  (i) the Transferor’s chief executive office is located at the address for notices set forth in Section 10.3 hereof; (ii) the Transferor has no subsidiaries or divisions; (iii) the Transferor 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); and (iv) none of the Originating Entities has, within the last five (5) years, operated under any tradename other than Fresenius Medical Care North America or Spectra Renal Management 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 described on Exhibit H.

(l)Nature of Receivables.  Each Receivable treated by the Transferor or the Collection Agent as an Eligible Receivable (including, without limitation, in any Investor Report or other report delivered pursuant to Section 2.11 hereof or in the calculation of the Net Receivables Balance) is in fact an Eligible Receivable.

(m)Coverage Requirement; Amount of Receivables.  The Percentage Factor does not exceed the Maximum Percentage Factor.

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(n)Credit and Collection Policy.  Since September 30, 2012, 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 30, 2012, there has been no material adverse change in the ability of the Collection Agent (to the extent it is the Seller, the Transferor or any Subsidiary or Affiliate of any of the foregoing) to service and collect the Receivables.

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

(q)Not an Investment Company.  The Transferor 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 Transferor 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, Intermediate Concentration Account Banks and Concentration Bank.  The names and addresses of all the Special Account Banks (and, if applicable, the Designated Account Agent in respect thereof), the Intermediate Concentration Account Banks and the Concentration Account Bank, together with the account numbers of the Special Accounts at such Special Account Banks, the account numbers of the Intermediate Concentration Accounts at such Intermediate Concentration Account Banks and the account number of the Concentration Account of the Transferor at the Concentration Account Bank, are set forth on Schedule IV hereto (as such schedule may be updated from time to time in accordance with the terms hereof, the “Account Schedule”) (or at such other Special Account Banks, Intermediate Concentration Account Banks or Concentration Account Bank, with such other Special Accounts, Intermediate Concentration Accounts or Concentration Account or with such other Designated Account Agents as have been notified to each Administrative Agent in accordance with Section 5.2(e)).  The Account Schedule sets forth all depository accounts and locations to which Obligors are instructed to remit payments on the Receivables.  This Agreement, together with the Concentration Account Agreement and the Intermediate Concentration Account Agreements, is effective to, and does, transfer to the Agent, for the benefit of the Investors, all right, title and interest of the Transferor in and to the Concentration Account and each Intermediate Concentration Account.  The Transferor has not granted to any Person (other than the Agent under the Concentration Account Agreement and the Intermediate Concentration Account Agreements) dominion and control over the Concentration Account or any Intermediate Concentration Account, or the right to take dominion and control over the Concentration Account or any Intermediate Concentration Account at a future time or upon the occurrence of a future event; neither the Transferor nor any other Parent Group Member has granted to any Person dominion and control over any Special Account, or the right to take dominion or control over any Special Account at a future time or upon the occurrence of a future

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event; and the Concentration Account, each Intermediate Concentration Account and each Special Account is otherwise free and clear of any Adverse Clam.

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

(u)Transfers Under Receivables Purchase Agreement.  With respect to each Receivable, and Related Security, if any, with respect thereto, originally owed to the Seller or acquired by the Seller from any Transferring Affiliate, the Transferor purchased such Receivable and Related Security from the Seller under the Receivables Purchase Agreement, such purchase was deemed to have been made on the date such Receivable was credited or acquired by the Seller and such purchase was made strictly in accordance with the terms of the Receivables Purchase Agreement.

(v)Preference; Voidability (Receivables Purchase Agreement).  The Transferor has given reasonably equivalent value to the Seller in consideration for each transfer to the Transferor of Receivables and Related Security from the Seller, and no such transfer has been made for or on account of an antecedent debt owed by the Seller to the Transferor and no such transfer is or may be voidable under any Section of the Bankruptcy Code.

(w)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, such purchase being deemed to have been made on the date such Receivable was created (or, in the case of a Receivable outstanding on the Original Closing Date, on the Original Closing 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.

(x)Preference; Voidability (Transferring Affiliates).  The Seller has given reasonably equivalent value to each Transferring Affiliate in consideration for each transfer to the Seller of Receivables and Related Security from such Transferring Affiliate, and no such transfer has 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.

(y)Ownership.  FME KGaA owns, directly or indirectly through a wholly-owned Subsidiary, all of the issued and outstanding common stock of (and such stock comprises more than 80.00% 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

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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 Transferor is owned by NMC, free and clear of any Adverse Claim.

(z)Representations and Warranties of the Seller.  Each of the representations and warranties of the Seller set forth in Section 3.1 of the Receivables Purchase Agreement are true and correct in all material respects and the Transferor hereby remakes all such representations and warranties for the benefit of the Agent, each of the Investors and each Administrative Agent.

(aa)Letters of Credit.  The Maximum Aggregate Face Amount does not exceed the Facility L/C Sublimit.

Any document, instrument, certificate or notice delivered by the Transferor to any Conduit Investor, Administrative Agent or the Agent hereunder shall be deemed a representation and warranty by the Transferor.

SECTION 3.2.Reaffirmation of Representations and Warranties by the Transferor.  On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a), Section 2.5 or Section 2.19 hereof, 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.  Each Incremental Transfer shall be subject to the further condition precedent that, prior to the date of such Incremental Transfer the Collection Agent shall have delivered to the Agent and each Administrative Agent, in form and substance satisfactory to the Agent and each Administrative Agent, a completed Investor Report dated within ten (10) days prior to the date of such Incremental Transfer, together with a listing by Primary Payor of all Receivables, and such additional information as may be reasonably requested by any Administrative Agent or the Agent, and the Transferor shall be deemed to have represented and warranted that such condition precedent has been satisfied.

SECTION 3.3.Representations and Warranties of the Collection Agent.  The Collection Agent represents and warrants to the Agent, each Administrative Agent and each of the Investors that:

(a)Corporate Existence and Power.  The Collection Agent 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 Collection Agent 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.

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(b)Corporate and Governmental Authorization; Contravention.  The execution, delivery and performance by the Collection Agent of this Agreement are within the Collection Agent’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 Bylaws of the Collection Agent or of any agreement, judgment, injunction, order, writ, decree or other instrument binding upon the Collection Agent or result in the creation or imposition of any Adverse Claim on the assets of the Collection Agent or any of its Subsidiaries.

(c)Binding Effect.  This Agreement constitutes the legal, valid and binding obligation of the Collection Agent, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors.

(d)Accuracy of Information.  All information heretofore furnished by the Collection Agent to the Agent, any Investor or any Administrative Agent for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Collection Agent to the Agent, any Investor or any Administrative Agent will be, true and accurate in every material respect, on the date such information is stated or certified.

(e)Action, Suits.  Except as set forth in Exhibit H, there are no actions, suits or proceedings pending, or to the knowledge of the Collection Agent threatened, against or affecting the Collection Agent or any Affiliate of the Collection Agent or their respect properties, in or before any court, arbitrator or other body, which may, individually or in the aggregate, have a Material Adverse Effect.

(f)Nature of Receivables.  Each Receivable treated by the Transferor or the Collection Agent as an Eligible Receivable (including, without limitation, in any Investor Report or other report delivered pursuant to Section 2.11 hereof or in the calculation of the Net Receivables Balance) is in fact an Eligible Receivable.

(g)Amount of Receivables.  The Percentage Factor does not exceed the Maximum Percentage Factor.

(h)Credit and Collection Policy.  Since September 30, 2012, 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.

(i)Collections and Servicing.  Since September 30, 2012, there has been no material adverse change in the ability of the Collection Agent to service and collect the Receivables.

(j)Not an Investment Company.  The Collection Agent 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.

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(k)Special Accounts, Intermediate Concentration Accounts and Concentration Account.  The names and addresses of all the Special Account Banks (and, if applicable, the Designated Account Agent in respect thereof), the Intermediate Concentration Account Banks and the Concentration Account Bank, together with the account numbers of the Special Accounts at such Special Account Banks, the Intermediate Concentration Accounts at such Intermediate Concentration Account Banks and the account number of the Concentration Account of the Transferor at the Concentration Account Bank, are specified in the Account Schedule (or at such other Special Account Banks, Intermediate Concentration Account Banks or Concentration Account Bank, with such other Special Accounts, Intermediate Concentration Accounts or Concentration Account or with such other Designated Account Agents as have been notified to the Agent in accordance with Section 5.2(e)).

ARTICLE IV

CONDITIONS PRECEDENT

SECTION 4.1.Conditions to Closing.  The effectiveness of this Agreement shall be subject to the conditions precedent that (i) all fees required to be paid on or prior to the date hereof pursuant to the Fee Letters or the separate renewal or up-front fee letters entered into between the Transferor and the respective Administrative Agents shall have been paid in full and (ii) each Administrative Agent (or, in the case of clause (n) below, the Administrative Agent(s) for the relevant Conduit Investor(s)) shall have received the following documents, instruments and agreements all of which shall be in a form and substance acceptable to each Administrative Agent:

(a)A copy of the resolutions of the Board of Directors of the Transferor certified by its Secretary approving the execution, delivery and performance by the Transferor of this Agreement, the Receivables Purchase Agreement and the other Transaction Documents to be delivered by the Transferor hereunder or thereunder.

(b)A copy of the resolutions of the Board of Directors of the Collection Agent certified by its Secretary approving the execution, delivery and performance by the Collection Agent of this Agreement and the other Transaction Documents to be delivered by the Collection Agent hereunder or thereunder.

(c)The Certificates of Incorporation of the Transferor certified by the Secretary of the Transferor dated the Effective Date.

(d)The Certificate of Incorporation of the Collection Agent certified by the Secretary of the Collection Agent dated the Effective Date.

(e)A Good Standing Certificate for the Transferor issued by the Secretary of State or a similar official of the Transferor’s jurisdiction of incorporation and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated a date reasonably prior to the Effective Date.

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(f)A Good Standing Certificate for the Collection Agent issued by the Secretary of State or a similar official of the Collection Agent’s jurisdiction of incorporation and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction when such qualification is material to the transactions contemplated by this Agreement and the Receivables Purchase Agreement and the other Transaction Documents, in each case, dated a date reasonably prior to the Effective Date.

(g)A Certificate of the Secretary of the Transferor substantially in the form of Exhibit L attached hereto.

(h)A Certificate of the Secretary of the Collection Agent substantially in the form of Exhibit L attached hereto.

(i)If requested by the Agent, copies of proper financing statements (Form UCC-1), dated a date reasonably near to the Effective Date naming the Transferor as the debtor in favor of the Agent, for the benefit of the Investors, as the secured party or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s undivided percentage interest in all Receivables and the Related Security and Collections relating thereto.

(j)An opinion of Douglas G. Kott, Vice President/Deputy General Counsel for FMCH, NMC and each Transferring Affiliate, acting as counsel to FMCH, the Transferor, the Collection Agent and the Originating Entities.

(k)An opinion of Arent Fox LLP counsel to FME KGaA, FMCH, the Transferor and the Seller, covering certain bankruptcy and general corporate matters.

(l)An executed copy of this Agreement and the Investor Fee Letter.

(m)An Amendment to the Transferring Affiliate Letter, the Receivables Purchase Agreement and the Parent Agreement, in the respective forms attached hereto as Exhibit P, duly executed and delivered by each of the parties thereto (and each of the parties hereto, by its execution of this Agreement, hereby consents to such execution and delivery).

(n)To the extent requested by any Conduit Investor, confirmation from each Rating Agency rating the Commercial Paper of such Conduit Investor or its Related CP Issuer that the execution and delivery of this Agreement and the transactions contemplated hereby will not result in the reduction or withdrawal of the then current rating of the Commercial Paper issued by such Conduit Investor or its Related CP Issuer.

(o)A Certificate of the Collection Agent certifying therein (i) true and correct copies of the forms of Contracts, (ii) a true and correct copy of the Credit and Collection Policy, (iii) a true and correct copy of the Account Schedule and (iv) a true and correct copy of the FI/MAC Schedule.

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(p)Such other documents, instruments, certificates and opinions as the Agent or any Administrative Agent shall reasonably request including each of the documents, instruments, certificates and opinion identified on the List of Closing Documents attached hereto as Exhibit S; it being understood that delivery of any Special Account Letter or control agreement in respect of any Special Accounts at KeyBank National Association, irrespective of any other covenant herein, shall not be required hereunder prior to March 4, 2013.

SECTION 4.2.Conditions to Funding an Incremental Transfer (NI).   It shall be a condition precedent to the funding of each Incremental Transfer (NI) (other than an Incremental Transfer (NI) of the type contemplated in Section 4.4 below) that:

(a)after giving effect to the payment to the Transferor of the applicable Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor;

(b)the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related thereto;

(c)an Investor Report shall have been delivered prior to such Incremental Transfer (NI) as required by Section 3.2 hereof; and

(d)in the case of any Incremental Transfer (NI) to be funded by the Bank Investors in any Related Group, either (x) such Bank Investors shall have previously accepted the assignment by the related Conduit Investor of all of its interest in the Affected Assets or (y) such Conduit Investor shall have had an opportunity to direct that such assignment occur on or prior to giving effect to such Incremental Transfer.

Acceptance of the proceeds of such funding shall be deemed to be a representation and warranty by the Transferor that each of the statements made in clauses (a), (b) and (c) above is then true.

SECTION 4.3.Conditions to Issuing and Modifying a Letter of Credit and an Incremental Transfer (L/C).  It shall be a condition precedent to the issuance of a Letter of Credit in connection with each Incremental Transfer (L/C) and to any L/C Modification that:

(a)after giving effect to the issuance of such Letter of Credit or such L/C Modification, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, (ii) the Percentage Factor would not exceed the Maximum Percentage Factor, (iii) the Net Investment and Letter of Credit Obligations of the Bank Investor that is the L/C Issuer in respect of such Letter of Credit would not exceed such Bank Investor’s Commitment; (iv) the aggregate Net Investment and Letter of Credit Obligations of such Bank Investor’s Related Group would not exceed the applicable Related Group Limit and (v) the Maximum Aggregate Face Amount of all Letters of Credit then outstanding would not exceed the Facility L/C Sublimit;

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(b)the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Incremental Transfer (L/C) and the issuance of the Letter of Credit related thereto or such L/C Modification, as applicable;

(c)an Investor Report shall have been delivered prior to such Incremental Transfer (L/C) as required by Section 3.2 hereof;

(d)(i) such Letter of Credit shall be in form and substance satisfactory to the applicable L/C Issuer and the Agent, and (ii) the Transferor shall have satisfied all conditions required by such L/C Issuer in connection with the issuance of such Letter of Credit, including the payment of all fronting, issuing and confirming fees due on or prior to the date of issuance thereof; and

(e)on issuance or after giving effect to such L/C Modification, as applicable, the expiry date of such Letter of Credit (including any scheduled or permitted extension thereof as contemplated in such Letter of Credit) shall not be later than the earlier to occur of (i) the date that is one year after the issuance thereof and (ii) the date occurring five (5) Business Days prior to the Commitment Termination Date.

Acceptance of such Letter of Credit or an L/C Modification shall be deemed to be a representation and warranty by the Transferor that each of the statements made in clauses (a), (b), (c) and (e) above is then true.

SECTION 4.4.Conditions to Funding an Incremental Transfer (NI) (Reimbursement Obligations).  It shall be a condition precedent to the funding of each Incremental Transfer (NI) the proceeds of which will be applied to any Reimbursement Obligation as contemplated in Section 2.19(c) that, after giving effect to such funding and the application of the proceeds thereof to such Reimbursement Obligation, (i) the sum of the Net Investment plus Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor.  The application of proceeds of funding to any Reimbursement Obligations shall be deemed to be a representation and warranty by the Transferor that each of the statements made in clauses (i) and (ii) above is then true.

ARTICLE V

COVENANTS

SECTION 5.1.Affirmative Covenants of Transferor.  At all times from the date hereof to the later to occur of (i) the Termination Date and (ii) the Final Collection Date, unless each Administrative Agent shall otherwise consent in writing:

(a)Financial Reporting.  The Transferor will, and will cause the Seller and 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 Administrative Agent:

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(i)  Annual Reporting.  As soon as available, but in any event within ninety-five (95) days after the end of each fiscal year of the Transferor, financial statements for the Transferor, including a balance sheet as of the end of such period, the related statement of income, retained earnings, shareholders’ equity and cash flows for such year prepared by the Transferor in accordance with GAAP, all certified by one of its officers.

(ii)  Quarterly Reporting.  As soon as available, but in any event within fifty (50) days after the end of each of the first three quarterly periods of the Transferor’s fiscal years, financial statements for the Transferor, including a balance sheet as at the close of each such period and a related statement of income and retained earnings for the period from the beginning of such fiscal year to the end of such quarter, all certified by one of its officers.

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 Certification.  Together with the financial statements required hereunder, a compliance certificate signed by the Transferor’s chief executive officer or its senior financial officer stating that (x) the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the Transferor and (y) to the best of such Person’s knowledge, no Termination Event or Potential Termination Event exists, or if any Termination Event or Potential Termination Event exists, stating the nature and status thereof.  In addition, each Investor Report delivered hereunder shall include a certification by the Transferor’s chief executive officer or senior financial officer stating that such Person has reviewed such Investor Report and the information upon which  such Investor Report was based and, based on such review, such Person has concluded that (1) the calculation of the Net Receivables Balance by the Collection Agent in such Investor Report is accurate and complete in all material respects, (2) the calculation of the aggregate unpaid amount of Reimbursement Obligations by the Collection Agent in such Investor Report is accurate and complete in all material respects and (3) such Investor Report is otherwise accurate and complete in all material respects.

(iv) Notice of Termination Events or Potential Termination Events.  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 each Termination Event or each Potential Termination Event, a statement of the chief executive officer or the senior financial officer of the Transferor setting forth details of such Termination Event or Potential Termination Event and the action which the Transferor proposes to take with respect thereto.

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

(vi)  Credit and Collection Policy.  On an annual basis, at least 30 days prior to the Commitment Termination Date, a complete copy of the Credit and Collection Policy then in effect, together with a summary of any material changes from the most recent Credit and Collection Policy delivered to the Administrative Agents pursuant to Section 4.1(o) or this Section 5.1(a).

(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 Transferor, the Seller or any ERISA Affiliate of the Transferor or 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 Transferor, the Seller or any ERISA Affiliates of the Transferor or 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 Transferor).

(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 execution by the applicable Administrative Agent of a confidentiality agreement in form and substance satisfactory to both the Transferor and such Administrative Agent, as soon as possible and in any event (A) within three Business Days after the Transferor (or within five Business Days after any Originating Entity) receives any subpoena, request for information, or any other document relating to any possible violation by the Transferor or any Originating Entity of, or failure by the Transferor or 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 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 any Administrative 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 the Transferor or any Originating Entity.

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(x)  Appointment or Removal of Independent Director.   The decision to appoint a new director of the Transferor as the “Independent Director” for purposes of this Agreement, or to remove any such director, such notice to be issued not less than ten (10) days prior to the effective date of such appointment or removal and, in the case of an appointment, to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director.”

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

(b)Conduct of Business.  The Transferor (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 Originating Entity to do each of the foregoing in respect of such Originating Entity.

(c)Compliance with Laws.  The Transferor will, and will cause each 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 Transferor will, and will cause each Originating Entity to, furnish to each Administrative Agent from time to time such information with respect to the Receivables as such Administrative Agent may reasonably request, including, without limitation, listings identifying the Obligor and the Outstanding Balance for each Receivable.  The Transferor will, and will cause each Originating Entity to, at any time and from time to time during regular business hours permit any Administrative Agent, or its 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 Transferor or such Originating Entity, as applicable, for the purpose of examining such Records, and to discuss matters relating to Receivables or the Transferor’s or such Originating Entity’s performance hereunder and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Transferor or such Originating Entity, as applicable, having knowledge of such matters.

(e)Keeping of Records and Books of Account.  The Transferor will, and will cause each 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

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Transferor will, and will cause each Originating Entity to, give each Administrative Agent notice of any material change in the administrative and operating procedures of the Transferor or such Originating Entity, as applicable, referred to in the previous sentence.

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

(g)Credit and Collection Policies.  The Transferor will, and will cause each 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; Intermediate Concentration Accounts; Concentration Account.  The Transferor shall (i) cause each Originating Entity to 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, and cause each Originating Entity to instruct, all Obligors to cause all collections to be deposited directly into a Special Account, (iii) report, and cause each Originating Entity to 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, (iv) establish and maintain a Concentration Account with the Concentration Account Bank, (v) instruct, and cause each Originating Entity to instruct (or to 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, (vi) 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 (vii) 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 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.

(i)Collections Received.  The Transferor shall, and shall cause each 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 thereafter (or, if such day is not a Business Day, the next Business Day) after its receipt thereof, to either the Intermediate Concentration

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Account or the Concentration Account all Collections received from time to time by the Transferor or such Originating Entity, as the case may be.

(j)Sale Treatment.  The Transferor will not, and will not permit any Originating Entity to, account for (including for accounting and tax purposes), or otherwise treat, the transactions contemplated by the Receivables Purchase Agreement, the Transferring Affiliate Letter in any manner other than as a sale of Receivables by the applicable Originating Entity to the Seller or Transferor, as applicable.  In addition, the Transferor shall, and shall cause each Originating Entity 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 transaction contemplated hereby, by the Receivables Purchase Agreement and by the Transferring Affiliate Letter, and the interest of the Transferor (in the case of the Seller’s financial statements), and the Agent, on behalf of the Investors, in the Affected Assets.

(k)Separate Business.  The Transferor shall at all times (a) to the extent the Transferor’s office is located in the offices of any Parent Group Member, pay fair market rent for its executive office space located in the offices of such Parent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the Transferor’s books, financial statements, accounting records and other corporate documents and records separate from those of any Parent Group Member or any other entity, (d) not commingle the Transferor’s assets with those of any Parent Group Member or any other entity, (e) act solely in its corporate name and through its own authorized officers and agents, (f) make investments directly or by brokers engaged and paid by the Transferor its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (g) separately manage the Transferor’s liabilities from those of the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (h) pay from the Transferor’s assets all obligations and indebtedness of any kind incurred by the Transferor.  The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities.  The Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of any Parent Group Member, (iii) not lend funds or extend credit to any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of any Parent Group Member.  The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not indicated by any controlling entity.  The Transferor shall not engage in any business not permitted by its Certificate of Incorporation as in effect on the Closing Date.  The Transferor shall maintain its Certificate of Incorporation and By-Laws in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(r) of this Agreement; and (2) its Certificate of Incorporation, at all times that this Agreement is in effect, provides for not

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less than ten (10) days’ prior written notice to each Administrative Agent of the removal, replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to any such replacement or appointment that each Administrative Agent shall have determined in its reasonable judgment acting in good faith that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”.  The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox LLP, as counsel for the Transferor, in connection with the Effective Date and relating to “non-consolidation” issues and “true sale” issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times.

(l)Corporate Documents.  The Transferor shall only amend, alter, change or repeal any provision of the Third, Fifth, Seventh, Tenth, Eleventh or Twelfth Article of its Certificate of Incorporation with the prior written consent of each Administrative Agent.

(m)Payment to the Originating Entities.  With respect to any Receivable purchased by the Transferor from the Seller, such sale shall be effected under, and in strict compliance with the terms of, the Receivables Purchase Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to the Seller by the Transferor in respect of the purchase price for such Receivable.  With respect to any Receivable purchased by the Seller from any Transferring Affiliate, the Transferor shall cause such sale to be effected under, and in strict compliance with the terms of, the Transferring Affiliate Letter, 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.

(n)Performance and Enforcement of the Receivables Purchase Agreement, etc.  The Transferor shall timely perform the obligations required to be performed by the Transferor, and shall vigorously enforce the rights and remedies accorded to the Transferor, under the Receivables Purchase Agreement.  The Transferor shall cause the Seller to timely perform the obligations required to be performed by the Seller, and shall cause the Seller to vigorously enforce the rights and remedies accorded to the Seller, under the Transferring Affiliate Letter.  The Transferor shall take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agent, each Administrative Agent and each of the Investors, as assignees of the Transferor) under the Receivables Purchase Agreement as any Administrative 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 Receivables Purchase Agreement.  The Transferor shall cause the Seller to take all actions to perfect and enforce the Seller’s rights and interests (and the rights and interests of the Transferor, the Agent, the Administrative Agent and each of the Investors, as assignees of the Seller) under the Transferring Affiliate Letter as any Administrative 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.

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SECTION 5.2.Negative Covenants of the Transferor.  At all times from the date hereof to the later to occur of (i) the Termination Date and (ii) the Final Collection Date, unless each Administrative Agent shall otherwise consent in writing:

(a)No Sales, Liens, Etc.  Except as otherwise provided herein and in the Receivables Purchase Agreement, the Transferor will not, and will not permit any Originating Entity to, 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) 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 the 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 Transferor will not, and will not permit any 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 Transferor will not, and will not permit any 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 Transferor will not, and will not permit any 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 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 Termination Event or Potential Termination Event would exist and (y) if the Seller is not the surviving corporation, each Administrative Agent shall have received a written agreement, in form and substance satisfactory to such Administrative Agent, executed by the Person resulting from such merger or consolidation, under which agreement such Person shall become the Seller and Collection Agent, and shall assume the duties, obligations and liabilities of the Seller, under the Receivables Purchase Agreement, this Agreement (in its capacity as Collection Agent hereunder), 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.

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

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

(ii) add, terminate or change the Concentration Account, or any bank as the Concentration Account Bank, from that listed in the Account Schedule, or make any change in the instructions contained in any Special Account Letter or any change in the instructions to the Concentration Account Bank; provided, however, that the Transferor may terminate the then existing Concentration Account Bank and appoint a new Concentration Account Bank if, prior to such termination and appointment, each Administrative Agent shall receive (i) ten Business Days’ prior notice of such termination and appointment and (ii) prior to the effective date of such termination and appointment, (x) for each Special Account where the Special Account Bank was previously remitting Collections directly to the Concentration Account, an executed copy of a Special Account Letter (executed by the applicable Originating Entity and the applicable Special Account Bank) instructing such Special Account Bank to transfer to the new Concentration Account or an Intermediate Concentration Account  prior to the close of business on each banking day all Collections on deposit during such banking day in such Special Account; (y) for each Intermediate Concentration Account, an executed amendment to the applicable Intermediate Concentration Account Agreement (executed by the Transferor and the applicable Intermediate Concentration Account Bank) instructing such Intermediate Concentration Account Bank to transfer to the new Concentration Account prior to the close of business on each banking day all Collections on deposit during such banking day in such Intermediate Concentration Account, and (z) a copy of a Concentration Account Agreement executed by the new Concentration Account Bank and the Transferor; or

(iii)  add or terminate any Person as a Designated Account Agent from those listed in the Account Schedule, 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 Transferor may permit the (A) addition of 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 each Administrative Agent of written notice of such addition and an Account Agent Agreement duly executed by such Person and an updated Account Schedule reflecting such addition, and (B) termination of any Designated Account Agent at any time following delivery to each Administrative Agent of written notice of such termination, an updated Account Schedule reflecting such termination and evidence satisfactory to each Administrative Agent that either an Originating Entity or a new Designated Account

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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; or

(iv)  add, terminate or change any Intermediate Concentration Account, or any bank as an Intermediate Concentration Account Bank, or make any change in the instructions to any Intermediate Concentration Account Bank; provided, however, that the Transferor may terminate any then existing Intermediate Concentration Account Bank or appoint a new Intermediate Concentration Account Bank if, prior to such termination or appointment, each Administrative Agent shall receive (i) ten Business Days’ prior notice of such termination or appointment and (ii) prior to the effective date of such termination or appointment, (x) executed copies of Special Account Letters (in each case, executed by the applicable Originating Entity and the applicable Special Account Bank with which the Intermediate Concentration Account that is being terminated or added was or is to be maintained) instructing the Special Account Bank to transfer to the new Intermediate Concentration Account at such Special Account Bank or directly to the Concentration Account, in either case prior to the close of business on each banking day, all Collections on deposit during such banking day in the Special Accounts at such Special Account Bank, and (y) in the case of the addition of a new Intermediate Concentration Account, a copy of an Intermediate Concentration Account Agreement executed by the new Intermediate Concentration Account Bank and the Transferor; and provided, further, that the Transferor may change its instructions to any Intermediate Concentration Account Bank as and to the extent required pursuant to clause (ii) above in connection with the establishment of any new Concentration Account.

(f)Deposits to Special Accounts and the Concentration Account.  The Transferor will not, and will not permit any of the 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.

(g)Change of Name, Etc.  The Transferor will not, and will not permit any Originating Entity to, change its name, identity or structure or the location of its chief executive office or jurisdiction of organization, unless at least 10 days prior to the effective date of any such change the Transferor delivers to each Administrative Agent (i) such documents, instruments or agreements, executed by the Transferor and/or the affected Originating Entities, as are necessary to reflect such change and to continue the perfection of the Agent’s ownership interests or security interest in the Affected Assets and (ii) new or revised Special Account Letters executed by the Special Account Banks which reflect such change and enable the Agent to continue to exercise its rights contained in Section 2.8 hereof.  The Transferor will not, and will not permit any Originating Entity to, change its jurisdiction of organization to a jurisdiction other than a State within the United States.

(h)Amendment to Receivables Purchase Agreement, Etc.  The Transferor will not, and will not permit any Originating Entity to, (i) amend, modify, or supplement the Receivables Purchase Agreement, the Transferring Affiliate Letter or any

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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 Agent and each Administrative Agent; nor shall the Transferor take, or permit any Originating Entity to take, any other action under any of the Initial Transfer Documents that shall have a material adverse affect on the Agent, any Administrative Agent or any Investor or which is inconsistent with the terms of this Agreement.

(i)Other Debt.  Except as provided for herein, the Transferor will not create, incur, assume or suffer to exist any indebtedness whether current or funded, or any other liability other than (i) indebtedness of the Transferor representing fees, expenses and indemnities arising hereunder or under the Receivables Purchase Agreement for the purchase price of the Receivables under the Receivables Purchase Agreement, and (ii) other indebtedness incurred in the ordinary course of its business in an amount not to exceed $12,500 at any time outstanding.

(j)ERISA Matters.  The Transferor will not, and will not permit any 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 Transferor, 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 Transferor, 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 Transferor, in the aggregate, involve a payment of money or an incurrence of liability by the Transferor, any Originating Entity or any ERISA Affiliate thereof, in an amount in excess of $500,000.

SECTION 5.3.Affirmative Covenants of the Collection Agent.  At all times from the date hereof to the later to occur of (i) the Termination Date and (ii) the Final Collection Date, unless each Administrative Agent shall otherwise consent in writing.

(a)Conduct of Business.  The Collection Agent 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.

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(b)Compliance with Laws.  The Collection Agent will 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.

(c)Furnishing of Information and Inspection of Records.  The Collection Agent will furnish to each Administrative Agent from time to time such information with respect to the Receivables as such Administrative Agent may reasonably request, including, without limitation, listings identifying the Obligor and the Outstanding Balance for each Receivable.  The Collection Agent will, at any time and from time to time during regular business hours permit any Administrative Agent, or its agents or representatives, (i) to examine and make copies of and take abstracts from all Records and (ii) to visit the offices and properties of the Collection Agent for the purpose of examining such records, and to discuss matters relating to Receivables or the Transferor’s, the Originating Entities’ or the Collection Agent’s performance hereunder and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Collection Agent having knowledge of such matters.

(d)Keeping of Records and Books of Account.  The Collection Agent will 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 Collection Agent will give each Administrative Agent notice of any material change in the administrative and operating procedures of the Collection Agent referred to in the previous sentence.

(e)Notice of Agent’s Interest.  The Collection Agent shall cause its master data processing records, computer tapes, files and other documents or instruments provided to, developed by or otherwise maintained by the Collection Agent in connection with any Transfer or otherwise for purposes of the transactions contemplated in this Agreement to disclose conspicuously the Transferor’s ownership of the Receivables and the Agent’s interest therein.

(f)Credit and Collection Policies.  The Collection Agent will comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g)Collections.  The Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly to a Special Account and shall take, or omit to take, all actions in respect of Obligors, the Special Account Banks, Intermediate Concentration Account Banks and the Concentration Account Bank solely in a manner that is consistent with the terms of this Agreement, including, without limitation, Sections 2.8, 5.1(h), 5.2(e) and 5.2(f) hereof.

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(h)Collections Received.  The Collection Agent shall segregate and hold in trust, and deposit, immediately, but in any event not later than the day that occurs forty-eight (48) hours thereafter (or, if such day is not a Business Day, the next Business Day) after its receipt thereof, either to the Intermediate Concentration Account or to the Concentration Account all Collections received from time to time by the Collection Agent.

SECTION 5.4.Negative Covenants of the Collection Agent.  At all times from the date hereof to the later to occur of (i) the Termination Date and (ii) the Final Collection Date, unless each Administrative Agent shall otherwise consent in writing:

(a)No Extension or Amendment of Receivables.  Except as otherwise permitted in Section 6.2 hereof, the Collection Agent will not extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

(b)No Change in Business or Credit and Collection Policy.The Collection Agent will not 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.

(c)No Mergers, Etc.  Except as otherwise permitted under Section 5.2(d), the Collection Agent will not (i) consolidate or merge with or into any other Person, or (ii) sell, lease or transfer all or substantially all of its assets to any other Person.

(d)Deposits to Accounts.  The Collection Agent will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Special Account or Concentration Account cash or cash proceeds other than Collections of Receivables.

ARTICLE VI

ADMINISTRATION AND COLLECTION

SECTION 6.1.Appointment of Collection Agent.  The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1.  Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof.  The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder.  The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a

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Collection Agent Default or any other Termination Event designate as Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction.  The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder.

SECTION 6.2.Duties of Collection Agent.

(a)The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy.  Each of the Transferor, the Agent, the Administrative Agents and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets.  To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Transferor’s and/or any Originating Entity’s name and on behalf of the Transferor necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or any Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts.  The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent hereunder to exercise such power.  The Collection Agent shall set aside for the account of the Transferor and the Agent (for the benefit of the Investors) their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof.  The Collection Agent shall segregate and deposit to each Administrative Agent’s account such Administrative Agent’s allocable share of Collections of Receivables when required pursuant to Article II hereof.  So long as no Termination Event shall have occurred and be continuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable.  The Transferor shall deliver to the Collection Agent and the Collection Agent shall hold in trust for the Transferor, and the Agent, on behalf of the Investors, in accordance with their respective interests, all Records which evidence or relate to Receivables or Related Security.  Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related

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Security.  The Collection Agent shall not make the Agent, any Administrative Agent or any of the Investors a party to any litigation without the prior written consent of such Person.

(b)The Collection Agent shall, as soon as practicable following receipt thereof, turn over to the Transferor any collections of any indebtedness of any Person which is not on account of a Receivable.  If the Collection Agent is not NMC or an Affiliate thereof, the Collection Agent, with the prior written consent of each Administrative Agent, may revise the percentage used to calculate the Servicing Fee to such other percentage as may be approved in writing by each Administrative Agent, provided, however, that, unless otherwise agreed in writing by each Administrative Agent, at any time after the Percentage Factor equals or exceeds 100%, any compensation to the Collection Agent in excess of the Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, in whole or in part, from the Collections allocated to or for the benefit of any of the Investors hereunder.  The Collection Agent, if other than NMC, shall as soon as practicable upon demand, deliver to the Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable.

(c)On or before June 30 of each calendar year, the Collection Agent shall cause a firm of independent public accountants (who may also render other services to the Collection Agent, the Transferor, the Seller or any Affiliates of any of the foregoing), or such other Person as may be approved by each Administrative Agent (any of the foregoing being an “Auditor”), to furnish a report to each Administrative Agent in accordance with the procedures set forth on Exhibit T.

(d)Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent, if not the Transferor or NMC, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any indebtedness that is not included in the Transferred Interest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2 (b) hereof.

SECTION 6.3.Right After Designation of New Collection Agent.  At any time following the designation of a Collection Agent (other than the Transferor, the Seller or any Affiliate of the Transferor or the Seller) pursuant to Section 6.1 hereof:

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

(ii)  The Transferor shall, at the Agent’s request and at the Transferor’s expense, give notice of the Agent’s, the Transferor’s and/or the Bank Investors’ ownership of Receivables to each Obligor and direct that payments be made directly to the Agent or its designee.

(iii)  The Transferor shall, at the Agent’s request, (A) assemble all of the Records, and shall make the same available to the Agent or its designee at a place selected by 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 Agent and shall, promptly upon receipt, remit all such cash,

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checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.

(iv)  The Transferor hereby authorizes the Agent to take, to the extent permitted by applicable law, any and all steps in the Transferor’s or any Originating Entity’s name (which power, in the case of each Originating Entity, the Transferor is authorized to grant pursuant to authority granted to the Transferor under the Receivables Purchase Agreement) and on behalf of the Transferor and such Originating Entity necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s or such Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts.

Notwithstanding the foregoing clauses (i), (ii), (iii) and (iv), the Agent shall not at any time direct, or cause the Transferor or 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 the Transferor or any Originating Entity in respect of such Receivables or Related Security directly to either the Intermediate Concentration Account or the Concentration Account or to the Agent or its designee, 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.Collection Agent Default.  The occurrence of any one or more of the following events shall constitute a Collection Agent Default:

(a)(i)  the Collection Agent or, to the extent that the Transferor, the Seller or any Affiliate of the Transferor or the Seller is then acting as Collection Agent, the Transferor, the Seller or such Affiliate, as applicable, shall fail to observe or perform any term, covenant or agreement to be observed or performed (A) under Section 5.3(d), 5.3(g) or 5.3(h) or Section 5.4, or (B) under Section 5.3 (other than subsection (d), (g) or (h) thereof) and such failure shall continue for five (5) days, or (ii)  the Collection Agent or, to the extent that the Transferor, the Seller or any Affiliate of the Transferor, or the Seller is then acting as Collection Agent, the Transferor, the Seller or such Affiliate, as applicable, shall fail to observe or perform any term, covenant or agreement hereunder (other than as referred to in clause (i) or (iii) of this Section 6.4(a)) or under any of the other Transaction Documents to which such Person is a party or by which such Person is bound, and such failure shall remain unremedied for ten (10) days, or (iii) the Collection Agent or, the extent that the Transferor, the Seller or any Affiliate of the Transferor, or the Seller is then acting as Collection Agent, the Transferor, the Seller or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it hereunder when due or the Collection Agent shall fail to observe or perform any term, covenant or agreement on the Collection Agent’s part to be performed under Section 2.8(b) hereof; or

(b)any representation, warranty, certification or statement made by the Collection Agent or the Transferor, the Seller or any Affiliate of the Transferor or the Seller (in the event that the Transferor, the Seller or such Affiliate is then acting as the Collection Agent) in this Agreement, the Receivables Purchase Agreement, the Transferring Affiliate Letter or in any of the other Transaction Documents or in any certificate or report delivered by it

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pursuant to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made; or

(c)failure of the Collection Agent or any of its Subsidiaries, FME KGaA, or FMCH to pay when due any amounts due under any agreement under which any Indebtedness greater that $50,000,000  is governed; or the default by the Collection Agent or any of its Subsidiaries, FME KGaA or FMCH in the performance of any term, provision of condition contained in any agreement under which any Indebtedness greater than $50,000,000 was created or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement; or any Indebtedness of the Collection Agent or any of its Subsidiaries, FME KGaA or FMCH greater than $50,000,000 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 scheduled date of maturity thereof; or

(d)any Event of Bankruptcy shall occur with respect to the Collection Agent or any of its Subsidiaries; provided that in the case of any immaterial Subsidiary of the Collection Agent, if an Event of Bankruptcy shall have occurred by reason of any institution of an involuntary proceeding against such Subsidiary, such Event of Bankruptcy shall not constitute a Collection Agent Default unless such proceeding shall have remained undismissed or unstayed for a period of 60 days; or

(e)there shall have occurred any material adverse change in the operations of the Collection Agent since the end of the last fiscal year ending prior to the date of its appointment as Collection Agent hereunder or any other event shall have occurred which, in the commercially reasonable judgment of any Administrative Agent, materially and adversely affects the Collection Agent’s ability to either collect the Receivables or to perform under this Agreement.

SECTION 6.5.Responsibilities of the Transferor.  Anything herein to the contrary notwithstanding, the Transferor shall, and/or shall cause each Originating Entity to, (i) perform all of each Originating Entity’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 Receivables Purchase Agreement, as applicable, and the exercise by the Agent, any Administrative Agent and the Investors of their rights hereunder and under the Transferring Affiliate Letter and the Receivables Purchase Agreement shall not relieve the Transferor or 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 Agent nor any of the Investors or the Administrative Agents 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.

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ARTICLE VII

TERMINATION EVENTS

SECTION 7.1.Termination Events.  The occurrence of any one or more of the following events shall constitute a Termination Event:

(a)the Transferor or the Collection Agent shall fail to make any payment or deposit to be made by it hereunder or under the Receivables Purchase Agreement when due hereunder or thereunder; or

(b)any representation, warranty, certification or statement made or deemed made by the Transferor in this Agreement, by FME KGaA or FMCH under the Parent Agreement, or by the Transferor, 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 Transferor or the Collection Agent 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 Termination Event 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 Termination Event unless a senior officer of the Seller or the Transferor (including, in each case, the Treasurer, any Assistant Treasurer, General Counsel or any assistant or associate general counsel of such Person) shall have known of the occurrence of such Potential Termination Event 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), 5.1(l), 5.2(a), 5.2(c), 5.2(d), 5.2(e), 5.2(f), 5.2(g), 5.2(h), 5.2(i) or 6.3; 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)(i) failure of the Transferor to pay when due any amounts due under any agreement relating to Indebtedness to which it is a party; or the default by the Transferor in the performance of any term, provision or condition contained in any agreement relating to Indebtedness to which it is a party regardless of whether such event is an “event of default” or “default” under any such agreement; or any Indebtedness owing by the Transferor shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (ii) failure of the Seller, FMCH,

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FME KGaA 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 $50,000,000 is governed; or the default by the Seller, FMCH, FME KGaA 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, FMCH, FME KGaA or any Transferring Affiliate greater than $50,000,000 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, FMCH, FME KGaA or any Transferring Affiliate greater than $50,000,000 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 Transferor, any Originating Entity, FME KGaA, FMCH or NMC; provided that, in the case of any Event of Bankruptcy relating to any Transferring Affiliate, such Event of Bankruptcy shall not constitute a Termination Event hereunder if at such time the Percentage Factor does not exceed the Maximum Percentage Factor after reducing the Net Receivables Balance by an amount equal to the aggregate Outstanding Balance of all Receivables otherwise included in the calculation of 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)the Agent, on behalf of the Investors, shall, for any reason, fail or cease to have a valid and perfected first priority ownership or security interest in the Affected Assets free and clear of any Adverse Claims; or the Transferor shall, for any reason, fail or cease to have all right, title and interest in and to all Receivables, Related Security and Collections, free and clear of any Adverse Claim, subject only to the interests therein of the Agent, on behalf of the Investors; or

(g)a Collection Agent Default shall have occurred; or

(h)the Transferring Affiliate Letter, the Receivables Purchase 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 Agent, any Administrative Agent or any Investor) shall fail to perform any material term, provision or condition contained in any Transaction Document on its part to be performed or a default shall otherwise occur thereunder; or

(i)any of FMCH, NMC, the Transferor or the Seller shall enter into any transaction or merger whereby it is not the surviving entity; or

(j)there shall have occurred any material adverse change in the operations of any of FMCH, NMC, the Transferor or the Seller since December 31, 2011 or any other Material Adverse Effect shall have occurred; or

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(k)(i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment or increases the balance of the Affected Assets on the next Business Day so as to reduce the Percentage Factor to less than or equal to the Maximum Percentage Factor or (ii) the sum of the portion of the Net Investment held by the Investors in any Related Group and the Letter of Credit Obligations owing to the Bank Investor in such Related Group shall exceed the applicable Related Group Limit at any time; or

(l)the average Dilution Ratio for any three (3) consecutive calendar months exceeds 9.5%; or

(m)the average Loss-to-Liquidation Ratio for any three (3) consecutive calendar months exceeds 6.0%; or

(n)the average Default Ratio for any three (3) consecutive calendar months exceeds 3.50%; or

(o)a default or breach shall occur under the Parent Agreement (including, without limitation, a default or breach with respect to any financial covenant or other undertaking set forth therein); 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

(p)(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 20.00% of the total Voting Stock of FMCH); or (iv) a Change of Control shall occur; or

(q)FME KGaA’s long-term public senior debt securities shall be rated lower than B+ by Standard & Poor’s or B1 by Moody’s, or neither Standard & Poor’s nor Moody’s shall rate such securities; or

(r)Any Person shall be appointed as, or removed as, an Independent Director of the Transferor without prior notice thereof having been given to each Administrative Agent in accordance with Section 5.1(a)(x) or without the written acknowledgement by each Administrative Agent that such Person conforms, to the satisfaction of each Administrative Agent, with the criteria set forth in the definition herein of “Independent Director”.

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SECTION 7.2.Termination.  (a) Upon the occurrence of any Termination Event, the Agent may, and at the direction of any Administrative Agent or the Majority Investors shall, by notice to the Transferor and the Collection Agent declare the Termination Date to have occurred; provided, however, that in the case of any event described in Section 7.1(e), 7.1(f), 7.1(k)(ii) or 7.1(p) above, the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event.  Upon any such declaration or automatic occurrence, the Agent 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.

(b)At all times after the occurrence and during the continuation of a Termination Event or the declaration or automatic occurrence of the Termination Date pursuant to Section 7.2(a), the Base Rate plus 2.50% shall be the Tranche Rate applicable to the Net Investment for all existing and future Tranches and shall be the rate at which RO Interest accrues.

ARTICLE VIII

INDEMNIFICATION; EXPENSES; RELATED MATTERS

SECTION 8.1.Indemnities by the Transferor.  Without limiting any other rights which the Agent, the Administrative Agents or the Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Investors, the Agent, the Administrative Agents, the Collateral Agents, the Liquidity Providers and the Credit Support Providers and their respective successors and permitted assigns 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 a Liquidity Provider, a Credit Support Provider, the Agent, an Administrative Agent or a Collateral Agent, 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 Transferor 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 Agent or any Investor of the Transferred Interest 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 Transferor 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 Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter,

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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 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 (x) to vest and maintain vested in the Agent, on behalf of the Investors, an undivided first priority, perfected percentage ownership interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Affected Assets as contemplated pursuant to Section 10.11, 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 to perform its duties or obligations in accordance with the provisions hereof; 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 Percentage Factor exceeding the Maximum Percentage Factor at any time;

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(xi)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;

(xii)any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made;

(xiii)the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds;

(xiv)any investigation, litigation or proceeding instituted by or against a Person other than such Indemnified Party related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Originating Entity, the ownership of Transferred Interests, or any Receivable, Related Security or Contract;

(xv)the failure of any Special Account Bank, Designated Account Agent, Intermediate Concentration Account Bank or the Concentration Account Bank 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 Transferor, any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement) whether by reason of the exercise of set-off rights or otherwise;

(xvi)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 Transferor or the Seller to qualify to do business or file any notice of business activity report or any similar report;

(xvii)any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, 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 under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;

(xviii)any action taken by the Transferor, any 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 a Credit Support Agreement or the credit support furnished by the Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that

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

(xix)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 Transferor or any Parent Group Member;

(xx)any failure by the Transferor 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; or

(xxi)without duplication of amounts already payable pursuant to Section 2.9, any cancellation or voiding of a Receivable or other Contractual Adjustment.

SECTION 8.2.Indemnity for Taxes, Reserves and Expenses.  If after the date hereof, the adoption of any Law or Bank Regulatory Guideline or any amendment or change in the interpretation of any existing or future Law or Bank Regulatory Guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any Bank Regulatory Guideline, whether or not having the force of Law):

(i)shall subject any Indemnified Party to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Liquidity Provider Agreement or the credit support furnished by a Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Receivables (except for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);

(ii)shall impose, modify or deem applicable any reserve, assessment, fee, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended

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by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Liquidity Provider Agreement or the credit support provided by a Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Receivables; or

(iii)imposes upon any Indemnified Party any other expense (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Liquidity Provider Agreement or the credit support furnished by a Credit Support Provider or otherwise in respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder, a Liquidity Provider Agreement or a Credit Support Agreement, by an amount deemed by such Indemnified Party to be material,

then, within ten (10) days after demand by such Indemnified Party through any Administrative Agent, the Transferor shall pay to such Administrative Agent for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such tax, increased cost or reduction.

The term “Bank Regulatory Guideline” shall mean (i) the adoption after the date hereof of any applicable law, rule, guideline or regulation (including any applicable law, rule, guideline or regulation regarding capital adequacy or liquidity coverage) or any change therein after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency; provided that for purposes of this definition, (x) the United States bank regulatory rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modification to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted on December 15, 2009, (y) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (z) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, shall in each case be deemed to be a “Bank Regulatory Guideline”, regardless of the date enacted, adopted, issued or implemented.

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(a)If any Indemnified Party shall have determined that after the date hereof, the adoption of any applicable Law or Bank Regulatory Guideline regarding capital adequacy or accounting principles, or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in each case of any Bank Regulatory Guideline or accounting principles, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto or otherwise as a consequence of the transactions contemplated hereby to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand by such Indemnified Party through any Administrative Agent, the Transferor shall pay to such Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.  For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 8.2(b).

(b)Each Administrative Agent will promptly notify the Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 8.2.  A notice by an Administrative Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.  In determining such amount, such Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.

(c)Anything in this Section 8.2 to the contrary notwithstanding, if a Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other Transferors, such Conduit Investor shall allocate the liability for any amounts under this Section 8.2 which are in connection with a Credit Support Agreement or the credit support provided by the Credit Support Provider (“Section 8.2 Costs”) to the Transferor and each Other Transferor; provided, however, that if such Section 8.2 Costs are attributable to any Parent Group Member and not attributable to any Other Transferor, the Transferor shall be solely liable for such Section 8.2 Costs or if such  Section 8.2 Costs are attributable to Other Transferors and not attributable to any Parent Group Member, such Other Transferors shall be solely liable for such Section 8.2 Costs.

(d)If any Indemnified Party in a Related Group makes a claim for payment pursuant to this Section 8.2, then the Transferor may, at its option, remove such Related Group and terminate the Commitments of the Investors in such Related Group by (A) paying to the Administrative Agent for such Related Group an amount (the “Payoff Amount”) equal to the sum of (i) the portion of the Net Investment funded by the Investors in such Related Group, (ii) all Discount accrued and to accrue thereon through the last day of the applicable Yield Period(s) to which such Net Investment has been allocated and (iii) all other Aggregate Unpaids owing to the members of such Related Group under the Transaction Documents accrued through the date of such payment (including, without limitation, amounts payable pursuant to this Section 8.2

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accrued through the date of payment) and (B) if any Bank Investor in such Related Group shall have issued any Letters of Credit hereunder that then remain outstanding (“Designated Letters of Credit”), providing to such Bank Investor a letter of credit in form and substance satisfactory to such Bank Investor issued by a commercial bank having a credit rating not less than the credit rating of such Bank Investor, which letter of credit shall be in a stated amount equal to the aggregate stated amount of the Designated Letters of Credit issued by such Bank Investor and shall permit drawings thereunder by such Bank Investor at the time of, and in the amount of, each drawing under any Designated Letter of Credit.  Any such removal and termination shall be made upon not less than five (5) Business Days notice delivered by the Transferor to the applicable Administrative Agent.  The Payoff Amount for any Related Group shall be calculated by the Administrative Agent and notified to the Transferor, which calculation shall be conclusive and binding absent manifest error.  Upon such removal and termination, (x) the members of such Related Group shall cease to be parties to this Agreement and the Commitments of all Bank Investors in such Related Group shall be reduced to zero and (y) the Facility Limit will be reduced by an amount equal to the Commitments (determined immediately prior to such termination) of the Bank Investors, in such Related Group.

SECTION 8.3.Taxes.   All payments made hereunder by the Transferor or the Collection Agent (each, a “Payor”) to any Investor, any Administrative Agent or the Agent (each, a “Recipient”) shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority on any recipient (or any assignee of such parties) (such non-excluded items being called “Taxes”), but excluding franchise taxes and taxes imposed on or measured by the recipient’s net income or gross receipts (“Excluded Taxes”).  In the event that any withholding or deduction from any payment made by the Payor hereunder is required in respect of any Taxes, then such Payor shall:

(i)pay directly to the relevant authority the full amount required to be so withheld or deducted;

(ii)promptly forward to each Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authority; and

(iii)pay to the Recipient such additional amount or amounts as is necessary to ensure that the net amount actually received by the Recipient will equal the full amount such Recipient would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against any Recipient with respect to any payment received by such Recipient hereunder, the Recipient may pay such Taxes and the Payor will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be necessary in order that the net amount received by the Recipient after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Recipient would have received had such Taxes not been asserted.  Notwithstanding the foregoing, the Payor shall not be obligated to pay any such additional amounts pursuant to clause (iii) above or pursuant to the immediately preceding sentence to a Bank Investor that is not organized under the laws of the

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United States of America or a state thereof if such Bank Investor shall have failed to comply with the requirements of paragraph (b) of this Section 8.3 as of the time such Taxes are due and payable.

If the Payor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Recipient the required receipts or other required documentary evidence, the Payor shall indemnify the Recipient for any incremental Taxes, interest, or penalties that may become payable by any Recipient as a result of any such failure.

(a)Each Investor that is not incorporated under the laws of the United States of America or a state thereof shall:

(X)(i)on or before the date of any payment by a Payor to such Investor, deliver to such Payor, the Agent and the Administrative Agent for its Related Group (A) two (2) duly completed copies of United States Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be, certifying that it is entitled to receive payments hereunder without deduction or withholding of any United States federal income taxes and (B) an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax;

(ii)deliver to each Payor, the Agent and the Administrative Agent for its Related Group two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to such Payor; and

(iii)obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by either Payor, the Agent or the Administrative Agent for its Related Group; or

(Y)Each Investor or transferee that is not a “bank” under Section 881(c)(3)(A) of the Internal Revenue Code thereof shall:

(i)on or before the date it becomes a party hereto (or, in the case of a participant, on or before the date such participant becomes a participant hereunder), deliver to each Payor, the Agent and the Administrative Agent for its Related Group (i) a statement under penalties of perjury that such Investor or transferee (x) is not a “bank” under Section 881(c)(3)(A) of the Internal Revenue Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements, (y) is not a 10-percent shareholder within the meaning of Section 811(c)(3)(B) of the Internal Revenue Code and (z) is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code and (ii) a

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properly completed and duly executed Internal Revenue Service Form W-8 or applicable successor form;

(ii)deliver to each Payor, the Agent and its Administrative Agent two further properly completed and duly executed copies of such Form W-8 expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to such Payor or upon the request of such Payor; and

(iii)obtain such extensions of time for filing and completing such forms or certifications as may be reasonably requested by either Payor, the Agent or its Administrative Agent;

unless in any such case any change in treaty, law or regulation has occurred after the date such Person becomes an Investor hereunder which renders all such forms inapplicable or which would prevent such Investor from duly completing and delivering any such form with respect to it and such Investor so advises each Payor, the Agent and its Administrative Agent.  Each Person that shall become an Investor or a participant of an Investor pursuant to subsection 10.6 shall, upon the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this subsection, provided that in the case of a participant of an Investor the obligations of such participant of an Investor pursuant to this subsection (b) shall be determined as if the participant of an Investor were an Investor except that such participant of an Investor shall furnish all such required forms, certifications and statements to the Investor from which the related participation shall have been purchased.

SECTION 8.4.Other Costs, Expenses and Related Matters.   The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors, the Administrative Agents and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys’, accountants’, rating agencies’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any of the Investors, the Administrative Agents and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, any Administrative Agent or the Agent (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 Transferred Interest) 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 any Investor’s, any Administrative Agent’s, the Agent’s or any Collateral Agent’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest 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 (all of such amounts, collectively, “Transaction Costs”).

(a)With respect to any Tranche to which all or any portion of the Net Investment held by any of the Investors in a Related Group has been allocated, the Transferor shall pay to the Administrative Agent for such Related Group, for the account of each applicable

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Investor, on demand any Early Collection Fee due on account of the reduction of such Tranche on a day prior to the last day of its Tranche Period (or, in the case of a CP Tranche Period, on or prior to the maturity date for the Commercial Paper allocated to fund or maintain such Net Investment).

SECTION 8.5.Reconveyance Under Certain Circumstances.  The Transferor agrees to accept the reconveyance from the Agent, on behalf of the applicable Investors, of the Transferred Interest if the Agent or any Administrative Agent notifies Transferor of a material breach of any representation or warranty made or deemed made pursuant to Article III of this Agreement and Transferor shall fail to cure such breach within 15 days (or, in the case of the representations and warranties in Sections 3.1(d) and 3.1(j), 3 days) of such notice.  The reconveyance price shall be paid by the Transferor to the Agent, for the account of the applicable Investors, as applicable, in immediately available funds on such 15th day (or 3rd day, if applicable) in an amount equal to the Aggregate Unpaids; provided that if such 15th day (or 3rd day) is not a Business Day, such reconveyance and the related payment shall be made on the next following Business Day.

ARTICLE IX

THE AGENT; BANK COMMITMENT; THE ADMINISTRATIVE AGENTS

SECTION 9.1.Authorization and Action.  (a)  Each Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto.  In furtherance, and without limiting the generality, of the foregoing,  each Investor hereby appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent may deem necessary or appropriate or that any Investor may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove.  The Majority Investors may direct the Agent to take any such incidental action hereunder.  With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Majority Investors; provided, however, the Agent  shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise.  Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Agent shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Majority Investors (which consent shall not be unreasonably withheld or delayed).  The Agent shall not, without the prior written consent of all Bank Investors, agree to

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(i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of Discount or fees payable hereunder to the Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee (other than as permitted pursuant to Section 6.2(b)), (C) modify any provisions of this Agreement or the Receivables Purchase Agreement or the Parent Agreement relating to the timing of payments required to be made by the Transferor, any Originating Entity, FME KGaA or FMCH or the application of the proceeds of such payments, (D) permit the appointment of any Person (other than the Agent) as successor Collection Agent, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein) or (F) extend or permit the extension of the Commitment Termination Date without the consent of each Bank Investor.  The Agent shall not, without the prior written consent of each Administrative Agent, agree to amend, modify or waive any provision of this Agreement, the Transferring Affiliate Letter, the Receivables Purchase Agreement or the Parent Agreement.  The Agent shall not agree to any amendment of this Agreement which increases the dollar amount of any Investor’s Commitment without the prior consent of such Investor.  In addition, the Agent shall not agree to any amendment of this Agreement not specifically described in the two preceding sentences without the consent of the Majority Investors (which consent shall not be unreasonably withheld or delayed).  In the event the Agent requests any Investor’s consent pursuant to the foregoing provisions and the Agent does not receive a consent (either positive or negative) from such Investor within 10 Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunder.

(b)The Agent shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

SECTION 9.2.Agent’s Reliance, Etc.  Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct.  Without limiting the foregoing, the Agent:  (i) may consult with legal counsel (including counsel for any Parent Group Member), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Investor and shall not be responsible to any Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any Parent Group Member or the Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the Collection Agent; (iv) shall not be responsible to any Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing

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(which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 9.3.Credit Decision.  Each Investor acknowledges that it has, independently and without reliance upon the Agent, any Administrative Agent, any Affiliate of an Administrative Agent or any other Investor and based upon such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and the other Transaction Documents to which it is a party and, if it so determines, to accept the transfer to the Agent on its behalf of any undivided ownership interest in the Affected Assets hereunder.  Each Investor also acknowledges that it will, independently and without reliance upon the Agent, any of the Agent’s Affiliates or any other Investor and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction Documents to which it is a party.

SECTION 9.4.Indemnification of the Agent.  The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Transferor), ratably in accordance with their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement, any Letter of Credit or any other Transaction Document or any action taken or omitted by the Agent hereunder or thereunder, provided that the Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct.  Without limitation of the foregoing, the Bank Investors agree to reimburse the Agent, ratably in accordance with their respective Commitments, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred, in the determination of the Agent, in the interests of or otherwise in respect of the Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Transferor.  Solely for purposes of this Section 9.4, (i) the Administrative Agent for Salisbury shall be deemed to be a Bank Investor having a Commitment equal to the Commitment of Salisbury and (ii) Salisbury shall not be deemed to be a Bank Investor.

SECTION 9.5.Successor Agent.  The Agent may resign at any time by giving written notice thereof to each Investor and the Transferor and may be removed at any time with cause by the Majority Investors.  Upon any such resignation or removal, the Majority Investors shall appoint a successor Agent.  Each Investor agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Agent.  If no such successor Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Majority Investors’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Investors, appoint a successor Agent which successor Agent shall be either (i) a commercial bank having a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank.  Upon the acceptance of any

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appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement.  After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

SECTION 9.6.Payments by the Agent.  All amounts received by the Agent on behalf of the Investors shall be paid by the Agent to the Investors (at their respective accounts specified in their respective Assignment and Assumption Agreements) on the Business Day received by the Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Agent shall use its reasonable efforts to pay such amounts to the Investors on such Business Day, but, in any event, shall pay such amounts to the Investors not later than the following Business Day.  All amounts received by the Agent hereunder on behalf of the Investors shall be allocated among the Related Groups in accordance with Sections 2.5 and/or 2.6, as applicable.  For purposes of the foregoing, the Agent shall be deemed to be a member of the Related Group that includes Liberty Street.

SECTION 9.7.Bank Commitment; Assignment to Bank Investors.

(a)Assignments by Conduit Investors.  A Conduit Investor may, at any time, assign all or any portion of its interests in the Net Investment, the Receivables, and Collections, Related Security and Proceeds with respect thereto and its rights and obligations hereunder and under the other Transaction Documents to any Bank Investor, Administrative Agent, Liquidity Provider or Credit Support Provider or any of their respective Affiliates without the consent of any other party.  In addition to and not in limitation of any other provision hereof which permits assignments by a Conduit Investor, any Conduit Investor may, from time to time, in one transaction or a series of transactions, assign all or a portion of its interests in the Net Investment, the Receivables, and Collections, Related Security and Proceeds with respect thereto and its rights and obligations hereunder and under the other Transaction Documents to another special purpose company (an “SPC Assignee”) which (i) is administered by such Conduit Investor’s Administrative Agent or by any Affiliate of such Administrative Agent and (ii) has activities generally similar to such Conduit Investor.  The Administrative Agent for the assigning Conduit Investor shall notify the Transferor and the Agent of such assignment promptly following the effective date thereof.  Upon and to the extent of such assignment to an SPC Assignee, (i) the SPC Assignee shall be the owner of the assigned portion of the Net Investment, (ii) the relevant Administrative Agent will act as Administrative Agent for the SPC Assignee as well as for the assigning Conduit Investor, with all corresponding rights and powers, express or implied, granted herein to such Administrative Agent, (iii) the SPC Assignee shall be a Conduit Investor hereunder and its credit and liquidity support providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Investor and its credit and liquidity support providers and other related parties, respectively, herein and in the other Transaction Documents (including, without limitation, any limitation on recourse against the assigning Conduit Investor or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Investor, and the right to assign to another SPC Assignee as provided in this paragraph), (iv) the SPC Assignee shall assume all obligations, if any, of the assigning Conduit Investor under and in connection

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with this Agreement, and the assigning Conduit Investor shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Investor (if any) and the SPC Assignee shall be several and not joint, (v) all distributions in respect of Net Investment or Discount shall be made to the assigning Conduit Investor and the SPC Assignee on a pro rata basis according to their respective interests (or in the case of Discount, the accrued amounts thereof), (vi) the rate used to calculate the Discount with respect to the portions of the Net Investment owned by the SPC Assignee and funded with commercial paper notes issued by the SPC Assignee from time to time shall be determined in the manner set forth in the definition of the “CP Rate” on the basis of the discount or interest rates applicable to commercial paper issued by the SPC Assignee (rather than the assigning Conduit Investor), (vii) in the event that the relevant Related Group, by reason of such assignment, shall contain more than one Conduit Investor, then each reference in this Agreement to “Conduit Investor” shall mean and refer to, in the case of such Related Group, each such Conduit Investor individually or all of such Conduit Investors collectively, as the context may require, (viii) any reference in this Agreement or the other Transaction Documents to the assigning Conduit Investor shall mean and be a reference to such assigning Conduit Investor and/or the relevant SPC Assignee, as the context may require, (ix) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (x) if requested by the relevant Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the relevant Administrative Agent may reasonably request to evidence and give effect to the foregoing.

(b)Assignments by Bank Investors.  No Bank Investor may assign all or a portion of its interests in the Net Investment, any Letter of Credit, the Receivables, and Collections, Related Security and Proceeds with respect thereto and its rights and obligations hereunder to any Person unless approved in writing by the Administrative Agent for its Related Group, on behalf of the related Conduit Investor (it being understood and agreed that no consent from the Transferor or any other Person shall be required in connection with any assignment by a Bank Investor).  Without limiting the generality of the foregoing, it is understood for the avoidance of doubt that an Administrative Agent may condition any approval on its receipt of written confirmation from each applicable Rating Agency that such assignment will not result in the reduction or withdrawal of the then current rating of the Commercial Paper issued by the related Conduit Investor.  In the case of an assignment by a Conduit Investor to the Bank Investors or by a Bank Investor to another Person, the assignor shall deliver to the assignee(s) an Assignment and Assumption Agreement in substantially the form of Exhibit G attached hereto, duly executed, assigning to the assignee a pro rata interest in the Net Investment, the Receivables, and Collections, Related Security and Proceeds with respect thereto and the assignor’s rights and obligations hereunder and the assignor shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in order to protect, or more fully evidence the assignee’s right, title and interest in and to such interest and to enable the Agent, on behalf of such assignee, to exercise or enforce any rights hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party.  Upon any such assignment, (i) the assignee shall have all of the rights and obligations of the assignor hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party with respect to such interest for all purposes, it being understood that the Bank Investors, as assignees, shall (x) be obligated to fund Incremental Transfers under Section 2.2(a) and to

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issue Letters of Credit under 2.18, in each case in accordance with the terms thereof, notwithstanding that related Conduit Investor was not so obligated and (y) not have the right to elect the commencement of the amortization of the Net Investment pursuant to the definition of “Reinvestment Termination Date”, notwithstanding that the related Conduit Investor had such right) and (ii) the assignor shall relinquish its rights with respect to such interest for all purposes of this Agreement and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party.  No such assignment shall be effective unless a fully executed copy of the related Assignment and Assumption Agreement shall be delivered to the Agent, the Administrative Agent for the applicable Related Group and the Transferor.  All costs and expenses of the Agent, the applicable Administrative Agent and the assignor and assignee incurred in connection with any assignment hereunder shall be borne by the Transferor and not by the assignor or any such assignee.  Unless otherwise agreed by the Administrative Agent for the applicable Related Group, no Bank Investor shall assign any portion of its Commitment hereunder without also simultaneously assigning an equal portion of its interest in the applicable Liquidity Provider Agreement.

(c)Effects of Assignment.  By executing and delivering an Assignment and Assumption Agreement, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows:  (i) other than as provided in such Assignment and Assumption Agreement, the assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Transaction Documents or any such other instrument or document; (ii) the assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Transferor, any Parent Group Member or the Collection Agent or the performance or observance by the Transferor, any Parent Group Member or the Collection Agent of any of their respective obligations under this Agreement, the Receivables Purchase Agreement, the Transferring Affiliate Letter, the Parent Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, the Receivables Purchase Agreement, the Transferring Affiliate Letter, the Parent Agreement, and such other instruments, documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement and to purchase such interest; (iv) such assignee will, independently and without reliance upon the Agent, any Administrative Agent, or any of their respective Affiliates, or the assignor and based on such agreements, documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Transaction Documents; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the other Transaction Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto and to enforce its respective rights and interests in and under this Agreement, the other Transaction Documents, the Receivables, the Contracts and the Related Security; (vi) such assignee appoints and authorizes the applicable Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the other Transaction Documents and any other instrument or document

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furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto and to enforce its respective rights and interests in and under this Agreement, the other Transaction Documents, the Receivables, the Contracts and the Related Security, (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Transaction Documents are required to be performed by it as the assignee of the assignor; and (viii) such assignee agrees that it will not institute against any Conduit Investor any proceeding of the type referred to in Section 10.9 prior to the date which is one year and one day after the payment in full of all Commercial Paper issued by such Conduit Investor or its Related CP Issuer.

(d)Transferor’s Obligation to Pay Certain Amounts.  The Transferor shall pay to the Administrative Agent for a Conduit Investor, in connection with any assignment by such Conduit Investor to its related Liquidity Providers, an aggregate amount equal to all Discount to accrue through the end of each outstanding Tranche Period plus all other Aggregate Unpaids (other than the Net Investment and any unpaid amount in respect of any Reimbursement Obligations) owing to such Conduit Investor.

(e)[Reserved].

(f)[Reserved].

(g)Downgrade of Bank Investor.  If (at any time prior to any assignment by a Conduit Investor to the Bank Investors in its Related Group as contemplated pursuant to this Section 9.7) the short term debt rating of any Bank Investor in such Related Group shall be “A-2” or “P-2” from Standard & Poor’s or Moody’s, respectively, with negative credit implications, such Bank Investor, upon request of the applicable Administrative Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” and “P-2” from Standard & Poor’s and Moody’s, respectively, and which shall not be so rated with negative credit implications).  If the short term debt rating of a Bank Investor in a Related Group shall be “A-3” or “P-3”, or lower, from Standard & Poor’s or Moody’s, respectively (or such rating shall have been withdrawn by Standard & Poor’s or Moody’s), such Bank Investor, upon request of the applicable Administrative Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” and “P-2” from Standard & Poor’s and Moody’s, respectively, and which shall not be so rated with negative credit implications).  In either such case, if any such Bank Investor in a Related Group shall not have assigned its rights and obligations under this Agreement within the applicable time period described above, the related Conduit Investor shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 9.7.  Such Bank Investor shall be obligated to pay to such Conduit Investor, in connection with such assignment, in addition to the Pro Rata Share of the Net Investment, an amount equal to the Interest Component of the outstanding Commercial Paper issued to fund the portion of the Net Investment being assigned to such Bank Investor, as reasonably determined by the applicable Administrative Agent.  Notwithstanding anything contained herein to the contrary, upon any such assignment to a

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downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the applicable Related Group Limit, solely as it relates to new Incremental Transfers to such Conduit Investor, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

SECTION 9.8.Appointment of Administrative Agents.  Each Investor in a Related Group hereby appoints and authorizes the Administrative Agent for its Related Group to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to such Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto.  In furtherance, and without limiting the generality, of the foregoing,  each Investor in a Related Group hereby appoints the Administrative Agent for its Related Group as its agent to execute and deliver all further instruments and documents, and take all further action that such Administrative Agent may deem necessary or appropriate or that any Investor may reasonably request to enable any of them to exercise or enforce any of their respective rights hereunder.  Bank Investors representing at least 66 and 2/3% of the aggregate Commitments of all Bank Investors in a Related Group (the “Group Majority Investors” for such Related Group) may direct the Administrative Agent for such Related Group to take any such incidental action hereunder.  With respect to other actions which are incidental to the actions specifically delegated to an Administrative Agent hereunder, such Administrative Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Group Majority Investors; provided, however, no Administrative Agent shall be required to take any action hereunder if the taking of such action, in the reasonable determination of such Administrative Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose such Administrative Agent to liability hereunder or otherwise.  Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Administrative Agent for a Related Group shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Group Majority Investors (which consent shall not be unreasonably withheld or delayed).  The Administrative Agent for a Related Group shall not, without the prior written consent of all Bank Investors in such Related Group, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the amount or payment of Net Investment, Reimbursement Obligations, Discount or fees payable hereunder to the Bank Investors, in such Related Group or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee (other than as permitted pursuant to Section 6.2(b)), (C) modify any provisions of this Agreement or the Receivables Purchase Agreement or the Parent Agreement relating to the timing of payments required to be made by the Transferor, any Originating Entity, FME KGaA or FMCH or the application of the proceeds of such payments, (D) permit the appointment of any Person (other than the Agent) as successor Collection Agent, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein) or any party from its obligations under the Parent Agreement or (F) extend or permit the extension of the Commitment Termination Date without the consent of each Bank Investor, in such Related Group.  The Administrative Agent for a Related Group shall not agree to any amendment of this

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Agreement which increases the dollar amount of the Commitment of a Bank Investor in such Related Group without the prior consent of such Bank Investor.  In addition, no Administrative Agent shall agree to any amendment of this Agreement not specifically described in the two preceding sentences without the consent of the related Group Majority Investors (which consent shall not be unreasonably withheld or delayed).  In the event an Administrative Agent requests any Investor’s consent pursuant to the foregoing provisions and such Administrative Agent does not receive a consent (either positive or negative) from such Investor within 10 Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether such Administrative Agent shall have obtained sufficient consent hereunder.

(a)Each Administrative Agent shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

SECTION 9.9.Administrative Agent’s Reliance, Etc.  Neither any Administrative Agent nor any directors, officers, agents or employees of an Administrative Agent shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct.  Without limiting the foregoing, each Administrative Agent:  (i) may consult with legal counsel (including counsel for any Parent Group Member), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Investor and shall not be responsible to any Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any Parent Group Member or the Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the Collection Agent; (iv) shall not be responsible to any Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 9.10.Indemnification of the Administrative Agents.  The Bank Investors, in each Related Group agree to indemnify the Administrative Agent for such Related Group (to the extent not reimbursed by the Transferor), ratably in accordance with their Pro Rata Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by such Administrative Agent, any of the other Transaction Documents hereunder or thereunder (including, in the case of the Administrative Agent for Salisbury, for any amounts payable by such Administrative Agent by

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reason of the last sentence of Section 9.4), provided that the Bank Investors, in a Related Group shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the applicable Administrative Agent’s gross negligence or willful misconduct.  Without limitation of the foregoing, the Bank Investors, in each Related Group agree to reimburse the Administrative Agent for such Related Group, ratably in accordance with their Pro Rata Shares, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by such Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of such Bank Investors, hereunder and/or thereunder and to the extent that such Administrative Agent is not reimbursed for such expenses by the Transferor.

SECTION 9.11.Successor Administrative Agents.  Any Administrative Agent may resign at any time by giving written notice thereof to the Agent, each Investor in its Related Group and the Transferor and may be removed at any time with cause by the applicable Group Majority Investors.  Upon any such resignation or removal, the Group Majority Investors for such Related Group shall appoint a successor Administrative Agent.  Each Investor agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent.  If no such successor Administrative Agent shall have been so appointed for such Related Group, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Group Majority Investors’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Investors in such Related Group, appoint a successor Administrative Agent for such Related Group which successor Administrative Agent shall be either (i) a commercial bank having a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank.  Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement.  After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

SECTION 9.12.Payments by the Administrative Agents.  Unless specifically allocated to an Investor pursuant to the terms of this Agreement, all amounts received by an Administrative Agent on behalf of the Investors in its Related Group shall be paid by such Administrative Agent to the Investors in its Related Group (at their respective accounts specified in their respective Assignment and Assumption Agreements) in accordance with their respective related pro rata interests in the Net Investment and, with respect to any L/C Issuer in such Related Group, in any amounts paid in respect of Reimbursement Obligations, in each case on the Business Day received by such Administrative Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case such Administrative Agent shall use its reasonable efforts to pay such amounts to the Investors in its Related Group on such Business Day, but, in any event, shall pay such amounts to such Investors in accordance with their

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respective related pro rata interests in the Net Investment and, with respect to any L/C Issuer in such Related Group, in any amounts paid in respect of Reimbursement Obligations, not later than the following Business Day.

ARTICLE X

MISCELLANEOUS

SECTION 10.1.Term of Agreement.  This Agreement shall terminate on the date following the Termination Date on which the Final Collection Date shall occur; provided, however, that (i) the rights and remedies of the Agent, the Investors and the Administrative Agents with respect to any representation and warranty made or deemed to be made by the Transferor pursuant to this Agreement, (ii) the indemnification and payment provisions of Article VIII, Section 9.4 and Section 9.10, and (iii) the agreement set forth in Section 10.9 hereof, shall be continuing and shall survive any termination of this Agreement.

SECTION 10.2.Waivers; Amendments.  No failure or delay on the part of the Agent, any Investor or any Administrative Agent 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.  Any provision of this Agreement may be amended or waived if, but only if, in the case of any amendment, such amendment is in writing and is signed by the Transferor, the Agent, each Administrative Agent and the Majority Investors and in the case of any waiver, such waiver is granted in writing by each Administrative Agent; provided that no Administrative Agent for a Conduit Investor shall consent to any such amendment or waiver unless each applicable Rating Agency shall have either (i) received prior notice of such amendment or waiver and, in the case of any material amendment or waiver, confirmed that such amendment or waiver will not result in the reduction or withdrawal of the then current rating of the Commercial Paper issued by such Conduit Investor or (ii) advised such Conduit Investor or its related Administrative Agent that amendments or waivers may be effected without the need for any further confirmation by such Rating Agency.

SECTION 10.3.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 10.3 and confirmation is received, (ii) if given by mail 3 Business Days following such posting, postage 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 10.3. However, anything in this Section to the contrary notwithstanding, the Transferor hereby authorizes each Investor, each Administrative Agent and the Agent to effect Transfers, Tranche Period and Tranche Rate selections based on telephonic notices made by any Person which such Investor, such Administrative Agent or the Agent, as applicable, in good faith believes to be

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acting on behalf of the Transferor.  The Transferor agrees to deliver promptly to each such Investor or Administrative Agent or the Agent, as applicable, a written confirmation of each telephonic notice directed to such Person signed by an authorized officer of Transferor.  However, the absence of such confirmation shall not affect the validity of such notice.  If the written confirmation differs in any material respect from the action taken by the Agent or the applicable Investor or Administrative Agent, the records of such Investor or Administrative Agent or the Agent, as applicable shall govern absent manifest error.

If to the Transferor:

(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 Collection Agent:

National Medical Care, Inc.

920 Winter Street

Waltham, MA  02451

Telephone:  (781) 699-2668

Telecopy:   (781) 699-9756

Attn:  Mark Fawcett

If to the Agent:

The Bank of Nova Scotia

711 Louisiana Street

Suite 1400

Houston, TX 77002

Attention:  John Frazell

Telephone:  (713) 759-3426

Fax:  (713) 752-2425

E-mail:  john.frazell@scotiabank.com

with a copy to:

The Bank of Nova Scotia
One Liberty Plaza
New York, NY 10006
Attention:  Darren Ward

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Tel:  (212) 225-5410
Fax:  (212) 225-6465
Email:  Darren.Ward@scotiabank.com

If to Liberty Street:

c/o Global Securitization Services, LLC

114 West 47th Street, Suite 2310

New York, New York 10036

Attention:  Jill A. Russo

Telephone:  (212) 295-2742

Telecopy:    (212) 302-8767

If to the Administrative Agent for Liberty Street:

The Bank of Nova Scotia

711 Louisiana Street

Suite 1400

Houston, TX 77002

Attention:  John Frazell

Telephone:  (713) 759-3426

Fax:  (713) 752-2425

E-mail:  john.frazell@scotiabank.com

with a copy to:

The Bank of Nova Scotia
One Liberty Plaza
New York, NY 10006
Attention:  Darren Ward
Tel:  (212) 225-5264
Fax:  (212) 225-5274
Email:  Darren.Ward@scotiabank.com

with a copy to:

The Bank of Nova Scotia
One Liberty Plaza
New York, NY 10006
Attention:  Vilma Pindling
Tel:  (212) 225-5410
Fax:  (212) 225-6465
Email:  Vilma.Pindling@scotiabank.com

If to Thunder Bay:

c/o Global Securitization Services, LLC

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68 South Service Road, Suite 120

Melville, New York 11747

Attention: Kevin Burns

Tel: (631) 587-4700

Fax: (212) 302-8767

Email: conduitadmin@gssnyc.com

with a copy to:

c/o Royal Bank of Canada

Two Little Falls Centre

2751 Centerville Road, Suite 212

Wilmington, DE 19808

Attn: Securitization Finance

Tel: (302) 892-5901

Fax: (302) 892-5900

E-mail: conduit.management@rbccm.com

If to the Administrative Agent for Thunder Bay:

Royal Bank of Canada

Three World Financial Center

200 Vesey Street

New York, NY 10281-8098

Attn:  Securitization Finance

Telephone: (212) 428-6537

Fax: (212) 428-2304

E-mail: conduit.management@rbccm.com

With a copy to:

c/o Royal Bank of Canada

Two Little Falls Centre

2751 Centerville Road, Suite 212

Wilmington, DE 19808

Attn: Securitization Finance

Tel: (302) 892-5901

Fax: (302) 892-5900

E-mail: conduit.management@rbccm.com

If to Salisbury or its Administrative Agent:

c/o Barclays Capital
745 7th Avenue, 5th Floor
New York, NY, 10019

Attention:  John McCarthy
Tel:  (212) 526-7161

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E-mail:  john.j.mccarthy@barclays.com

Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports should be sent to barcapconduitops@barclays.com and asgreports@barclays.com

If to Atlantic Securitization or its Administrative Agent:

c/o Credit Agricole Corporate and Investment Bank, New York

1301 Avenue of the Americas

New York, New York 10019

Attention: Roman Burt

Telephone: (212) 261-3996

Fax: (212) 459-3258
E-mail: roman.burt@ca-cib.com

with a copy to:

Credit Agricole Corporate and Investment Bank, New York

1301 Avenue of the Americas

New York, New York 10019

Attention:  Deric Bradford
Telephone: (212) 251-3470
Fax: (212) 459-3258
E-mail: deric.bradford@ca-cib.com

If to Market Street Funding LLC or its Administrative Agent:

Market Street Funding LLC

c/o AMACAR Group, L.L.C.

6525 Morrison Blvd., Suite 318

Charlotte, North Carolina  28211

Attention:  Cynthia Reames

Telephone:  (704) 365-0569

Fax:  (704) 365-1362

Email: careames@amacar.com

with a copy to:

PNC Bank, National Association

P3-P3PP-04-1

225 Fifth Avenue

Pittsburgh, Pennsylvania  15222

Attention:  Joy Damico

Telephone:  (412) 705-1225

Fax:  (412) 762-2220

Email:  joy.damico@pnc.com

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If to Victory Receivables Corporation or its Administrative Agent:

Victory Receivables Corporation

c/o Global Securitization Services, LLC

68 South Service Road, Suite 120

Melville, New York 11747

Attention: David DeAngelis

Tel: (631) 930-7216

Fax: (212) 302-5151

Email: ddeangelis@gssnyc.com

With a copy to:

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Harborside Financial Center, 500 Plaza III

Jersey City, NJ 07311

Attention:  John F. Donoghue, Jr.

Credit Control Dept. – Securitization Unit

Telephone: (201) 413-8138

E-mail:  jdonoghue@us.mufg.jp

and

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

1251 Avenue of the Americas

New York, NY 10020

Attention: Luna Mills

Telephone:  (212) 782-4537

Fax: (212) 782-6448

Email: lmills@us.mufg.jp

Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports should be sent to securitization_reporting@us.mufg.jp

If to the Bank Investors, including in their capacities as L/C Issuers, at their respective addresses set forth on Schedule I or in the Assignment and Assumption Agreement pursuant to which it became a party hereto.

SECTION 10.4.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.  EACH OF THE TRANSFEROR AND THE COLLECTION AGENT HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT

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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.  Each of the Transferor and the Collection Agent 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 10.4 shall affect the right of any Investor to bring any action or proceeding against the Transferor or the Collection Agent or any of their respective 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 Transferor and NMC each hereby appoint 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 any Administrative Agent, the Agent, any Investor, any Collateral Agent or any assignee of any of them.

SECTION 10.5.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 such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.6.Successors and Assigns.  This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that neither the Transferor nor the Collection Agent may 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 Administrative Agent.  No provision of this Agreement shall in any

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manner restrict the ability of any Conduit Investor, any Bank Investor to assign, participate, grant security interests in, or otherwise transfer any portion of the Transferred Interest.

(a)Each of the Transferor and the Collection Agent hereby agrees and consents to the assignment by any Conduit Investor from time to time of all or any part of its rights under, interest in and title to this Agreement and the Transferred Interest to any Liquidity Provider or Credit Support Provider for such Conduit Investor.  In addition, each of the Transferor and the Collection Agent hereby consents to and acknowledges the assignment by any Conduit Investor of all of its rights under, interest in and title to this Agreement and the Transferred Interest to the related Collateral Agent.

(b)Any Investor may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Investor, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment  shall release such Investor from any of its obligations hereunder or substitute any such pledgee or assignee for such Investor as a party hereto.

SECTION 10.7.Waiver of Confidentiality.  The Transferor hereby consents to the disclosure of any non-public information with respect to it received by any Conduit Investor, the Agent, any Bank Investor or any Administrative Agent to any of the Conduit Investors, the Agent, any nationally recognized rating agency rating the Commercial Paper of such Conduit Investor or its Related CP Issuer, 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.

SECTION 10.8.Confidentiality Agreement  (a)  Each of the parties hereto hereby agrees that, from the commencement of discussions with respect to the transactions contemplated by the Transaction Documents (the “Transaction”), each of the parties hereto (and each of their respective, and their respective affiliates, employees, officers, directors, advisors, representatives and agents) are permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Internal Revenue Code Sections 6011, 6111 and 6112 and the regulations promulgated thereunder) of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided to any party related to such structure and tax aspects.  In this regard, the parties hereto acknowledge and agree that the disclosure of the structure or tax aspects of the Transaction is not limited in any way by an express or implied understanding or agreement, oral or written (whether or not such understanding or agreement is legally binding).  Furthermore, each of the parties hereto acknowledges and agrees that it does not know or have reason to know that its use or disclosure of information relating to the structure or tax aspects of the Transaction is limited in any other manner (such as where the Transaction is claimed to be proprietary or exclusive) for the benefit of any other Person.

(b)Subject to Section 10.8(a), each of the Transferor and the Collection Agent hereby agrees that it will not disclose, and the Transferor will cause each Parent Group Member to refrain from disclosing, the contents of this Agreement or any other proprietary or confidential information of any Conduit Investor, the Agent, any Administrative Agent, any Collateral Agent, any Liquidity Provider or any Bank Investor to any other Person

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except (i) as required by federal or state securities laws, (ii) its auditors and attorneys, employees, equity investors or financial advisors (other than any commercial bank) and any nationally recognized rating agency (including in compliance with Rule 17g-5 under the Securities Exchange Act of 1934 or to any other rating agency in compliance with any such similar rule or regulation in any relevant jurisdiction) provided such auditors, attorneys, employees financial advisors or rating agencies are informed of the highly confidential nature of such information or (iii) following notice thereof to each Administrative Agent, as otherwise required by other applicable law or order of a court of competent jurisdiction.

(c)Each Administrative Agent, each Investor and the Agent acknowledges that 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 Transferor or an Originating Entity has a proprietary interest.  Subject to Section 10.8(a), each Administrative Agent, each Investor and the Agent 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 Transferor 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 Transferor; 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 10.8(c), (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 Administrative Agent, any Investor, any Credit Support Provider, any Liquidity Provider, any Person holding an equity interest in a Conduit Investor, any of their respective successors and permitted assigns and any of their respective Affiliates, subject to the terms of this Section 10.8(c), (B) any such Person’s directors, employees, legal counsel, auditors and other business advisors, (C) any such Person’s government regulators and (D) the rating agencies rating any Commercial Paper issued by a Conduit Investor, 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 each Administrative Agent has agreed to keep confidential such Confidential Information as provided in clauses (x) and (y) above.  Notwithstanding anything herein to the contrary, the parties hereto agree that the Transferor and the Collection Agent shall not be required to furnish any patient specific medical information to the extent the disclosure of such information would violate applicable law, unless and until the recipient of such information executes and delivers a business associate agreement in substantially the form attached as Exhibit J.

SECTION 10.9.No Bankruptcy Petition Against Conduit Investors.  Each of the Transferor and the Collection Agent 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 or its Related CP Issuer, it will not, and the Transferor will cause each Parent Group Member to not, institute against, or encourage, assist or

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join any other Person in instituting against, such Conduit Investor or its Related CP Issuer 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 or any other proceedings related to an Event of Bankruptcy.  Notwithstanding any provision contained in this Agreement to the contrary, no Conduit Investor shall, nor shall any Conduit Investor be obligated to, pay any amount pursuant to this Agreement unless (i) the Conduit Investor has received funds which may be used to make such payment in accordance with such Conduit Investor’s commercial paper program documents, which funds are not required to repay its or its Related CP Issuer’s Commercial Paper when due; and (ii) after giving effect to such payment, either (x) there is sufficient liquidity available (determined in accordance with such program documents) to pay the Face Amount of all its Commercial Paper, (y) the Conduit Investor is not rendered insolvent or (z) its and its Related CP Issuer’s Commercial Paper has been repaid in full.  Any amount which the Conduit Investor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the United States Bankruptcy Code) against or a corporate obligation of the Conduit Investor for any insufficiency.  For purposes of the foregoing, the term “Conduit Investor” shall include Salisbury in its capacity as a Bank Investor.  The provisions of this Section shall survive the termination of this Agreement.

SECTION 10.10.No Recourse Against Stockholders, Officers or Directors.  No recourse under any obligation, covenant or agreement of any Conduit Investor contained in this Agreement shall be had against Global Securitization Services, LLC (nor any affiliate thereof), AMACAR Group L.L.C. (nor any affiliate thereof), or any stockholder, officer or director of such Conduit Investor, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of such Conduit Investor, and that no personal liability whatsoever shall attach to or be incurred by Global Securitization Services, LLC (or any affiliate thereof), AMACAR Group L.L.C. (or any affiliate thereof), or the stockholders, officers, or directors of such Conduit Investor, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of such Conduit Investor contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by a Conduit Investor of any of such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of Global Securitization Services , LLC (or any affiliate thereof), AMACAR Group L.L.C. (or any affiliate thereof) and every such stockholder, officer or director of such Conduit Investor is hereby expressly waived as a condition of and consideration for the execution of this Agreement.

SECTION 10.11.Characterization of the Transactions Contemplated by the Agreement.  It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the Investors, and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvency.  If, notwithstanding the intention of the parties expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law.  In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Agent, on behalf of the Investors, a first

115

priority perfected and continuing security interest in all of the Transferor’s right, title and interest in, to and under the Receivables, together with Related Security, Collections and Proceeds with respect thereto, and together with all of the Transferor’s rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter 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. The Transferor hereby assigns to the Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (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.  In the case of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent.

SECTION 10.12.Perfection Representations.  The Perfection Representations shall be a part of the Agreement for all purposes.  The Perfection Representations shall survive termination of the Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Transfer and Administration Agreement as of the date first written above.

NMC FUNDING CORPORATION,
as Transferor
By:	/s/ Mark Fawcett
Name:	Mark Fawcett
Title:	Vice President & Treasurer
NATIONAL MEDICAL CARE, INC., as
Collection Agent
By:	/s/ Mark Fawcett
Name:	Mark Fawcett
Title:	Vice President & Treasurer

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THE BANK OF NOVA SCOTIA, as Agent, as an Administrative Agent and as a Bank Investor
By:	/s/ John Frazell
Name:	John Frazell
Title:	Director
LIBERTY STREET FUNDING LLC,
as a Conduit Investor
By:	/s/ Jill A. Russo
Name:	Jill A. Russo
Title:	Vice President

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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK, as an Administrative Agent and as a Bank Investor
By:	/s/ Kostantina Kourmpetis
Name:	Kostantina Kourmpetis
Title:	Managing Director
By:	/s/ Richard McBride
Name:	Richard McBride
Title:	Director
ATLANTIC ASSET SECURITIZATION LLC,
as a Conduit Investor
By: Credit Agricole Corporate and Investment Bank, New York, its Attorney-in-Fact
By:	/s/ Kostantina Kourmpetis
Name:	Kostantina Kourmpetis
Title:	Managing Director
By:	/s/ Richard McBride
Name:	Richard McBride
Title:	Director

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BARCLAYS BANK PLC, as a Bank Investor (solely in the capacity as an L/C Issuer) and as an Administrative Agent
By:	/s/ John McCarthy
Name:	John McCarthy
Title:	Director
SALISBURY RECEIVABLES COMPANY, LLC,
as a Conduit Investor and as a Bank Investor (for all purposes other than in the capacity of an L/C Issuer)
By:	/s/ Janette Lieu
Name:	Janette Lieu
Title:	Director

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ROYAL BANK OF CANADA, as an Administrative Agent and as a Bank Investor
By:	/s/ Janine D. Marsini
Name:	Janine D. Marsini
Title:	Authorized Signatory
By:	/s/ Veronica L. Gallagher
Name:	Veronica L. Gallagher
Title:	Authorized Signatory
THUNDER BAY FUNDING, LLC,
as a Conduit Investor
By:	/s/ Janine D. Marsini
Name:	Janine D. Marsini
Title:	Authorized Signatory

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PNC BANK, NATIONAL ASSOCIATION, as an Administrative Agent and as a Bank Investor
By:	/s/ William Falcon
Name:	William Falcon
Title:	Vice President
By:	/s/ Mark Falcione
Name:	Mark Falcione
Title:	Senior Vice President
MARKET STREET FUNDING LLC,
as a Conduit Investor
By:	/s/ Doris J. Hearn
Name:	Doris J. Hearn
Title:	Vice President

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as an Administrative Agent
By:	/s/ Luna Mills
Name:	Luna Mills
Title:	Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Bank Investor
By:	/s/ Scott O’Connell
Name:	Scott O’Connell
Title:	Vice President
VICTORY RECEIVABLES CORPORATION,
as a Conduit Investor
By:	/s/ David V. DeAngelis
Name:	David V. DeAngelis
Title:	Vice President

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SCHEDULE I

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TRANSFER AND ADMINISTRATION AGREEMENT

NOTICE ADDRESSES FOR BANK INVESTORS

THE BANK OF NOVA SCOTIA
Scotia Capital

711 Louisiana, Suite 1400

Houston, Texas 77002
Attention:  John Frazell

Tel:   (713) 759-3426

Fax:   (713) 752-2425

Main: (713) 759-0900

E-mail: john.frazell@scotiabank.com

with a copy to:

THE BANK OF NOVA SCOTIA

One Liberty Plaza, 26th Floor
New York, NY 10006
Attention:  Darren Ward
Tel:  (212) 225-5264
Fax:  (212) 225-5274
E-mail: darren.ward@scotiabank.com

and

THE BANK OF NOVA SCOTIA
One Liberty Plaza, 26th Floor
New York, NY 10006
Attention:  Vilma Pindling
Tel:  (212) 225-5410
Fax:  (212) 225-6465
E-mail: vilma.pidling@scotiabank.com

SALISBURY RECEIVABLES COMPANY, LLC

c/o Barclays Capital
745 7th Avenue, 5th Floor
New York, NY, 10019

Attention:  John McCarthy
Tel:  (212) 526-7161

E-mail:  john.j.mccarthy@barcap.com

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Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports should be sent to barcapconduits@barclays.com and asgreports@barclays.com

Address for notices related to Letters of Credit:

BARCLAYS BANK PLC

200 Park Avenue

New York, New York 10166

Attn: Letters of Credit/Celeste-Monique Lindsey/Michaelle Hsiao/Dawn Townsend

E-mail: xraletterofcredit@barclays.com; john.j.mccarthy@barclays.com; janette.lieu@barclays.com; asgreports@barclays.com; and barcapconduitops@barclays.com

ROYAL BANK OF CANADA

Three World Financial Center

200 Vesey Street

New York, New York 10281-8098

Attention:  Conduit Funding

Tel: (212) 428-6291

Fax: (212) 428-2304

E-mail: conduit.funding@rbccm.com

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK

1301 Avenue of the Americas

New York, New York 10019

Attention: Roman Burt

Telephone: (212) 261-3996

Fax: (917) 849-5584
E-mail: roman.burt@ca-cib.com

with a copy to:

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK

1301 Avenue of the Americas

New York, New York 10019

Attention:  Deric Bradford
Telephone: (212) 251-3470
Fax: (212) 459-3258
E-mail: deric.bradford@ca-cib.com

PNC BANK, NATIONAL ASSOCIATION

P3-P3PP-04-1

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225 Fifth Avenue

Pittsburgh, Pennsylvania  15222

Attention:  Joy Damico

Telephone:  (412) 705-1225

Fax:  (412) 762-2220

Email:  joy.damico@pnc.com

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

Investment Banking Division for the Americas

1251 Avenue of the Americas

New York, NY 10020

Attention: Luna Mills

Telephone:  (212) 782-4537

Fax: (212) 782-6448

Email: lmills@us.mufg.jp

With a copy to:

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

Harborside Financial Center, 500 Plaza III

Jersey City, NJ 07311

Attention:  John F. Donoghue, Jr.

Credit Control Dept. — Securitization Unit

Telephone: (201) 413-8138

E-mail:  jdonoghue@us.mufg.jp

Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports should be sent to securitization_reporting@us.mufg.jp

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SCHEDULE II

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TRANSFER AND ADMINISTRATION AGREEMENT

COMMITMENTS OF BANK INVESTORS

Bank Investor	Commitment
The Bank of Nova Scotia	$	150,000,000.00
Credit Agricole Corporate and Investment Bank, New York	$	140,000,000.00
Salisbury Receivables Company, LLC	$	140,000,000.00
Royal Bank of Canada	$	140,000,000.00
PNC Bank, National Association	$	115,000,000.00
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch	$	115,000,000.00
TOTAL	$	800,000,000.00

RELATED GROUP LIMITS

Conduit Investor	Related Group Limit
Liberty Street Funding LLC	$	150,000,000.00
Atlantic Asset Securitization LLC	$	140,000,000.00
Salisbury Receivables Company, LLC	$	140,000,000.00
Thunder Bay Funding, LLC	$	140,000,000.00
Market Street Funding LLC	$	115,000,000.00
Victory Receivables Corporation	$	115,000,000.00
TOTAL	$	800,000,000.00

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SCHEDULE III

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TRANSFER AND ADMINISTRATION AGREEMENT

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in the Agreement, the Receivables Purchase Agreement and the Transferring Affiliate Letter, each of the Transferor and the Collection Agent hereby represents, warrants, and covenants to the Agent, the Administrative Agents and the Investors as follows on the date hereof and on the date of each Transfer under the Agreement:

1.Perfection Representations:

(a)(i) Each purchase of Receivables under the Transferring Affiliate Letter constitutes a true sale of such Receivables from the applicable Transferring Affiliate to the Seller, conveying good title thereto free and clear of any Adverse Claims, and is enforceable as such against creditors of and purchasers from such Transferring Affiliate.  If, notwithstanding the foregoing, any such purchase of Receivables is deemed not to be a true sale, then the Transferring Affiliate Letter creates a valid and continuing security interest (as defined in the applicable UCC) in such Receivables in favor of the Seller, which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from the Transferring Affiliates.  In addition, the Transferring Affiliate Letter creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables arising after the Termination Date in favor of the Seller, which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from the Transferring Affiliates.

(ii) Each purchase of Receivables under the Receivables Purchase Agreement constitutes a true sale of such Receivables from the Seller to the Transferor, conveying good title thereto free and clear of any Adverse Claims, and is enforceable as such against creditors of and purchasers from the Seller.  If, notwithstanding the foregoing, any such purchase of Receivables is deemed not to be a true sale, then the Receivables Purchase Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in such Receivables in favor of the Transferor, which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from the Seller.  In addition, the Receivables Purchase Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables arising after the Termination Date in favor of the Transferor, which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from Seller.

(iii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Agent, which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from Transferor.

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(b)The Receivables constitute “accounts” within the meaning of the applicable UCC.

(c)Immediately prior to each purchase of Receivables under the Transferring Affiliate Letter, the applicable Transferring Affiliate had good and marketable title to such Receivables free and clear of any Adverse Claim, claim or encumbrance of any Person.  Immediately prior to each purchase of Receivables under the Receivables Purchase Agreement, the Seller had good and marketable title to such Receivables free and clear of any Adverse Claim, claim or encumbrance of any Person.  The Transferor owns and has good and marketable title to the Receivables free and clear of any Adverse Claim, claim or encumbrance of any Person.

(d)The Transferor, the Seller and the Transferring Affiliates have caused or will have caused, within ten days after the effective date of the this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the Receivables from the Transferring Affiliates to the Seller, and from the Seller to the Transferor, and the security interest in the Receivables granted to the Agent hereunder.  None of the Transferor, the Seller or the Transferring Affiliates is aware of any judgment or tax filings against it.

(e)Other than the transfer of the Receivables from the Transferring Affiliates to the Seller under the Transferring Affiliate Letter, the transfer of the Receivables from the Seller to the Transferor under the Receivables Purchase Agreement, and the security interest granted to the Agent pursuant to this Agreement, neither the Transferor nor any Originating Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables.  Neither Transferor nor any Originating Entity has authorized the filing of, or is aware of any financing statements against Transferor or any Originating Entity that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Agent hereunder or that has been terminated.

2.Survival of Perfection Representations.  Notwithstanding any other provision of the Agreement or any other Transaction Document, the representations contained in this Schedule shall be continuing, and remain in full force and effect (notwithstanding any termination of the Commitments or any replacement of the Collection Agent or termination of Collection Agent’s rights to act as such) until such time as all Aggregate Unpaids have been finally and fully paid and performed.

3.No Waiver.  The Administrative Agent for each Conduit Investor agrees that it: (i) shall not, without obtaining a confirmation of the then-current rating of the Commercial Paper relating to such Conduit Investor, waive any of the Perfection Representations; (ii) shall provide the Ratings Agencies with prompt written notice of any breach of the Perfection Representations, and (iii) shall not, without obtaining a confirmation of the then-current rating of the Commercial Paper of such Conduit Investor(as determined after any adjustment or withdrawal of the ratings following notice of such breach) waive a breach of any of the Perfection Representations.

4.Collection Agent to Maintain Perfection and Priority.  The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative

129

Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables.  The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”).  The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature.  Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law.  Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph.

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SCHEDULE IV

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SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

[RESERVED]

EXHIBIT A

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TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF NOTICE OF INCREMENTAL TRANSFER (NI)

The Bank of Nova Scotia, N.A., as Agent
under the Transfer and Administration Agreement referred to below

711 Louisiana Street

Suite 1400

Houston, TX 77002

Attention:  John Frazell

Telephone:  (713) 759-3426

Fax:  (713) 752-2425

E-mail:  john.frazell@scotiabank.com

with a copy to:

The Bank of Nova Scotia
One Liberty Plaza
New York, NY 10006
Attention:  Darren Ward
Tel:  (212) 225-5410
Fax:  (212) 225-6465

Email: darren.ward@scotiacapital.com

,

Re:  NMC Funding Corporation (the “Transferor”)

Reference is made to the Sixth Amended and Restated Transfer and Administration Agreement, dated as of January 17, 2013 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent.  Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement.

The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected

A-1

Assets related thereto for a Transfer Price of $                        (1), on                             (the “Transfer Date”).  The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below:

Amount of Net Investment	Duration of Initial Tranche Period	Type of Tranche Rate
[                                        ]	[                                        ]	[CP Rate] [Eurodollar Rate][Base Rate]

The Transferor hereby certifies that:

(a)after giving effect to the payment to the Transferor of the foregoing Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor; and

(b)the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the proposed Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related thereto.

The Transferor hereby acknowledges and agrees that this Notice of Incremental Transfer (NI) is irrevocable and binding on it and agrees to indemnify each Investor against any loss or expense incurred by such Investor, either directly or indirectly (including, in the case of a Conduit Investor, through the related Liquidity Provider Agreement) as a result of any failure for any reason (including failure to satisfy any of the conditions precedent in respect hereto) by it to complete this Incremental Transfer (NI) including, without limitation, any loss (including loss of anticipated profits) or expense incurred by any Investor, either directly or indirectly (including, in the case of a Conduit Investor, pursuant to the related Liquidity Provider Agreement) by reason of the liquidation or reemployment of funds acquired by any Investor or a related Liquidity Provider (including, without limitation, funds obtained by issuing commercial paper or promissory notes or obtaining deposits as loans from third parties) for any Investor to fund this Incremental Transfer (NI).

In accordance with Section 2.2(a) of the Transfer and Administration Agreement, the Agent shall advise each Administrative Agent of the allocation the Transfer Price in respect of the requested Incremental Transfer (NI) and the initial Tranche Period therefor.

[signature page follows]

(1)  To be at least $1,000,000 or integral multiples of $250,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit.

A-2

NMC FUNDING CORPORATION
By:
	Name:
	Title:

cc:  [each Administrative Agent]

A-3

EXHIBIT B

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF L/C ISSUANCE NOTICE

The Bank of Nova Scotia, N.A., as Agent
under the Transfer and Administration Agreement referred to below

711 Louisiana Street

Suite 1400

Houston, TX 77002

Attention:  John Frazell

Telephone:  (713) 759-3426

Fax:  (713) 752-2425

E-mail:  john.frazell@scotiabank.com

with a copy to:

The Bank of Nova Scotia
One Liberty Plaza
New York, NY 10006
Attention:  Darren Ward
Tel:  (212) 225-5410
Fax:  (212) 225-6465

Email: darren.ward@scotiabank.com

with a copy to:

[Name of L/C Issuer], as L/C Issuer

under the Transfer and Administration Agreement

,

Re:  NMC Funding Corporation (the “Transferor”)

Reference is made to the Sixth Amended and Restated Transfer and Administration Agreement, dated as of January 17, 2013 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and The Bank of Nova Scotia, as agent.  Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement.

The Transferor hereby gives you notice  pursuant to Section 2.18(a) of the Transfer and Administration Agreement, of its request that [                    ] (the “L/C Issuer”) issue a Letter of

B-1

Credit, in the form attached hereto, for the benefit of [Name of Beneficiary], in the amount of $                , to be issued on                 ,          with an expiration date of                   ,         .  The Transferor has executed and delivered to the L/C Issuer such Letter of Credit Application in respect of the requested Letter of Credit as the L/C Issuer has requested.

The undersigned hereby certifies that:

(a)           after giving effect to the issuance of the requested Letter of Credit, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, (ii) the Percentage Factor would not exceed the Maximum Percentage Factor, (iii) the Net Investment and Letter of Credit Obligations of the Bank Investor that is the L/C Issuer in respect of the requested Letter of Credit would not exceed such Bank Investor’s Commitment; (iv) the aggregate Net Investment and Letter of Credit Obligations of such Bank Investor’s Related Group would not exceed the applicable Related Group Limit and (v) the Maximum Aggregate Face Amount of all Letters of Credit then outstanding would not exceed the Facility L/C Sublimit;

(b)           the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the issuance of the requested Letter of Credit and the Incremental Transfer L/C related thereto; and

(c)           the expiry date of the requested Letter of Credit (including any scheduled or permitted extension thereof as contemplated in such Letter of Credit) is not later than the earlier to occur of (i) the date that is one year after the issuance and (ii) the date occurring five (5) Business Days prior to the Commitment Termination Date.

NMC FUNDING CORPORATION
By:
	Name:
	Title:

B-2

EXHIBIT C

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF L/C MODIFICATION NOTICE

The Bank of Nova Scotia, N.A., as Agent
under the Transfer and Administration Agreement referred to below

711 Louisiana Street

Suite 1400

Houston, TX 77002

Attention:  John Frazell

Telephone:  (713) 759-3426

Fax:  (713) 752-2425

E-mail:  john.frazell@scotiabank.com

with a copy to:

The Bank of Nova Scotia
One Liberty Plaza
New York, NY 10006
Attention:  Darren Ward
Tel:  (212) 225-5410
Fax:  (212) 225-6465

Email: darren.ward@scotiabank.com\

with a copy to:

[Name of L/C Issuer], as L/C Issuer

under the Transfer and Administration Agreement

,

Re:  NMC Funding Corporation (the “Transferor”)

Reference is made to the Sixth Amended and Restated Transfer and Administration Agreement, dated as of January 17, 2013 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and The Bank of Nova Scotia, as agent.  Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement.

C-1

The Transferor hereby gives you notice  pursuant to Section 2.18(f) of the Transfer and Administration Agreement, of its request to [amend] [extend] [renew] [modify] Letter of Credit No.      issued on                 ,         , for the benefit of [Name of Beneficiary], as reflected in the form attached hereto.  Such L/C Modification is contemplated to become effective on                     ,           .  Each of the L/C Issuer and the beneficiary in respect of such Letter of Credit have agreed to the L/C Modification contemplated herein.

The undersigned hereby certifies that:

(a)           after giving effect to the requested L/C Modification, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, (ii) the Percentage Factor would not exceed the Maximum Percentage Factor, (iii) the Net Investment and Letter of Credit Obligations of the Bank Investor that is the L/C Issuer in respect of the affected Letter of Credit would not exceed such Bank Investor’s Commitment; (iv) the aggregate Net Investment and Letter of Credit Obligations of such Bank Investor’s Related Group would not exceed the applicable Related Group Limit and (v) the Maximum Aggregate Face Amount of all Letters of Credit then outstanding would not exceed the Facility L/C Sublimit;

(b)           the representations and warranties set forth in Section 3.1 of the Transfer and Administration agreement will be true and correct both immediately before and immediately after giving effect to the requested L/C Modification; and

(c)           after giving effect to the requested L/C Modification, the expiry date of the affected Letter of Credit (including any scheduled or permitted extension thereof as contemplated in such Letter of Credit) shall not be later than the earlier to occur of (i) the date that is one year after the original issuance thereof and (ii) the date occurring five (5) Business Days prior to the Commitment Termination Date.

NMC FUNDING CORPORATION
By:
	Name:
	Title:

C-2

EXHIBIT D-1

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF SPECIAL ACCOUNT LETTER

EXHIBIT D-1

FORM OF SPECIAL ACCOUNT BANK LETTER

[for accounts with manual transfer]

[DATE]

[Name and Address of

Special Account Bank]

[Name of Originating Entity]

Ladies and Gentlemen:

Reference is made to our depository 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].

In the event that you are directed by the Originating Entity to make any changes to the payment instructions specified in this letter, you are hereby instructed to notify Scotiabank in writing of such change at its address at The Bank of Nova Scotia, as Agent, One Liberty Plaza, 26th Floor, New York, NY 10006, Attention: Asset-Backed Finance, Mid-Office Administration:

William Sun
Tel: (212) 225-5331
Fax: (212) 225-5274
Email: william.sun@scotiabank.com Judy Bookal
Tel: (212) 225-5462
Fax: (212)225-5274
Email: judy.bookal@scotiabank.com

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 Funding Corporation and 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:

2

FORM OF SPECIAL ACCOUNT BANK LETTER

[for zero balance accounts]

[DATE]

[Name and Address of

Special Account Bank]

[Name of Originating Entity]

Ladies and Gentlemen:

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

This letter confirms that, as of the date hereof, the Account is a zero balance account (“ZBA”) established in accordance with your standard policies and procedures pursuant to which you are instructed to effect a transfer (the “Transfer”) at the end of each banking day of the available balance on deposit in the Account solely to the following account by ZBA transfer (internal book entry):

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

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

If so directed by the Originating Entity, the Transfer may be accomplished by ACH, wire or other means of transfer.  In such event, the Originating Entity will complete any implementation forms required by you to effect any standing transfer instructions in accordance with your standard policies and procedures then in effect.

In the event that you are directed by the Originating Entity to make any changes to the payment instructions specified in this letter, you are hereby instructed to notify Scotiabank in writing of such change at its address at The Bank of Nova Scotia, as Agent, One Liberty Plaza, 26th Floor, New York, NY 10006, Attention: Asset-Backed Finance, Mid-Office Administration:

William Sun
Tel: (212) 225-5331
Fax: (212) 225-5274
Email: william.sun@scotiabank.com Judy Bookal
Tel: (212) 225-5462
Fax: (212)225-5274
Email: judy.bookal@scotiabank.com

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 Funding Corporation and 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:

2

EXHIBIT D-2

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF CONCENTRATION ACCOUNT AGREEMENT

EXHIBIT D-2

FORM OF CONCENTRATION ACCOUNT AGREEMENT
(the “Agreement”)

[DATE]

JPMorgan Chase Bank

270 Park Avenue

New York, NY  10017-2070

Re:Account #323-0-76823

Ladies and Gentlemen:

You are hereby notified, in connection with certain transactions involving its accounts receivable, that NMC FUNDING CORPORATION (the “Transferor”) has transferred certain rights in Account #323-0-76823 (the “Account”), as more particularly described below, to The Bank of Nova Scotia (“Scotiabank”), as Agent (the “Agent”) under the Transfer and Administration Agreement dated January 17, 2013 by and among the Transferor, as transferor, National Medical Care, Inc., as Collection Agent, the entities from time to time parties thereto as “Conduit Investors,” “Bank Investors,” “Administrative Agents” and Scotiabank as Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time. The Agreement amends, restates and supersedes the letter agreement dated November 17, 2009 among the Transferor, WestLB AG, New York Branch, as agent thereunder, and you.

(a)Transfer to the Agent.  The Transferor has transferred exclusive ownership and dominion over the Account, including with respect to all monies, checks, instruments, collections, remittances and other payment items received in the Account (the “Payment Items”), to the Agent and, effective as of the Effective Time (as defined below), will transfer exclusive control of the Account to the Agent.

(b)Prior to Notice of Effectiveness.  You are hereby instructed:  (i) until the Effective Time to make such transfers from the Account at such times and in such manner as the Transferor shall from time to time instruct to the extent such instructions are not inconsistent with the instructions set forth herein, and (ii) to permit the Transferor and the Agent to obtain upon request any information relating to the Account, including, without limitation, any information regarding the balance or activity of the Account.

(c) Following Notice of Effectiveness.  The Transferor and the Agent hereby instruct you, beginning on the opening of business on the business day next succeeding the business day on which a notice purporting to be signed by the Agent in substantially the form attached hereto as “Annex I” with a copy of this Agreement attached thereto (a “Notice of Effectiveness”) is received by facsimile or otherwise by [                    ] or [                      ] at the address or facsimile number set forth below (or at such other address or facsimile number as you

may from time to time notify the Agent and the Transferor in writing) (or if such Notice of Effectiveness is so received after 12:00 noon, New York City time, on any such business day, on the opening of business on the second business day next succeeding the business day on which such receipt occurs) (either such time, the “Effective Time”), (i) to transfer all funds deposited and collected in the Account pursuant to instructions given to you by the Agent from time to time, (ii) that notwithstanding anything herein or elsewhere to the contrary, the Agent, and not Transferor, shall be irrevocably entitled to exercise any and all applicable rights in respect of or in connection with the Payment Items, including, without limitation, the right to specify when payments in respect of the Payment Items are to be made out of or in connection with the Account and (iii) you shall not take instruction from the Transferor with respect to any amounts in the Account.  You are hereby advised by the Agent and the Transferor that the Transferor has under a separate agreement granted to the Agent certain ownership and security interests in all Payment Items and their proceeds and all monies and earning, if any, therefrom the Account, and by your signature below you acknowledge being so advised.  A “business day” is any day other than a Saturday, Sunday or other day on which you are or are authorized or required by law to be closed.  Anything to the contrary herein notwithstanding, (i) all transactions relating to the Account or any Payment Items therein duly commenced by you or your affiliates in accordance with customary procedures prior to the Effective Time and so consummated or processed thereafter shall be deemed not to constitute a violation of this Agreement,; and (ii) you, and/or any  affiliate may (at your discretion and without any obligation to do so) (x) cease honoring the Transferor’s instructions and/or commence honoring solely the Agent’s instructions concerning the Account or the Payment Items at any time or from time to time after you become aware that the Agent has sent a Notice of Effectiveness to you but prior to the Effective Time therefor (including without limitation halting, reversing or redirecting any transaction referred to in clause (i) above), or (y) deem a Notice of Effectiveness to be received by you for purposes of the foregoing prior to the specified individual’s actual receipt if otherwise actually received by you (or if such Notice of Effectiveness contains minor mistakes or other irregularities but otherwise substantially complies with the form attached hereto as “Annex I” or does not attach an appropriate copy of this Agreement) with no liability whatsoever to the Transferor or any other party for doing so and provided further that this Agreement evidences the Agent’s control over the Account and notwithstanding anything to the contrary in any other agreement governing the Account, on and after the Effective Time you shall comply with instructions originated by the Agent that are permitted under the Account Documentation directing the disposition of funds without further consent of the Transferor or any other person.

(d)General Terms.  The monies, checks, instruments and other items of payment mailed to, and funds deposited to, the Account will not be subject to deduction, setoff, banker’s lien, or any other right in favor of any person other than the Agent and the Transferor (except that you may set off (i) all amounts due to you in respect of your customary fees and expenses for the routine maintenance and operation of the Account, (ii) the face amount of any Payment Items which have been credited to the Account but are subsequently returned unpaid or charged back or, as to Payment Items consisting of payment orders or other electronic funds transfers, reversed, cancelled or otherwise corrected or adjusted, and (iii) to cover overdrafts in the Account).

This Agreement supplements, rather than replaces, your deposit account agreement, terms and conditions and other standard documentation in effect from time to time

2

with respect to the Account or services provided in connection with the Account (the “Account Documentation”), which Account Documentation will continue to apply to the Account and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control).  Without limiting the generality of the foregoing, it is understood and agreed that the only instructions the Transferor or the Agent are entitled to give with respect to the Account are those which are permitted under the Account Documentation and the Agent may request you to provide other services (such as automatic daily transfers) with respect to the Account on or after the Effective Time; however, if such services are not authorized or otherwise covered under the Account Documentation, your decision to provide any such services shall be made in your sole discretion (including without limitation being subject to the Transferor and/or the Agent executing such Account Documentation or other documentation as you may  require in connection therewith).  Prior to issuing any instructions which it is entitled to issue under this Agreement (for the avoidance of doubt, other than a Notice of Effectiveness), the Agent shall provide you with a Certificate of Incumbency substantially in the form of Annex II hereto.

Anything to the contrary in this Agreement notwithstanding, (i) you shall have only the duties and responsibilities with respect to matters set forth herein as are expressly set forth in writing herein and shall not be deemed to be a fiduciary for any party hereto, (ii) you shall be fully protected in acting or refraining from acting in good faith on any written notice (including a Notice of Effectiveness), instruction, or request purportedly furnished to you by the Agent in accordance with the terms hereof, in which case the parties hereto agree that you have no duty to make any further inquiry whatsoever (without limiting the generality of the foregoing, it is hereby acknowledged and agreed that you have no knowledge of (and are not required to know) the terms and provisions of the separate agreement referred to in clause (c) above or any other related documentation to which you are not a party or whether any actions by the Agent (including without limitation the sending of a Notice of Effectiveness), the Transferor or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith), (iii) you shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except for your own willful misconduct or gross negligence (and, to the maximum extent permitted by law, shall under no circumstances be liable for indirect, special, punitive or consequential damages); further, you shall not be liable for losses or delays caused by force majeure, interruption or malfunction of computer, transmission or communications facilities, labor difficulties, court order or decree, the commencement of bankruptcy or other similar proceedings or other matters beyond your reasonable control; (iv) the Transferor hereby indemnifies you for, and holds you harmless against, any loss, cost, liability or expense (including reasonable inside or outside counsel fees and disbursements) incurred or suffered by you arising out of or in connection with this Agreement or the Account, except as may result from your willful misconduct or gross negligence, or any interpleader proceeding related thereto or incurred or suffered by you at the Transferor’s direction or instruction; and (v) upon and after the Effective Time, the Agent agrees to reimburse you for the item(s) referred to in clause (ii) of subparagraph (d) above (to the extent that the Agent has already received the benefits of such item(s)), in the event that there are insufficient funds in the Account therefor and you have not received reimbursement from the Transferor within 10 days after your written request therefor.

3

You may terminate this Agreement upon the sending of at least thirty (30) business days advance written notice to the other parties hereto.  The Agent may terminate this Agreement upon the sending of at least five (5) business days advance written notice to the other parties hereto.  The Transferor may not terminate this Agreement except upon the sending of at least ten (10) business days advance written notice to you accompanied by the Agent’s written consent to such termination.  Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally but only by an instrument in writing signed by you, the Agent and the Transferor.

You shall not assign or transfer your rights or obligations hereunder (other than to the Agent) without the prior written consent of the Agent and the Transferor provided, however that you may transfer any such rights or obligations to an affiliate upon 30 days advance written notice to the Agent and the Transferor.  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, the Agent, each of the parties hereto and their respective successors and assigns.

You hereby represent that the person signing this Agreement on your behalf is duly authorized by you to sign.

You agree to give the Agent, at its address specified below, copies of each periodic statement relating to activity in the Account which you provide to the Transferor, together with such additional information relating to the Account as the Agent may from time to time reasonably request.  You further agree to give the Agent and the Transferor prompt notice if the Account become subject to any writ, garnishment, judgement, warrant or attachment, execution or similar process.

Any notice, demand or other communication required or permitted to be given hereunder shall be in writing and may be personally served or sent by facsimile or by courier service or by United States mail and except as provided above with respect to a Notice of Effectiveness shall be deemed to have been delivered when delivered in person or by courier service or by facsimile or three (3) business days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed).  For the purposes hereof, (i) the addresses of the parties hereto shall be as set forth below each party’s name below, or, as to each party, at such other address as may be designated by such party in a written notice to the other party and the Agent and (ii) the address of the Agent shall be The Bank of Nova Scotia, One Liberty Plaza, 26th Floor, New York, New York 10006, Attention: Asset-Banked Finance, Middle Office Administration, William Sun and Judy Bookal, facsimile: (212) 225-5274, email: william.sun@scotiabank.com, judy.bookal@scotiabank.com or at such other address as may be designated by the Agent in a written notice to each of the parties hereto.

This Agreement may be signed in any number or counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, (ii) shall become effective when counterparts hereof have been signed by the parties hereto and (iii) shall be governed by and construed in accordance with the laws of the State of New York.  All parties hereby waive all rights to a trial by jury in any action or proceeding relating to the Account or this Agreement.

4

Please agree to the terms of, and acknowledge receipt of this notice by signing in the space provided below.

Very truly yours,
NMC FUNDING CORPORATION,
By:
Title:
920 Winter Street
Waltham, Massachusetts 02451
Facsimile No: (781) 699-9756
ACKNOWLEDGED AND AGREED:
JPMORGAN CHASE BANK
By:
Title:
Date:
Attention:	[                                  ]
	JPMorgan Chase Bank
	2 Chase Manhattan Plaza, 22nd Floor
	New York, NY 10081
Facsimile No:	[                                  ]
THE BANK OF NOVA SCOTIA, as Agent
By:
Name:
Title:

ANNEX 1

TO CONCENTRATION ACCOUNT LETTER

(FORM OF NOTICE OF EFFECTIVENESS)

DATED:                                    , 201

TO:JP Morgan Chase Bank

2 Chase Manhattan Plaza, 22nd Floor

New York, N.Y. 10081

ATTN: [                   ] or [                                      ]

Re:  Concentration Account Bank No. 323-0-76823

Ladies and Gentlemen:

We hereby give you a “Notice of Effectiveness” with respect to the above referenced Account, as and to the extent described in our letter agreement with you dated [DATE], a copy of which is attached hereto.  You are hereby instructed to comply with the instructions of the undersigned as set forth in that letter.

Very truly yours,

THE BANK OF NOVA SCOTIA,

as Agent

By:

Title:

ANNEX II

TO CONCENTRATION ACCOUNT LETTER

(FORM OF INCUMBENCY CERTIFICATE)

CERTIFICATE OF AN OFFICER OF

THE BANK OF NOVA SCOTIA, AS AGENT

The undersigned [                                 ] being an [Assistant Secretary][Vice President] of The Bank of Nova Scotia (the “Company”) hereby executes and delivers this certificate to JPMorgan Chase Bank (“JPMCB”) on behalf of the Company pursuant to the Concentration Account Letter dated as of [DATE] among the Company, NMC Funding Corporation, and JPMCB (as amended, restated, supplemented or otherwise modified from time to time, the “Concentration Account Letter”).  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Concentration Account Letter.

The undersigned hereby certifies, as of the date hereof, that the following named persons are duly appointed officers of the Company, holding the office or offices set forth opposite their respective names, and each is authorized to execute and deliver, on behalf of the Company, instructions pursuant to the terms of the Concentration Account Letter, and the signatures appearing opposite the names of such individuals are authentic and genuine and are, in fact, the signatures of such individuals:

Name	Title	Signature
[                    ]	[                    ]
[                    ]	[                    ]
[                    ]	[                    ]

IN WITNESS WHEREOF, I have hereunto set my hand this        day of                  , 20    .

By:
	[Name]
	[Assistant Secretary][Vice President]

EXHIBIT D-3

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF INTERMEDIATE CONCENTRATION ACCOUNT AGREEMENT

EXHIBIT D-3

FORM OF INTERMEDIATE CONCENTRATION ACCOUNT AGREEMENT
(the “Agreement”)

[DATE]

[Name and Address of Intermediate Concentration Account Bank]

Re:Account #[          ]

Ladies and Gentlemen:

You are hereby notified, in connection with certain transactions involving its accounts receivable, that NMC FUNDING CORPORATION (the “Transferor”) has transferred certain rights in Account #[        ] (the “Account”), as more particularly described below, to The Bank of Nova Scotia (“Scotiabank”), as Agent (the “Agent”) under the Transfer and Administration Agreement dated January 17, 2013 by and among the Transferor, as transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors,” “Bank Investors” and “Administrative Agents” and Scotiabank as Agent (as the same has been or may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “TAA”).

(a)Transfer to the Agent.  The Transferor hereby transfers exclusive ownership, dominion and control over the Account, including with respect to all monies, checks, instruments, collections, remittances and other payment items received in the Account (the “Payment Items”), to the Agent; provided that at all times prior to the Effective Time (as defined below), you may continue to honor instructions and directions issued by the Transferor in respect of the handling and disposition of Payment Items and amounts from time to time on deposit in the Account.

(b)Prior to Notice of Effectiveness.  You are hereby instructed until the Effective Time to transfer at or before the end of each banking day all funds on deposit in the

Account to the account listed in Annex I by ACH transfer or, if so directed by the Originating Entity, by wire transfer.

You are hereby further instructed to permit the Transferor and the Agent to obtain upon request any information relating to the Account, including, without limitation, any information regarding the balance or activity of the Account.

(c)Following Notice of Effectiveness.  The Transferor and the Agent hereby instruct you, beginning on the opening of business on the business day next succeeding the business day on which a notice purporting to be signed by the Agent in substantially the form attached hereto as “Annex II” with a copy of this Agreement attached thereto (a “Notice of Effectiveness”) is received by facsimile or otherwise by you at the address or facsimile number set forth below (or at such other address or facsimile number as you may from time to time notify the Agent and the Transferor in writing) (or if such Notice of Effectiveness is so received after 12:00 noon, New York City time, on any business day, on the opening of business on the second business day next succeeding the business day on which such receipt occurs) (either such time, the “Effective Time”), (i) to transfer all funds deposited and collected in the Account pursuant to instructions given to you exclusively by the Agent from time to time, (ii) that notwithstanding anything herein or elsewhere to the contrary, the Agent, and not Transferor, shall be irrevocably entitled to exercise any and all applicable rights in respect of or in connection with the Payment Items, including, without limitation, the right to specify when payments in respect of the Payment Items are to be made out of or in connection with the Account and (iii) you shall not take instruction from the Transferor with respect to any Payment Items or amounts in the Account or with respect to any aspect of the handling of the Account.  You are hereby advised by the Agent and the Transferor that the Transferor has under a separate agreement granted to the Agent certain ownership and security interests in all Payment Items and their proceeds and all monies and earnings, if any, therefrom the Account, and by your signature below you acknowledge being so advised.  A “business day” is any day other than a Saturday, Sunday or other day on which you are or are authorized or required by law to be closed.  Anything to the contrary herein notwithstanding, (i) all transactions relating to the Account or any Payment Items therein duly commenced by you or your affiliates in accordance with customary procedures prior to the Effective Time and so consummated or processed thereafter shall be deemed not to constitute a violation of this Agreement,; and (ii) you, and/or any  affiliate may (at your discretion and without any obligation to do so) (x) cease honoring the Transferor’s instructions and/or commence honoring solely the Agent’s instructions concerning the Account or the Payment Items at any time or from time to time after you become aware that the Agent has sent a Notice of Effectiveness to you but prior to the Effective Time therefor (including without limitation halting, reversing or redirecting any transaction referred to in clause (i) above), or (y) deem a Notice of Effectiveness to be received by you for purposes of the foregoing prior to the specified individual’s actual receipt if otherwise actually received by you (or if such Notice of Effectiveness contains minor mistakes or other irregularities but otherwise substantially complies with the form attached hereto as “Annex II” or does not attach an appropriate copy of this Agreement) with no liability whatsoever to the Transferor or any other party for doing so.  Notwithstanding anything to the contrary in any other agreement governing the Account, on and after the Effective Time you shall comply with instructions originated by the Agent, directing the disposition of funds without further consent of the Transferor or any other person.

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(d)General Terms.  The monies, checks, instruments and other items of payment mailed to, and funds deposited to, the Account will not be subject to deduction, setoff, banker’s lien, or any other right in favor of any person other than the Agent and the Transferor (except that you may set off (i) all amounts due to you in respect of your customary fees and expenses for the routine maintenance and operation of the Account, (ii) the face amount of any Payment Items which have been credited to the Account but are subsequently returned unpaid or charged back or, as to Payment Items consisting of payment orders or other electronic funds transfers, reversed, cancelled or otherwise corrected or adjusted, and (iii) to cover overdrafts in the Account).  This Agreement supplements, rather than replaces, your deposit account agreement, terms and conditions and other standard documentation in effect from time to time with respect to the Account or services provided in connection with the Account (the “Account Documentation”), which Account Documentation will continue to apply to the Account and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control).  Without limiting the generality of the foregoing, it is understood and agreed that the only instructions the Transferor or the Agent are entitled to give with respect to the Account are (i) for you to make disbursements and remittances from the Account as and when requested by the Transferor (at all times prior to the issuance of a Notice of Effectiveness) or the Agent and (ii) otherwise those which are permitted under the Account Documentation, and the Agent may request you to provide other services (such as automatic daily transfers) with respect to the Account on or after the Effective Time; however, if such other services are not authorized or otherwise covered under the Account Documentation, your decision to provide any such services shall be made in your sole discretion (including without limitation being subject to the Transferor and/or the Agent executing such Account Documentation or other documentation as you may  require in connection therewith).  Prior to issuing any instructions which it is entitled to issue under this Agreement (for the avoidance of doubt, other than a Notice of Effectiveness), the Agent shall provide you with a Certificate of Incumbency substantially in the form of Annex III hereto.

Anything to the contrary in this Agreement notwithstanding, (i) you shall have only the duties and responsibilities with respect to matters set forth herein as are expressly set forth in writing herein and shall not be deemed to be a fiduciary for any party hereto, (ii) you shall be fully protected in acting or refraining from acting in good faith on any written notice (including a Notice of Effectiveness), instruction, or request purportedly furnished to you by the Agent in accordance with the terms hereof, in which case the parties hereto agree that you have no duty to make any further inquiry whatsoever (without limiting the generality of the foregoing, it is hereby acknowledged and agreed that you have no knowledge of (and are not required to know) the terms and provisions of the TAA referred to above or any other related documentation to which you are not a party or whether any actions by the Agent (including without limitation the sending of a Notice of Effectiveness), the Transferor or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith), (iii) you shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except for your own willful misconduct or gross negligence (and, to the maximum extent permitted by law, shall under no circumstances be liable for indirect, special, punitive or consequential damages); further, you shall not be liable for losses or delays caused by force majeure, interruption or malfunction of computer, transmission or

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communications facilities, labor difficulties, court order or decree, the commencement of bankruptcy or other similar proceedings or other matters beyond your reasonable control; (iv) the Transferor hereby indemnifies you for, and holds you harmless against, any loss, cost, liability or expense (including reasonable inside or outside counsel fees and disbursements) incurred or suffered by you arising out of or in connection with this Agreement or the Account, except as may result from your willful misconduct or gross negligence, or any interpleader proceeding related thereto or incurred or suffered by you at the Transferor’s direction or instruction; and (v) upon and after the Effective Time, the Agent agrees to reimburse you for the item(s) referred to in clause (ii) of subparagraph (d) above (to the extent that the Agent has already received the benefits of such item(s)), in the event that there are insufficient funds in the Account therefor and you have not received reimbursement from the Transferor within 10 days after your written request therefor.

You may terminate this Agreement upon the sending of at least thirty (30) business days advance written notice to the other parties hereto.  The Agent may terminate this Agreement upon the sending of at least five (5) business days advance written notice to the other parties hereto.  The Transferor may not terminate this Agreement except upon the sending of at least ten (10) business days advance written notice to you accompanied by the Agent’s written consent to such termination.  Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally but only by an instrument in writing signed by you, the Agent and the Transferor.

You shall not assign or transfer your rights or obligations hereunder (other than to the Agent) without the prior written consent of the Agent and the Transferor provided, however that you may transfer any such rights or obligations to an affiliate upon 30 days advance written notice to the Agent and the Transferor.  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, the Agent, each of the parties hereto and their respective successors and assigns.

You hereby represent that the person signing this Agreement on your behalf is duly authorized by you to sign.

You agree to give the Agent, at its address specified below, copies of each periodic statement relating to activity in the Account which you provide to the Transferor, together with such additional information relating to the Account as the Agent may from time to time reasonably request.  You further agree to give the Agent and the Transferor prompt notice if the Account become subject to any writ, garnishment, judgment, warrant or attachment, execution or similar process.

Any notice, demand or other communication required or permitted to be given hereunder shall be in writing and may be personally served or sent by facsimile or email or by courier service or by United States mail and except as provided above with respect to a Notice of Effectiveness shall be deemed to have been delivered when delivered in person or by courier service or by facsimile or email or three (3) business days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed).  For the purposes hereof, (i) the addresses of the parties hereto shall be as set forth below each party’s name below, or, as

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to each party, at such other address as may be designated by such party in a written notice to the other party and the Agent and (ii) the address of the Agent shall be The Bank of Nova Scotia, One Liberty Plaza, 26th Floor, New York, New York 10006, Attention: Asset-Banked Finance, Middle Office Administration, William Sun and Judy Bookal, facsimile: (212) 225-5274, email: william.sun@scotiabank.com, judy.bookal@scotiabank.com or at such other address as may be designated by the Agent in a written notice to each of the parties hereto.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, (ii) shall become effective when counterparts hereof have been signed by the parties hereto and (iii) shall be governed by and construed in accordance with the laws of the State of New York.  All parties hereby waive all rights to a trial by jury in any action or proceeding relating to the Account or this Agreement.

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Please agree to the terms of, and acknowledge receipt of this notice by signing in the space provided below.

Very truly yours,

NMC FUNDING CORPORATION,

By:

Title:

920 Winter Street

Waltham, MA 02451

Facsimile No: (781) 699-9756

Email:

ACKNOWLEDGED AND AGREED:

[NAME OF BANK]

By:

Title:

Date:

[Name, Address, Facsimile No. and Email]

THE BANK OF NOVA SCOTIA, as Agent

By:

Name:

Title:

ANNEX I

TO INTERMEDIATE CONCENTRATION ACCOUNT AGREEMENT

[Insert wire instructions for Concentration Account]

ANNEX II

TO INTERMEDIATE CONCENTRATION ACCOUNT AGREEMENT

(FORM OF NOTICE OF EFFECTIVENESS)

DATED:                                    , 20

TO:[Name and Address of Bank]

ATTN: [                   ] or [                                      ]

Re:  Account No. [          ]

Ladies and Gentlemen:

We hereby give you a “Notice of Effectiveness” with respect to the above referenced Account, as and to the extent described in our letter agreement with you dated [DATE], a copy of which is attached hereto.  You are hereby instructed immediately to comply solely with the instructions of the undersigned and to cease honoring any instructions or directions issued by NMC Funding Corporation or any other person or entity.

Very truly yours,

THE BANK OF NOVA SCOTIA,

as Agent

By:

Title:

ANNEX III

TO INTERMEDIATE CONCENTRATION ACCOUNT AGREEMENT

(FORM OF INCUMBENCY CERTIFICATE)

CERTIFICATE OF AN OFFICER OF

THE BANK OF NOVA SCOTIA, AS AGENT

The undersigned [                                 ] being an [Assistant Secretary][Vice President] of The Bank of Nova Scotia (the “Company”) hereby executes and delivers this certificate to [            ] (the “Bank”) on behalf of the Company pursuant to the Intermediate Concentration Account Agreement dated as of [DATE] among the Company, NMC Funding Corporation and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the “Intermediate Concentration Account Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Intermediate Concentration Account Agreement.

The undersigned hereby certifies, as of the date hereof, that the following named persons are duly appointed officers of the Company, holding the office or offices set forth opposite their respective names, and each is authorized to execute and deliver, on behalf of the Company, instructions pursuant to the terms of the Intermediate Concentration Account Agreement, and the signatures appearing opposite the names of such individuals are authentic and genuine and are, in fact, the signatures of such individuals:

Name	Title	Signature
[                    ]	[                    ]
[                    ]	[                    ]
[                    ]	[                    ]

IN WITNESS WHEREOF, I have hereunto set my hand this        day of                  , 20    .

By:
	[Name]
	[Assistant Secretary][Vice President]

EXHIBIT E

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF INVESTOR REPORT

The Investor Report shall be substantially in the form of the sample Investor Report attached, with such amendments and modifications as are necessary to reflect the then current terms and conditions of the TAA as of the issuance date of the applicable Investor Report.

NMC Funding Corporation

Investor Report as of

Month xx, 20xx

			(a)		(b)		(c)		(d)
			Dialysis (DSD+ RCG)		Products (DPD)		Spectra (Lab)		Total
		PORTFOLIO INFORMATION
(1)		Outstanding Balance	0		0		0		0
(2)		Receivables as a percent of Total	0	%	0	%	0	%	0	%
(3)		Total Estimated Maturity Period From Schedule I							0
(4)		Collection Delay Factor							10
		CALCULATION OF NET RECEIVABLE BALANCE
(5)		Outstanding Balance	0		0		0		0
		Less Ineligibles:
(6)		A/R on Excluded Systems							0
(7)		IDPN (Homecare)							0
(8)		Receivables from Affiliates							0
(9)		Delinquent Receivables (At Initial Purchase Only)(not included in above)							0
(10)		Receivables from non-U.S. resident Obligors							0
(11)		Receivables from Obligors who are not Designated Obligors	.						0
(12)	a	Defaulted Receivables							0
(12)	b	Defaulted Receivables - Write off’s < 270							0
(13)		Government A/R excluding Medicare, Medicaid, CHAMPUS, & CHAMPUS/VA							0
(14)		Disputed Receivables & Medicare Ineligibles (Refer to TAA proviso clause ix)							0
(15)		Receivables accrued but not yet billed							0
(16)		Other Ineligible Receivables							0
(17)		Total Ineligible Receivables	0		0		0		0
(18)		Eligible Receivable Balance	0		0		0		0
(19)		Self-Pays on eligible systems in excess of 5% of Net Receivables							0
(20)		Receivables in excess of Concentration Limit per Schedule II							0
(21)		Unrealized Contractual Adjustments (excluding pre-arranged C/A’s)							0
(22)		Net Receivables Balance	0		0		0		0
		NET INVESTMENT SUMMARY
(23)		Net Investment							0
(24)		Is line 23 <= $650,000,000							Yes
(25)		Percentage Factor based on Net Investment above							0.00	%
(26)		Is Percentage Factor <= 100%?							Yes
		SELF-PAY SUMMARY
(27)		Total Self-Pay Receivables							0
(28)		Defaulted Self-Pay Receivables							0
(29)		Other Ineligible Self-Pay Receivables							0
(30)		Eligible Self-Pay Receivables							0
(31)		5% of Eligible Receivables							0
(32)		Portion of Self-Pay Receivables over 5% Limit							0

(i) The net Receivables balance before the “Self-Pays on eligible systems in excess of 5% of Net Receivables” (Line 20) and “Rec. in excess of Concentration Limit “ (Line 21) was $0.00 * 5% of this amount is $0.00 (Line 31). Since DSD accounts for 98% of the total Self-Pay Receivables (Line 27), the entire amount has been included in DSD

(ii) The entire amount of the Receivables in excess of Concentration limits has been included in DSD, since this division accounts for 98% of them

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Note:
	Breakdown of Write-offs < 270 (non-gov) per division:
	FMS	0.00
	DPD	0.00
	LAB
	TOTAL	0.00
	Medicare Recv. 7-9 months	0.00
	*proof*	0.00

				(a)		(b)		(c)	(d)
				DSD		Products		Lab	Total
			MONTHLY ACTIVITY
(33)			Sales						0
(34)			Contractual Adjustments (excluding pre-arranged contractual adjustments)						0
(35)			Returns & Allowances						—
(36)			Write-offs						0
(37)			Cash collections						0
(38)			Prompt-Pay and System Generated Rebates						0
(39)			Other Negative Billing Adjustments						0
(40)			Net Change in Receivables	0		0			0
(41)			Change in Total Receivables Current Month versus Prior Month	0		0			0
(42)			Does Line 40 = Line 41?						Yes
			RATIO CALCULATIONS
	I.		Loss-to-Liquidation Ratio:
(43)			Write-offs	0		0		0	0
(44)			Cash Collections	0		0			0
(45)			Loss-to-Liquidation Ratio	0.00	%	0.00	%		0.00	%
(46)			[Reserved]						n/a
(47)			Is 3-Month Ratio Average <= 4.50% (Trigger)						Yes
		(*) Monthly Defaulted Receivables =AR Balance that became defaulted during the month

		II.	Dilution Ratio (Limit per definition):
			=Returns & Allowances, and Contractual Adjustments
			(excluding pre-arranged contractual adjustments) Divided By Aggregate Receivable Balance from the Preceding Month
(48)	a		contractual adjustments excluding pre-arranged contractual adjustments (Line 34)	0	0	0
(48)	b		less contractual adjustments related to ineligible receivables	0		0
(48)			= Contractual Adjustments (excluding pre-arranged contractual adjustments)	0	0	0
(49)			Returns & Allowances	0	0	0
(50)			Other Negative Adjustments	0	0	0
(51)			Aggregate Receivables Balance Which Arose in the Preceding Month (Schedule IV-Dilution Reserve)			0
(52)			Dilution Ratio= (Sum of 48, 49 & 50 / 51)			0.00	%
(53)			Is 3-Month Ratio Average <=4.00% (Trigger)			Yes
		III.	Default Ratio
			(Aggregate Monthly Defaulted Receivables)/ Sales from the Prior Nine Months
(54)			Monthly Defaulted Receivables (*)	0	0	0
(55)			Deemed disputed during such month	0	0	0
(56)			Sales From the Ninth Preceding Month (Schedule V-Loss Reserve)			0
(57)			Default Ratio= (Sum of 54 & 55) / 56)			0.00	%
(58)			Is 3-Month Ratio Average<=3.25% (Trigger)			Yes

(*) Monthly Defaulted Receivables =AR Balance that became defaulted during the month includes non-gov. w/o’s <270

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		RESERVE CALCULATIONS
	I.	Dilution Reserve:
		=Dilution Reserve Percentage (from Schedule IV) Times Net Receivables Balance
(59)		Dilution Reserve Percentage (from Schedule IV) (Higher of Dilution Reserve % or 2%)	2.00	%
(60)		Net Receivables Balance	0
(61)		Dilution Reserve (59*60)	0
	II.	Discount Reserve:
		=Total unpaid Discount as of the report date (from Schedule III) Plus Liquidation Yield
		Liquidation Yield:
		=(Rate Variance Factor * Base Rate * Net investment) * (Est. Maturity + Collection Delay)/360)
(62)		Rate Variance Factor	2.25
(63)		Base Rate applicable to liquidation period of Net Investment	5.75	%
(64)		Estimated Maturity Period	0
(65)		Collection Delay Factor	10
(66)		Liquidation Yield= ((62 X 63 X 23) X ((64 + 65)/ 360))	0
(67)		Total Unpaid Discount as of the report date (from Schedule III)	0
(68)		Discount Reserve= (66 + 67)	0
	III.	Servicing Fee Reserve:
		=Aggregate Outstanding Balance * Servicing Fee % * (Estimated Maturity Period
		+ Collection Delay Period)/360)
(69)		Servicing Fee Percentage (provided by Agent)	1.00	%
(70)		Servicing Fee Reserve (1 * 69*(64+ 65)/ 360)	0
	IV.	Loss Reserve:
		=Loss Res. % * Net Receivable Balance
(71)		Loss Horizon % (From Schedule V)	0.00	%
(72)		Loss Reserve Percentage (higher of: 20% or 2.25 times (71))	20.00	%
(73)		Loss Reserve 72*(22)	0
	V.	Percentage Factor (Limit per definition of Maximum Percentage Factor):
		=(Net Investment + Dilution Reserve + Discount Reserve + Servicing Fee Reserve
		+ Loss Reserve/Net Receivable Balance)
(74)		Percentage Factor ((Sum of 23 + 61+ 68 + 70 + 73)/ 22)	0.00	%
(75)		Is the Percentage Factor <= 100%	Yes

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	PERCENTAGE FACTOR SUMMARY
(76)	Net Investment	0
(77)	Dilution Reserve	0
(78)	Discount Reserve	0
(79)	Servicing Fee Reserve	0
(80)	Loss Reserve	0
(81)	Net investment plus Reserves	0
(82)	Net Receivables Balance	0
(83)	Percentage Factor	0.00	%
(84)	Increase/ (Decrease) to Net investment	0
(85)	Adjusted Net Investment plus Reserves	0
(86)	Adjusted Percentage Factor	0.00	%

Schedules:

I.       Aging Schedule

II.     Concentrations

III.    Total Discount for Tranche Periods

IV.    Dilution Ratio Output Tracking

V.      Loss Ratio Tracking Output

VI.    UCC Filings

The undersigned, a duly authorized representative of NMC Funding Corporation, as Transferor pursuant to the Amended and restated Transfer and Administration Agreement dated as of October 16, 2008 (“TAA”) between NMC Funding Corporation, as Transferor, National Medical Care, Inc. as Collection Agent, and Paradigm Funding LLC, Giro Balanced Funding Corporation, and Liberty Street Funding, LLC as Conduit Investors, does hereby certify:

(1) References used herein to certain sections and subsections are references to their respective sections and subsections in the TAA.

(2) This certificate is being delivered pursuant to 2.11.

(3) The undersigned is an authorized officer of NMC Funding Corporation.

(4) No termination Event or Potential Termination Event has occurred under the TAA.

(5) The following information is true and correct in all material respects as of:                               Month xx, 20xx

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Settlement Statement .

the xxst day of Month 20xx

National Medical Care, Inc., as Collection Agent

By:

Name: Mark Fawcett

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NMC Funding Corporation

Investor Report as of

Month xx, 20xx

Schedule I - Aging Schedule

		(a)	(b)	(c)	(d)
	AGING SCHEDULE (Gross Receivables)	DSD	Products	Lab	Total
(1)	0-30 Days				0
(2)	31-60 Days				0
(3)	61-90 Days				0
(4)	91-120 Days				0
(5)	121-150 Days				0
(6)	151-180 Days				0
(7)	181-210 Days				0
(8)	211-240 Days				0
(9)	241-270 Days				0
(10)	>270 Days				0
(11)	Total Pool	0	0	0	(1)
		—	—	—

	DSO Calculation	3 Months Revenue	One Day’s Revenue	Gross A/R*	Total DSO
(12)	equals: Gross A/R Divided by One Day’s Revenue	0	0	0	0

*FMS and DPD Gross A/R

Schedule II - Concentrations

A.	CONCENTRATION LIMITS	Moody’s Rating		S&P Rating		Fitch Ratings			% Limit				Maximum Amount
(1)	Net Receivables Balance (Eligible)												0
	Concentration Limits for Obligor Designated as Commercial or Hospitals:
(2)	Aetna Inc.		A3		A-		A	10.00		%		0
(3)	Cigna Inc.		Baa2		BBB+		A-	6.67		%		0
(4)	United Healthcare Corp.		A2		A+		AA-	10.00		%		0
(5)	All Other Obligors							2.50		%		0
(6)	Wellpoint Inc.		Baa1		A-		A	6.67		%		0
(7)	Concentration Limit for Obligors Designated as a US Government Obligors								80.00		%		0

		(a)	(b)	(c)	(d)
B.	Concentration by Primary Obligor	DSD	Products	Lab	Total
(8)	Medicare				0
(9)	Medicaid				0
(10)	Commercial				0
(11)	Hospitals				0
(12)	CHAMPUS				0
(13)	CHAMPUS/VA				0
(14)	Other				0
(15)	Total Pool	0	0	(0)	0
		—	—	—

C.	Large Obligor Concentration	Aetna	Cigna	United Healthcare	Wellpoint Inc
(16)	0-3 Months
(17)	4-6 Months
(18)	7-9 Months
(19)	Eligible Receivables	0	0	0	0
(20)	Concentration Limit	0	0	0	0
(21)	Excess Over Concentration Limit	0	0	0	0

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Schedule IV - Ratio Output Tracking Month xx, 20xx

Dilution Reserve Calculation

													H= higher of..				J				L=
	C		D		D1		E=C+D-D1		F		G		E/F(1 month prior), or		I		12-Month		K=F(1 month prior)/G		((2.25*J)+((I-J)*(I/J))*K
	Contractual (1)		Other		Contractuals Adj.		Total		Credit		Net Receivables		2.00%		12 Month		Average		Dilution		Dilution Reserve
Report Date	Adjustments		Dilution		related to ineligible AR		Dilution		Sales		Balance		Dilution Ratio (3)		Dilution Spike		Dilution Ratio		Horizon		Percentage
Jun-08	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Jul-08	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Aug-08	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Sep-08	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Oct-08	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Nov-08	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Dec-08	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Jan-09	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Feb-09	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Mar-09	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Apr-09	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
May-09	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Jun-09	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%
Jul-09	$	0	$	—	$	—	$	0	$	0	$	0	2.00	%	2.00	%	2.00	%	0.00	%	2.00	%

6

Schedule V - Ratio Output Tracking Month xx, 20xx

Loss Reserve Calculation

																					(Higher of Stress
							D				F		G=		H		I		J=		Factor*Loss Horizon
	A		B		C		Sales For Ninth		E=C/D		Average 3 Month		(Max (F) last 12 Mths)		Preceding Sales		Net		G*(H/I)		Ratio or 20%)
	Monthly defaulted		Deemed disputed		Total Monthly		Preceding		Default		Loss		Default		(6 Months-Medicare,		Receivables		Loss Horizon		Loss
Report Date	Rec. + Non.-Gov. W/O <270 (i)		during such month >270		Defaulted/Disputed		Month		Ratio		Ratio		Spike		all other 9 Months)		Balance		Ratio		Reserve %
Jun-08	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Jul-08	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Aug-08	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Sep-08	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Oct-08	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Nov-08	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Dec-08	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Jan-09	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Feb-09	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Mar-09	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Apr-09	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
May-09	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Jun-09	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%
Jul-09	$	0	$	0	$	0	$	0	0.00	%	0.00	%	0.00	%	$	0	$	0	0.00	%	20.00	%

7

NMC Funding Corporation - Less LifeChem
Receivables Reconciliation Report	Month xx, 20xx

1	2	3			6	7	8	9	10	11	12	13	14	15	14	15
Month	Beginning Receivable Balance	Credit Sales	Credit Sales Less Medicare	Medicare Sales	Sales Tax	Total Credit Sales	Cash Collections	Returned Checks	Net Cash Collections	Write-Offs	Gross Write Offs	Contractual Adjustments	Vendor Rebates	Total Dilutions	Adjustments	Ending Receivable Balance
Jun-08	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Jul-08	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Aug-08	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Sep-08	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Oct-08	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Nov-08	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Dec-08	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Jan-09	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Feb-09	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Mar-09	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Apr-09	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
May-09	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Jun-09	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Jul-09	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
															check	0

8

NMC Funding Corporation - Less LifeChem

Receivables Aging Schedule

Month	Total Rec.	0-3 Months.	% of Total		4-6 Months	% of Total		7-9 Months	% of Total		Over 9 Months	% of Total		Over 1 Year	% of Total		Total Defaulted Receivables	% of Total		0-9 Month Receivables	% of Total		Total Rec.	% of Total
Jun-08	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Jul-08	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Aug-08	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Sep-08	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Oct-08	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Nov-08	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Dec-08	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Jan-09	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Feb-09	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Mar-09	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Apr-09	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
May-09	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Jun-09	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%
Jul-09	0	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%	0	0	%

9

NMC Funding Corporation - Less LifeChem

Loss to Liquidation Ratio

	(1)	(2)	(3)		(4)
Month	Monthly Write-offs	Collections for Current Month	Loss to Liquidation Ratio		3 Month Rolling Average Loss to Liquidation Ratio
Jun-08	0	0	0.00	%	0.00	%
Jul-08	0	0	0.00	%	0.00	%
Aug-08	0	0	0.00	%	0.00	%
Sep-08	0	0	0.00	%	0.00	%
Oct-08	0	0	0.00	%	0.00	%
Nov-08	0	0	0.00	%	0.00	%
Dec-08	0	0	0.00	%	0.00	%
Jan-09	0	0	0.00	%	0.00	%
Feb-09	0	0	0.00	%	0.00	%
Mar-09	0	0	0.00	%	0.00	%
Apr-09	0	0	0.00	%	0.00	%
May-09	0	0	0.00	%	0.00	%
Jun-09	0	0	0.00	%	0.00	%
Jul-09	0	0	0.00	%	0.00	%

10

NMC Funding Corporation - Less LifeChem

Default Ratio

	(1)	(2)	(4)	(5)	(6)		(7)		(8)		(9)	(10)	(11)	(12)
Month	Monthly defaulted Receceivables (i) + Non- Gov. w/o’s <270	Deemed disputed during such month	Total Monthly Defaulted/ Disputed	Sales for the Ninth Preceding Month	Default Ratio		Three Month Average Default Ratio		Default Ratio Spike		Sales for NINE Preceding Months	Net Receivables Balance	Horizon	Loss Horizon
Jun-08	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Jul-08	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Aug-08	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Sep-08	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Oct-08	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Nov-08	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Dec-08	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Jan-09	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Feb-09	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Mar-09	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Apr-09	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
May-09	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Jun-09	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%
Jul-09	0	0	0	0	0.00	%	0.00	%	0.00	%	0	0	0.00	0.00	%

11

NMC Funding Corporation - Less LifeChem

Dilution Ratio

	(1)	(2)	(3)	(4)	(5)	(6)	(7)		(8)		(9)		(10)
Month	Contractual Adjustments	Pre-arranged contractual adjustments	Contractual Adj. Related to Defaulted Receivables	Other Dilution	Credit Sales	Net Receivables Balance	Dilution Ratio		Dilution Spike		Twelve Month Dilution Ratio Average		Dilution Horizon
Jun-08	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Jul-08	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Aug-08	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Sep-08	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Oct-08	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Nov-08	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Dec-08	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Jan-09	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Feb-09	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Mar-09	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Apr-09	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
May-09	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Jun-09	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%
Jul-09	0		0	0	0	0	0.00	%	0.00	%	0.00	%	0.00	%

12

NMC Funding Corporation

Receivables Reconciliation Report

Month xx, 20xx

	Beginning									Ending
	Receivable	Credit	Cash	Gross		Net	Contractual	Other		Receivable
Month	Balance	Sales	Collections	Write Offs	Recoveries	Write Offs	Adjustments	Dilution	Adjustments	Balance
Jun-08	0	0	0	0	0	0	0	0	0	0
Jul-08	0	0	0	0	0	0	0	0	0	0
Aug-08	0	0	0	0	0	0	0	0	0	0
Sep-08	0	0	0	0	0	0	0	0	0	0
Oct-08	0	0	0	0	0	0	0	0	0	0
Nov-08	0	0	0	0	0	0	0	0	0	0
Dec-08	0	0	0	0	0	0	0	0	0	0
Jan-09	0	0	0	0	0	0	0	0	0	0
Feb-09	0	0	0	0	0	0	0	0	0	0
Mar-09	0	0	0	0	0	0	0	0	0	0
Apr-09	0	0	0	0	0	0	0	0	0	0
May-09	0	0	0	0	0	0	0	0	0	0
Jun-09	0	0	0	0	0	0	0	0	0	0
Jul-09	0	0	0	0	0	0	0	0	0	0
										0

13

Schedule III - Discount
List all Tranches which were outstanding as of the date hereof:	Month xx, 20xx

		(a)	(b)		(d)	(f)
		input	input	(c)	input	(d x e x [c/360])
	Net	Issue	Maturity	input	Face	Unpaid Discount
Bank	Investment	Date	Date	# days	Amount	Amount
Bank #1	0
				0		0.00
Bank #2	0
				0		0.00
Bank #3	0
				0		0.00

14

	Net	Issue	Maturity		Face	Unpaid Discount
Bank	Investment	Date	Date	# days	Amount	Amount
TOTAL	0					0.00

New Net Investment Based on this Report
Total as of	Month xx, 20xx	0

			Future	Current	Change from
	pro-rata		Net Investment	Net Investment	Current
Bank 1	33.33	%	0.00	0.00	0
Bank 2	33.33	%	0.00	0.00	0
Bank 3	33.33	%	0.00	0.00	0
TOTAL	100.00	%	—	—	$	0

15

NMC FUNDING CORPORATION

Amended and Restated Transfer and Administration Agreement

UCC Financing Statements

	Name of Entity	Jurisdiction of Filing	Filing Date	Filing #
(1)	Bio-Medical Applications Home Dialysis Services, Inc.	Delaware	12/26/2001	20185177
(2)	Bio-Medical Applications Management Company, Inc	Delaware	12/26/2001	20188270
(3)	Bio-Medical Applications of Alabama, Inc.	Delaware	12/26/2001	20201248
(4)	Bio-Medical Applications of Anacostia, Inc.	Delaware	12/26/2001	20201040
(5)	Bio-Medical Applications of Aquadilla, Inc.	Delaware	12/26/2001	20201362
(6)	Bio-Medical Applications of Arecibo, Inc.	Delaware	12/26/2001	20201446
(7)	Bio-Medical Applications of Arizona, Inc.	Delaware	12/26/2001	20207518
(8)	Bio-Medical Applications of Arkansas, Inc.	Delaware	12/26/2001	20207492
(9)	Bio-Medical Applications of Bayamon, Inc.	Delaware	12/26/2001	20207500
(10)	Bio-Medical Applications of Blue Springs, Inc	Delaware	12/26/2001	20185151
(11)	Bio-Medical Applications of Caguas, Inc.	Delaware	12/26/2001	20207484
(12)	Bio-Medical Applications of California, Inc.	Delaware	12/26/2001	20207468
(13)	Bio-Medical Applications of Camarillo, Inc.	Delaware	12/26/2001	20207476
(14)	Bio-Medical Applications of Capitol Hill, Inc.	Delaware	12/26/2001	20207682
(15)	Bio-Medical Applications of Carolina, Inc.	Delaware	12/26/2001	20196109
(16)	Bio-Medical Applications of Carson, Inc.	Delaware	12/26/2001	20196067
(17)	Bio-Medical Applications of Clinton, Inc.	Delaware	12/26/2001	20185128
(18)	Bio-Medical Applications of Columbia Heights, Inc.	Delaware	12/26/2001	20205660
(19)	Bio-Medical Applications of Connecticut, Inc.	Delaware	12/26/2001	20205645
(20)	Bio-Medical Applications of Delaware, Inc.	Delaware	12/26/2001	20205611
(21)	Bio-Medical Applications of Dover, Inc.	Delaware	12/26/2001	20185110
(22)	Bio-Medical Applications of East Orange, Inc	Delaware	12/26/2001	20205629
(23)	Bio-Medical Applications of Essex, Inc.	Delaware	12/26/2001	20187488
(24)	Bio-Medical Applications of Eureka, Inc.	Delaware	12/26/2001	20205603

16

NMC FUNDING CORPORATION

Amended and Restated Transfer and Administration Agreement

UCC Financing Statements

	Name of Entity	Jurisdiction of Filing	Filing Date	Filing #
(25)	Bio-Medical Applications of Fayetteville, Inc.	Delaware	12/26/2001	20201701
(26)	Bio-Medical Applications of Florida, Inc.	Delaware	12/26/2001	20205587
(27)	Bio-Medical Applications of Fremont, Inc.	Delaware	12/26/2001	20205579
(28)	Bio-Medical Applications of Fresno, Inc.	Delaware	12/26/2001	20205553
(29)	Bio-Medical Applications of Georgia, Inc.	Delaware	12/26/2001	20205546
(30)	Bio-Medical Applications of Glendora, Inc.	Delaware	12/26/2001	20205538
(31)	Bio-Medical Applications of Guayama, Inc.	Delaware	12/26/2001	20205496
(32)	Bio-Medical Applications of Hillside, Inc.	Delaware	12/26/2001	20205256
(33)	Bio-Medical Applications of Hoboken, Inc.	Delaware	12/26/2001	20187389
(34)	Bio-Medical Applications of Humacao, Inc.	Delaware	12/26/2001	20205231
(35)	Bio-Medical Applications of Illinois, Inc.	Delaware	12/26/2001	20206932
(36)	Bio-Medical Applications of Indiana, Inc.	Delaware	12/26/2001	20206908
(37)	Bio-Medical Applications of Irvington, Inc.	Delaware	12/26/2001	20206916
(38)	Bio-Medical Applications of Jersey City, Inc.	Delaware	12/26/2001	20206890
(39)	Bio-Medical Applications of Kansas, Inc.	Delaware	12/26/2001	20206882
(40)	Bio-Medical Applications of Kentucky, Inc.	Delaware	12/26/2001	20206866
(41)	Bio-Medical Applications of Las Americas, Inc.	Delaware	12/26/2001	20206858
(42)	Bio-Medical Applications of Long Beach, Inc.	Delaware	12/26/2001	20206833
(43)	Bio-Medical Applications of Los Gatos, Inc.	Delaware	12/26/2001	20206841
(44)	Bio-Medical Applications of Louisiana, Inc.	Delaware	12/26/2001	20206874
(45)	Bio-Medical Applications of Maine, Inc.	Delaware	12/26/2001	20206825
(46)	Bio-Medical Applications of Manchester, Inc.	Delaware	12/26/2001	20187165
(47)	Bio-Medical Applications of Maryland, Inc.	Delaware	12/26/2001	20205686
(48)	Bio-Medical Applications of Massachusetts, Inc.	Delaware	12/26/2001	20205694

17

NMC FUNDING CORPORATION

Amended and Restated Transfer and Administration Agreement

UCC Financing Statements

	Name of Entity	Jurisdiction of Filing	Filing Date	Filing #
(49)	Bio-Medical Applications of Mayaguez, Inc.	Delaware	12/26/2001	20191555
(50)	Bio-Medical Applications of Michigan, Inc.	Delaware	12/26/2001	20191498
(51)	Bio-Medical Applications of Minnesota, Inc.	Delaware	12/26/2001	20191373
(52)	Bio-Medical Applications of Mission Hills, Inc.	Delaware	12/26/2001	20191332
(53)	Bio-Medical Applications of Mississippi, Inc.	Delaware	12/26/2001	20191027
(54)	Bio-Medical Applications of Missouri, Inc.	Delaware	12/26/2001	20189518
(55)	Bio-Medical Applications of MLK, Inc.	Delaware	12/26/2001	20189443
(56)	Bio-Medical Applications of Nevada, Inc	Nevada	12/26/2001	20010146901
(57)	Bio-Medical Applications of New Hampshire, Inc.	Delaware	12/26/2001	20189468
(58)	Bio-Medical Applications of New Jersey, Inc.	Delaware	12/26/2001	20203095
(59)	Bio-Medical Applications of New Mexico, Inc.	Delaware	12/26/2001	20187793
(60)	Bio-Medical Applications of New York, Inc.	Delaware	12/26/2001	20187314
(61)	Bio-Medical Applications of North Carolina, Inc.	Delaware	12/26/2001	20189351
(62)	Bio-Medical Applications of Northeast, D.C., Inc.	Delaware	12/26/2001	20188668
(63)	Bio-Medical Applications of Oakland, Inc.	Delaware	12/26/2001	20188619
(64)	Bio-Medical Applications of Ohio, Inc.	Delaware	12/26/2001	20188478
(65)	Bio-Medical Applications of Oklahoma, Inc.	Delaware	12/26/2001	20188114
(66)	Bio-Medical Applications of Pennsylvania, Inc.	Delaware	12/26/2001	20188056
(67)	Bio-Medical Applications of Pine Brook, Inc.	Delaware	12/26/2001	20187900
(68)	Bio-Medical Applications of Ponce, Inc.	Delaware	12/26/2001	20187827
(69)	Bio-Medical Applications of Puerto Rico, Inc.	Delaware	12/26/2001	20187694
(70)	Bio-Medical Applications of Rhode Island, Inc.	Delaware	12/26/2001	20187629
(71)	Bio-Medical Applications of Rio Piedras, Inc.	Delaware	12/26/2001	20185862
(72)	Bio-Medical Applications of San Antonio, Inc.	Delaware	12/26/2001	20186456

18

NMC FUNDING CORPORATION

Amended and Restated Transfer and Administration Agreement

UCC Financing Statements

	Name of Entity	Jurisdiction of Filing	Filing Date	Filing #
(73)	Bio-Medical Applications of San German, Inc.	Delaware	12/26/2001	20186305
(74)	Bio-Medical Applications of San Juan, Inc.	Delaware	12/26/2001	20185938
(75)	Bio-Medical Applications of South Carolina, Inc.	Delaware	12/26/2001	20185912
(76)	Bio-Medical Applications of South Queens, Inc.	Delaware	12/26/2001	20186373
(77)	Bio-Medical Applications of Southeast Washington, Inc.	Delaware	12/26/2001	20185854
(78)	Bio-Medical Applications of Tennessee, Inc.	Delaware	12/26/2001	20186084
(79)	Bio-Medical Applications of Texas, Inc.	Delaware	12/26/2001	20186282
(80)	Bio-Medical Applications of The District of Columbia, Inc.	Delaware	12/26/2001	20186134
(81)	Bio-Medical Applications of Trenton, Inc.	Delaware	12/26/2001	20185631
(82)	Bio-Medical Applications of Ukiah, Inc.	Delaware	12/26/2001	20185573
(83)	Bio-Medical Applications of Virginia, Inc.	Delaware	12/26/2001	20185425
(84)	Bio-Medical Applications of West Virginia, Inc.	Delaware	12/26/2001	20185383
(85)	Bio-Medical Applications of Wisconsin, Inc.	Delaware	12/26/2001	20185292
(86)	Bio-Medical Applications of Woonsocket, Inc.	Delaware	12/26/2001	20185268
(87)	Dialysis America Alabama, LLC	Delaware	12/26/2001	20185474
(88)	Dialysis America Georgia, LLC	Delaware	12/26/2001	20185920
(89)	Dialysis Associates of Northern New Jersey, LLC	New Jersey	12/26/2001	2079480
(90)	Everest Healthcare Holdings, Inc.	Delaware	12/26/2001	20182554
(91)	Everest Healthcare Indiana, Inc.	Indiana	12/26/2001	200100009985327
(92)	Everest Healthcare Rhode Island, Inc.	Delaware	12/26/2001	20182430
(93)	Everest Healthcare Texas Holding Corp	Delaware	12/26/2001	20182422
(94)	Everest Healthcare Texas, LP	Delaware	12/26/2001	20182372
(95)	Everest Management, Inc.	Delaware	12/26/2001	20182323
(96)	FMC Dialysis Services Colorado, LLC (f/k/a Bio-Medical Applications Of Colorado, Inc.)	Delaware	12/26/2001	20182299

19

NMC FUNDING CORPORATION

Amended and Restated Transfer and Administration Agreement

UCC Financing Statements

	Name of Entity	Jurisdiction of Filing	Filing Date	Filing #
(97)	FMC Dialysis Services-Oregon, LLC	Oregon	12/26/2001	573701
(98)	FMC Dialysis Services-Oregon, LLC (f/k/a Willamette Valley Kidney Center, LLC)	Oregon	12/26/2001	573699
(99)	Fresenius Management Services, Inc.	Delaware	12/26/2001	20182265
(100)	Fresenius USA Home Dialysis, Inc.	Delaware	12/26/2001	20182273
(101)	Fresenius USA Marketing, Inc.	Delaware	12/26/2001	20182232
(102)	Fresenius USA of Puerto Rico, Inc.	Delaware	12/26/2001	20182042
(103)	Fresenius USA, Inc.	Massachusetts	12/26/2001	200107918400
(104)	Gulf Region Mobile Dialysis, Inc.	Delaware	12/26/2001	11791206
(105)	Home Dialysis of America, Inc.	Arizona	12/26/2001	200111999672
(106)	Home Dialysis of Muhlenberg County, Inc.	Kentucky	12/26/2001	2001-1743498-99
(107)	Home Intensive Care, Inc.	Delaware	12/26/2001	20185235
(108)	Mercy Dialysis Center, Inc.	Wisconsin	12/26/2001	10010579325
(109)	National Medical Care, Inc	Delaware	12/26/2001	20185219
(110)	National Medical Care, Inc	Delaware	12/26/2001	20185185
(111)	Neomedica, Inc	Delaware	12/26/2001	20185201
(112)	North Buckner Dialysis Center, Inc.	Delaware	12/26/2001	20183628
(113)	Northern New Jersey Dialysis, L.L.C.	Delaware	12/26/2001	20183651
(114)	Qualicenters, Inc.	Colorado	12/26/2001	20012119190
(115)	Renal Scientific Services, Inc.	Delaware	12/26/2001	20183578
(116)	San Diego Dialysis Services, Inc.	Delaware	12/26/2001	20185748
(117)	Spectra East, Inc.	Delaware	12/26/2001	20185680
(118)	Spectra Laboratories, Inc.	Nevada	12/26/2001	2001014691-3
(119)	Terrell Dialysis Center, L.L.C.	Delaware	12/26/2001	20183164
(120)	Conejo Valley Dialysis, Inc.	California	12/27/2001	136260218

20

NMC FUNDING CORPORATION

Amended and Restated Transfer and Administration Agreement

UCC Financing Statements

	Name of Entity	Jurisdiction of Filing	Filing Date	Filing #
(121)	Dialysis Services of Cincinnati, Inc.	Ohio	12/27/2001	OH00043224499
(122)	Dialysis Services, Inc.	Texas	12/27/2001	02-0013486387
(123)	Dialysis Specialists of Topeka, Inc.	Kansas	12/27/2001	5101266
(124)	Dialysis Specialists of Tulsa, Inc.	Oklahoma	12/27/2001	2001011361217
(125)	Everest Healthcare Ohio, Inc.	Ohio	12/27/2001	OH00043224277
(126)	Fresenius USA Sales, Inc.	Massachusetts	12/27/2001	200107918220
(127)	Haemo-Stat, Inc., Acute Hemodialysis Nursing Service	California	12/27/2001	136260283
(128)	Prime Medical, Inc.	Delaware	12/27/2001	200107918040
(129)	Santa Barbara Community Dialysis Center	California	12/27/2001	136260308
(130)	Con-Med Supply Company, Inc.	Illinois	1/9/2002	4569733
(131)	WSKC Dialysis Services, Inc.	Illinois	1/9/2002	4569717
(132)	Du Page Dialysis Ltd.	Illinois	1/10/2002	4569725

21

EXHIBIT F

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF TRANSFER CERTIFICATE

EXECUTION COPY

SIXTH AMENDED AND RESTATED TRANSFER CERTIFICATE

Reference is made to the Transfer and Administration Agreement dated as of January 17, 2013, (such agreement as amended, modified or supplemented from time to time, the “Agreement”) among NMC Funding Corporation, as transferor (in such capacity, the “Transferor”), National Medical Care, Inc., as collection agent (in such capacity, the “Collection Agent”), Liberty Street Funding LLC as a Conduit Investor, Atlantic Asset Securitization LLC as a Conduit Investor, Salisbury Receivables Company, LLC as a Conduit Investor, Thunder Bay Funding, LLC as a Conduit Investor, Market Street Funding LLC as a Conduit Investor, Victory Receivables Corporation as a Conduit Investor, the financial institutions from time to time a party thereto as Bank Investors, Credit Agricole Corporate and Investment Bank, New York as an Administrative Agent, Barclays Bank PLC as an Administrative Agent, Royal Bank of Canada as an Administrative Agent, PNC Bank, National Association as an Administrative Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd. as an Administrative Agent, and The Bank of Nova Scotia as an Administrative Agent and as Agent.  Terms defined in the Agreement are used herein as therein defined.

The Transferor hereby conveys, transfers and assigns to the Agent, on behalf of the Conduit Investors and the Bank Investors, as applicable, an undivided ownership interest in the Affected Assets.  Each Incremental Transfer by the Transferor to the Agent and each reduction or increase in the Net Investment in respect of each Incremental Transfer evidenced hereby shall be indicated by the Agent on the grid attached hereto which is part of this Transfer Certificate.

This Transfer Certificate is made without recourse except as otherwise provided in the Agreement.

This Transfer Certificate shall be governed by, and construed in accordance with, the laws of the State of New York.

This Transfer Certificate amends, restates and supersedes in its entirety that certain Transfer Certificate dated as of November 17, 2009 issued to WestLB, New York Branch and assigned to The Bank of Nova Scotia, as successor agent, on January 17, 2013 (the “Earlier Transfer Certificate”), which Earlier Transfer Certificate previously superseded all prior “Certificates” and “Transfer Certificates” issued under predecessor versions of the Agreement.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Transfer Certificate to be duly executed and delivered by its duly authorized officer as of the date first above written.

NMC FUNDING CORPORATION,
By:
	Name:
	Title:

Dated as of January     , 2013

2

Transfer Certificate
(Grid)

Date Event(2) Increase (or 
Decrease in Net
Investment Notation
Made By

(2)  Specify whether Incremental Transfer or Reduction in Net Investment.

3

Exhibit G

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION

Dated                           , 20  

Reference is made to the Transfer and Administration Agreement dated as of January 17, 2013 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “TAA”) by and among NMC Funding Corporation, as transferor (the “Transferor”), National Medical Care, Inc., as the initial collection agent (the “Collection Agent”), those entities from time to time parties thereto as “Conduit Investors”, those financial institutions from time to time parties thereto as “Bank Investors”, those entities from time to time parties thereto as “Administrative Agents”, and The Bank of Nova Scotia, as “Agent”.  Unless otherwise defined herein, capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the TAA.

(the “Assignor”) and                            (the “Assignee”) agree as follows:

1.             The Assignor hereby assigns to the Assignee, without recourse, a percentage of the Transferred Interest (such percentage as set forth on Schedule I hereto, to be determined based on the relation that the amount of the Sales Price (as hereinafter defined) allocated to Net Investment bears to the aggregate Net Investment held by the Assignor immediately prior to the assignment contemplated hereby) owned by the Assignor under the TAA as of the Assignment Date (as hereinafter defined).  In consideration thereof, the Assignee has paid to the Assignor an amount (the “Sales Price”) equal to $                      (3), receipt of which payment is hereby acknowledged.  In addition, in consideration of the payment of the Sales Price, the Assignor hereby sells and assigns to the Assignee, without recourse and the Assignee hereby accepts and assumes from the Assignor, [all] [such percentage] of the Assignor’s rights, obligations and duties under the TAA as a Bank Investor [(it being understood that the Assignee shall (a) be obligated to effect Incremental Transfers in accordance with the TAA, notwithstanding that the Assignor was not so obligated and (b) not have the right to elect the commencement of the amortization of the Net Investment pursuant to the definition of

(3)           This amount shall be an amount determined, calculated, allocated and otherwise mutually agreed to by the Assignor and Assignee in their sole discretion.

G-1

Reinvestment Termination Date, notwithstanding that the Assignor had such right) and](4) [all] [such percentage] of the Assignor’s related rights and obligations as the owner of such Transferred Interest under the TAA and the other Transaction Documents [,in each case,](2) as of the Assignment Date.

2.             The Assignor (i) represents and warrants that it is the legal and beneficial owner of the Transferred Interest being assigned by it hereunder and that such interest is free and clear of any Adverse Claim created by the Assignor; (ii) makes no representation and warranty and assumes no responsibility with respect to any statements, warranties, or representations made in or in connection with the TAA, the other Transaction Documents or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the TAA, the other Transaction Documents, or any other instrument or document related to the foregoing; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Transferor, any of the Originating Entities, any other Parent Group Member or the Collection Agent, or the performance or observance by the Transferor, any of the Originating Entities, any other Parent Group Member or the Collection Agent of any of their respective obligations under the TAA, the Receivables Purchase Agreement, the other Transaction Documents, or any other instrument or document furnished pursuant thereto.

3.             The Assignee (i) confirms that it has received a copy of the TAA, the Receivables Purchase Agreement and such other instruments, documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase such interest; (ii) agrees that it will, independently and without reliance upon the Agent, any Investor, any Administrative Agent or any of the foregoing’s respective Affiliates, or the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the TAA and the other Transaction Documents; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the TAA, the other Transaction Documents and any other instrument or document furnished pursuant thereto as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto and to enforce its respective rights and interests under the TAA, the other Transaction Documents, the Receivables, the Contracts and the Related Security; (iv) appoints and authorizes its Administrative Agent to take such action as agent on its behalf and to exercise such powers under the TAA, the other Transaction Documents and any other instrument or document furnished pursuant thereto as are delegated to such Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the TAA and the other Transaction Documents are required to be performed by it as the Assignee of the Assignor; (vi) agrees that it will not institute against any Conduit Investor any proceeding of the type referred to in Section 10.9 of the TAA at any time prior to the date which is one year and one day after the payment in full of all Commercial Paper issued by such Conduit

(4)           To be included only where the Assignor is a Conduit Investor under the TAA and is assigning all of its rights as such to its related Bank Investors in accordance with Section 9.7 of the TAA.

G-2

Investor; and (vii) specifies as its address for notices the address set forth in Section 2 of Schedule 1 hereto.

4.             This Assignment and Acceptance shall be effective as of the date specified in Section 2 of Schedule 1 hereto as of the “Assignment Date” but only after [the Administrative Agent of the Assignor’s Related Group has given its written approval and](5) a fully executed copy of this Assignment and Assumption has been delivered to such Administrative Agent and the Agent.

5.             Upon delivery of this Assignment and Assumption to the Agent, as of the Assignment Date, (i) the Assignee shall have all of the rights and obligations of the Assignor under the TAA and under the other Transaction Documents to which such Assignor is or, immediately prior to this Assignment and Assumption, was a party with respect to such assigned interest for all purposes of the TAA and under the other Transaction Documents to which such assignor is, or immediately prior to this Assignment and Assumption, was a party and (ii) the Assignor shall, to the extent provided in this Assignment and Assumption and the TAA, relinquish its rights with respect to such assigned interest for all purposes of the TAA and under the other Transaction Documents to which the Assignor is or, immediately prior to this Assignment and Assumption was a party.

6.             From and after [the later of] the Assignment Date [and the date of approval of this Assignment and Assumption by the Administrative Agent for the Assignor’s Related Group], such Administrative Agent and the Agent shall make all payments under the TAA and the other applicable Transaction Documents in respect of the interest assigned hereby (including, without limitation, all payments on account of the Receivables with respect thereto) to the Assignee.  The Assignor and Assignee shall make directly between themselves all appropriate adjustments in payments under the TAA and such other applicable Transaction Documents for periods, if any, prior to the later of the dates specified in the preceding sentence.

7.             This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York.

8.   This Assignment and Assumption 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 instrument.

(5)           To be included only where the Assignor is a Bank Investor under the TAA.

G-3

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[ASSIGNOR]

By:

[ASSIGNEE]

By:

[Approved this          day

of                                 , 20

[ADMINISTRATIVE AGENT]
By:
	Title:]
Accepted and recorded this          day
of                                 , 20
THE BANK OF NOVA SCOTIA, as Agent
By:
	Title:

G-4

Schedule 1

to

Assignment and Acceptance

Dated                           , 20  

Section 1.
Percentage of Assignor’s Transferred Interest assigned hereunder (without giving effect to any assignments thereof which have not yet become effective):	%
Assignor’s Net Investment immediately prior to this assignment	$
Amount of Net Investment assigned to Assignee	%
Amount of Assignee’s remaining Net Investment	%
[Aggregate Amount of Letters of Credit assigned to Assignee:](6)	$
[Aggregate Amount of Unpaid Reimbursement Obligations under Letters of Credit assigned to Assignee:](7)	$
[Assignee’s Commitment (after giving effect hereto):](8)	$
[Assignor’s remaining Commitment (after giving effect hereto)]	$

(6)           To be included only where the Assignor is a Bank Investor under the TAA.

(7)           To be included only where the Assignor is a Bank Investor under the TAA.

(8)           To be included only where the Assignor is a Bank Investor under the TAA.

G-5

Section 2.

Assignment Date:                           , 20

Address for Notices:

[Name of Assignor]

[Address]

[Facsimile Number/Confirmation Number]

[Name of Assignee]

[Address]

[Facsimile Number/Confirmation Number]

G-6

EXHIBIT H

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION 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 “Legal Proceedings” section of the most recent annual report on Form 20-F or report on Form 6-K for the quarter, as applicable, and such other Form 6-Ks referencing therein any actions, suits or proceedings, each as filed by Fresenius Medical Care AG & Co. KGaA (“FME KGaA” or the “Company”) with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 is hereby incorporated by reference as if fully set forth herein.

Such filings can be found on the SEC website at the following link: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001333141&owner=exclude&count=40

The following are excerpts from the reports on Form 6-K of FME KGaA filed with the Securities and Exchange Commission on October 31, 2012 for the period ending September 30, 2012, as amended, and on December 13, 2012 (in thousands, except share and per share data):

Legal Proceedings

The Company is routinely involved in numerous claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary course of its business of providing healthcare services and products. Legal matters that the Company currently deems to be material are described below. For the matters described below in which the Company believes a loss is both reasonably possible and estimable, an estimate of the loss or range of loss exposure is provided. For the other matters described below, the Company believes that the loss probability is remote and/or the loss or range of possible losses cannot be reasonably estimated at this time. The outcome of litigation and other legal matters is always difficult to predict accurately and outcomes that are not consistent with the Company’s view of the merits can occur. The Company believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that the resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on its business, results of operations and financial condition.

H-1

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 [Fresenius Medical Care Holdings, Inc.], 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. In January and February 2011, the U.S. Bankruptcy Court entered orders confirming the plan of reorganization and the confirmation orders were affirmed by the U.S. District Court on January 31, 2012. Multiple parties have appealed to the Third Circuit Court of Appeals and the plan of reorganization will not be implemented until the appeals are finally resolved.

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

H-2

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 final confirmation of a plan of reorganization that satisfies the conditions of the Company’s payment obligation, this litigation will be dismissed with prejudice.

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 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 against FMCH for alleged infringement of Baxter’s patents. In general, the asserted 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, the court entered judgment on a jury verdict in favor of FMCH finding all asserted claims of Baxter patents 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 trial 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 touchscreen-equipped 2008K machine effective January 1, 2009. The Company appealed the court’s rulings to the United States Court of Appeals for the Federal Circuit (“Federal Circuit”). In October 2008, the Company completed design modifications to the 2008K machine that eliminate any incremental hemodialysis machine royalty payment exposure under the District Court order. On September 10, 2009, the Federal Circuit reversed the district court’s decision and determined that the asserted claims in two of the three patents at issue are invalid. As to the third patent, the Federal Circuit affirmed the district court’s decision; however, the Court also vacated the injunction and award of damages. These issues were remanded to the District Court for reconsideration in light of the invalidity ruling on most of the claims. As a result, FMCH is no longer required to fund the court-approved escrow account set up to hold the royalty payments ordered by the district court. Funds of $70,000 were contributed to the escrow fund. Upon remand, the district court reduced the post verdict damages award to $10,000 and $61,000 of the escrowed funds was returned to FMCH. In the parallel reexamination of the last surviving patent, the U.S. Patent and Trademark Office and the Board of Patent Appeals and Interferences ruled that the remaining Baxter patent is invalid. On May 17, 2012 the Federal Circuit affirmed the U.S Patent and Trademark Office’s ruling and invalidated the final remaining Baxter patent. Baxter’s request to the Federal Circuit for a rehearing has been denied.

On August 27, 2012, Baxter filed suit in the U.S. District Court for the Northern District of Illinois, styled Baxter International Inc., et al., v. Fresenius Medical Care Holdings, Inc., Case No. 12-cv-06890, alleging that the Company’s LibertyTM cycler infringes certain U.S. patents

H-3

 that were issued to Baxter between October 2010 and June 2012. The Company believes it has valid defenses to these claims, and will defend this litigation vigorously.

Other Litigation and Potential Exposures

Renal Care Group, Inc. (“RCG”), which the Company acquired in 2006, is named as a nominal defendant in a complaint originally filed September 13, 2006 in the Chancery Court for the State of Tennessee Twentieth Judicial District at Nashville styled Indiana State District Council of Laborers and Hod Carriers Pension Fund v. Gary Brukardt et al. Following the trial court’s dismissal of the complaint, plaintiff’s appeal in part, and reversal in part by the appellate court, the cause of action purports to be a class action on behalf of former shareholders of RCG and seeks monetary damages only against the individual former directors of RCG. The individual defendants, however, may have had claims for indemnification and reimbursement of expenses against the Company. Subject to the approval of the Nashville Chancery Court, the plaintiff has agreed to dismiss the Complaint with prejudice against the plaintiff and all other class members in exchange for a payment that is not material to the Company.

On July 17, 2007, resulting from an investigation begun in 2005, the United States Attorney filed a civil complaint in the United States District Court for the Eastern District of Missouri (St. Louis) against Renal Care Group, Inc., its subsidiary RCG Supply Company, and FMCH in its capacity as RCG’s current corporate parent. 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 FMCH’s acquisition of RCG in 2006. 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. On August 11, 2009, the Missouri District Court granted RCG’s motion to transfer venue to the United States District Court for the Middle District of Tennessee (Nashville). On March 22, 2010, the Tennessee District Court entered judgment against defendants for approximately $23,000 in damages and interest under the unjust enrichment count of the complaint but denied all relief under the six False Claims Act counts of the complaint. On June 17, 2011, the District Court entered summary judgment against RCG for $82,643 on one of the False Claims Act counts of the complaint. On June 23, 2011, the Company appealed to the United States Court of Appeals for the Sixth Circuit.

On October 5, 2012, the Sixth Circuit Court of Appeals substantially reversed the District Court, vacated the District Court judgment and damages award, and entered judgment for the FMCH defendants on the principal False Claims Act counts of the complaint. The Court of Appeals remanded the case to the District Court for further proceedings and trial only on the unjust enrichment and ‘steering’ counts of the complaint. The Company will contest those counts if they are pursued.

On February 15, 2011, a qui tam relator’s complaint under the False Claims Act against FMCH was unsealed by order of the United States District Court for the District of Massachusetts and served by the relator. The United States has not intervened in the case United States ex rel. Chris Drennen v. Fresenius Medical Care Holdings, Inc., 2009 Civ. 10179 (D. Mass.). The relator’s complaint, which was first filed under seal in February 2009, alleges that the Company seeks and receives reimbursement from government payors for serum ferritin and

H-4

hepatitis B laboratory tests that are medically unnecessary or not properly ordered by a physician. FMCH has filed a motion to dismiss the complaint. On March 6, 2011, the United States Attorney for the District of Massachusetts issued a Civil Investigative Demand seeking the production of documents related to the same laboratory tests that are the subject of the relator’s complaint. FMCH has cooperated fully in responding to the additional Civil Investigative Demand, and will vigorously contest the relator’s complaint.

On June 29, 2011, FMCH received a subpoena from the United States Attorney for the Eastern District of New York (“E.D.N.Y.”). On December 6, 2011, a single Company facility in New York received a subpoena from the OIG that was substantially similar to the one issued by the U.S. Attorney for the E.D.N.Y. These subpoenas are part of a criminal and civil investigation into relationships between retail pharmacies and outpatient dialysis facilities in the State of New York and into the reimbursement under government payor programs in New York for medications provided to patients with ESRD. Among the issues encompassed by the investigation is whether retail pharmacies may have provided or received compensation from the New York Medicaid program for pharmaceutical products that should be provided by the dialysis facilities in exchange for the New York Medicaid payment to the dialysis facilities. The Company has cooperated in the investigation.

Civil investigative demands were issued under the supervision of the United States Attorneys for Rhode Island and Connecticut to American Access Care LLC (AAC) and certain affiliated entities prior to the Company’s acquisition of AAC in October 2011. In March 2012, a third subpoena was issued under the supervision of the United States Attorney for the Southern District of Florida (Miami). The subpoenas cover a wide range of documents and activities of AAC, but appear to focus on coding and billing practices and procedures. The Company has assumed responsibility for responding to the subpoenas and is cooperating fully with the United States Attorneys.

On December 7, 2012, FMCNA [FMCH and subsidiaries] received a subpoena from the United States Attorney for the District of Massachusetts requesting production of a range of documents relating to products manufactured by FMCNA. FMCNA intends to cooperate fully in this matter.

On December 12, 2012, a group of plaintiffs’ counsel filed a petition to form a federal multidistrict litigation in the United States District Court for the District of Massachusetts and thereby consolidate wrongful death lawsuits against the company’s North American subsidiary Fresenius Medical Care Holdings, Inc. and subsidiaries (FMCNA). The complaints to be consolidated allege generally that inadequate labeling and warnings for FMCNA’s dialysate concentrate products NaturaLyte® and GranuFlo® caused harm to patients. The company believes that these lawsuits are without merit, and intends to defend them vigorously.

The Company has received communications alleging certain conduct in certain countries outside the U.S. and Germany that may violate the U.S. Foreign Corrupt Practices Act (“FCPA”) or other anti-bribery laws. In response to the allegations, the Audit and Corporate Governance Committee of the Company’s Supervisory Board is conducting an internal review with the assistance of independent counsel retained for such purpose. The Company voluntarily advised

H-5

the U.S. Securities and Exchange Commission and the U.S. Department of Justice that allegations have been made and of the Company’s internal review. The Company has also directed its independent counsel, in conjunction with the Company’s Compliance Department, to review the Company’s internal controls related to compliance with international anti-bribery laws and identify any potential enhancements to such controls. The Company is fully committed to FCPA compliance. It cannot predict the outcome of its review.

The Company filed claims for refunds contesting the Internal Revenue Service’s (“IRS”) disallowance of FMCH’s civil settlement payment deductions taken by FMCH in prior year tax returns. As a result of a settlement agreement with the IRS, the Company received a partial refund in September 2008 of $37,000, inclusive of interest and preserved our right to pursue claims in the United States Courts for refunds of all other disallowed deductions, which totaled approximately $126,000. On December 22, 2008, the Company filed a complaint for complete refund in the United States District Court for the District of Massachusetts, styled as Fresenius Medical Care Holdings, Inc. v. United States. On August 15, 2012, a jury entered a verdict for FMCH granting additional deductions of $95,000. The District Court is now considering the terms of the judgment to be entered against the United States to reflect the amount of the tax refund due to FMCH.

As a result of changes in the IV Iron market, the Company plans to renegotiate its 2008 license, distribution, manufacturing and supply agreement with Luitpold Pharmaceuticals, Inc. and American Regent, Inc. for Iron products sold under the Venofer brand. Such renegotiation may result in a charge of up to $65,000, after tax.

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 healthcare 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 laws of the United States, including the federal Anti-Kickback Statute, the federal False Claims Act, the federal Stark Law, 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 “qui tam” or “whistle blower” actions. In May 2009, the scope of the False Claims Act was expanded and additional protections for whistle blowers and procedural provisions to aid whistle blowers’ ability to proceed in a False Claims Act case were added. By virtue of this regulatory environment, the Company’s business activities and practices are subject to extensive review by regulatory authorities and private parties, and continuing audits, investigative

H-6

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 and other parts of the world. 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 or other agents deliberately, recklessly or inadvertently contravene the Company’s policies or violate applicable law. The actions of such persons may subject the Company and its subsidiaries to liability under the Anti-Kickback Statute, the Stark Law, the False Claims Act and the Foreign Corrupt Practices Act, among other laws and comparable laws of other countries.

Physicians, hospitals and other participants in the healthcare 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 in the Grace Chapter 11 Proceedings, all other matters included in the special charge have been resolved. While the Company believes that its remaining accrual reasonably estimates its currently

H-7

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
		TruBlu Logistics (FUSA Mfg)
		Fresenius Health Partners
		Fresenius Rx
		Fresenius Vascular Care
		Health IT Services - HITSG
		Spectra Labs
		US Vascular
	Mergers:	On February 29, 2008, FMCH completed the acquisition of MAX Well Medical, Inc., which was subsequently merged on April 14, 2009 into its subsidiary, Specialty Care Pharmacy, LLC, and renamed Fresenius Medical Care Rx, LLC
		On April 1, 2010, Everest Dialysis Services, Inc., New York Dialysis Management, Inc. and FMS New York, Inc. were all merged into New York Dialysis Services, Inc.
		On February 28, 2012, Liberty Dialysis Holdings, Inc., the owner of Liberty Dialysis and owner of a 51% stake in Renal Advantage Partners, LLC merged into a subsidiary of Bio-Medical Applications Management Co., Inc.
3.3(e)	Collection Agent:	None
	Affiliates:	See disclosure for Section 3.1(g)(ii) above.

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EXHIBIT I

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

LOCATION OF RECORDS

I-1

LEGAL NAME	BILLING GROUP NAME	BILLING GROUP ADDRESS 1	BILLING GROUP ADDRESS 2	BILLING GROUP CITY	BILLING GROUP STATE	BILLING GROUP ZIP
Acumen Physician Solutions, LLC		920 Winter Street		Waltham	MA	02451
Apheresis Care Group, Inc.	WEST DIVISION ACUTE BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Bio-Medical Applications Management Company, Inc.	CORPORATE	920 Winter Street		Waltham	MA	02451
Bio-Medical Applications of Alabama, Inc.	MOBILE BILLING GROUP	6321 PICCADILLY SQUARE DR		MOBILE	AL	36609
Bio-Medical Applications of Amarillo, Inc.	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Bio-Medical Applications of Anacostia, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Aquadilla, 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	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Arkansas, Inc.	TAMPA BILLING GROUP	BMA TAMPA INC.	5625 WEST WATERS AVENUE, SUITE A	TAMPA	FL	33634
Bio-Medical Applications of Bayamon, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Blue Springs, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of Caguas, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of California, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Camarillo, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Capitol Hill, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Carolina, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Carson, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Clinton, Inc.	FAYETTEVILLE BILLING GROUP	235 N MCPHERSON CHURCH RD		FAYETTEVILLE	NC	28303
Bio-Medical Applications of Columbia Heights, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Connecticut, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of Delaware, Inc.	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Bio-Medical Applications of Dover, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of Eureka, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Fayetteville, Inc.	FAYETTEVILLE BILLING GROUP	235 N MCPHERSON CHURCH RD		FAYETTEVILLE	NC	28303
Bio-Medical Applications of Florida, Inc.	ORLANDO BILLING GROUP	1155 W STATE ROAD 434	BMA ORLANDO, INC.	LONGWOOD	FL	32750
Bio-Medical Applications of Fremont, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of Fresno, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Georgia, Inc.	KNOXVILLE BILLING GROUP	1512 COLEMAN RD	BILLING GROUP	KNOXVILLE	TN	37909
Bio-Medical Applications of Guayama, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Humacao, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Illinois, Inc.	ORLANDO BILLING GROUP	1155 W STATE ROAD 434	BMA ORLANDO, INC.	LONGWOOD	FL	32750
Bio-Medical Applications of Indiana, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Bio-Medical Applications of Kansas, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of Kentucky, Inc.	KENTUCKY BILLING GROUP	6100 DUTCHMANS LN		LOUISVILLE	KY	40205
Bio-Medical Applications of Long Beach, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Los Gatos, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of Louisiana, LLC	OCALA BILLING GROUP	1308 SE 25TH LOOP	BMA OCALA, INC	OCALA	FL	34471
Bio-Medical Applications of Maine, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of Manchester, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of Maryland, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Massachusetts, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of Mayaguez, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Michigan, Inc.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Bio-Medical Applications of Minnesota, Inc.	UPPER MIDWEST BILLING GROUP	9120 SPRINGBROOK DR NW		COON RAPIDS	MN	55433
Bio-Medical Applications of Mission Hills, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Mississippi, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Bio-Medical Applications of Missouri, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of Nevada, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of New Hampshire, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of New Jersey, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Bio-Medical Applications of New Mexico, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of North Carolina, Inc.	FAYETTEVILLE BILLING GROUP	235 N MCPHERSON CHURCH RD		FAYETTEVILLE	NC	28303
Bio-Medical Applications of Northeast D.C., Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Oakland, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210

Bio-Medical Applications of Ohio, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Bio-Medical Applications of Oklahoma, Inc.	SAN ANTONIO BILLING GROUP	6100 BANDERA RD		SAN ANTONIO	TX	78238
Bio-Medical Applications of Pennsylvania, Inc.	STEEL CITY BILLING GROUP	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Ponce, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Puerto Rico, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Rhode Island, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT STREET		NEW BEDFORD	MA	02740
Bio-Medical Applications of Rio Piedras, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of San Antonio, Inc.	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Bio-Medical Applications of San German, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of San Juan, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of South Carolina, Inc.	FAYETTEVILLE BILLING GROUP	235 N MCPHERSON CHURCH RD		FAYETTEVILLE	NC	28303
Bio-Medical Applications of Southeast Washington, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Tennessee, Inc.	KNOXVILLE BILLING GROUP	1512 COLEMAN RD	BILLING GROUP	KNOXVILLE	TN	37909
Bio-Medical Applications of Texas, Inc.	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Bio-Medical Applications of the District of Columbia, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Ukiah, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Virginia, Inc.	ROANOKE BILLING GROUP	2830 KEAGY RD		SALEM	VA	24153
Bio-Medical Applications of West Virginia, Inc.	ROANOKE BILLING GROUP	2830 KEAGY RD		SALEM	VA	24153
Bio-Medical Applications of Wisconsin, Inc.	UPPER MIDWEST BILLING GROUP	9120 SPRINGBROOK DR NW		COON RAPIDS	MN	55433
Bio-Medical Applications of Woonsocket, Inc.		920 Winter Street		Waltham	MA	02451
Bio-Medical Applications of Wyoming, LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Brevard County Dialysis, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Clayton County Dialysis, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Clermont Dialysis Center, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Columbus Area Renal Alliance, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Conejo Valley Dialysis, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Dialysis America Georgia, LLC	KNOXVILLE BILLING GROUP	1512 COLEMAN RD	BILLING GROUP	KNOXVILLE	TN	37909
Dialysis Associates of Northern New Jersey, L.L.C.	ALLENTOWN BILLING GROUP	861 MARCON BLVD.	SUITE 2	ALLENTOWN	PA	18109
Dialysis Associates, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Dialysis Centers of America - Illinois, Inc.	KENTUCKY BILLING GROUP	6100 DUTCHMANS LN		LOUISVILLE	KY	40205
Dialysis Management Corporation	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Dialysis Services of Atlanta, Inc.	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Dialysis Services of Cincinnati, Inc.	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Dialysis Services of Southeast Alaska, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Dialysis Services, Inc.		920 Winter Street		Waltham	MA	02451
Dialysis Specialists of Marietta, Ltd.	KENTUCKY BILLING GROUP	6100 DUTCHMANS LN		LOUISVILLE	KY	40205
Dialysis Specialists of Topeka, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Dialysis Specialists of Tulsa, Inc.	SAN ANTONIO BILLING GROUP	6100 BANDERA RD		SAN ANTONIO	TX	78238
Douglas County Dialysis, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Doylestown Acute Renal Services, L.L.C.		920 Winter Street		Waltham	MA	02451
Du Page Dialysis, Ltd.	CHICAGO BILLING GROUP	ONE WESTBROOK DRIVE	TOWER 1, SUITE 1000	WESTCHESTER	IL	60154
Everest Healthcare Holdings, Inc.		920 Winter Street		Waltham	MA	02451
Everest Healthcare Indiana, Inc.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Everest Healthcare Ohio, Inc.	KNOXVILLE BILLING GROUP	1512 COLEMAN RD	BILLING GROUP	KNOXVILLE	TN	37909
Everest Healthcare Rhode Island, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Everest Healthcare Texas Holding Corp.		920 Winter Street		Waltham	MA	02451
Everest Healthcare Texas, L.P.	SAN ANTONIO BILLING GROUP	6100 BANDERA ROAD	SUITE 601	SAN ANTONIO	TX	78238
FMS Delaware Dialysis, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
FMS Philadelphia Dialysis, LLC	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Fondren Dialysis Clinic, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Fort Scott Regional Dialysis Center, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Four State Regional Dialysis Center, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Fresenius Health Partners Care Systems, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Health Partners, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Management Services, Inc.		920 Winter Street		Waltham	MA	02451

Fresenius Medical Care - South Texas Kidney, LLC	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Fresenius Medical Care Apheresis Services, LLC		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Comprehensive CKD Services, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Dialysis Services - Oregon, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Fresenius Medical Care Dialysis Services Colorado LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Fresenius Medical Care Harston Hall, LLC	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Fresenius Medical Care Healthcare Recruitment, LLC		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Holdings, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care of Illinois, LLC	CHICAGO BILLING GROUP	ONE WESTBROOK DRIVE	TOWER 1, SUITE 1000	WESTCHESTER	IL	60154
Fresenius Medical Care of Montana, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Fresenius Medical Care of Nebraska, LLC	WEST DIVISION ACUTE BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Fresenius Medical Care Pharmacy Services, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care PSO, LLC		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Rx, LLC		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Ventures Holding Company, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Ventures, LLC		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care-OSUIM Kidney Centers, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Fresenius USA Manufacturing, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius USA Marketing, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius USA, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Vascular Care, Inc.		920 Winter Street		Waltham	MA	02451
Gulf Region Mobile Dialysis, Inc.	WEST DIVISION ACUTE BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Haemo-Stat, Inc.	WEST DIVISION ACUTE BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Henry Dialysis Center, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Holton Dialysis Clinic, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Home Dialysis of America, Inc.		920 Winter Street		Waltham	MA	02451
Home Dialysis of Muhlenberg County, Inc.	KENTUCKY BILLING GROUP	6100 DUTCHMANS LN		LOUISVILLE	KY	40205
Homestead Artificial Kidney Center, Inc.	TAMPA BILLING GROUP	5625 W WATERS AVE	BMA TAMPA INC.	TAMPA	FL	33634
Inland Northwest Renal Care Group, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Integrated Renal Care of the Pacific, LLC	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Jefferson County Dialysis, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
KDCO, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Kentucky Renal Care Group, LLC	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Lawton Dialysis, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Little Rock Dialysis, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Maumee Dialysis Services, LLC	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Metro Dialysis Center - Normandy, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Metro Dialysis Center - North, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Miami Regional Dialysis Center, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Michigan Home Dialysis Center, Inc.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
National Medical Care, Inc.	TAMPA BILLING GROUP	5625 W WATERS AVE	BMA TAMPA INC.	TAMPA	FL	33634
National Nephrology Associates Management Company of Texas, Inc.		920 Winter Street		Waltham	MA	02451
National Nephrology Associates of Texas, L.P.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Nephromed LLC		920 Winter Street		Waltham	MA	02451
New York Dialysis Services, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
NMC Services, Inc.		920 Winter Street		Waltham	MA	02451
NNA Management Company of Kentucky, Inc.		920 Winter Street		Waltham	MA	02451
NNA Management Company of Louisiana, Inc.		920 Winter Street		Waltham	MA	02451
NNA of Alabama, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
NNA of East Orange, L.L.C.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
NNA of Florida, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
NNA of Georgia, Inc.	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
NNA of Harrison, L.L.C.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
NNA of Louisiana, LLC	OCALA BILLING GROUP	1308 SE 25TH LOOP	BMA OCALA, INC	OCALA	FL	34471
NNA of Nevada, Inc.		920 Winter Street		Waltham	MA	02451

NNA of Oklahoma, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
NNA of Oklahoma, L.L.C.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
NNA of Rhode Island, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
NNA of Toledo, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
NNA—Saint Barnabas, L.L.C.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
NNA—Saint Barnabas-Livingston, L.L.C.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Norcross Dialysis Center, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
North Buckner Dialysis Center, Inc.		920 Winter Street		Waltham	MA	02451
Northeast Alabama Kidney Clinic, Inc.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Northern New Jersey Dialysis, L.L.C.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
NRA-Ada, Oklahoma, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Augusta, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Bamberg, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Barbourville (Home Therapy Center), Kentucky, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Bay City, L.P.	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Bay City, Texas, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Crossville, Tennessee, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Dickson, Tennessee, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Farmington, Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Fredericktown, Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Georgetown, Kentucky, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Gray, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Hogansville, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Holly Hill, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Hollywood, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Inpatient Dialysis, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-LaGrange, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-London, Kentucky, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Macon, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Midtown Macon, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Milledgeville, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Monticello, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Mt. Pleasant, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-New Castle, Indiana, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Newnan Acquisition, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-North Augusta, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Orangeburg, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Palmetto, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Princeton, Kentucky, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Roanoke, Alabama, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-South City, Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-St. Louis (Home Therapy Center), Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-St. Louis, Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Talladega, Alabama, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Valdosta (North), Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Valdosta, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Varnville, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Washington County, Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Winchester, Indiana, LLC	RAI BILLING GROUP	1551 W MCEWEN DR		FRANKLIN	TN	37067
Physicians Dialysis Company, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
QualiCenters Albany, Ltd.	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
QualiCenters Bend, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
QualiCenters Coos Bay, Ltd.	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
QualiCenters Eugene-Springfield Ltd.	MESA NORTH BILLING GROUP	1751 S MESA DR		MESA	AZ	85210
QualiCenters Inland Northwest LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210

QualiCenters Pueblo, LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
QualiCenters Salem, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
QualiCenters Sioux City LLC	SAN ANTONIO BILLING GROUP	6100 BANDERA RD		SAN ANTONIO	TX	78238
QualiCenters, Inc.		920 Winter Street		Waltham	MA	02451
RAI Care Centers of Alabama, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Florida I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Florida II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Georgia I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Illinois I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Illinois II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Maryland I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Michigan I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Michigan II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Nebraska II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of North Carolina II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Northern California I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Northern California II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Oakland II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of South Carolina I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Southern California I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Southern California II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Tennessee, LLC	RAI BILLING GROUP	1551 W MCEWEN DR		FRANKLIN	TN	37068
RAI Care Centers of Virginia II, LLC	RAI BILLING GROUP	1552 W MCEWEN DR		FRANKLIN	TN	37069
RCG Bloomington, LLC	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
RCG East Texas, LLP	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
RCG Indiana, L.L.C.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
RCG Irving, LLP	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
RCG Martin, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
RCG Memphis East, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
RCG Memphis, LLC		920 Winter Street		Waltham	MA	02451
RCG Mississippi, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
RCG Pensacola, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
RCG Robstown, LLP	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
RCG University Division, Inc.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
RCG West Health Supply, L.C.		920 Winter Street		Waltham	MA	02451
Renal Care Group Alaska, Inc.	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Renal Care Group East, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Renal Care Group Maplewood, LLC	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renal Care Group Michigan, Inc.		920 Winter Street		Waltham	MA	02451
Renal Care Group Northwest, Inc.	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Renal Care Group of the Midwest, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renal Care Group of the Ozarks, LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Renal Care Group of the Rockies, LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Renal Care Group of the South, Inc.	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Renal Care Group of the Southeast, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renal Care Group Ohio, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Renal Care Group South New Mexico, LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Renal Care Group Southwest Holdings, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renal Care Group Southwest Michigan, LLC	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Renal Care Group Southwest, L.P.	TYLER BILLING	3910 BROOKSIDE DRIVE	SUITE 100	TYLER	TX	75701
Renal Care Group Terre Haute, LLC	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Renal Care Group Texas, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Renal Care Group Toledo, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Renal Care Group Westlake, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Renal Care Group, Inc.		920 Winter Street		Waltham	MA	02451

Renal Care Group-Harlingen, L.P.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
RenalPartners, Inc.		920 Winter Street		Waltham	MA	02451
Renex Corp.		920 Winter Street		Waltham	MA	02451
Renex Dialysis Clinic of Bloomfield, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renex Dialysis Clinic of Bridgeton, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of Creve Coeur, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of Doylestown, Inc.	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Renex Dialysis Clinic of Maplewood, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of Orange, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renex Dialysis Clinic of Philadelphia, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renex Dialysis Clinic of Pittsburgh, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renex Dialysis Clinic of South Georgia, Inc.	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Renex Dialysis Clinic of St. Louis, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of Tampa, Inc.		920 Winter Street		Waltham	MA	02451
Renex Dialysis Clinic of Union, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of University City, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of Woodbury, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renex Dialysis Facilities, Inc.	OCALA BILLING GROUP	1308 SE 25TH LOOP	BMA OCALA, INC	OCALA	FL	34471
Ross Dialysis - Englewood, LLC	CHICAGO BILLING GROUP	ONE WESTBROOK DRIVE	TOWER 1, SUITE 1000	WESTCHESTER	IL	60154
S.A.K.D.C., Inc.	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Saint Louis Renal Care, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
San Diego Dialysis Services, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Santa Barbara Community Dialysis Center, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Smyrna Dialysis Center, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Solutions Healthcare Management Group, LLC	SOLUTIONS	920 Winter Street		Waltham	MA	02451
Spectra Diagnostics, LLC		920 Winter Street		Waltham	MA	02451
Spectra East, Inc.		920 Winter Street		Waltham	MA	02451
Spectra Laboratories, Inc.		920 Winter Street		Waltham	MA	02451
Spectra Medical Data Processing, LLC		920 Winter Street		Waltham	MA	02451
Spectra Renal Research, LLC		920 Winter Street		Waltham	MA	02451
SSKG, Inc.	CHICAGO BILLING GROUP	ONE WESTBROOK DRIVE	TOWER 1, SUITE 1000	WESTCHESTER	IL	60154
St. Louis Regional Dialysis Center, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
STAT Dialysis Corporation	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Stone Mountain Dialysis Center, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Stuttgart Dialysis, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Tappahannock Dialysis Center, Inc.	ROANOKE BILLING GROUP	2830 KEAGY RD		SALEM	VA	24153
Terrell Dialysis Center, L.L.C.	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Three Rivers Dialysis Services, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
U.S. Vascular Access Holdings, LLC		920 Winter Street		Waltham	MA	02451
Warrenton Dialysis Facility, Inc.	ROANOKE BILLING GROUP	2830 KEAGY RD		SALEM	VA	24153
West End Dialysis Center, Inc.	ROANOKE BILLING GROUP	2830 KEAGY RD		SALEM	VA	24153
West Palm Dialysis, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Wharton Dialysis, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
WSKC Dialysis Services, Inc.	CHICAGO BILLING GROUP	ONE WESTBROOK DRIVE	TOWER 1, SUITE 1000	WESTCHESTER	IL	60154

EXHIBIT J

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF BUSINESS ASSOCIATE AGREEMENT

HIPAA BUSINESS ASSOCIATE AGREEMENT

This HIPAA Business Associate Agreement (“Agreement”) is entered into by and between Fresenius Medical Care Holdings, Inc. d/b/a Fresenius Medical Care North America, together with its subsidiaries, affiliates and divisions (collectively, “FMCNA” or “Covered Entity”) and                                  (“Business Associate”), and is effective as of                                (the “Effective Date”).

If applicable, this Agreement supplements and is made a part of the                                    (the “Underlying Agreement”) by and between the parties.

RECITALS

A.Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI and other medical, health or personal information disclosed to Business Associate pursuant to this Agreement or any other agreement between the Parties in which Business Associate acts as a business associate in compliance with (i) the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations (the “HIPAA Regulations”) promulgated thereunder by the U.S. Department of Health and Human Services (“HHS”); (ii) Subtitle D of the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), also known as Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. Law 111-005) (“ARRA”); (iii) the Identity Theft Red Flags Rule (16 Code of Federal Regulations (“CFR”) Part 681) (“Red Flags Rule”); and (iv) other federal or state law governing medical, health or personal information.

B.Covered Entity wishes to disclose certain information to Business Associate, some of which may constitute Protected Health Information (“PHI”) pursuant to HIPAA or HIPAA Regulations (defined below) or medical, health or personal information protected by other federal or state law.

C.The purpose of this Agreement is to satisfy certain standards and requirements of HIPAA, the Privacy Rule and the Security Rule (as those terms are defined below), the HITECH Act, including, but not limited to, 45 CFR §§164.314(a)(2)(i), 164.502(e) and 164.504(e), 42 U.S.C. §§ 17931(a) and 17934,

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the Red Flags Rule, and other federal or state law governing medical, health or personal information.

In consideration of the mutual promises below and the exchange of information pursuant to this Agreement, the parties agree as follows:

1.Definitions.

a.Capitalized Terms.  Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Privacy Rule, the Security Rule and the HITECH Act, which definitions are incorporated in this Agreement by reference.

b.“Breach” shall have the same meaning given to such term in 42 U.S.C. § 17921(1) and 45 CFR § 164.402.

c.“Covered Accounts” shall have the meaning given to such term in 16 C.F.R. 681.2(b)(3).

d.“Designated Record Set” shall have the same meaning given to such term in 45 CFR § 164.501.

e.“Electronic Health Record” shall have same meaning given to such term in 42 U.S.C. § 17921(5).

f.“Electronic Protected Health Information” or “Electronic PHI” shall have the same meaning given to such term under the HIPAA Regulations, including, but not limited to, 45 CFR § 160.103, as applied to the information that Business Associate creates, receives, maintains or transmits from or on behalf of Covered Entity.

g.“Individual” shall have the same meaning given to such term in 45 CFR § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g).

h.“Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Parts 160 and 162 and Part 164, Subparts A and E.

i.“Protected Health Information” or “PHI” shall have the same meaning given to such term in 45 CFR § 160.103, as applied to the information created or received by Business Associate from or on behalf of Covered Entity.

j.“Required by Law” shall have the same meaning given to such term in 45 CFR § 164.103.

k.“Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her designee.

l.“Security Incident” shall have the same meaning given to such term in 45 CFR §

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164.304.

m.“Security Rule” shall mean the Security Standards at 45 CFR Parts 160 and 162 and Parts 164, Subparts A and C.

n.“Unsecured PHI” shall have the same meaning given to such term under 42 U.S.C. § 17931(h), and guidance promulgated thereunder.

2.Permitted Uses and Disclosures of PHI.

a.Uses and Disclosures of PHI Pursuant to Agreement.  Except as otherwise limited in this Agreement, Business Associate may use or disclose protected Health Information to perform functions, activities or services for, or on behalf of, Covered Entity as specified in this Agreement or any other agreement between the Parties in which Business Associate acts as a business associate, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity.

b.Permitted Uses of PHI by Business Associate.  Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate.

c.Permitted Disclosures of PHI by Business Associate.  Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate, provided that the disclosures are Required by Law, or Business Associate obtains reasonable written assurances from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and that the person agrees immediately to notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

3.Obligations of Business Associate.

a.Appropriate Safeguards.

(i)Privacy of PHI.  Business Associate shall develop, implement, maintain, and use appropriate safeguards to prevent use or disclosure of Protected Health information other than as provided for by this Agreement or any other agreement between the Parties in which Business Associate acts as a business associate. The safeguards must reasonably protect Protected Health Information from any intentional or unintentional use or disclosure in violation of the Privacy Rule and this Agreement, and limit incidental uses or disclosures made pursuant to a use or disclosure otherwise permitted by this Agreement.

(ii)Security of PHI.  Business Associate shall develop, implement, maintain, and use appropriate administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of Electronic PHI, as required

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by the Security Rule. Business Associate shall comply with the provisions of 45 CFR §§164.308, 164.310, 164.312 and 164.316 relating to implementation of administrative, physical and technical safeguards with respect to Electronic PHI in the same manner that such provisions apply to a HIPAA covered entity. Business Associate shall also comply with any additional Security Rule requirements contained in the HITECH Act that are applicable to covered entities.

b.Reporting of Improper Use or Disclosure, Breach or Security Incident.  Business Associate shall report to Covered Entity any use or disclosure of Protected Health Information not provided for by this Agreement (or any other agreement between the Parties in which Business Associate acts as a business associate) within five (5) days of discovery of such incident. Business Associate shall report to Covered Entity any Breach of Unsecured PHI within five (5) days of discovery of such incident. Business Associate’s notification to Covered Entity of a Breach shall include: (i) the identification of each individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired or disclosed during the Breach; (ii) any particulars regarding the Breach that Covered Entity would need to include in its notification, as such particulars are identified in 42 U.S.C. § 17932 and 45 CFR § 164.404; and (iii) what steps, if any, have been taken by the Business Associate to mitigate the breach and/or prevent a similar breach from occurring in the future. Business Associate shall also cooperate with Covered Entity to conduct any risk assessment necessary to determine whether notification of breach is required. A Breach shall be treated as discovered by Business Associate as of the first day on which such Breach is known, or should reasonably have been known, to Business Associate. For purposes of this Section, the knowledge of any person, other than the individual committing the Breach, that is an employee, officer or other agent of Business Associate shall be imputed to Business Associate. Business Associate shall report to Covered Entity any Security Incident immediately if practicable but in any event within five (5) days of becoming aware of such Security Incident.

c.Responsibility for Costs Associated with Improper Use or Disclosure, Breach or Security Incident.  Business Associate shall be responsible for, and shall reimburse Covered Entity for costs and expenses associated with, steps reasonably implemented by Covered Entity to mitigate any Breach or other non-permitted use or disclosure of PHI or medical, health or personal information protected by other federal or state law, including, without limitation, the following: data analysis to determine appropriate mitigation steps in the event of Breach, including assistance from Business Associate in the investigation of Breach and, as needed, access to Business Associate’s systems and records for purposes of Breach data analysis; preparation and mailing of notification(s) about Breach to impacted individuals, the media and regulators; costs associated with proper handling of inquiries from individuals and other entities about Breach (such as the establishment of toll-free numbers, maintenance of call centers for intake, preparation of scripts, questions/answers, and other communicative information about the Breach); credit monitoring and account monitoring services for impacted individuals for a reasonable period (which shall be no less than 12 months); other mitigation action steps required of Covered Entity by federal or state regulators; and other reasonable mitigation steps required by Covered Entity.

d.Business Associate’s Agents.  Business Associate shall ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or

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created or received by Business Associate on behalf of Covered Entity, agrees in writing to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such Protected Health Information. Business Associate shall ensure that any agent, including a subcontractor, to whom it provides Electronic PHI agrees in writing to implement reasonable and appropriate safeguards to protect such information.

e.Individual Rights.

(i)Access to PHI.  Within five (5) business days of a request by Covered Entity or an Individual, Business Associate shall provide access, in the manner designated by Covered Entity, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR § 164.524 and, if and when applicable, 42 U.S.C. § 17935(e)(1).

(ii)Amendment of PHI.  Within five (5) business days of a request by Covered Entity or an Individual, Business Associate shall make any amendment(s) to Protected Health Information in a Designated Record Set, in the manner designated by the Covered Entity, pursuant to 45 CFR Section 164.526.

(iii)Accounting of Disclosures.  Within five (5) business days of a request by Covered Entity, Business Associate agrees to provide to Covered Entity, in the manner designated by Covered Entity, information collected in accordance with Section 3(e)(iv) of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528 and, if and when applicable, 42 U.S.C. § 17935(c).

(iv)Documentation of Disclosures and Disclosure Information.  Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528 and, if and when applicable, 42 U.S.C. § 13405(c). Business Associate shall document, at a minimum, the following information (“Disclosure Information”): the date of the disclosure, the name and, if known, the address of the recipient of the PHI, a brief description of the PHI disclosed, the purpose of the disclosure that includes an explanation of the basis for such disclosure, and any additional information required under the HITECH Act and any implementing regulations, or as reasonably may be requested by Covered Entity.

f.Governmental Access to Records.  Business Associate shall make its internal practices, books and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary and, at the request of Covered Entity, to Covered Entity, for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule and the Security Rule.

g.Mitigation.  The Business Associate agrees to mitigate any harmful effects from the improper use and/or disclosure of PHI of which it becomes aware.

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h.Minimum Necessary.  Business Associate shall request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure, in accordance with 42 U.S.C. § 17935(b).

i.Limitation on Marketing.  Business Associate shall use and disclose Protected Health Information for marketing purposes only as expressly directed by Covered Entity, and in accordance with 42 U.S.C. § 17936(a). Business Associate shall not use or disclose PHI for fundraising purposes.

j.Limitation on Sale of Electronic Health Records and PHI.  Business Associate shall comply with the prohibition on the sale of Electronic Health Records and PHI set forth in 42 U.S.C. § 17935(d).

k.HITECH Act Applicability.  Business Associate acknowledges that enactment of the HITECH Act amended certain provisions of HIPAA in ways that now directly regulate, or will on future dates directly regulate, Business Associate under the HIPAA Privacy and Security Rules. To the extent not referenced or incorporated herein, requirements applicable to Business Associate under the HITECH Act are hereby incorporated by reference into this Agreement.  Business Associate agrees to comply with each of the requirements imposed under the HITECH Act, as of the applicable effective dates of each such requirement applicable to, including monitoring federal guidance and regulations published pursuant to the HITECH Act and timely compliance with such guidance and regulations.

l.Red Flags Rule Compliance.  When Business Associate performs any activities on behalf of Covered Entity in connection with one or more Covered Accounts, Business Associate shall conduct such activities in accordance with reasonable policies and procedures designed to detect, prevent and mitigate the risk of identity theft.

4.Obligations of Covered Entity.

a.Notice of Privacy Practices.  Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices in accordance with 45 CFR § 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of Protected Health Information. Covered Entity shall provide such notice no later than fifteen (15) days prior to the effective date of the limitation.

b.Notification of Changes Regarding Individual Permission.  Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate’s use or disclosure of Protected Health Information. Covered Entity shall provide such notice no later than fifteen (15) days prior to the effective date of the change.

c.Notification of Restrictions to Use or Disclosure of PHI.  Covered Entity shall notify Business Associate of any restriction upon the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR § 164.522 or 42 U.S.C. § 17935(a), to the extent that such restriction may affect Business Associate’s use or

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disclosure of Protected Health Information. Covered Entity shall provide such notice no later than fifteen (15) days prior to the effective date of the restriction.

d.Permissible Requests by Covered Entity.  Covered Entity shall not request that Business Associate use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule, the Security Rule or the HITECH Act if done by Covered Entity, except as permitted pursuant to the provisions of Section 2 of this Agreement.

5.Term and Termination.

a.Term.  The term of this Agreement shall commence as of the Agreement Effective Date, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with Section 5(c). The destruction of PHI should occur as soon as reasonably practical, but no more than thirty (30) days from the effective date of termination, and Business Associate must certify in writing that such destruction has taken place.

b.Termination for Cause.  Upon Covered Entity’s knowledge of a material breach by Business Associate of this Agreement, Covered Entity shall either (i) provide an opportunity for Business Associate to cure the breach or end the violation within the time specified by Covered Entity, or, at the sole discretion of Covered Entity, (ii) immediately terminate this Agreement and any other agreement between the Parties in which Business Associate acts as a business associate if cure is not possible.

c.Effect of Termination.

(i)Except as provided in paragraph (ii) of this Section 5(c), upon termination of this Agreement or any other agreement between the Parties in which Business Associate acts as a business associate for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, and shall retain no copies of the Protected Health Information. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate.

(ii)In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information.

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6.Miscellaneous Provisions.

a.Regulatory References.  A reference in this Agreement to a section in the Privacy Rule, the Security Rule, or the HITECH Act means the section as in effect or as amended, and for which Covered Entity’s and/or Business Associate’s compliance is required. For the avoidance of doubt, terms used and obligations described in this Agreement, in order to comply with the Privacy Rule, the Security Rule, the HITECH Act, or any other federal or state law protecting the confidentiality or security of medical, health or personal information, shall be automatically amended if new or revised definitions or interpretations of such terms or obligations are amended by statute, proposed or final rule, or HHS guidance.

b.Amendment.  The parties agree to take such action to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule, the Security Rule, the HITECH Act, or any other federal or state law protecting the confidentiality or security of medical, health or personal information. Notwithstanding the foregoing, in the event that new federal or state law, regulations, or guidance affects, clarifies, amends, or extends the obligations of the parties hereunder, the parties understand and agree that such changes or clarifications in law or interpretation of legal requirements applicable to covered entities and/or business associates shall be deemed to apply to the obligations of the parties described in this Agreement without requiring any amendment to this Agreement or any other agreement between the Parties in which Business Associate acts as a business associate. If Covered Entity determines that a written notice or amendment is necessary or useful, such notice or amendment shall become effective fourteen (14) days after receipt by Business Associate unless Business Associate submits a written objection to such notice or amendment to Covered Entity prior to the expiration of such 14-day period.

c.Survival.  The respective rights and obligations of Business Associate under Section 5(c) of this Agreement survive the termination of the Agreement and any other agreement between the Parties in which Business Associate acts as a business associate.

d.No Third Party Beneficiaries.   Nothing express or implied in this Agreement is intended to or does confer upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.

e.Effect on Agreements.  Except as specifically required to implement the purposes of this Agreement, or to the extent inconsistent with this Agreement, all other terms of any other agreement between the Parties remains in force and effect.

f.Interpretation.  The provisions of this Agreement shall prevail over any provisions in another agreement between the Parties that may conflict or appear inconsistent with any provision in this Agreement. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity and Business Associate to comply with the Privacy Rule, the Security Rule, the HITECH Act and any other federal or state law protecting the confidentiality or security of medical, health or personal information.

g.Indemnification.  Business Associate agrees to indemnify, defend and hold

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harmless Covered Entity and any Covered Entity affiliate, officer, director, employee or agent from and against any claim, cause of action, liability, damage, cost or expense, including attorneys’ and consultants’ fees and court or proceeding costs, arising out of or in connection with any non-permitted or prohibited use or disclosure of PHI or other medical, health or personal information, Breach, Security Incident, violation of law, or other breach of this Agreement or other agreement between the Parties by Business Associate or any subcontractor, agent, person or entity contracted by or under the control of Business Associate. If the Underlying Agreement contains a provision providing for indemnification of Covered Entity by Business Associate, then such provision shall supersede this Section 6(g).

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Agreement Effective Date.

COVERED ENTITY	BUSINESS ASSOCIATE
FRESENIUS MEDICAL CARE HOLDINGS,
INC. D/B/A FRESENIUS MEDICAL CARE		[INSERT BA NAME]
NORTH AMERICA
By:	By:
Print Name:	Print Name:
Title:	Title:
Date:	Date:

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EXHIBIT K

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SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

[RESERVED]

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EXHIBIT L

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FORMS OF SECRETARY’S CERTIFICATE

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Certificate of Secretary

I, the undersigned, being the Secretary of NMC Funding Corporation, a Delaware corporation (the “Company”), DO HEREBY CERTIFY that:

The person named below has been duly appointed, is duly qualified as and is, on the date hereof, an officer of the Company, and the signature below set opposite his name is his genuine signature.

Name	Office	Signature
Mark Fawcett	Treasurer	/s/ Mark Fawcett

Attached hereto as Exhibit A is a true and complete copy of the Company’s Certificate of Incorporation as filed in the Office of the Secretary of State of the State of Delaware, together with all amendments thereto adopted through the date hereof.

Attached hereto as Exhibit B is a true and complete copy of the Company’s by-laws as in effect on the date hereof, together with all amendments thereto adopted through the date hereof.

Attached hereto as Exhibit C are true and correct copies of the resolutions duly adopted by the Company’s board of directors as of January       , 2013 by written consent, which resolutions have not been revoked, modified, amended, or rescinded and are in full force and effect as of the date hereof.  Except as attached hereto as Exhibit C, no resolutions have been adopted by the Company’s board of directors which deal with matters set forth in Exhibit C.

Attached hereto as Exhibit D is a certificate of good standing of the Company, certified by the Delaware Secretary of State.

IN WITNESS WHEREOF, I have hereunto set my hand this          day of January, 2013.

/s/ Douglas G. Kott

Douglas G. Kott

Secretary

EXHIBIT A

Certificate/Articles of Incorporation

EXHIBIT B

By-laws

EXHIBIT C

Resolutions

EXHIBIT D

Good Standing Certificate

EXHIBIT M

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SIXTH AMENDED AND RESTATED

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[RESERVED]

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FORM OF TRANSFERRING AFFILIATE LETTER

[Attached]

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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

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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

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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 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

4

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 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

5

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

6

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.

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

7

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

8

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.

[Remainder of page intentionally left blank]

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Very truly yours,
	ANGLETON DIALYSIS, INC.
	ARIZONA RENAL INVESTMENTS, LLC
	BIO-MEDICAL APPLICATIONS HOME DIALYSIS SERVICES, INC.
	BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.
	BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.
	BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.
	BIO-MEDICAL APPLICATIONS OF AQUADILLA, 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 EAST ORANGE, INC
	BIO-MEDICAL APPLICATIONS OF ESSEX, 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 HILLSIDE, INC.
	BIO-MEDICAL APPLICATIONS OF HOBOKEN, INC.
	BIO-MEDICAL APPLICATIONS OF HUMACAO, INC.
	BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC.

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BIO-MEDICAL APPLICATIONS OF INDIANA, INC.

BIO-MEDICAL APPLICATIONS OF IRVINGTON, INC.

BIO-MEDICAL APPLICATIONS OF JERSEY CITY, 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 PINE BROOK, 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.

11

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, INC.

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.

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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.

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

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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.

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

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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.

RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.

RENEX DIALYSIS CLINIC OF PITTSBURGH, INC.

RENEX DIALYSIS CLINIC OF SHALER, INC.

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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:

16

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:

17

EXECUTION COPY

AMENDMENT NO. 1

Dated as of November 17, 2009

to

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

THIS AMENDMENT NO. 1 (this “Amendment”) dated as of November 17, 2009 is entered into by and among (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation (the “Seller”) and (ii) the entities listed on the signature pages hereof under the heading “New  Transferring Affiliates” (collectively, the “New Transferring Affiliates”) and (iii) the other entities listed on the signature pages hereof under the heading “Existing Transferring Affiliates” (collectively, the “Existing Transferring Affiliates” and, together with the New Transferring Affiliates, the “Transferring Affiliates”).

PRELIMINARY STATEMENT

A.            The Seller and the Existing Transferring Affiliates are parties to that certain Amended and Restated Transferring Affiliate Letter dated as of October 16, 2008 (as amended or otherwise modified prior to the date hereof, the “Transferring Affiliate Letter”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Transferring Affiliate Letter or in the RPA referred to therein.

B.The parties hereto desire to add the New Transferring Affiliates as Transferring Affiliates under the Transferring Affiliate Letter and to amend the Transferring Affiliate Letter 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.

(a)Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the New Transferring Affiliates are hereby added as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each New Transferring Affiliate shall have all of the rights and obligations of a Transferring Affiliate under the Transferring Affiliate Letter.  Accordingly, on the effective date of this Amendment, each New Transferring Affiliate shall sell to the Seller, and the Seller will forthwith purchase from such New Transferring Affiliate, all of the Receivables with respect to such New Transferring Affiliate and all Related Security with respect thereto. All Receivables with respect to such New Transferring Affiliate arising after the effective date of this Amendment and all Related Security with respect thereto shall be sold to the Seller pursuant to the terms of the Transferring Affiliate Letter in the same manner as if such New Transferring Affiliate had been an original party thereto.

(b)Fresenius USA Sales, Inc. and RenalNet Arizona, Inc. are hereby terminated as Transferring Affiliates as of the effective date of this Amendment.  Each of Fresenius USA Sales, Inc. and RenalNet Arizona, Inc. have no further right or obligation to transfer any of its Receivables hereunder and shall cease to be a “Transferring Affiliate” hereunder except with respect to Receivables that arose prior to such termination.

(c)Section 1 of the Transferring Affiliate Letter is amended and restated in its entirety to read as follows:

1.(a)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 Intercompany Purchase Price (as defined below) 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.  As used herein, the term “Intercompany Purchase Price” shall mean a purchase price as may be agreed from time by each Transferring Affiliate and the Seller and which would provide the Seller 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 Seller of financing its investment in such Receivables during such period and (ii) the risk of nonpayment by the Obligors. Each Transferring Affiliate and the Seller may agree from time to time to change the Intercompany Purchase Price based on changes in the items described in clauses (i) and (ii) of the previous sentence, provided that any change to the Intercompany Purchase Price shall apply only prospectively and shall not affect the purchase price of Receivables sold prior to the date on which the Transferring Affiliate and the Seller agree to make such change.

(b)If on any day the Purchaser becomes entitled to a Purchase Price Credit pursuant to Section 2.3(a) of the Agreement, the Seller shall become entitled to a credit against the Intercompany Purchase Price in the same amount as such Purchase Price Credit, which will be owed to the Seller by the Transferring Affiliate that originated the Receivable giving rise to the Purchase Price Credit. If any credit to which the Seller becomes so entitled on any date exceeds the aggregate Intercompany Purchase Price of the Receivables sold hereunder by such Transferring Affiliate on such date, then such Transferring Affiliate shall pay the remaining amount of such credit to the Seller in cash on the next succeeding Business Day; provided that, if the Termination Date has not occurred, such Transferring Affiliate shall be allowed to deduct the remaining amount of

2

such credit from any indebtedness owed to it by the Seller with respect to other purchases of Receivables hereunder.

(c)It is the intention of the parties hereto that each purchase of Receivables under this Transferring Affiliate Letter shall constitute a sale of such Receivables, together with the Related Assets with respect thereto, from the applicable Transferring Affiliate to the Seller, conveying good title thereto free and clear of any Adverse Claims, and that such Receivables and Related Assets not be part of the applicable Transferring Affiliate’s estate in the event of an insolvency.  If, notwithstanding the foregoing, the transactions contemplated under this Transferring Affiliate Letter should be deemed a financing, each Transferring Affiliate and the Seller intend that each Transferring Affiliate shall be deemed to have granted to the Seller a first priority perfected and continuing security interest in all of such Transferring Affiliate’s right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Seller pursuant to this Transferring Affiliate Letter, together with the Related Assets with respect thereto.  In addition, to further protect the interests of the Seller and its assigns, each Transferring Affiliate hereby grants to the Seller (for the benefit of itself and the other Indemnified Parties (as defined in Section 17)) a first priority perfected and continuing security interest in all of such Transferring Affiliate’s right, title and interest in, to and under all Receivables arising after the Termination Date, together with the Related Assets with respect thereto.  The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Transferring Affiliates hereunder and under the other Transaction documents (including, without limitation, all indemnification obligations of the Transferring Affiliates under Section 17 of this Transferring Affiliate Letter).

(d)The Transferring Affiliate Letter is further amended to add the following new Sections 17 and 18 immediately after Section 16:

17.Indemnities by the Transferring Affiliates.  Without limiting any other rights which the Seller or any other Indemnified Party (as defined below) may have hereunder or under applicable law, the Transferring Affiliates hereby jointly and severally agree to indemnify the Seller and any successors and permitted assigns (including, without limitation, the Purchaser, 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 any Transferring Affiliate 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 Transferring Affiliate Letter, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by

3

the Seller 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, Indemnified Amounts for which the Seller is compensated under Section 1(b), or (iii) recourse (except as otherwise specifically provided in this Transferring Affiliate Letter) for uncollectible Receivables.  Without limiting the generality of the foregoing, the Transferring Affiliates, jointly and severally, 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 Transferring Affiliate Letter or 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 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

4

(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 Transferring Affiliate Letter 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 Transferring Affiliate Letter, 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

5

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 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.

18.  Perfection Representations.  The Perfection Representations shall be a part of the Agreement for all purposes.  Each Transferring Affiliate hereby makes the representations and warranties set forth in the Perfection Representations as of the date of each sale of Receivables hereunder.  The Perfection Representations shall survive termination of this Agreement.

SECTION 2.  Conditions Precedent.  This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Seller of counterparts of this Amendment duly executed by the Seller and the Transferring Affiliates and (ii) the effectiveness of the Fifth Amended and Restated Transfer and Administration Agreement of even date herewith 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”.

SECTION 3.  Covenants, Representations and Warranties of the Transferring Affiliates.

3.1Upon the effectiveness of this Amendment, each Transferring Affiliate hereby reaffirms all covenants, representations and warranties made by it in the Transferring

6

Affiliate Letter (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

3.2Each Transferring Affiliate hereby represents and warrants that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with terms hereof.

SECTION 4.  Reference to and Effect on the Transferring Affiliate Letter.

4.1Upon the effectiveness of this Amendment, each reference in the Transferring Affiliate Letter to “Transferring Affiliate Letter,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Transferring Affiliate Letter as amended hereby, and each reference to the Transferring Affiliate Letter in any other document, instrument and agreement executed and/or delivered in connection with the Transferring Affiliate Letter shall mean and be a reference to the Transferring Affiliate Letter as amended hereby.

4.2Except as specifically amended hereby, the Transferring Affiliate Letter and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Seller or any of its assignees under the Transferring Affiliate Letter 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 via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

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.

[Remainder of Page Intentionally Left Blank]

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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.

New Transferring Affiliates:

APHERESIS CARE GROUP, INC.

BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.

BIO-MEDICAL APPLICATIONS OF IDAHO, LLC

BIO-MEDICAL APPLICATIONS OF WYOMING, LLC

DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC

DIALYSIS SPECIALISTS OF MARIETTA, LTD.

FMS PHILADELPHIA DIALYSIS, LLC

FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.

FRESENIUS MEDICAL CARE HEALTH PLAN, INC.

FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC

FRESENIUS MEDICAL CARE HOLDINGS, INC.

FRESENIUS MEDICAL CARE OF ILLINOIS, LLC

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.

FRESENIUS MEDICAL CARE PSO, LLC

FRESENIUS MEDICAL CARE RX, LLC

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.

FRESENIUS MEDICAL CARE VENTURES, LLC

FRESENIUS USA MANUFACTURING, INC.

HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.

INTEGRATED RENAL CARE OF THE PACIFIC, LLC

METRO DIALYSIS CENTER - NORMANDY, INC.

METRO DIALYSIS CENTER - NORTH, INC.

NEPHROMED LLC

NEW YORK DIALYSIS MANAGEMENT, INC.

NMC SERVICES, INC.

QUALICENTERS ALBANY, LTD.

QUALICENTERS BEND LLC

QUALICENTERS COOS BAY, LTD.

QUALICENTERS EUGENE-SPRINGFIELD, LTD.

QUALICENTERS INLAND NORTHWEST L.L.C.

QUALICENTERS PUEBLO LLC

QUALICENTERS SALEM LLC

QUALICENTERS SIOUX CITY, LLC

RENAISSANCE HEALTH CARE, INC.

RENAL CARE GROUP OF THE ROCKIES, LLC

RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC

RENAL CARE GROUP TOLEDO, LLC

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

RENAL CARE GROUP-HARLINGEN, L.P.

RENAL SOLUTIONS, INC.

S.A.K.D.C., INC.

SORB TECHNOLOGY, INC.

SPECTRA DIAGNOSTICS, LLC

SPECTRA MEDICAL DATA PROCESSING, LLC

SPECTRA RENAL RESEARCH, LLC

ST. LOUIS REGIONAL DIALYSIS CENTER, INC.

TAPPAHANNOCK DIALYSIS CENTER, INC.

U.S. VASCULAR ACCESS HOLDINGS, LLC

WARRENTON DIALYSIS FACILITY, INC.

WEST END DIALYSIS CENTER, INC.

By:

Name:

Title:

Existing Transferring Affiliates:

ANGLETON DIALYSIS, INC.

ARIZONA RENAL INVESTMENTS, LLC

BIO-MEDICAL APPLICATIONS HOME DIALYSIS SERVICES, INC.

BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.

BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.

BIO-MEDICAL APPLICATIONS OF AGUADILLA, 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.

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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.

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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.

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.

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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.

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

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.

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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.

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.

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

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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, 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

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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:

NATIONAL MEDICAL CARE, INC.

By:

Name:

Title:

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

AMENDMENT NO. 2

Dated as of June 16, 2010

to

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

THIS AMENDMENT NO. 2 (this “Amendment”) dated as of June 16, 2010 is entered into by and among (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation (the “Seller”) and (ii) the entities listed on the signature pages hereof under the heading “New Transferring Affiliates” (collectively, the “New Transferring Affiliates”) and (iii) the other entities listed on the signature pages hereof under the heading “Existing Transferring Affiliates” (collectively, the “Existing Transferring Affiliates” and, together with the New Transferring Affiliates, the “Transferring Affiliates”).

PRELIMINARY STATEMENT

A.The Seller and the Existing Transferring Affiliates are parties to that certain Amended and Restated Transferring Affiliate Letter dated as of October 16, 2008 (as amended or otherwise modified prior to the date hereof, the “Transferring Affiliate Letter”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Transferring Affiliate Letter or in the RPA referred to therein.

B.The parties hereto desire to amend the list of Transferring Affiliates under the Transferring Affiliate Letter by (i) terminating certain Existing Transferring Affiliates as specified in Section 1(b) below that have become dormant and have ceased to generate Receivables or have merged with other Transferring Affiliates and (ii) adding the New Transferring Affiliates.

C.The parties hereto desire to amend the Transferring Affiliate Letter 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.

(a)New Transferring Affiliates.  Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the New Transferring Affiliates are hereby added as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each New Transferring Affiliate shall have all of the rights and obligations of a Transferring Affiliate under the Transferring Affiliate Letter.  Accordingly, on

the effective date of this Amendment, each New Transferring Affiliate shall sell to the Seller, and the Seller will forthwith purchase from such New Transferring Affiliate, all of the Receivables with respect to such New Transferring Affiliate and all Related Security with respect thereto.  All Receivables with respect to such New Transferring Affiliate arising after the effective date of this Amendment and all Related Security with respect thereto shall be sold to the Seller pursuant to the terms of the Transferring Affiliate Letter in the same manner as if such New Transferring Affiliate had been an original party thereto.

New Transferring Affiliates:

Fresenius Medical Care Apheresis Services, LLC

Fresenius Vascular Care, Inc. (f/k/a National Vascular Care, Inc.)

Health IT Services Group, LLC

New York Dialysis Services, Inc.

RCG Robstown, LLP

Saint Louis Renal Care, LLC

(b)Terminated Transferring Affiliates.  Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Existing Transferring Affiliates listed below (each, a “Terminated Transferring Affiliate”) are hereby terminated as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each of the parties hereto agrees that the Terminated Transferring Affiliates shall have no further right or obligation to transfer any of their Receivables under the Transferring Affiliate Letter and shall cease to be “Transferring Affiliates” thereunder, except with respect to Receivables that arose prior to the date hereof:

Terminated Transferring Affiliates:

Angleton Dialysis, Inc.

Arizona Renal Investments, LLC

Bio-Medical Applications Home Dialysis Services, Inc

Bio-Medical Applications of Glendora, Inc.

Bio-Medical Applications of Hoboken, Inc.

Bio-Medical Applications of Idaho, LLC

Bio-Medical Applications of Las Americas, Inc.

Brazoria Kidney Center, Inc.

Cartersville Dialysis Center, LLC

Cobb County Dialysis, LLC

Con-Med Supply Company, Inc.

Covington Dialysis Center, LLC

Diabetes Care Group, Inc.

Dialysis America Alabama, LLC

Dialysis Licensing Corp.

Everest Management, Inc.

FMS New York, Inc.

Fresenius USA Home Dialysis, Inc.

Home Intensive Care, Inc.

2

Mercy Dialysis Center, Inc.

Naples Dialysis Center, LLC

Neomedica, Inc.

New York Dialysis Management, Inc.

NNA of Memphis, LLC

NNA Properties of Tennessee, Inc.

NNA Transportation Services Corporation

Northwest Dialysis, Inc.

RCG Arlington Heights, LLC

RCG Credit Corporation

RCG Finance, Inc.

RCG Marion, LLC

RCG PA Merger Corp.

RCG Whitehaven, LLC

RCG/Saint Luke’s LLC

RCGIH, Inc.

Renal Care Group Central Memphis, LLC

RenalNet, Inc.

RenalPartners of Indiana, LLC

Renex Dialysis Clinic of Amesbury, Inc.

Renex Dialysis Clinic of North Andover, Inc.

Renex Dialysis Clinic of Penn Hills, Inc.

Renex Dialysis Clinic of Shaler, Inc.

Renex Dialysis Homecare of Greater St. Louis, Inc.

Renex Management Services, Inc.

SECTION 2.  Conditions Precedent.  This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Seller of counterparts of this Amendment duly executed by the Seller, the New Transferring Affiliates, and the Existing Transferring Affiliates, and (ii) the effectiveness of Amendment No. 1 to the TAA of even date herewith.

SECTION 3.  Covenants, Representations and Warranties of the Transferring Affiliates.

3.1Upon the effectiveness of this Amendment, each Transferring Affiliate hereby reaffirms all covenants, representations and warranties made by it in the Transferring Affiliate Letter (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

3.2Each Transferring Affiliate hereby represents and warrants that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with terms hereof.

3

SECTION 4.  Reference to and Effect on the Transferring Affiliate Letter.

4.1Upon the effectiveness of this Amendment, each reference in the Transferring Affiliate Letter to “Transferring Affiliate Letter,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Transferring Affiliate Letter as amended hereby, and each reference to the Transferring Affiliate Letter in any other document, instrument and agreement executed and/or delivered in connection with the Transferring Affiliate Letter shall mean and be a reference to the Transferring Affiliate Letter as amended hereby.

4.2Except as specifically amended hereby, the Transferring Affiliate Letter and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Seller or any of its assignees under the Transferring Affiliate Letter 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 via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

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.

[Remainder of Page Intentionally Left Blank]

4

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.

	New Transferring Affiliates:
		Fresenius Medical Care Apheresis Services, LLC
		Fresenius Vascular Care, Inc. (f/k/a National Vascular Care, Inc.)
		Health IT Services Group, LLC
		New York Dialysis Services, Inc.
		RCG Robstown, LLP
		Saint Louis Renal Care, LLC
		By:
		Name:
		Title:
Existing Transferring Affiliates:
		Apheresis Care Group, Inc
		Bio-Medical Applications Management Company, Inc.
		Bio-Medical Applications of Aguadilla, Inc.
		Bio-Medical Applications of Alabama, Inc.
		Bio-Medical Applications of Amarillo, 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 Guayama, Inc.
		Bio-Medical Applications of Humacao, Inc.

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

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 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.

Bio-Medical Applications of Wyoming, LLC

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

Brevard County Dialysis, LLC

Clayton County Dialysis, LLC

Clermont Dialysis Center, LLC

Columbus Area Renal Alliance, LLC

Conejo Valley Dialysis, Inc.

Dialysis America Georgia, LLC

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

Dialysis Associates, LLC

Dialysis Centers of America - Illinois, Inc.

Dialysis Management Corporation

Dialysis Services of Atlanta, Inc.

Dialysis Services of Cincinnati, Inc.

Dialysis Services of Southeast Alaska, LLC

Dialysis Services, Inc.

Dialysis Specialists of Marietta, Ltd.

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.

Everest Healthcare Rhode Island, Inc.

Everest Healthcare Texas Holding Corp.

Everest Healthcare Texas, L.P.

FMS Philadelphia Dialysis, LLC

Fondren Dialysis Clinic, Inc.

Fort Scott Regional Dialysis Center, Inc.

Four State Regional Dialysis Center, Inc.

Fresenius Health Partners, Inc. (f/k/a Fresenius Medical Care Health Plan, Inc.)

Fresenius Management Services, Inc.

Fresenius Medical Care Comprehensive CKD Services, Inc.

Fresenius Medical Care Dialysis Services Colorado LLC

Fresenius Medical Care Dialysis Services - Oregon, LLC

Fresenius Medical Care Healthcare Recruitment, LLC

Fresenius Medical Care Holdings, Inc.

Fresenius Medical Care of Illinois, LLC

Fresenius Medical Care Pharmacy Services, Inc.

Fresenius Medical Care PSO, LLC

Fresenius Medical Care Rx, LLC

Fresenius Medical Care Ventures Holding Company, Inc.

Fresenius Medical Care Ventures, LLC

Fresenius USA Manufacturing, Inc.

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

Fresenius USA Marketing, 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.

Homestead Artificial Kidney Center, Inc.

Integrated Renal Care of the Pacific, LLC

Jefferson County Dialysis, Inc.

KDCO, Inc.

Kentucky Renal Care Group, LLC

Lawton Dialysis, Inc.

Little Rock Dialysis, Inc.

Maumee Dialysis Services, LLC

Metro Dialysis Center - Normandy, Inc.

Metro Dialysis Center - North, Inc.

Miami Regional Dialysis Center, Inc.

Michigan Home Dialysis Center, Inc.

National Medical Care, Inc.

National Nephrology Associates Management Company of Texas, Inc.

National Nephrology Associates of Texas, L.P.

Nephromed LLC

NMC Services, 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 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-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.

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

Physicians Dialysis Company, Inc.

QualiCenters Albany, Ltd.

QualiCenters Bend, LLC

QualiCenters Coos Bay, Ltd.

QualiCenters Eugene-Springfield Ltd.

QualiCenters Inland Northwest LLC

QualiCenters Pueblo, LLC

QualiCenters Salem, LLC

QualiCenters Sioux City LLC

Qualicenters, Inc.

RCG Bloomington, LLC

RCG East Texas, LLP

RCG Indiana, L.L.C.

RCG Irving, LLP

RCG Martin, LLC

RCG Memphis East, LLC

RCG Memphis, LLC

RCG Mississippi, Inc.

RCG University Division, Inc.

RCG West Health Supply, L.C.

Renaissance Health Care, Inc.

Renal Care Group Alaska, Inc.

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 Rockies, 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 Michigan, LLC

Renal Care Group Southwest, L.P.

Renal Care Group Texas, Inc.

Renal Care Group Texas, LP

Renal Care Group Toledo, LLC

Renal Care Group Westlake, LLC

Renal Care Group, Inc.

Renal Care Group-Harlingen, L.P.

Renal Solutions, Inc.

RenalPartners, Inc.

Renex Corp.

Renex Dialysis Clinic of Bloomfield, Inc.

Renex Dialysis Clinic of Bridgeton, Inc.

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

Renex Dialysis Clinic of Creve Coeur, Inc.

Renex Dialysis Clinic of Doylestown, Inc.

Renex Dialysis Clinic of Maplewood, Inc.

Renex Dialysis Clinic of Orange, Inc.

Renex Dialysis Clinic of Philadelphia, Inc.

Renex Dialysis Clinic of Pittsburgh, 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.

S.A.K.D.C., Inc.

San Diego Dialysis Services, Inc.

Santa Barbara Community Dialysis Center, Inc.

Smyrna Dialysis Center, LLC

SORB Technology, Inc.

Spectra Diagnostics, LLC

Spectra East, Inc.

Spectra Laboratories, Inc.

Spectra Medical Data Processing, LLC

Spectra Renal Research, LLC

SSKG, Inc.

St. Louis Regional Dialysis Center, Inc.

STAT Dialysis Corporation

Stone Mountain Dialysis Center, LLC

Stuttgart Dialysis, LLC

Tappahannock Dialysis Center, Inc.

Terrell Dialysis Center, L.L.C.

Three Rivers Dialysis Services, LLC

U.S. Vascular Access Holdings, LLC

Warrenton Dialysis Facility, Inc.

West End Dialysis Center, Inc.

West Palm Dialysis, LLC

Wharton Dialysis, Inc.

WSKC Dialysis Services, Inc.

Terminated Transferring Affiliates:

Angleton Dialysis, Inc.

Arizona Renal Investments, LLC

Bio-Medical Applications Home Dialysis Services, Inc

Bio-Medical Applications of Glendora, Inc.

Bio-Medical Applications of Hoboken, Inc.

Bio-Medical Applications of Idaho, LLC

Bio-Medical Applications of Las Americas, Inc.

Brazoria Kidney Center, Inc.

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

Cartersville Dialysis Center, LLC

Cobb County Dialysis, LLC

Con-Med Supply Company, Inc.

Covington Dialysis Center, LLC

Diabetes Care Group, Inc.

Dialysis America Alabama, LLC

Dialysis Licensing Corp.

Everest Management, Inc.

FMS New York, Inc.

Fresenius USA Home Dialysis, Inc.

Home Intensive Care, Inc.

Mercy Dialysis Center, Inc.

Naples Dialysis Center, LLC

Neomedica, Inc.

New York Dialysis Management, Inc.

NNA of Memphis, LLC

NNA Properties of Tennessee, Inc.

NNA Transportation Services Corporation

Northwest Dialysis, Inc.

RCG Arlington Heights, LLC

RCG Credit Corporation

RCG Finance, Inc.

RCG Marion, LLC

RCG PA Merger Corp.

RCG Whitehaven, LLC

RCG/Saint Luke’s LLC

RCGIH, Inc.

Renal Care Group Central Memphis, LLC

RenalNet, Inc.

RenalPartners of Indiana, LLC

Renex Dialysis Clinic of Amesbury, Inc.

Renex Dialysis Clinic of North Andover, Inc.

Renex Dialysis Clinic of Penn Hills, Inc.

Renex Dialysis Clinic of Shaler, Inc.

Renex Dialysis Homecare of Greater St. Louis, Inc.

Renex Management Services, Inc.

By:

Name:

Title:

NATIONAL MEDICAL CARE, INC.

By:

Name:

Title:

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

EXECUTION COPY

AMENDMENT NO. 3

Dated as of August 9, 2011

to

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

THIS AMENDMENT NO. 3 (this “Amendment”) dated as of August 9, 2011 is entered into by and among (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation (the “Seller”) and (ii) the entities listed on the signature pages hereof under the heading “New  Transferring Affiliates” (collectively, the “New Transferring Affiliates”) and (iii) the other entities listed on the signature pages hereof under the heading “Existing Transferring Affiliates” (collectively, the “Existing Transferring Affiliates” and, together with the New Transferring Affiliates, the “Transferring Affiliates”).

PRELIMINARY STATEMENT

A.The Seller and the Existing Transferring Affiliates are parties to that certain Amended and Restated Transferring Affiliate Letter dated as of October 16, 2008 (as amended or otherwise modified prior to the date hereof, the “Transferring Affiliate Letter”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Transferring Affiliate Letter or in the “Agreement” referred to therein.

B.The parties hereto desire to add the New Transferring Affiliates as Transferring Affiliates under the Transferring Affiliate Letter and to amend the Transferring Affiliate Letter 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.

(a)New Transferring Affiliates. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the New Transferring Affiliates are hereby added as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each New Transferring Affiliate shall have all of the rights and obligations of a Transferring Affiliate under the Transferring Affiliate Letter.  Accordingly, on the effective date of this Amendment, each New Transferring Affiliate shall sell to the Seller, and the Seller will forthwith purchase from such New Transferring Affiliate, all of the Receivables with respect to such New Transferring Affiliate and all Related Security with respect thereto. All Receivables with respect to such New Transferring Affiliate arising after the effective date of this Amendment and all Related Security with respect thereto shall be sold to

the Seller pursuant to the terms of the Transferring Affiliate Letter in the same manner as if such New Transferring Affiliate had been an original party thereto.

(b)Terminated Transferring Affiliates. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Existing Transferring Affiliates listed below (each, a “Terminated Transferring Affiliate”) are hereby terminated as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each of the parties hereto agrees that the Terminated Transferring Affiliates shall have no further right or obligation to transfer any of their Receivables hereunder and shall cease to be “Transferring Affiliates” hereunder except with respect to Receivables that arose prior to such termination.

Terminated Transferring Affiliates:

Bio-Medical Applications of MLK, Inc.

NNA of Newark, L.L.C.
Renal Care Group Texas, LP

(c)Section 6(h) of the Transferring Affiliate Letter is hereby amended and restated as follows:

“(h) The names and addresses of all the Special Account Banks (and, if applicable, the Designated Account Agent in respect thereof), the Intermediate Concentration Account Banks and the Concentration Account Bank, together with the account numbers of the Special Accounts at such Special Account Banks, the account numbers of the Intermediate Concentration Accounts at such Intermediate Concentration Account Banks and the account number of the Concentration Account of the Transferor at the Concentration Account Bank, are specified in writing in the Account Schedule (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).”

SECTION 2.  Conditions Precedent.  This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Seller of counterparts of this Amendment duly executed by the Seller and the Transferring Affiliates, (ii) the effectiveness of Amendment No. 3 to the Amended and Restated Receivables Purchase Agreement of even date herewith between NMC Funding Corporation and the Seller, and (iii) the effectiveness of Amendment No. 3 to the Fifth Amended and Restated Transfer and Administration Agreement of even date herewith 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”.

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SECTION 3.  Covenants, Representations and Warranties of the Transferring Affiliates.

3.1Upon the effectiveness of this Amendment, each New Transferring Affiliate (i) represents and warrants that (A) it is, directly or indirectly, a wholly-owned subsidiary of FMCH, (B) it is primarily engaged in the same business as is conducted on the date hereof by the Originating Entities and (C) each statement set forth in Section 6 of the Transferring Affiliate Letter is true and correct in respect of such New Transferring Affiliate, and (ii) hereby makes the Perfection Representations and all covenants as a Transferring Affiliate in the Transferring Affiliate Letter (as amended hereby).

3.2Upon the effectiveness of this Amendment, each Existing Transferring Affiliate hereby reaffirms all covenants, representations and warranties made by it in the Transferring Affiliate Letter (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

3.3Each Transferring Affiliate hereby represents and warrants that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with terms hereof.

SECTION 4.  Reference to and Effect on the Transferring Affiliate Letter.

4.1Upon the effectiveness of this Amendment, each reference in the Transferring Affiliate Letter to “Transferring Affiliate Letter,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Transferring Affiliate Letter as amended hereby, and each reference to the Transferring Affiliate Letter in any other document, instrument and agreement executed and/or delivered in connection with the Transferring Affiliate Letter shall mean and be a reference to the Transferring Affiliate Letter as amended hereby.

4.2Except as specifically amended hereby, the Transferring Affiliate Letter and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Seller or any of its assignees under the Transferring Affiliate Letter 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

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together shall constitute but one and the same instrument.  Delivery of an executed counterpart via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

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.

[Remainder of Page Intentionally Left Blank]

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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.

New Transferring Affiliates:

FMS DELAWARE DIALYSIS, LLC

FRESENIUS MEDICAL CARE — SOUTH TEXAS KIDNEY, LLC

FRESENIUS MEDICAL CARE HARSTON HALL, LLC

FRESENIUS MEDICAL CARE OF MONTANA, LLC

FRESENIUS MEDICAL CARE - OSUIM KIDNEY CENTERS, LLC

INLAND NORTHWEST RENAL CARE GROUP, LLC

RCG PENSACOLA, LLC

RENAL CARE GROUP TERRE HAUTE, LLC

ROSS DIALYSIS — ENGLEWOOD, LLC

By:

Name:

Title:

Existing Transferring Affiliates:

APHERESIS CARE GROUP, INC.

BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.

BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.

BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.

BIO-MEDICAL APPLICATIONS OF AQUADILLA, 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.

Signature Page

Amendment No. 3 to Transferring Affiliate Letter

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 GUAYAMA, 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 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 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.

Signature Page

Amendment No. 3 to Transferring Affiliate Letter

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.

BIO-MEDICAL APPLICATIONS OF WYOMING, LLC

BREVARD COUNTY DIALYSIS, LLC

CLAYTON COUNTY DIALYSIS, LLC

CLERMONT DIALYSIS CENTER, LLC

COLUMBUS AREA RENAL ALLIANCE, LLC

CONEJO VALLEY DIALYSIS, INC.

DIALYSIS AMERICA GEORGIA, LLC

DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.

DIALYSIS ASSOCIATES, LLC

DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.

DIALYSIS MANAGEMENT CORPORATION

DIALYSIS SERVICES OF ATLANTA, INC.

DIALYSIS SERVICES OF CINCINNATI, INC.

DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC

DIALYSIS SERVICES, INC.

DIALYSIS SPECIALISTS OF MARIETTA, LTD.

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.

FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC. (F/K/A RENAISSANCE HEALTH CARE, INC.)

EVEREST HEALTHCARE HOLDINGS, INC.

EVEREST HEALTHCARE INDIANA, INC.

EVEREST HEALTHCARE OHIO, INC.

EVEREST HEALTHCARE RHODE ISLAND, INC.

Signature Page

Amendment No. 3 to Transferring Affiliate Letter

EVEREST HEALTHCARE TEXAS HOLDING CORP.

EVEREST HEALTHCARE TEXAS, L.P.

FMS PHILADELPHIA DIALYSIS, LLC

FONDREN DIALYSIS CLINIC, INC.

FORT SCOTT REGIONAL DIALYSIS CENTER, INC.

FOUR STATE REGIONAL DIALYSIS CENTER, INC.

FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC. (F/K/A RENAISSANCE HEALTH CARE, INC.)

FRESENIUS HEALTH PARTNERS, INC. (F/K/A FRESENIUS MEDICAL CARE HEALTH PLAN, INC.)

FRESENIUS MANAGEMENT SERVICES, INC.

FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC

FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.

FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC

FRESENIUS MEDICAL CARE HOLDINGS, INC.

FRESENIUS MEDICAL CARE OF ILLINOIS, LLC

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.

FRESENIUS MEDICAL CARE PSO, LLC

FRESENIUS MEDICAL CARE RX, LLC

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.

FRESENIUS MEDICAL CARE VENTURES, LLC

FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC (F/K/A BIO MEDICAL APPLICATIONS OF COLORADO, INC.)

FRESENIUS MEDICAL CARE DIALYSIS SERVICES OREGON, LLC

FRESENIUS USA MANUFACTURING, INC.

FRESENIUS USA MARKETING, INC.

FRESENIUS USA, INC.

FRESENIUS VASCULAR CARE, INC. (F/K/A NATIONAL VASCULAR CARE, INC.

GULF REGION MOBILE DIALYSIS, INC.

HAEMO-STAT, INC.

HEALTH IT SERVICES GROUP, LLC

HENRY DIALYSIS CENTER, LLC

HOLTON DIALYSIS CLINIC, LLC

HOME DIALYSIS OF AMERICA, INC.

HOME DIALYSIS OF MUHLENBERG COUNTY, INC.

HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.

INTEGRATED RENAL CARE OF THE PACIFIC, LLC

JEFFERSON COUNTY DIALYSIS, INC.

Signature Page

Amendment No. 3 to Transferring Affiliate Letter

KDCO, INC.

KENTUCKY RENAL CARE GROUP, LLC

LAWTON DIALYSIS, INC.

LITTLE ROCK DIALYSIS, INC.

MAUMEE DIALYSIS SERVICES, LLC

METRO DIALYSIS CENTER - NORMANDY, INC.

METRO DIALYSIS CENTER - NORTH, INC.

MIAMI REGIONAL DIALYSIS CENTER, INC.

MICHIGAN HOME DIALYSIS CENTER, INC.

NATIONAL MEDICAL CARE, INC.

NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF TEXAS, INC.

NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.

NEPHROMED LLC

NEW YORK DIALYSIS SERVICES, INC.

NMC SERVICES, 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 NEVADA, INC.

NNA OF OKLAHOMA, INC.

NNA OF OKLAHOMA, L.L.C.

NNA OF RHODE ISLAND, INC.

NNA OF TOLEDO, INC.

NNA-SAINT BARNABAS LIVINGSTON, L.L.C.

NNA-SAINT BARNABAS, L.L.C.

NORCROSS DIALYSIS CENTER, LLC

NORTH BUCKNER DIALYSIS CENTER, INC.

NORTHEAST ALABAMA KIDNEY CLINIC, INC.

NORTHERN NEW JERSEY DIALYSIS, L.L.C.

PHYSICIANS DIALYSIS COMPANY, INC.

QUALICENTERS, INC.

QUALICENTERS ALBANY, LTD.

QUALICENTERS BEND, LLC

QUALICENTERS COOS BAY, LTD.

QUALICENTERS EUGENE-SPRINGFIELD LTD.

QUALICENTERS INLAND NORTHWEST LLC

QUALICENTERS PUEBLO, LLC

QUALICENTERS SALEM, LLC

QUALICENTERS SIOUX CITY LLC

Signature Page

Amendment No. 3 to Transferring Affiliate Letter

RCG BLOOMINGTON, LLC

RCG EAST TEXAS, LLP

RCG INDIANA, L.L.C.

RCG IRVING, LLP

RCG MARTIN, LLC

RCG MEMPHIS EAST, LLC

RCG MEMPHIS, LLC

RCG MISSISSIPPI, INC.

RCG ROBSTOWN, LLP

RCG UNIVERSITY DIVISION, INC.

RCG WEST HEALTH SUPPLY, L.C.

RENAL CARE GROUP ALASKA, INC.

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 ROCKIES, LLC

RENAL CARE GROUP OF THE SOUTH, INC.

RENAL CARE GROUP OF THE SOUTHEAST, INC.

RENAL CARE GROUP OHIO, INC.

RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC

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 TOLEDO, LLC

RENAL CARE GROUP WESTLAKE, LLC

RENAL CARE GROUP, INC.

RENAL CARE GROUP-HARLINGEN, L.P.

RENAL SOLUTIONS, INC.

RENALPARTNERS, INC.

RENEX CORP.

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 ORANGE, INC.

RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.

RENEX DIALYSIS CLINIC OF PITTSBURGH, 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.

Signature Page

Amendment No. 3 to Transferring Affiliate Letter

RENEX DIALYSIS CLINIC OF WOODBURY, INC.

RENEX DIALYSIS FACILITIES, INC.

S.A.K.D.C., INC.

SAINT LOUIS RENAL CARE, LLC

SAN DIEGO DIALYSIS SERVICES, INC.

SANTA BARBARA COMMUNITY DIALYSIS CENTER

SMYRNA DIALYSIS CENTER, LLC

SORB TECHNOLOGY, INC.

SPECTRA DIAGNOSTICS, LLC

SPECTRA EAST, INC.

SPECTRA LABORATORIES, INC.

SPECTRA MEDICAL DATA PROCESSING, LLC

SPECTRA RENAL RESEARCH, LLC

SSKG, INC.

ST. LOUIS REGIONAL DIALYSIS CENTER, INC.

STAT DIALYSIS CORPORATION

STONE MOUNTAIN DIALYSIS CENTER, LLC

STUTTGART DIALYSIS, LLC

TAPPAHANNOCK DIALYSIS CENTER, INC

TERRELL DIALYSIS CENTER, L.L.C.

THREE RIVERS DIALYSIS SERVICES, LLC

U.S. VASCULAR ACCESS HOLDINGS, LLC

WARRENTON DIALYSIS FACILITY, INC.

WEST END DIALYSIS CENTER, INC.

WEST PALM DIALYSIS, LLC

WHARTON DIALYSIS, INC.

WSKC DIALYSIS SERVICES, INC.

By:

Name:

Title:

NATIONAL MEDICAL CARE, INC.

By:

Name:

Title:

Signature Page

Amendment No. 3 to Transferring Affiliate Letter

EXHIBIT P

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF AMENDMENT TO TRANSFERRING AFFILIATE LETTER, RECEIVABLES PURCHASE AGREEMENT AND PARENT AGREEMENT

[Attached]

P-1

FORM OF
AMENDMENT TO TRANSFERRING AFFILIATE LETTER

UPDATED - EXECUTION COPY

AMENDMENT NO. 4

Dated as of January 17, 2013

to

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

THIS AMENDMENT NO. 4 (this “Amendment”) dated as of January 17, 2013 is entered into by and among (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation (the “Seller”) and (ii) the entities listed on the signature pages hereof under the heading “New Transferring Affiliates” (collectively, the “New Transferring Affiliates”) and (iii) the other entities listed on the signature pages hereof under the heading “Existing Transferring Affiliates” (collectively, the “Existing Transferring Affiliates” and, together with the New Transferring Affiliates, the “Transferring Affiliates”).

PRELIMINARY STATEMENT

A.            The Seller and the Existing Transferring Affiliates are parties to that certain Amended and Restated Transferring Affiliate Letter dated as of October 16, 2008 (as amended or otherwise modified prior to the date hereof, the “Transferring Affiliate Letter”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Transferring Affiliate Letter or in the “Agreement” referred to therein.

B.            The parties hereto desire to add the New Transferring Affiliates as Transferring Affiliates under the Transferring Affiliate Letter and to amend the Transferring Affiliate Letter 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.

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Transferring Affiliate Letter is hereby amended as follows:

(a)           New Transferring Affiliates. The New Transferring Affiliates are hereby added as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each New Transferring Affiliate shall have all of the rights and obligations of a Transferring Affiliate under the Transferring Affiliate Letter.  Accordingly, on the effective date of this Amendment, each New Transferring Affiliate shall sell to the Seller, and the Seller shall forthwith purchase from such New Transferring Affiliate, all of the Receivables with respect to such New Transferring Affiliate and all Related Security with respect thereto. All Receivables with respect to such New Transferring Affiliate arising after the effective date of this Amendment and all Related Security with respect thereto shall be sold to the Seller pursuant to the terms of the Transferring Affiliate Letter in the same manner as if such New Transferring Affiliate had been an original party thereto.

(b)           Terminated Transferring Affiliates.  The Existing Transferring Affiliates listed below (each, a “Terminated Transferring Affiliate”) are hereby terminated as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each of the parties hereto agrees that the Terminated Transferring Affiliates shall have no further right or obligation to transfer any of their Receivables hereunder and shall cease to be “Transferring Affiliates” hereunder except with respect to Receivables that arose prior to such termination.

Terminated Transferring Affiliates:

Renal Solutions, Inc.

SORB Technology, Inc.

(c)           New Transfer and Administration Agreement.  All references to the “Transfer and Administration Agreement” in the Transferring Affiliate Letter shall be to that certain Sixth Amended and Restated Transfer and Administration Agreement of even date herewith 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 The Bank of Nova Scotia, as “Agent”, as the same has been or may hereafter be from time to time amended, restated, supplemented or otherwise modified (the “Sixth Amended and Restated Transfer and Administration Agreement”).

(d)           Form of Payment by Seller.  Section 1 of the Transferring Affiliate Letter is hereby amended to delete clause (a) thereof in its entirety and to substitute the following new provision therefor:

(a)           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 Assets, if any, with respect thereto, which are owed from time to time to such Transferring Affiliate for an amount equal to the Intercompany Purchase Price (as defined below) of such Receivables, which amount the Seller shall pay to such Transferring Affiliate (i) in cash, (ii) by way of a credit to such Transferring Affiliate in the appropriate intercompany account, (iii) by delivery of one or more Letters of Credit

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procured by the Seller in such form or forms and for the benefit of such beneficiary or beneficiaries as may have been requested by such Transferring Affiliate or (iv) in any combination of the foregoing, in each case by the last Business Day of the month following the month in which such purchase was made (the related “TAL Settlement Date”).  Each purchase of a Receivable and the Related Assets with respect thereto shall be deemed to be made on the date such Receivable is created.

The Seller shall settle from time to time each credit to the account of a Transferring Affiliate by way of (i) payments in cash, (ii) credits in amounts equal to cash expended, obligations incurred or the value of services or property provided by or on behalf of the Seller or (iii) delivery of one or more Letters of Credit procured by the Seller as requested by such Transferring Affiliate, 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.

As used herein, the term “Intercompany Purchase Price” shall mean a purchase price as may be agreed from time by each Transferring Affiliate and the Seller and which would provide the Seller 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 Seller of financing its investment in such Receivables during such period and (ii) the risk of nonpayment by the Obligors. Each Transferring Affiliate and the Seller may agree from time to time to change the Intercompany Purchase Price based on changes in the items described in clauses (i) and (ii) of the previous sentence, provided that any change to the Intercompany Purchase Price shall apply only prospectively and shall not affect the purchase price of Receivables sold prior to the date on which the Transferring Affiliate and the Seller agree to make such change.

In the event the Seller shall have procured one or more Letters of Credit for a Transferring Affiliate as part of the Intercompany Purchase Price for any Receivables, and the aggregate face amount of such Letters of Credit exceeds the aggregate Intercompany Purchase Price payable to such Transferring Affiliate on the related TAL Settlement Date, then an amount equal to such excess shall be debited from the appropriate intercompany account and shall be deemed to be a prepayment for application on a later TAL Settlement Date toward the Intercompany Purchase Price for Receivables subsequently purchased hereunder.

In the event the Seller shall have procured a Letter of Credit for a Transferring Affiliate as part of the Intercompany Purchase Price for any Receivables, and such Letter of Credit (i) expires or is cancelled or otherwise terminated with all or any portion of its face amount undrawn, or (ii) has its face amount decreased (for a reason other than a drawing having been made thereunder), then an amount equal to such undrawn amount or decrease, as the case may be, shall either be paid by the Seller in cash to such Transferring Affiliate on the next TAL Settlement Date or, if the Seller does not then have cash available therefor, shall be deemed to be a credit to such Transferring Affiliate in the appropriate intercompany account.

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(e)           Recharacterization.  Section 1 of the Transferring Affiliate Letter is hereby amended as follows:

(i) by deleting the second sentence of clause (c) thereof in its entirety and replacing it with the following:

If, notwithstanding the foregoing, the transactions contemplated under this Transferring Affiliate Letter should be deemed a financing and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing a “Recharacterization”), each Transferring Affiliate and the Seller intend that such Transferring Affiliate shall be deemed to have granted to the Seller a first priority perfected and continuing security interest in all of such Transferring Affiliate’s right, title and interest in, to and under the Receivables now or hereafter arising that are purportedly sold to the Seller pursuant to this Transferring Affiliate Letter, together with the Related Assets with respect thereto, and that this Agreement shall constitute a security agreement under applicable law.  In the case of any Recharacterization, each Transferring Affiliate and the Seller represents and warrants that each remittance of Collections by such Transferring Affiliate to the Seller hereunder will have been (i) in payment of a debt incurred by such Transferring Affiliate in the ordinary course of business or financial affairs of the Seller and such Transferring Affiliate and (ii) made in the ordinary course of business or financial affairs of such Transferring Affiliate and the Seller.

(f)            New Agent.  Section 11 of the Transferring Affiliate Letter is hereby amended by replacing the reference to “WestLB AG, New York Branch” therein with “The Bank of Nova Scotia”, and “Agent” shall mean “The Bank of Nova Scotia, as Agent” in each place in which that term appears in the Transferring Affiliate Letter.

SECTION 2.  Conditions Precedent.  This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Seller of counterparts of this Amendment duly executed by the Seller and the Transferring Affiliates, (ii) the effectiveness of the Second Amended and Restated Receivables Purchase Agreement of even date herewith between NMC Funding Corporation and the Seller, and (iii) the effectiveness of the Sixth Amended and Restated Transfer and Administration Agreement.

SECTION 3.  Covenants, Representations and Warranties of the Transferring Affiliates.

3.1          Upon the effectiveness of this Amendment, each New Transferring Affiliate (i) represents and warrants that (A) it is, directly or indirectly, a wholly-owned subsidiary of FMCH, (B) it is primarily engaged in the same business as is conducted on the date hereof by the Originating Entities and (C) each statement set forth in Section 6 of the Transferring Affiliate Letter is true and correct in respect of such New Transferring Affiliate, and (ii) hereby makes the Perfection Representations and all covenants as a Transferring Affiliate in the Transferring Affiliate Letter (as amended hereby).

5

3.2          Upon the effectiveness of this Amendment, each Existing Transferring Affiliate hereby reaffirms all covenants, representations and warranties made by it in the Transferring Affiliate Letter (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

3.3          Each Transferring Affiliate hereby represents and warrants that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with terms hereof.

SECTION 4.  Reference to and Effect on the Transferring Affiliate Letter.

4.1          Upon the effectiveness of this Amendment, each reference in the Transferring Affiliate Letter to “Transferring Affiliate Letter,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Transferring Affiliate Letter as amended hereby, and each reference to the Transferring Affiliate Letter in any other document, instrument and agreement executed and/or delivered in connection with the Transferring Affiliate Letter shall mean and be a reference to the Transferring Affiliate Letter as amended hereby.

4.2          Except as specifically amended hereby, the Transferring Affiliate Letter and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3          The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Seller or any of its assignees under the Transferring Affiliate Letter 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 via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

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.

[Remainder of Page Intentionally Left Blank]

6

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.

New Transferring Affiliates:

FRESENIUS MEDICAL CARE OF NEBRASKA, LLC

NRA-ADA, OKLAHOMA, LLC

NRA-AUGUSTA, GEORGIA, LLC

NRA-BAMBERG, SOUTH CAROLINA, LLC

NRA-BARBOURVILLE (HOME THERAPY CENTER), KENTUCKY, LLC

NRA-BAY CITY, L.P.

NRA-BAY CITY, TEXAS, LLC

NRA-CROSSVILLE, TENNESSEE, LLC

NRA-DICKSON, TENNESSEE, LLC

NRA-FARMINGTON, MISSOURI, LLC

NRA-FREDERICKTOWN, MISSOURI, LLC

NRA-GEORGETOWN, KENTUCKY, LLC

NRA-GRAY, GEORGIA, LLC

NRA-HOGANSVILLE, GEORGIA, LLC

NRA-HOLLY HILL, SOUTH CAROLINA, LLC

NRA-HOLLYWOOD, SOUTH CAROLINA, LLC

NRA-INPATIENT DIALYSIS, LLC

NRA-LAGRANGE, GEORGIA, LLC

NRA-LONDON, KENTUCKY, LLC

NRA-MACON, GEORGIA, LLC

NRA-MIDTOWN MACON, GEORGIA, LLC

NRA-MILLEDGEVILLE, GEORGIA, LLC

NRA-MONTICELLO, GEORGIA, LLC

NRA-MT. PLEASANT, SOUTH CAROLINA, LLC

NRA-NEW CASTLE, INDIANA, LLC

NRA-NEWNAN ACQUISITION, LLC

NRA-NORTH AUGUSTA, SOUTH CAROLINA, LLC

NRA-ORANGEBURG, SOUTH CAROLINA, LLC

NRA-PALMETTO, GEORGIA, LLC

NRA-PRINCETON, KENTUCKY, LLC

NRA-ROANOKE, ALABAMA, LLC

NRA-SOUTH CITY, MISSOURI, LLC

NRA-ST. LOUIS (HOME THERAPY CENTER), MISSOURI, LLC

NRA-ST. LOUIS, MISSOURI, LLC

NRA-TALLADEGA, ALABAMA, LLC

NRA-VALDOSTA (NORTH), GEORGIA, LLC

NRA-VALDOSTA, GEORGIA, LLC

NRA-VARNVILLE, SOUTH CAROLINA, LLC

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

NRA-WASHINGTON COUNTY, MISSOURI, LLC

NRA-WINCHESTER, INDIANA, LLC

RAI CARE CENTERS OF ALABAMA, LLC

RAI CARE CENTERS OF FLORIDA I, LLC

RAI CARE CENTERS OF FLORIDA II, LLC

RAI CARE CENTERS OF GEORGIA I, LLC

RAI CARE CENTERS OF ILLINOIS I, LLC

RAI CARE CENTERS OF ILLINOIS II, LLC

RAI CARE CENTERS OF MARYLAND I, LLC

RAI CARE CENTERS OF MICHIGAN I, LLC

RAI CARE CENTERS OF MICHIGAN II, LLC

RAI CARE CENTERS OF NEBRASKA II, LLC

RAI CARE CENTERS OF NORTH CAROLINA II, LLC

RAI CARE CENTERS OF NORTHERN CALIFORNIA I, LLC

RAI CARE CENTERS OF NORTHERN CALIFORNIA II, LLC

RAI CARE CENTERS OF OAKLAND II, LLC

RAI CARE CENTERS OF SOUTH CAROLINA I, LLC

RAI CARE CENTERS OF SOUTHERN CALIFORNIA I, LLC

RAI CARE CENTERS OF SOUTHERN CALIFORNIA II, LLC

RAI CARE CENTERS OF TENNESSEE, LLC

RAI CARE CENTERS OF VIRGINIA II, LLC

RENAL CARE GROUP MAPLEWOOD, LLC

SOLUTIONS HEALTHCARE MANAGEMENT GROUP, LLC

(each a “Transferring Affiliate”)

By:

Name:

Title:

Existing Transferring Affiliates:

ACUMEN PHYSICIAN SOLUTIONS, LLC (F/K/A HEALTH IT SERVICES GROUP, LLC)

APHERESIS CARE GROUP, INC.

BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.

BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.

BIO-MEDICAL APPLICATIONS OF AQUADILLA, 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 GUAYAMA, 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 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 NEVADA, INC

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

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.

BIO-MEDICAL APPLICATIONS OF WYOMING, LLC

BREVARD COUNTY DIALYSIS, LLC

CLAYTON COUNTY DIALYSIS, LLC

CLERMONT DIALYSIS CENTER, LLC

COLUMBUS AREA RENAL ALLIANCE, LLC

CONEJO VALLEY DIALYSIS, INC.

DIALYSIS AMERICA GEORGIA, LLC

DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.

DIALYSIS ASSOCIATES, LLC

DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

DIALYSIS MANAGEMENT CORPORATION

DIALYSIS SERVICES OF ATLANTA, INC.

DIALYSIS SERVICES OF CINCINNATI, INC.

DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC

DIALYSIS SERVICES, INC.

DIALYSIS SPECIALISTS OF MARIETTA, LTD.

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.

EVEREST HEALTHCARE RHODE ISLAND, INC.

EVEREST HEALTHCARE TEXAS HOLDING CORP.

EVEREST HEALTHCARE TEXAS, L.P.

FMS DELAWARE DIALYSIS, LLC

FMS PHILADELPHIA DIALYSIS, LLC

FONDREN DIALYSIS CLINIC, INC.

FORT SCOTT REGIONAL DIALYSIS CENTER, INC.

FOUR STATE REGIONAL DIALYSIS CENTER, INC.

FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC. (F/K/A RENAISSANCE HEALTH CARE, INC.)

FRESENIUS HEALTH PARTNERS, INC.

FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC (F/K/A BIO MEDICAL APPLICATIONS OF COLORADO, INC.)

FRESENIUS MEDICAL CARE DIALYSIS SERVICES- OREGON, LLC

FRESENIUS MEDICAL CARE HEALTH PLAN, INC.

FRESENIUS MANAGEMENT SERVICES, INC.

FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC

FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.

FRESENIUS MEDICAL CARE HARSTON HALL, LLC

FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC

FRESENIUS MEDICAL CARE HOLDINGS, INC.

FRESENIUS MEDICAL CARE OF ILLINOIS, LLC

FRESENIUS MEDICAL CARE OF MONTANA, LLC

FRESENIUS MEDICAL CARE - OSUIM KIDNEY CENTERS, LLC

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

FRESENIUS MEDICAL CARE PSO, LLC

FRESENIUS MEDICAL CARE RX, LLC

FRESENIUS MEDICAL CARE — SOUTH TEXAS KIDNEY, LLC

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.

FRESENIUS MEDICAL CARE VENTURES, LLC

FRESENIUS USA MANUFACTURING, INC.

FRESENIUS USA MARKETING, INC.

FRESENIUS USA, INC.

FRESENIUS VASCULAR CARE, INC. (F/K/A NATIONAL VASCULAR CARE, 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.

HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.

INLAND NORTHWEST RENAL CARE GROUP, LLC

INTEGRATED RENAL CARE OF THE PACIFIC, LLC

JEFFERSON COUNTY DIALYSIS, INC.

KDCO, INC.

KENTUCKY RENAL CARE GROUP, LLC

LAWTON DIALYSIS, INC.

LITTLE ROCK DIALYSIS, INC.

MAUMEE DIALYSIS SERVICES, LLC

METRO DIALYSIS CENTER - NORMANDY, INC.

METRO DIALYSIS CENTER - NORTH, INC.

MIAMI REGIONAL DIALYSIS CENTER, INC.

MICHIGAN HOME DIALYSIS CENTER, INC.

NATIONAL MEDICAL CARE, INC.

NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF TEXAS, INC.

NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.

NEPHROMED LLC

NEW YORK DIALYSIS SERVICES, INC.

NMC SERVICES, 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.

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

NNA OF LOUISIANA, LLC

NNA OF NEVADA, INC.

NNA OF OKLAHOMA, INC.

NNA OF OKLAHOMA, L.L.C.

NNA OF RHODE ISLAND, INC.

NNA OF TOLEDO, INC.

NNA-SAINT BARNABAS-LIVINGSTON, L.L.C.

NNA-SAINT BARNABAS, L.L.C.

NORCROSS DIALYSIS CENTER, LLC

NORTH BUCKNER DIALYSIS CENTER, INC.

NORTHEAST ALABAMA KIDNEY CLINIC, INC.

NORTHERN NEW JERSEY DIALYSIS, L.L.C.

PHYSICIANS DIALYSIS COMPANY, INC.

QUALICENTERS ALBANY, LTD.

QUALICENTERS BEND, LLC

QUALICENTERS COOS BAY, LTD.

QUALICENTERS EUGENE-SPRINGFIELD LTD.

QUALICENTERS, INC.

QUALICENTERS INLAND NORTHWEST LLC

QUALICENTERS PUEBLO, LLC

QUALICENTERS SALEM, LLC

QUALICENTERS SIOUX CITY LLC

RCG BLOOMINGTON, LLC

RCG EAST TEXAS, LLP

RCG INDIANA, L.L.C.

RCG IRVING, LLP

RCG MARTIN, LLC

RCG MEMPHIS EAST, LLC

RCG MEMPHIS, LLC

RCG MISSISSIPPI, INC.

RCG PENSACOLA, LLC

RCG ROBSTOWN, LLP

RCG UNIVERSITY DIVISION, INC.

RCG WEST HEALTH SUPPLY, L.C.

RENAL CARE GROUP ALASKA, INC.

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 ROCKIES, 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.

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC

RENAL CARE GROUP SOUTHWEST, L.P.

RENAL CARE GROUP TERRE HAUTE, LLC

RENAL CARE GROUP TEXAS, INC.

RENAL CARE GROUP TOLEDO, LLC

RENAL CARE GROUP WESTLAKE, LLC

RENAL CARE GROUP, INC.

RENAL CARE GROUP-HARLINGEN, L.P.

RENALPARTNERS, INC.

RENEX CORP.

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 ORANGE, INC.

RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.

RENEX DIALYSIS CLINIC OF PITTSBURGH, 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.

ROSS DIALYSIS — ENGLEWOOD, LLC

S.A.K.D.C., INC.

SAINT LOUIS RENAL CARE, LLC

SAN DIEGO DIALYSIS SERVICES, INC.

SANTA BARBARA COMMUNITY DIALYSIS CENTER, INC.

SMYRNA DIALYSIS CENTER, LLC

SPECTRA DIAGNOSTICS, LLC

SPECTRA EAST, INC.

SPECTRA LABORATORIES, INC.

SPECTRA MEDICAL DATA PROCESSING, LLC

SPECTRA RENAL RESEARCH, LLC

SSKG, INC.

ST. LOUIS REGIONAL DIALYSIS CENTER, INC.

STAT DIALYSIS CORPORATION

STONE MOUNTAIN DIALYSIS CENTER, LLC

STUTTGART DIALYSIS, LLC

TAPPAHANNOCK DIALYSIS CENTER, INC

TERRELL DIALYSIS CENTER, L.L.C.

THREE RIVERS DIALYSIS SERVICES, LLC

U.S. VASCULAR ACCESS HOLDINGS, LLC

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

WARRENTON DIALYSIS FACILITY, INC.

WEST END DIALYSIS CENTER, INC.

WEST PALM DIALYSIS, LLC

WHARTON DIALYSIS, INC.

WSKC DIALYSIS SERVICES, INC.

(each a “Transferring Affiliate”)

By:

Name:

Title:

NATIONAL MEDICAL CARE, INC.

By:

Name:

Title:

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

FORM OF
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

UPDATED - EXECUTION COPY

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

between

NATIONAL MEDICAL CARE, INC.

as Seller

and

NMC FUNDING CORPORATION

as Purchaser

Dated as of January 17, 2013

TABLE OF CONTENTS

		Page
Article I
DEFINITIONS
SECTION 1.1.	Certain Defined Terms	1
SECTION 1.2.	Other Terms	10
SECTION 1.3.	Computation of Time Periods	11
Article II
PURCHASE AND SETTLEMENTS
SECTION 2.1.	Purchases of Receivables; Agreement to Purchase	11
SECTION 2.2.	Payment for the Purchases	12
SECTION 2.3.	Purchase Price Credit Adjustments	14
SECTION 2.4.	Payments and Computations, Etc	14
SECTION 2.5.	Transfer of Records to Purchaser	14
SECTION 2.6.	Protection of Ownership Interest of the Purchaser	15
SECTION 2.7.	Additional Transferring Affiliates	16
SECTION 2.8.	Letters of Credit	16
Article III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1.	Representations and Warranties of the Seller	18
SECTION 3.2.	Reaffirmation of Representations and Warranties by the Seller	22
Article IV
CONDITIONS PRECEDENT
SECTION 4.1.	Conditions Precedent to Closing	22
SECTION 4.2.	Conditions Precedent to Purchases	22
Article V
COVENANTS
SECTION 5.1.	Affirmative Covenants of Seller	23
SECTION 5.2.	Negative Covenants of the Seller	28
Article VI
ADMINISTRATION AND COLLECTION
SECTION 6.1.	Collection of Receivables	31
SECTION 6.2.	Rights of Purchaser	31
SECTION 6.3.	Special Accounts	32
SECTION 6.4.	Responsibilities of the Seller	32

i

SECTION 6.5.	Reports	32
Article VII
SELLER DEFAULTS
SECTION 7.1.	Seller Defaults	33
SECTION 7.2.	Remedies	35
Article VIII
INDEMNIFICATION; EXPENSES
SECTION 8.1.	Indemnities by the Seller	35
SECTION 8.2.	Other Costs and Expenses	38
Article IX
MISCELLANEOUS
SECTION 9.1.	Term of Agreement	38
SECTION 9.2.	Waivers; Amendments	39
SECTION 9.3.	Notices	39
SECTION 9.4.	Governing Law; Submission to Jurisdiction; Integration.	40
SECTION 9.5.	Severability; Counterparts	40
SECTION 9.6.	Successors and Assigns	40
SECTION 9.7.	Waiver of Confidentiality	41
SECTION 9.8.	Confidentiality Agreement	41
SECTION 9.9.	Bankruptcy Petitions	41
SECTION 9.10.	Purchase Termination	42
SECTION 9.11.	Subordination	42
SECTION 9.12.	Characterization of the Transactions Contemplated by the Agreement	42

ii

EXHIBITS

EXHIBIT A	[RESERVED]
EXHIBIT B	[RESERVED]
EXHIBIT C	[RESERVED]
EXHIBIT D	Form of Special Account Letter
EXHIBIT E	Form of Subordinated Note
EXHIBIT F	List of Actions and Suits
EXHIBIT G	Location of Records
EXHIBIT H	List of Seller’s Subsidiaries, Divisions and Tradenames
EXHIBIT I	Form of Transferring Affiliate Letter
EXHIBIT J	List of Transferring Affiliates, Chief Executive Offices of Transferring Affiliates and Tradenames
EXHIBIT K	Form of Account Agent Agreement

iii

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) dated as of January 17, 2013, 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 Amended and Restated Receivables Purchase Agreement dated as of October 16, 2008 (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.

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“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.

“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 January 17, 2013.

“CMS” means the Centers for Medicare and Medicaid Services, formerly known as the Health Care Financing Administration, an agency of the HHS charged with administering and regulating, among other things, certain aspects of Medicaid and Medicare and any successor agency or agencies charged with such responsibilities.

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

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

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“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.

“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).

“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 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.”

“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.

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“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 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.

“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

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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.

“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.

“L/C Issuer” has the meaning specified in the TAA.

“Letter of Credit” has the meaning specified in the TAA.

“Letter of Credit Application” has the meaning specified in the TAA.

“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 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 or such Designated Account Agent of any such provision or, if such Transferring Affiliate or such Designated Account Agent shall fail to do so, to perform or observe any such provision, in each case, pursuant to the Parent

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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, CMS, 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, CMS, 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), (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:

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(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 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, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles 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.

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“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 including, without limitation, any costs as may be associated with the procurement of Letters of Credit 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 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 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.

“Recharacterization” has the meaning specified in Section 9.12(a).

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

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“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 under the Transferring Affiliate Letter, together with all financing statements filed in connection therewith against the Transferring Affiliates; 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(b).

“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

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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.

“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 Standard & Poor’s Financial Services LLC business.

“Subordinated Note” has the meaning specified in Section 2.2(b) 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 Sixth 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 The Bank of Nova Scotia, 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

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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)  Pursuant to the Existing Receivables Purchase Agreement, the Purchaser purchased from the Seller all of the Seller’s right, title and interest in and to each and every Receivable existing as of the Original Closing Date and Receivables arising thereafter.  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 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 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.

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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 each Purchase of Receivables hereunder shall be payable in full by the Purchaser to the Seller by one or any combination of the following means:

(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 or in such other manner as may from time to time be agreed as between the Seller and the Purchaser or as may be deemed to have been effected in accordance with the terms hereof (the action of the Seller giving rise to any such issuance of equity being a “Capital Contribution”);

(ii)by the delivery of immediately available funds, to the extent of funds then available to the Purchaser or then being 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;

(iii)by the delivery of a Letter of Credit procured by and for the account of the Purchaser in accordance with Section 2.8, in form and substance satisfactory to the Seller, for the benefit of such beneficiary as shall have been designated by the Seller; and/or

(iv)by the application of the proceeds of a Revolving Loan.

The Purchase Price for each 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 the Purchase Price in respect of any Purchase shall exceed an amount equal to (i) the aggregate amount then being received by the Purchaser from any Transfers under the TAA plus (ii) the aggregate face amount of all Letters of Credit then being issued at the

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request of the Seller in connection with such Purchase, the Purchaser shall, with notice to the Seller, pay such shortfall (a “Purchase Price Shortfall”) 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 (x) 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 (y) the Purchaser’s net worth would be less than an amount (the “Minimum Net Worth”) that is at such time the greater of (A) $5,000,000 or (B) three percent (3.00%) of the sum of the aggregate Net Investment and the aggregate face amount of all Letters of Credit 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)If, in respect of any Purchase, there shall continue to be a Purchase Price Shortfall after applying the proceeds of any Revolving Loan extended on the date of such Purchase, then the Seller shall be deemed to have made a Capital Contribution having a value 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 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; 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.  The Purchaser will be responsible for payment of all fees and expenses in connection with the issuance of the Letters of Credit.  The Purchaser will be the sole account party on all Letters of Credit and the Seller will have no recourse liability to any L/C Issuer or any reimbursement obligations in respect of any Letter of Credit.

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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 or becomes a Diluted Government Program Receivable, 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 (determined without giving effect to any write-off with respect thereto).  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

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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.

(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.

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(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 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 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

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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.

SECTION 2.8.Letters of Credit. (a)  Upon the request of the Seller, and on the terms and conditions for issuing Letters of Credit under the TAA (including any limitations therein on the amount of any such issuance), the Purchaser agrees to request one or more L/C Issuers to issue, on any date of Purchase specified by the Seller, Letters of Credit in favor of the beneficiaries specified by the Seller.  The aggregate face amount of the Letters of Credit being issued on the date of any Purchase on behalf of the Seller shall constitute a credit against the aggregate Purchase Price payable by the Purchaser to the Seller on the date of such Purchase pursuant to Section 2.1.  To the extent that the aggregate face amount of the Letters of Credit being issued on any Settlement Date exceeds the aggregate Purchase Price payable by the Purchaser to the Seller on such Settlement Date, such excess shall be deemed to be a (i) reduction in the outstanding principal balance of (and, to the extent necessary, the accrued but unpaid interest on) the Subordinated Note payable to the Seller and/or (ii) a reduction in the Purchase Price payable on the date of any Purchase immediately following the date any such Letter of Credit is issued.  In the event that any such Letter of Credit issued pursuant to this Section 2.8 (i) expires or is cancelled or otherwise terminated with all or any portion of its face amount undrawn, (ii) has its face amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the Purchaser’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, then an amount equal to such undrawn amount, such decrease or such reduction, as the case may be, shall either be paid by the Purchaser in cash to the Seller on the next Settlement Date or, if the Purchaser does not then have cash available therefor, shall be deemed to be (x) first, added to the outstanding principal balance of the Subordinated Note issued to the Seller to the extent that such addition would not cause the Purchaser’s net worth to be less than the Minimum Net Worth, and (y) second¸ a Capital Contribution to the capital of the Purchaser.  Under no circumstances shall the Seller (or any Affiliate thereof (other than the Purchaser)) have any reimbursement or recourse obligations in respect of any Letter of Credit.

SECTION 2.9.(b)In the event that the Seller requests one or more Letters of Credit hereunder, the Seller shall on a timely basis provide the Purchaser with such information as is necessary for the Purchaser to obtain such Letters of Credit from one or more L/C Issuers, and shall otherwise comply with any requests for information made by the Purchaser or the applicable L/C Issuers to facilitate the issuance of such Letters of Credit.

SECTION 2.10.(c)The Seller acknowledges the limitations on liability of each L/C Issuer contained in the TAA, including, without limitation, under Section 2.22 thereof.

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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,

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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 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,

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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 the date of each Investor Report issued under the TAA, such Investor Report set forth true, accurate and complete information as to the matters described therein.

(n)Credit and Collection Policy.  Since September 30, 2012, 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 30, 2012, 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 at such Special Account Banks and of the Intermediate Concentration Account Banks, are specified in the Account Schedule (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)).  The Account Schedule sets forth all depositary accounts and locations to which Obligors are instructed to remit payments on the Receivables.  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.

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(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, 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 (A) in cash, (B) by procuring a Letter of Credit for and at the direction of such Transferring Affiliate, (C) by way of a credit to such Transferring Affiliate in the appropriate intercompany account or (D) by any combination of the foregoing, 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.

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(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 are true and correct in all material respects and the Seller hereby remakes all such representations and warranties for the benefit of the Purchaser.

(z)Leased Equipment.  With respect to any dialysis or other medical equipment that has been leased by any Person to the Seller in respect of which such lessor has filed a UCC financing statement against the Seller (“Subject Leased Equipment”), (i) the arrangement relating to such Subject Leased Equipment is intended in good faith by such lessor and the Seller to be an “operating lease” and not a secured financing; (ii) the property covered by each such UCC financing statement is limited to the applicable Subject Leased Equipment and its proceeds; (iii) less than five percent (5.0%) of the Subject Leased Equipment is retained by the Seller, with the balance of the Subject Leased Equipment being used by Transferring Affiliates (and other affiliates that are not Transferring Affiliates) under unsecured intercompany usage or subleasing arrangements between the Seller and such Transferring Affiliates (or such other affiliates); and (iv) neither the Seller nor any lessor of Subject Leased Equipment has filed any UCC financing statement or similar instrument against any Transferring Affiliate in respect of any Subject Leased Equipment.

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.

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.

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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

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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 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.  On an annual basis, at least 30 days prior to the Commitment Termination Date, a complete copy of the Credit and Collection Policy then in effect, together with a summary of any material changes from the most recent Credit and Collection Policy delivered to the Administrative Agents pursuant to Section 4.1(o) or Section 5.1(a) of the TAA.

(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

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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 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

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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

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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 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 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 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

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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, 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.  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 the Transferring Affiliate Letter.  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 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.

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 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.

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(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 the Account Schedule 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 the Account Schedule 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

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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.

(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 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,

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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.

(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

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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 the exercise by the Purchaser of its rights hereunder and under the Transferring Affiliate Letter 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 and the aggregate amount of any amounts drawn under any Letters of Credit, in each case 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

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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.

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

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$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 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, 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, 2011 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

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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, any of the other Transaction Documents, any Investor Report or any other information or report delivered by any Parent Group

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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 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;

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(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 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;

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(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; or

(xix)without duplication of any amounts paid by the Seller pursuant to Section 2.3, any cancellation or voiding of a Receivable, any Contractual Adjustment, or any other event or circumstance which gives arise to a “Deemed Collection” under the TAA or a “Purchase Price Credit” under this Agreement.

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.

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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 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

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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 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

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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.

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(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 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.  (a) 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 under this Agreement should be deemed a financing and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing a “Recharacterization”), 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 now or hereafter arising that are sold to the Purchaser pursuant to this Agreement, together with the Related Assets with respect thereto, and that this Agreement shall constitute a security agreement under applicable law.

SECTION 9.13.                    (b)           In the case of any Recharacterization, each of the Seller and the Purchaser represents and warrants that each remittance of Collections by the Seller to the Purchaser hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Purchaser and (ii) made in the ordinary course of business or financial affairs of the Seller and the Purchaser.  In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and under the Receivables arising after the Termination Date, together with the Related Assets with respect

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thereto.  The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement).  The Seller hereby assigns to the Purchaser all of its rights and remedies under the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables and the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter).

SECTION 9.14.                    Perfection Representations. The Perfection Representations shall be a part of the Agreement for all purposes.  The Seller hereby makes the representations and warranties set forth in the Perfection Representations as of the date of each sale of Receivables hereunder.  The Perfection Representations shall survive termination of this Agreement.

[Remainder of page intentionally left blank]

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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:
	Name:
	Title:
NATIONAL MEDICAL CARE, INC.,
	as Seller
By:
	Name:
	Title:

Signature Page to Second Amended and Restated Receivables Purchase Agreement

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EXHIBIT A

[RESERVED]

EXHIBIT B

[RESERVED]

EXHIBIT C

[RESERVED]

EXHIBIT D

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

FORM OF SPECIAL ACCOUNT LETTER

EXHIBIT E

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

FORM OF SUBORDINATED NOTE

EXHIBIT F

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LIST OF ACTIONS AND SUITS

EXHIBIT G

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LOCATION OF RECORDS

EXHIBIT H

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LIST OF SELLER’S SUBSIDIARIES,

   DIVISIONS AND TRADENAMES

EXHIBIT I

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

FORM OF TRANSFERRING AFFILIATE LETTER

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)

EXHIBIT K

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

FORM OF ACCOUNT AGENT AGREEMENT

FORM OF
SECOND AMENDED AND RESTATED PARENT AGREEMENT

EXECUTION COPY

SECOND AMENDED AND RESTATED PARENT AGREEMENT

This SECOND AMENDED AND RESTATED PARENT AGREEMENT (this “Agreement”), dated as of January 17, 2013, made by FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York corporation (“FMCH”), and 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”) (FMCH and FME KGaA being hereinafter referred to, collectively, as the “Companies” and, each individually, as a “Company”), in favor of NMC FUNDING CORPORATION (“NMC Funding”) and THE BANK OF NOVA SCOTIA, as agent (the “Agent”) for the Investors under (as defined in) the Transfer and Administration Agreement referred to below.

PRELIMINARY STATEMENTS:

(1)  National Medical Care, Inc., a Delaware corporation (“NMC”) has entered into that certain Amended and Restated Transferring Affiliate Letter (as the same has been and may from time to time be amended, restated, supplemented or otherwise modified, the “Transferring Affiliate Letter”) dated as of October 16, 2008 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 Second Amended and Restated 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, to NMC Funding in accordance with the terms thereof.

(3)  NMC Funding has entered into that certain Sixth Amended and Restated 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 NMC Funding, as “Transferor”, NMC, as the “Collection Agent” thereunder, certain “Bank Investors” from time to time party thereto 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.  For purposes of this

Agreement, the terms “Agent”, “Administrative Agent”, “Conduit Investor” and “Investor” shall have the meanings assigned to such terms under the TAA.

(4)  Certain Affiliates (each, a “Designated Account Agent”) of the Transferring Affiliates have entered, or may hereafter enter, into that certain Account Agent Agreement dated as of August 28, 1997 or an agreement in substantially the form of such Account Agent Agreement (collectively, and as the same may from time to time be amended, restated, supplemented or otherwise modified, the “Account Agent Agreement”), under which such Designated Account Agents agree to certain matters relating to the handling of Collections on Receivables originated by Transferring Affiliates and remitted to “Special Accounts” maintained by such Designated Account Agents.

(5)  FME KGaA owns all of the issued and outstanding common stock of FMCH, and FME KGaA or one of its wholly-owned Subsidiaries owns, directly or indirectly, all of the issued and outstanding shares of capital stock of each Transferring Affiliate, each Designated Account Agent and NMC.  It is a condition precedent to the effectiveness of each of the Receivables Agreement and the TAA that each of FME KGaA and FMCH enters into this Agreement.

(6)  NMC, the Transferring Affiliates (as such group is from time to time comprised) and the Designated Account Agents (as such group is from time to time comprised) are herein sometimes referred to collectively as the “Parent Group Members” or any such Person individually as a “Parent Group Member”.  The Receivables Agreement, the Transferring Affiliate Letter, the Account Agent Agreement and each of the other instruments, documents and agreements executed in connection therewith are herein sometimes referred to collectively as the “Transaction Documents”.  The terms “Receivable” and “Related Security”, and other terms that are used herein and not otherwise defined herein, shall have the meanings assigned under the Receivables Agreement.

(7)  FMCH and FME KGaA are parties to that certain Parent Agreement dated as of October 16, 2008 (as amended prior to the date hereof, the “Existing Parent Agreement”), which the parties hereto desire to amend and restate in its entirety.

NOW, THEREFORE, the parties hereby agree as follows:

SECTION 1.  Unconditional Undertaking.  Each Company hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of NMC Funding, the Investors, the Administrative Agents and the Agent to cause the due and punctual performance and observance by each of the Parent Group Members with each of such Parent Group Member’s obligations under the Transaction Documents, including, without limitation: (i) by NMC and its successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of NMC (whether as seller, collection agent or otherwise) to be performed or observed by it under the Receivables Agreement or any other document delivered in connection with the Receivables Agreement, (ii) by each Transferring Affiliate and its successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of such Transferring Affiliate to be performed and observed under the Transferring Affiliate Letter, and (iii)  by each Designated Account Agent and its successors and assigns of all

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of the terms, covenants, conditions, agreements and undertakings on the part of such Designated Account Agent to be performed under the Account Agent Agreement, in each case under clauses (i), (ii) and (iii) above in accordance with the terms thereof, including, without limitation, each indemnity and each other agreement of any Parent Group Member to pay or deposit any money under any Transaction Document (all such terms, covenants, conditions, agreements and undertakings on the part of the Parent Group Members to be performed or observed being, collectively, the “Obligations”).

In the event that any Parent Group Member shall fail to perform or observe any of the Obligations when the same shall be required to be performed or observed under any Transaction Document, then each Company will itself (to the fullest extent permitted by law) duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Obligation, and it shall not be a condition to the accrual of the obligation of any Company hereunder to perform or observe, or cause the performance or observance of, any Obligation that NMC Funding, any Investor, any Administrative Agent or the Agent shall have first made any request of or demand upon or given any notice to any Company or to any Parent Group Member or their respective successors or assigns, or have instituted any action or proceeding against any Company or any Parent Group Member or their respective successors or assigns in respect thereof; provided that no Company shall be required to make any payment hereunder without ten days prior notice from NMC Funding, an Investor or the Agent.

SECTION 2.  Obligation Absolute.  Each Company will perform its obligations under this Agreement regardless of any law, rule, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of any Transaction Document, or the rights of NMC Funding, any Investor, any Administrative Agent or the Agent with respect thereto.  The obligations of each Company under this Agreement are independent of the Obligations, and a separate action or actions may be brought and prosecuted against any Company to enforce this Agreement, irrespective of whether any action is brought against any Parent Group Member or whether any Parent Group Member is joined in any such action or actions.  The liability of each Company under this Agreement shall be absolute and unconditional irrespective of:

(i)            any lack of validity or enforceability of any Transaction Document;

(ii)           any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Transaction Documents;

(iii)          any taking, exchange, release or non-perfection of any security interest, or any taking, release or amendment or waiver of or consent to departure from any Related Security or other agreement relating to all or any of the Obligations;

(iv)          any manner of application by any Parent Group Member or any subsidiary or affiliate thereof of any Collections to all or any of the Obligations, or any manner of collection from or disposition of any Receivable or Related Security or any interest therein;

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(v)any change, restructuring or termination of the corporate structure or existence of any Company or any Parent Group Member;

(vi)any failure of any Parent Group Member or any Company to obtain any authorization or approval from or other action by, or to notify or file with, any governmental authority or regulatory body required in connection with this Agreement, the Receivables Agreement or any Transaction Document;

(vii)any impossibility or impracticality of performance, illegality, force majeure, any act of any government, or any other circumstance which might constitute a defense available to, or a discharge of any Parent Group Member or any Company;

(viii)with respect to any Company, the release by NMC Funding, any Investor, any Administrative Agent or the Agent of the other Company from any or all of its obligations hereunder, the unenforceability of this Agreement as against such other Company or the release of any other guarantor in respect of its obligations; or

(ix)any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Parent Group Member or a guarantor.

This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment by any Parent Group Member under any Transaction Document is rescinded or must otherwise be returned by NMC Funding, any Investor, any Administrative Agent or the Agent, upon the insolvency, bankruptcy or reorganization of any Parent Group Member or otherwise, all as though such payment had not been made.  The obligations of each Company under this Agreement shall not be subject to reduction, termination or other impairment by reason of any set-off, recoupment, counterclaim or defense or for any other reason.  The obligations of each Company under this Agreement shall not be discharged except by performance as herein provided.

SECTION 3.  Waiver.  Each Company hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Agreement or any Transaction Document and any requirement that NMC Funding, any Investor, any Administrative Agent or the Agent protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against any Company or any Parent Group Member or any security interest.

SECTION 4.  Waiver of Subrogation and Contribution.  Each Company hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against any Parent Group Member that arise from the existence, payment, performance or enforcement of such Company’s obligations under this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of NMC Funding, any Investor, any Administrative Agent or the Agent against any Parent Group Member or any security interest that NMC Funding, any Investor, any Administrative Agent or the Agent hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Parent Group Member, directly or indirectly, in

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cash or other property or by set-off or in any other manner, payment or security in account of such claim, remedy or right.  If any amount shall be paid to any Company in violation of the preceding sentence at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable under this Agreement and (y) the payment in full of all “Aggregate Unpaids” (as defined in the TAA), following the “Termination Date” (as defined in the TAA), such amount shall be held in trust for the benefit of NMC Funding, each Investor, each Administrative Agent and the Agent and shall forthwith be paid to the Agent to be credited and applied to the Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in accordance with the terms of the TAA, the applicable Transaction Document and this Agreement, or to be held by the Agent as collateral security for any Obligations or other amounts payable under this Agreement thereafter arising.  Each Company acknowledges that it will receive direct and indirect benefits from the receivables purchase arrangements contemplated by the Transaction Documents and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.

SECTION 5.  Representations and Warranties.  Each Company hereby represents and warrants as follows:

(a)Such Company is, in the case of FMCH, a corporation duly incorporated and, in the case of FME KGaA, an entity duly organized, in each case 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, except where the failure to be so qualified would not have a Material Adverse Effect.

(b)The execution, delivery and performance by such Company of this Agreement (i) are within such Company’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene (A) such Company’s charter or by-laws or similar organizational documents or (B) any law, rule or regulation applicable to such Company, or any of its subsidiaries or properties, and (iv) do not contravene or require any consent, approval or notice under any provision of any indenture, loan agreement or credit agreement or any other agreement, lease or instrument to which such Company or any of its subsidiaries is a party or by which such Company or any of its subsidiaries or properties may be bound or affected, except for any such consents and approvals that have been obtained and notices that have been given.

(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 Company of this Agreement.

(d)This Agreement constitutes the legal, valid and binding obligation of such Company enforceable against such Company 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.

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(e)Except as set forth in Exhibit F to the Receivables Agreement, there is no pending or threatened action or proceeding against or affecting such Company or its properties before any court, governmental agency or arbitrator which would have a Material Adverse Effect.

(f)The consolidated balance sheet of FME KGaA and its subsidiaries as at December 31, 2011, and the related consolidated statements of income and of cash flow of FME KGaA and its subsidiaries for the fiscal year then ended, copies of which have been furnished to the Agent, fairly present the consolidated financial condition of FME KGaA and its subsidiaries as at such date and the results of the operations of FME KGaA and its subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since December 31, 2011, no event has occurred which would have a Material Adverse Effect.

(g)Each financial statement and financial book, record, or report or information (collectively, “Financial Documents”) or other document, book, record or report or information (collectively, “Other Documents”) furnished or to be furnished in writing at any time by such Company to NMC Funding, any Investor or the Agent, in connection with this Agreement is or will be (i) in the case of each such Financial Document, prepared in accordance with generally accepted accounting principles consistently applied, except as stated therein and subject in the case of any quarterly financial statement to year-end audit adjustments and to the abbreviation of any such financial statement and incompleteness of the footnotes contained therein, or (ii) in the case of such Other Documents, accurate in all material respects, in each case, as of its date or (except as otherwise disclosed to NMC Funding, the Investors or the Agent, as the case may be, at such time) as of the date so furnished, and no such Financial Document or Other Document, to the best of such Company’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.

(h)All of the issued and outstanding common stock of (such stock being more than 80% of all voting stock of) FMCH is and will continue to be owned directly or indirectly by FME KGaA.

(i)There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(j)No Termination Event or Potential Termination Event (each as defined in the TAA) has occurred and is continuing.

(k)The execution, delivery and performance by each Parent Group Member of each Transaction Document to which it is named as a party and the transactions contemplated thereby do not contravene any provision of any indenture, loan agreement, credit agreement, or other agreement, lease or instrument to which any Company is a party or by which such Company or its properties may be bound or affected.

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(l)Each representation and warranty from time to time made or deemed made by any Parent Group Member under or in connection with any Transaction Document with respect to such Company or any Parent Group Member shall be true and correct in all material respects.

SECTION 6.  Covenants.  (a)  Each Company covenants and agrees that, as long as any Aggregate Unpaids shall be outstanding under the TAA, it will, unless the Agent and each Administrative Agent shall otherwise consent in writing:

(i)Compliance with Laws, Etc.  Comply with the applicable laws, rules, regulations and orders with respect to it, its business and properties other than such provisions noncompliance with which would not have a Material Adverse Effect.

(ii)Preservation of Corporate Existence.  Preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would have a Material Adverse Effect.

(iii)Maintenance of Ownership.  FME KGaA will maintain ownership, 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), of 100% of the common stock of, and more than 80% of the outstanding voting stock of, FMCH and FMCH will maintain ownership, directly or indirectly, of all of the outstanding shares of stock of each Parent Group Member; provided that FME KGaA may own directly or indirectly stock that is not Voting Stock in subsidiaries of FMCH.

(iv)Reporting Requirements.  Furnish to the Agent and each Administrative Agent:

(A)As soon as available, but in the event within 95 days after the end of each fiscal year of such Company, audited consolidated balance sheets of such Company and its Subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, retained earnings, shareholders’ equity and cash flows for such fiscal year, in each case audited by KPMG Peat Marwick LLP, KPMG Deutsche Treuhand Gesellschaft or other firm of independent certified public accountants of nationally recognized standing reasonably acceptable to the Agent and each Administrative Agent, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification;

(B)As soon as available and in any event within 50 days after the end of each of the first three fiscal quarters of such Company, (1) in the case of FMCH, a company-prepared consolidated balance sheet of such Company and its

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Subsidiaries as of the end of such quarter and the related company-prepared consolidated statements of income and retained earnings for such quarterly period and cash flows for the fiscal year to date and (2) in the case of FME KGaA, company-prepared consolidated balance sheet of FME KGaA and its Subsidiaries as of the end of the quarter and the related company-prepared consolidated statements of income and retained earnings for such quarterly period setting forth in each case in comparative form the figures for the previous year for such period;

in each case setting forth in comparative form the consolidated (and consolidating, if applicable) 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.  All such financial statements shall be complete and correct in all material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments) and to be prepared in reasonable detail and, in the case of the annual and quarterly financial statements provided in accordance with subsections (a) and (b) above, in accordance with GAAP applied consistently throughout the periods reflected therein (except as approved by such accountants and disclosed therein);

(C)Promptly upon the furnishing thereof to the shareholders of such Company, copies of all financial statements, reports and proxy statements so furnished;

(D)Promptly upon the filing thereof, copies of all registration statements and annual , quarterly, monthly or other regular reports which such Company or any Subsidiary files with the Securities and Exchange Commission;

(E)Within five (5) Business Days after the date of any change in its public or private debt ratings, if any, a written certification of its public and private debt ratings after giving effect to such change; and

(F)such other information respecting the conditions or operations, financial or otherwise, of such Company or any of its subsidiaries as the Agent or any Administrative Agent may from time to time reasonably request.

(v)Financial Covenants.  Ensure that:

(A)Consolidated Leverage Ratio.  As of the end of each fiscal quarter, the Consolidated Leverage Ratio will not exceed:

Fiscal Quarters Ending	Maximum Consolidated Leverage Ratio
December 31, 2012 through September 29, 2013	3:50:1:00
September 30, 2013 through September 29, 2015	3:25:1:00
September 30, 2015 and thereafter	3:00:1:00

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(B)Consolidated Interest Coverage Ratio.  As of the end of each fiscal quarter, the Consolidated Interest Coverage Ratio will not be less than 3.00:1.00.

Subject to the immediately succeeding paragraph, for purposes of this Section 6(a)(v), the terms “Consolidated Leverage Ratio” and “Consolidated Interest Coverage Ratio” shall have the meanings specified in the FME KGaA Credit Facility (as defined in the TAA), as such terms may be amended, restated, supplemented, replaced or otherwise modified from time to time pursuant to the FME KGaA Credit Facility.

If either (1) the FME KGaA Credit Facility is no longer in existence or (2) any of the Bank Investors is not a party to the FME KGaA Credit Facility, the terms “Consolidated Leverage Ratio” and “Consolidated Interest Coverage Ratio” shall have the meanings specified in the FME KGaA Credit Facility as in effect immediately prior to its termination or immediately prior to the time at which any of the Bank Investors ceases to be a party to the FME KGaA Credit Facility, as applicable.  If both of the events described in subclauses (1) and (2) in the immediately preceding sentence occur, the terms “Consolidated Leverage Ratio” and “Consolidated Interest Coverage Ratio” shall have the meanings specified in the FME KGaA Credit Facility as in effect immediately prior to the earlier of such events to occur.  For the avoidance of doubt, if an event described in subclause (1) or (2) above occurs, any modification to the definitions of the terms “Consolidated Leverage Ratio” and “Consolidated Interest Coverage Ratio” thereafter shall require an amendment executed in accordance with the requirements of Section 7 of this Agreement.

(b)Each Company acknowledges that the Investors, the Administrative Agents and the Agent are entering into the transactions contemplated by the TAA in reliance upon the identity of NMC Funding as a separate legal entity from each Parent Group Member, the Companies and their other subsidiaries and affiliates (collectively, excluding NMC Funding, the “Parent Group”).  Each Company shall, and shall cause the Parent Group to, refrain from taking any action that would suggest to any creditor of any entity within the Parent Group that NMC Funding and such entity within the Parent Group are anything other than separate legal entities.  Neither Company shall hold out any entity within the Parent Group to third parties as liable for the debts of NMC Funding, and neither Company shall at any time represent to any Person that any entity within the Parent Group owns any interest in the Receivables or any of the other assets intended to have been acquired by NMC Funding under the Receivables Agreement.

SECTION 7.  Amendments, Etc.  No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Company herefrom, shall in any event be effective unless the same shall be in writing and signed by NMC Funding, the Agent, each Administrative Agent and each Company (or, in the case of waiver, by the party or parties waiving any such provision) and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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SECTION 8.  Addresses for Notices.  All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic or cable communication) and mailed, telecopied, telegraphed, cabled or delivered to it, if to (i) FME KGaA, at its address at Else-Kröner-Strasse 1, 61352 Bad Homburg v.d.H., Germany, Attention: Dr. Rainer Runte, (ii) FMCH, at its address at 920 Winter Street, Waltham, Massachussetts 02451, Attention: Mark Fawcett, (iii) NMC Funding, at its address at 920 Winter Street, Waltham, Massachusetts 02451 and (iv) if to the Agent, at its address specified in the TAA or, as to any party, at such other address as shall be designated by such party in a written notice to each other party.  All such notices and other communications shall, when mailed, telecopied, telegraphed or cabled, be effective when deposited in the mails, telecopied, delivered to the telegraph company or delivered to the cable company, respectively.

SECTION 9.  No Waiver, Remedies.  No failure on the part of NMC Funding, any Investor or the Agent 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.

SECTION 10.  Continuing Agreement; Assignments under Agreement.  This Agreement is a continuing agreement and shall (i) remain in full force an effect until the later of the Termination Date under the TAA and the date on which no Aggregate Unpaids thereunder shall be outstanding and no amount owed by NMC under the Receivables Agreement shall remain unpaid, (ii) be binding upon each Company and its successors and assigns and (iii) inure to the benefit of, and be enforceable by each of NMC Funding, each Investor and the Agent and their respective successors, transferees and assigns.  Without limiting the generality of the foregoing clause (iii), any Investor, any Administrative Agent or the Agent may assign any of its rights under this Agreement to any assignee, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Investor or the Agent, as applicable, herein or otherwise.

SECTION 11.  Joint and Several Liability.  The liabilities and obligations of the Companies under this Agreement shall be joint and several.

SECTION 12.  Taxes.  (a) Any and all payments by any of the Companies hereunder shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on net income and all income and franchise taxes of the United States and any political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholding and liabilities being hereinafter referred to as “Taxes”).  If any of the Companies shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 12) NMC Funding, any affected Investor and the Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Company shall make such deductions and (iii) such Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

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(b)In addition, each Company agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as “Other Taxes”).

(c)Each Company will indemnify NMC Funding, any affected Investor, any affected Administrative Agent and the Agent, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction or amounts payable under this Section 12) paid by NMC Funding, any affected Investor, any affected Administrative Agent and the Agent or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto.

SECTION 13.  Judgment.  (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in lawful money of the United States (“Dollars”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures that the Agent would purchase Dollars with such other currency in New York, New York on the Business Day preceding that on which final judgment is given.

(b)The obligation of each Company in respect of any sum due from it to NMC Funding, any Investor, any Administrative Agent or the Agent hereunder shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that on the Business Day following receipt by NMC Funding, such Investor, such Administrative Agent or the Agent, as applicable, of any sum adjudged to be so due in such other currency such Person may in accordance with normal banking procedures purchase Dollars with such other currency; if the Dollars so purchased are less than the sum originally due to such Person in Dollars, such Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Person against such loss, and if the Dollars so purchased exceed the sum originally due to such Person in Dollars, such Person agrees to remit to such Company such excess.

(c)To the extent that any Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect it or its property, such Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and, without limiting the generality of the foregoing, each Company agrees that the waivers set forth in this Agreement shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

SECTION 14.  Consent to Jurisdiction.  (a) Each Company hereby irrevocably submits to the jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement, and each Company hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or in such Federal court.  Each Company hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

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Each Company hereby irrevocably appoints Arent Fox LLP, located at 1675 Broadway, New York, New York 10019 (the “Process Agent”), as its agent to receive on behalf of such Company and its property service of copies of the summons and compliant and any other process which may be served in any such action or proceeding.  Such service may be made by mailing or delivering a copy of such process to each Company in care of the Process Agent at the Process Agent’s above address, and each Company hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf.  As an alternative method of service, each Company also irrevocably consents to the services of any and all process in any such action or proceeding by the mailing of copies of such process to such Company at its address specified in Section 8.  Each Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, to the extent permitted by law.

(b)Nothing in this Section 14 shall affect the right of NMC Funding, any Investor or the Agent, to serve legal process in any other manner permitted by law or affect the right of NMC Funding, any Investor or the Agent, to bring any action or proceeding against any Company or its property in the courts of other jurisdictions.

SECTION 15.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 16.  Covenant not to Institute Bankruptcy Proceedings.  Each Company agrees that, so long as any commercial paper notes or other indebtedness issued by a Conduit Investor shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such commercial paper shall have been outstanding, it will not institute against a Conduit Investor any proceeding seeking to adjudicate a Conduit Investor a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of a Conduit Investor 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 for any substantial part of its property.

SECTION 17.  Execution in 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.

SECTION 18.  Amendment and Restatement.  This Agreement amends and restates the Existing Parent Agreement in its entirety. This Agreement is not intended to constitute a novation of the Existing Parent Agreement.  Upon the effectiveness of this Agreement (the “Effective Date”), each reference to the Existing Parent Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement.

[Remainder of Page Intentionally Left Blank]

23

IN WITNESS WHEREOF, each Company has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

		FRESENIUS MEDICAL CARE AG & Co. KGaA
		represented by
		Fresenius Medical Care Management AG
		(General Partner)
		By:
		Name:		Michael Brosnan
		Title:		Member of the Management Board
				CEO
		By:
		Name:	Dr. Rainer Runte
		Title:	Member of the Management Board
		FRESENIUS MEDICAL CARE HOLDINGS, INC.
		By:
		Name:	Mark Fawcett
		Title:	Vice President & Treasurer
Accepted and Agreed as of
the date first above written:
NMC FUNDING CORPORATION
By:
	Name:
	Title:
THE BANK OF NOVA SCOTIA,
as Agent
By:
	Name:
	Title:

EXHIBIT Q

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

LIST OF TRANSFERRING AFFILIATES

ACUMEN PHYSICIAN SOLUTIONS, LLC (F/K/A HEALTH IT SERVICES GROUP, LLC)

APHERESIS CARE GROUP, INC.

BIO-MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.

BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.

BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.

BIO-MEDICAL APPLICATIONS OF AQUADILLA, 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 GUAYAMA, 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 LONG BEACH, INC.

Q-1

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 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.

BIO-MEDICAL APPLICATIONS OF WYOMING, LLC

BREVARD COUNTY DIALYSIS, LLC

CLAYTON COUNTY DIALYSIS, LLC

CLERMONT DIALYSIS CENTER, LLC

COLUMBUS AREA RENAL ALLIANCE, LLC

CONEJO VALLEY DIALYSIS, INC.

DIALYSIS AMERICA GEORGIA, LLC

Q-2

DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.

DIALYSIS ASSOCIATES, LLC

DIALYSIS CENTERS OF AMERICA - ILLINOIS, INC.

DIALYSIS MANAGEMENT CORPORATION

DIALYSIS SERVICES OF ATLANTA, INC.

DIALYSIS SERVICES OF CINCINNATI, INC.

DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC

DIALYSIS SERVICES, INC.

DIALYSIS SPECIALISTS OF MARIETTA, LTD.

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.

EVEREST HEALTHCARE RHODE ISLAND, INC.

EVEREST HEALTHCARE TEXAS HOLDING CORP.

EVEREST HEALTHCARE TEXAS, L.P.

FMS DELAWARE DIALYSIS, LLC

FMS PHILADELPHIA DIALYSIS, LLC

FONDREN DIALYSIS CLINIC, INC.

FORT SCOTT REGIONAL DIALYSIS CENTER, INC.

FOUR STATE REGIONAL DIALYSIS CENTER, INC.

FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC.

FRESENIUS HEALTH PARTNERS, INC.

FRESENIUS MANAGEMENT SERVICES, INC.

FRESENIUS MEDICAL CARE - SOUTH TEXAS KIDNEY, LLC

FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC

FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.

FRESENIUS MEDICAL CARE DIALYSIS SERVICES - OREGON, LLC

FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC

FRESENIUS MEDICAL CARE HARSTON HALL, LLC

FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC

FRESENIUS MEDICAL CARE HOLDINGS, INC.

FRESENIUS MEDICAL CARE OF ILLINOIS, LLC

FRESENIUS MEDICAL CARE OF MONTANA, LLC

FRESENIUS MEDICAL CARE OF NEBRASKA, LLC

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.

FRESENIUS MEDICAL CARE PSO, LLC

FRESENIUS MEDICAL CARE RX, LLC

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.

FRESENIUS MEDICAL CARE VENTURES, LLC

FRESENIUS MEDICAL CARE-OSUIM KIDNEY CENTERS, LLC

FRESENIUS USA MANUFACTURING, INC.

Q-3

FRESENIUS USA MARKETING, INC.

FRESENIUS USA, INC.

FRESENIUS VASCULAR CARE, 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.

HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.

INLAND NORTHWEST RENAL CARE GROUP, LLC

INTEGRATED RENAL CARE OF THE PACIFIC, LLC

JEFFERSON COUNTY DIALYSIS, INC.

KDCO, INC.

KENTUCKY RENAL CARE GROUP, LLC

LAWTON DIALYSIS, INC.

LITTLE ROCK DIALYSIS, INC.

MAUMEE DIALYSIS SERVICES, LLC

METRO DIALYSIS CENTER - NORMANDY, INC.

METRO DIALYSIS CENTER - NORTH, INC.

MIAMI REGIONAL DIALYSIS CENTER, INC.

MICHIGAN HOME DIALYSIS CENTER, INC.

NATIONAL MEDICAL CARE, INC.

NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF TEXAS, INC.

NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.

NEPHROMED LLC

NEW YORK DIALYSIS SERVICES, INC.

NMC SERVICES, 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 NEVADA, INC.

NNA OF OKLAHOMA, INC.

NNA OF OKLAHOMA, L.L.C.

NNA OF RHODE ISLAND, INC.

NNA OF TOLEDO, INC.

NNA—SAINT BARNABAS, L.L.C.

NNA—SAINT BARNABAS-LIVINGSTON, L.L.C.

NORCROSS DIALYSIS CENTER, LLC

NORTH BUCKNER DIALYSIS CENTER, INC.

Q-4

NORTHEAST ALABAMA KIDNEY CLINIC, INC.

NORTHERN NEW JERSEY DIALYSIS, L.L.C.

NRA-ADA, OKLAHOMA, LLC

NRA-AUGUSTA, GEORGIA, LLC

NRA-BAMBERG, SOUTH CAROLINA, LLC

NRA-BARBOURVILLE (HOME THERAPY CENTER), KENTUCKY, LLC

NRA-BAY CITY, L.P.

NRA-BAY CITY, TEXAS, LLC

NRA-CROSSVILLE, TENNESSEE, LLC

NRA-DICKSON, TENNESSEE, LLC

NRA-FARMINGTON, MISSOURI, LLC

NRA-FREDERICKTOWN, MISSOURI, LLC

NRA-GEORGETOWN, KENTUCKY, LLC

NRA-GRAY, GEORGIA, LLC

NRA-HOGANSVILLE, GEORGIA, LLC

NRA-HOLLY HILL, SOUTH CAROLINA, LLC

NRA-HOLLYWOOD, SOUTH CAROLINA, LLC

NRA-INPATIENT DIALYSIS, LLC

NRA-LAGRANGE, GEORGIA, LLC

NRA-LONDON, KENTUCKY, LLC

NRA-MACON, GEORGIA, LLC

NRA-MIDTOWN MACON, GEORGIA, LLC

NRA-MILLEDGEVILLE, GEORGIA, LLC

NRA-MONTICELLO, GEORGIA, LLC

NRA-MT. PLEASANT, SOUTH CAROLINA, LLC

NRA-NEW CASTLE, INDIANA, LLC

NRA-NEWNAN ACQUISITION, LLC

NRA-NORTH AUGUSTA, SOUTH CAROLINA, LLC

NRA-ORANGEBURG, SOUTH CAROLINA, LLC

NRA-PALMETTO, GEORGIA, LLC

NRA-PRINCETON, KENTUCKY, LLC

NRA-ROANOKE, ALABAMA, LLC

NRA-SOUTH CITY, MISSOURI, LLC

NRA-ST. LOUIS (HOME THERAPY CENTER), MISSOURI, LLC

NRA-ST. LOUIS, MISSOURI, LLC

NRA-TALLADEGA, ALABAMA, LLC

NRA-VALDOSTA (NORTH), GEORGIA, LLC

NRA-VALDOSTA, GEORGIA, LLC

NRA-VARNVILLE, SOUTH CAROLINA, LLC

NRA-WASHINGTON COUNTY, MISSOURI, LLC

NRA-WINCHESTER, INDIANA, LLC

PHYSICIANS DIALYSIS COMPANY, INC.

QUALICENTERS ALBANY, LTD.

QUALICENTERS BEND, LLC

QUALICENTERS COOS BAY, LTD.

QUALICENTERS EUGENE-SPRINGFIELD LTD.

Q-5

QUALICENTERS INLAND NORTHWEST LLC

QUALICENTERS PUEBLO, LLC

QUALICENTERS SALEM, LLC

QUALICENTERS SIOUX CITY LLC

QUALICENTERS, INC.

RAI CARE CENTERS OF ALABAMA, LLC

RAI CARE CENTERS OF FLORIDA I, LLC

RAI CARE CENTERS OF FLORIDA II, LLC

RAI CARE CENTERS OF GEORGIA I, LLC

RAI CARE CENTERS OF ILLINOIS I, LLC

RAI CARE CENTERS OF ILLINOIS II, LLC

RAI CARE CENTERS OF MARYLAND I, LLC

RAI CARE CENTERS OF MICHIGAN I, LLC

RAI CARE CENTERS OF MICHIGAN II, LLC

RAI CARE CENTERS OF NEBRASKA II, LLC

RAI CARE CENTERS OF NORTH CAROLINA II, LLC

RAI CARE CENTERS OF NORTHERN CALIFORNIA I, LLC

RAI CARE CENTERS OF NORTHERN CALIFORNIA II, LLC

RAI CARE CENTERS OF OAKLAND II, LLC

RAI CARE CENTERS OF SOUTH CAROLINA I, LLC

RAI CARE CENTERS OF SOUTHERN CALIFORNIA I, LLC

RAI CARE CENTERS OF SOUTHERN CALIFORNIA II, LLC

RAI CARE CENTERS OF TENNESSEE, LLC

RAI CARE CENTERS OF VIRGINIA II, LLC

RCG BLOOMINGTON, LLC

RCG EAST TEXAS, LLP

RCG INDIANA, L.L.C.

RCG IRVING, LLP

RCG MARTIN, LLC

RCG MEMPHIS EAST, LLC

RCG MEMPHIS, LLC

RCG MISSISSIPPI, INC.

RCG PENSACOLA, LLC

RCG ROBSTOWN, LLP

RCG UNIVERSITY DIVISION, INC.

RCG WEST HEALTH SUPPLY, L.C.

RENAL CARE GROUP ALASKA, INC.

RENAL CARE GROUP EAST, INC.

RENAL CARE GROUP MAPLEWOOD, LLC

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 ROCKIES, LLC

RENAL CARE GROUP OF THE SOUTH, INC.

RENAL CARE GROUP OF THE SOUTHEAST, INC.

Q-6

RENAL CARE GROUP OHIO, INC.

RENAL CARE GROUP SOUTH NEW MEXICO, LLC

RENAL CARE GROUP SOUTHWEST HOLDINGS, INC.

RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC

RENAL CARE GROUP SOUTHWEST, L.P.

RENAL CARE GROUP TERRE HAUTE, LLC

RENAL CARE GROUP TEXAS, INC.

RENAL CARE GROUP TOLEDO, LLC

RENAL CARE GROUP WESTLAKE, LLC

RENAL CARE GROUP, INC.

RENAL CARE GROUP-HARLINGEN, L.P.

RENALPARTNERS, INC.

RENEX CORP.

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 ORANGE, INC.

RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.

RENEX DIALYSIS CLINIC OF PITTSBURGH, 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.

ROSS DIALYSIS - ENGLEWOOD, LLC

S.A.K.D.C., INC.

SAINT LOUIS RENAL CARE, LLC

SAN DIEGO DIALYSIS SERVICES, INC.

SANTA BARBARA COMMUNITY DIALYSIS CENTER, INC.

SMYRNA DIALYSIS CENTER, LLC

SOLUTIONS HEALTHCARE MANAGEMENT GROUP, LLC

SPECTRA DIAGNOSTICS, LLC

SPECTRA EAST, INC.

SPECTRA LABORATORIES, INC.

SPECTRA MEDICAL DATA PROCESSING, LLC

SPECTRA RENAL RESEARCH, LLC

SSKG, INC.

ST. LOUIS REGIONAL DIALYSIS CENTER, INC.

STAT DIALYSIS CORPORATION

STONE MOUNTAIN DIALYSIS CENTER, LLC

STUTTGART DIALYSIS, LLC

TAPPAHANNOCK DIALYSIS CENTER, INC.

Q-7

TERRELL DIALYSIS CENTER, L.L.C.

THREE RIVERS DIALYSIS SERVICES, LLC

U.S. VASCULAR ACCESS HOLDINGS, LLC

WARRENTON DIALYSIS FACILITY, INC.

WEST END DIALYSIS CENTER, INC.

WEST PALM DIALYSIS, LLC

WHARTON DIALYSIS, INC.

WSKC DIALYSIS SERVICES, INC.

Q-8

EXHIBIT R

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF ACCOUNT AGENT AGREEMENT

[Attached]

R-1

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 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.

2

(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.  Acknowledgement 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

3

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.

(c)           Such Titleholder will not sell, assign (by of law or otherwise) or otherwise dispose of, or create 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 rime 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 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.

[Remainder of page intentionally left blank]

4

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

EXHIBIT S

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

LIST OF CLOSING DOCUMENTS

[Attached]

UPDATED

SIXTH AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT

Dated as of January 17, 2013

NMC FUNDING CORPORATION,

as Transferor

List of Closing Documents

Seller and Collection Agent:	National Medical Care, Inc. (“NMC”)
Purchaser and Transferor:	NMC Funding Corporation (“NMC Funding”)
Transferring Affiliates:	Existing Transferring Affiliates and New Transferring Affiliates
Existing Transferring Affiliates:	The entities specified on Schedule A hereto
New Transferring Affiliates:	The entities specified on Schedule B hereto
Outgoing Transferring Affiliates:	The entities specified on Schedule C hereto
Agent:	The Bank of Nova Scotia (“Scotia”)
Retiring Agent:	Portigon AG, New York Branch (“Portigon”)
Bank Investors and Administrative Agents (the “Banks”):	The Bank of Nova Scotia
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	Barclays Bank PLC
	Credit Agricole Corporate and Investment Bank, New York
	PNC Bank, National Association
	Royal Bank of Canada
Conduit Investors (the “Conduits”):	Atlantic Asset Securitization LLC
	Liberty Street Funding LLC
	Market Street Funding LLC
	Salisbury Receivables Company, LLC
	Thunder Bay Funding, LLC
	Victory Receivables Corporation
Counsel to National Medical Care, Inc. and NMC Funding Corporation:	Arent Fox LLP (“Arent Fox”)
Counsel to the Banks and the Conduits:	Sidley Austin LLP (“Sidley”)

(FRESENIUS)

S-1

No.	Documents
A.	Program Documents
1.	Sixth Amended and Restated Transfer and Administration Agreement
	SCHEDULE I		Notice Addresses of Bank Investors
	SCHEDULE II		Commitments of Bank Investors
	SCHEDULE III		Perfection Representations
	SCHEDULE IV		Special Accounts, Intermediate Concentration Accounts and Concentration Account
	EXHIBIT A	Form of Notice of Incremental Transfer (NI)
	EXHIBIT B	Form of L/C Issuance Notice
	EXHIBIT C	Form of L/C Modification Notice
	EXHIBIT D-1	Form of Special Account Letter
	EXHIBIT D-2	Form of Concentration Account Agreement
	EXHIBIT D-3	Form of Intermediate Concentration Account Agreement
	EXHIBIT E	Form of Investor Report
	EXHIBIT F	Form of Transfer Certificate
	EXHIBIT G	Form of Assignment and Assumption Agreement
	EXHIBIT H	List of Actions and Suits
	EXHIBIT I	Location of Records
	EXHIBIT J	Form of Business Associate Agreement
	EXHIBIT K	[RESERVED]
	EXHIBIT L	Forms of Secretary’s Certificate
	EXHIBIT M	[RESERVED]
	EXHIBIT N	[RESERVED]
	EXHIBIT O	Form of Transferring Affiliate Letter

S-2

No.	Documents
	EXHIBIT P	Forms of Receivables Purchase Agreement, Amendment to Transferring Affiliate Letter and Parent Agreement
	EXHIBIT Q	List of Transferring Affiliates
	EXHIBIT R	Form of Account Agent Agreement
	EXHIBIT S	List of Closing Documents
	EXHIBIT T	Form of Agreed Upon Procedures Report
2.	Second Amended and Restated Receivables Purchase Agreement
	EXHIBIT D	Form of Special Account Letter
	EXHIBIT E	Form of Subordinated Note
	EXHIBIT F	List of Actions and Suits
	EXHIBIT G	Location of Records
	EXHIBIT H	List of Seller’s Subsidiaries, Divisions and Tradenames
	EXHIBIT I	Form of Transferring Affiliate Letter
	EXHIBIT J	List of Transferring Affiliates, Chief Executive Offices of Transferring Affiliates and Tradenames
	EXHIBIT K	Form of Account Agent Agreement
3.	Amendment No. 4 to Amended and Restated Transferring Affiliate Letter
4.	Second Amended and Restated Parent Agreement
5.	Eighth Amended and Restated Investor Fee Letter
6.	Agent Fee Letter
7.	Agent Assignment Agreement
8.	Retiring Agent Payout Letter
9.	Transfer Certificate

S-3

No.	Documents
B.	Opinions and Certificates
10.	Opinion of Douglas G. Kott
11.	Opinion of Arent Fox LLP relating to corporate, UCC and other matters
12.	Opinion of Arent Fox LLP relating to true sale and non-consolidation
13.	Opinion of German counsel
14.	Certificate of the Secretary of the Transferor, certifying (a) the Certificate of Incorporation of the Transferor, (b) By-Laws of the Transferor, (c) resolutions of the Transferor’s Board of Directors approving the execution, delivery and performance by the Transferor of the transaction documents to which it is a party and (d) Good Standing Certificate for the Transferor from the Secretary of State of Delaware
15.	Certificate of the Secretary of the Collection Agent, certifying (a) the Certificate of Incorporation, (b) By-Laws of the Collection Agent, (c) resolutions of the Collection Agent’s Board of Directors approving the execution, delivery and performance by the Collection Agent of the transaction documents to which it is a party and (d) Good Standing Certificate for the Collection Agent from the Secretary of State of Delaware
16.	Certificate of the Secretary of each Existing Transferring Affiliate, certifying resolutions of its Board of Directors (or equivalent governing body) approving the execution, delivery and performance of the transaction documents to which it is a party
17.	Certificate of the Secretary of each New Transferring Affiliate, certifying (a) its Certificate of Incorporation, Certificate of Formation or equivalent document, (b) its by-laws, limited liability company agreement or equivalent document, if any and (c) resolutions of its Board of Directors (or equivalent governing body) approving the execution, delivery and performance of the transaction documents to which it is a party
18.	Good Standing Certificate for NMC, NMC Funding and each Transferring Affiliate from the relevant jurisdiction of organization
19.	Certificate of Officer of Collection Agent certifying (i) true and correct copies of the forms of Contracts, (ii) a true and correct copy of the Credit and Collection Policy, (iii) a true and correct copy of the Account Schedule and (iv) a true and correct copy of the FI/MAC Schedule

S-4

No.	Documents
C.	Lien Searches and Security Interest Documentation
20.	Tax lien and judgment searches for the Transferor and the Collection Agent
21.	UCC-3 termination statements for UCC-1 financing statements naming NRA-Farmington, Missouri, LLC, as debtor (DE #2009 1975520), and naming RAI Care Centers of Oakland II, LLC, as debtor (DE #2008 1413457)
22.	UCC lien searches for Transferor, Collection Agent and each Transferring Affiliate
23.	UCC-3 assignment naming WestLB AG, New York Branch, as assignor, and The Bank of Nova Scotia, as assignee, with respect to each existing UCC-1 financing statement, with respect to each financing statement naming NMC, NMC Funding and an Existing Transferring Affiliate as debtor
24.	UCC-1 financing statement for the NMC, NMC Funding, Acumen Physician Solutions, LLC and each New Transferring Affiliate, to be filed with the Secretary of State of the related State
25.	UCC-3 termination statements for UCC-1 financing statement naming Renal Solutions, Inc., as debtor (IN #200900009248923) and Sorb Technology, Inc., as debtor (MS #20090237867F).
D.	Account Documentation
26.	Assignment and Amendment Agreement to the Concentration Account Agreement with JP Morgan Chase Bank
27.	Assignment and Amendment Agreement to the Intermediate Concentration Account Agreement with Bank of America
28.	Assignment and Amendment Agreement to the Intermediate Concentration Account Agreement with Regions Bank (as successor to AmSouth Bank)
29.	Assignment and Amendment Agreement to the Intermediate Concentration Account Agreement with Wells Fargo Bank
30.	Assignment and Amendment Agreement to the Intermediate Concentration Account Agreement with Wells Fargo Bank (as successor to Wachovia Bank)
31.	Intermediate Concentration Account Agreement with Fifth Third Bank

S-5

No.	Documents
32.	Intermediate Concentration Account Agreement with First Tennessee Bank
33.	Intermediate Concentration Account Agreement with PNC Bank
34.	Special Account Letter for each Special Account
35.	Deposit Account Control Agreement with KeyBank

S-6

SCHEDULE A

List of Existing Transferring Affiliates

ACUMEN PHYSICIAN SOLUTIONS, LLC (F/K/A HEALTH IT SERVICES GROUP, LLC)

APHERESIS CARE GROUP, INC.

BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.

BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.

BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.

BIO-MEDICAL APPLICATIONS OF AQUADILLA, 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 GUAYAMA, 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 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.

(FRESENIUS)

S-7

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 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.

BIO-MEDICAL APPLICATIONS OF WYOMING, LLC

BREVARD COUNTY DIALYSIS, LLC

CLAYTON COUNTY DIALYSIS, LLC

CLERMONT DIALYSIS CENTER, LLC

COLUMBUS AREA RENAL ALLIANCE, LLC

CONEJO VALLEY DIALYSIS, INC.

DIALYSIS AMERICA GEORGIA, LLC

DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.

DIALYSIS ASSOCIATES, LLC

DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.

DIALYSIS MANAGEMENT CORPORATION

DIALYSIS SERVICES OF ATLANTA, INC.

DIALYSIS SERVICES OF CINCINNATI, INC.

DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC

DIALYSIS SERVICES, INC.

DIALYSIS SPECIALISTS OF MARIETTA, LTD.

DIALYSIS SPECIALISTS OF TOPEKA, INC.

S-8

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.

EVEREST HEALTHCARE RHODE ISLAND, INC.

EVEREST HEALTHCARE TEXAS HOLDING CORP.

EVEREST HEALTHCARE TEXAS, L.P.

FMS DELAWARE DIALYSIS, LLC

FMS PHILADELPHIA DIALYSIS, LLC

FONDREN DIALYSIS CLINIC, INC.

FORT SCOTT REGIONAL DIALYSIS CENTER, INC.

FOUR STATE REGIONAL DIALYSIS CENTER, INC.

FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC. (F/K/A RENAISSANCE

HEALTH CARE, INC.)

FRESENIUS HEALTH PARTNERS, INC.

FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC (F/K/A BIO

MEDICAL

APPLICATIONS OF COLORADO, INC.)

FRESENIUS MEDICAL CARE DIALYSIS SERVICES-OREGON, LLC

FRESENIUS MEDICAL CARE HEALTH PLAN, INC.

FRESENIUS MANAGEMENT SERVICES, INC.

FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC

FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.

FRESENIUS MEDICAL CARE HARSTON HALL, LLC

FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC

FRESENIUS MEDICAL CARE HOLDINGS, INC.

FRESENIUS MEDICAL CARE OF ILLINOIS, LLC

FRESENIUS MEDICAL CARE OF MONTANA, LLC

FRESENIUS MEDICAL CARE - OSUIM KIDNEY CENTERS, LLC

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.

FRESENIUS MEDICAL CARE PSO, LLC

FRESENIUS MEDICAL CARE RX, LLC

FRESENIUS MEDICAL CARE — SOUTH TEXAS KIDNEY, LLC

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.

FRESENIUS MEDICAL CARE VENTURES, LLC

FRESENIUS USA MANUFACTURING, INC.

FRESENIUS USA MARKETING, INC.

FRESENIUS USA, INC.

FRESENIUS VASCULAR CARE, INC. (F/K/A NATIONAL VASCULAR CARE, 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.

S-9

HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.

INLAND NORTHWEST RENAL CARE GROUP, LLC

INTEGRATED RENAL CARE OF THE PACIFIC, LLC

JEFFERSON COUNTY DIALYSIS, INC.

KDCO, INC.

KENTUCKY RENAL CARE GROUP, LLC

LAWTON DIALYSIS, INC.

LITTLE ROCK DIALYSIS, INC.

MAUMEE DIALYSIS SERVICES, LLC

METRO DIALYSIS CENTER - NORMANDY, INC.

METRO DIALYSIS CENTER - NORTH, INC.

MIAMI REGIONAL DIALYSIS CENTER, INC.

MICHIGAN HOME DIALYSIS CENTER, INC.

NATIONAL MEDICAL CARE, INC.

NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF TEXAS, INC.

NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.

NEPHROMED LLC

NEW YORK DIALYSIS SERVICES, INC.

NMC SERVICES, 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 NEVADA, INC.

NNA OF OKLAHOMA, INC.

NNA OF OKLAHOMA, L.L.C.

NNA OF RHODE ISLAND, INC.

NNA OF TOLEDO, INC.

NNA-SAINT BARNABAS-LIVINGSTON, L.L.C.

NNA-SAINT BARNABAS, L.L.C.

NORCROSS DIALYSIS CENTER, LLC

NORTH BUCKNER DIALYSIS CENTER, INC.

NORTHEAST ALABAMA KIDNEY CLINIC, INC.

NORTHERN NEW JERSEY DIALYSIS, L.L.C.

PHYSICIANS DIALYSIS COMPANY, INC.

QUALICENTERS ALBANY, LTD.

QUALICENTERS BEND, LLC

QUALICENTERS COOS BAY, LTD.

QUALICENTERS EUGENE-SPRINGFIELD LTD.

QUALICENTERS, INC.

QUALICENTERS INLAND NORTHWEST LLC

QUALICENTERS PUEBLO, LLC

QUALICENTERS SALEM, LLC

QUALICENTERS SIOUX CITY LLC

S-10

RCG BLOOMINGTON, LLC

RCG EAST TEXAS, LLP

RCG INDIANA, L.L.C.

RCG IRVING, LLP

RCG MARTIN, LLC

RCG MEMPHIS EAST, LLC

RCG MEMPHIS, LLC

RCG MISSISSIPPI, INC.

RCG PENSACOLA, LLC

RCG ROBSTOWN, LLP

RCG UNIVERSITY DIVISION, INC.

RCG WEST HEALTH SUPPLY, L.C.

RENAL CARE GROUP ALASKA, INC.

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 ROCKIES, 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 MICHIGAN, LLC

RENAL CARE GROUP SOUTHWEST, L.P.

RENAL CARE GROUP TERRE HAUTE, LLC

RENAL CARE GROUP TEXAS, INC.

RENAL CARE GROUP TOLEDO, LLC

RENAL CARE GROUP WESTLAKE, LLC

RENAL CARE GROUP, INC.

RENAL CARE GROUP-HARLINGEN, L.P.

RENALPARTNERS, INC.

RENEX CORP.

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 ORANGE, INC.

RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.

RENEX DIALYSIS CLINIC OF PITTSBURGH, 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.

S-11

RENEX DIALYSIS FACILITIES, INC.

ROSS DIALYSIS — ENGLEWOOD, LLC

S.A.K.D.C., INC.

SAINT LOUIS RENAL CARE, LLC

SAN DIEGO DIALYSIS SERVICES, INC.

SANTA BARBARA COMMUNITY DIALYSIS CENTER, INC.

SMYRNA DIALYSIS CENTER, LLC

SPECTRA DIAGNOSTICS, LLC

SPECTRA EAST, INC.

SPECTRA LABORATORIES, INC.

SPECTRA MEDICAL DATA PROCESSING, LLC

SPECTRA RENAL RESEARCH, LLC

SSKG, INC.

ST. LOUIS REGIONAL DIALYSIS CENTER, INC.

STAT DIALYSIS CORPORATION

STONE MOUNTAIN DIALYSIS CENTER, LLC

STUTTGART DIALYSIS, LLC

TAPPAHANNOCK DIALYSIS CENTER, INC

TERRELL DIALYSIS CENTER, L.L.C.

THREE RIVERS DIALYSIS SERVICES, LLC

U.S. VASCULAR ACCESS HOLDINGS, LLC

WARRENTON DIALYSIS FACILITY, INC.

WEST END DIALYSIS CENTER, INC.

WEST PALM DIALYSIS, LLC

WHARTON DIALYSIS, INC.

WSKC DIALYSIS SERVICES, INC.

S-12

SCHEDULE B

List of New Transferring Affiliates

FRESENIUS MEDICAL CARE OF NEBRASKA, LLC

NRA-ADA, OKLAHOMA, LLC

NRA-AUGUSTA, GEORGIA, LLC

NRA-BAMBERG, SOUTH CAROLINA, LLC

NRA-BARBOURVILLE (HOME THERAPY CENTER), KENTUCKY, LLC

NRA-BAY CITY, L.P.

NRA-BAY CITY, TEXAS, LLC

NRA-CROSSVILLE, TENNESSEE, LLC

NRA-DICKSON, TENNESSEE, LLC

NRA-FARMINGTON, MISSOURI, LLC

NRA-FREDERICKTOWN, MISSOURI, LLC

NRA-GEORGETOWN, KENTUCKY, LLC

NRA-GRAY, GEORGIA, LLC

NRA-HOGANSVILLE, GEORGIA, LLC

NRA-HOLLY HILL, SOUTH CAROLINA, LLC

NRA-HOLLYWOOD, SOUTH CAROLINA, LLC

NRA-INPATIENT DIALYSIS, LLC

NRA-LAGRANGE, GEORGIA, LLC

NRA-LONDON, KENTUCKY, LLC

NRA-MACON, GEORGIA, LLC

NRA-MIDTOWN MACON, GEORGIA, LLC

NRA-MILLEDGEVILLE, GEORGIA, LLC

NRA-MONTICELLO, GEORGIA, LLC

NRA-MT. PLEASANT, SOUTH CAROLINA, LLC

NRA-NEW CASTLE, INDIANA, LLC

NRA-NEWNAN ACQUISITION, LLC

NRA-NORTH AUGUSTA, SOUTH CAROLINA, LLC

NRA-ORANGEBURG, SOUTH CAROLINA, LLC

NRA-PALMETTO, GEORGIA, LLC

NRA-PRINCETON, KENTUCKY, LLC

NRA-ROANOKE, ALABAMA, LLC

NRA-SOUTH CITY, MISSOURI, LLC

NRA-ST. LOUIS (HOME THERAPY CENTER), MISSOURI, LLC

NRA-ST. LOUIS, MISSOURI, LLC

NRA-TALLADEGA, ALABAMA, LLC

NRA-VALDOSTA (NORTH), GEORGIA, LLC

NRA-VALDOSTA, GEORGIA, LLC

NRA-VARNVILLE, SOUTH CAROLINA, LLC

NRA-WASHINGTON COUNTY, MISSOURI, LLC

NRA-WINCHESTER, INDIANA, LLC

RAI CARE CENTERS OF ALABAMA, LLC

RAI CARE CENTERS OF FLORIDA I, LLC

RAI CARE CENTERS OF FLORIDA II, LLC

RAI CARE CENTERS OF GEORGIA I, LLC

(FRESENIUS)

S-13

RAI CARE CENTERS OF ILLINOIS I, LLC

RAI CARE CENTERS OF ILLINOIS II, LLC

RAI CARE CENTERS OF MARYLAND I, LLC

RAI CARE CENTERS OF MICHIGAN I, LLC

RAI CARE CENTERS OF MICHIGAN II, LLC

RAI CARE CENTERS OF NEBRASKA II, LLC

RAI CARE CENTERS OF NORTH CAROLINA II, LLC

RAI CARE CENTERS OF NORTHERN CALIFORNIA I, LLC

RAI CARE CENTERS OF NORTHERN CALIFORNIA II, LLC

RAI CARE CENTERS OF OAKLAND II, LLC

RAI CARE CENTERS OF SOUTH CAROLINA I, LLC

RAI CARE CENTERS OF SOUTHERN CALIFORNIA I, LLC

RAI CARE CENTERS OF SOUTHERN CALIFORNIA II, LLC

RAI CARE CENTERS OF TENNESSEE, LLC

RAI CARE CENTERS OF VIRGINIA II, LLC

RENAL CARE GROUP MAPLEWOOD, LLC

SOLUTIONS HEALTHCARE MANAGEMENT GROUP, LLC

S-14

SCHEDULE C

List of Outgoing Transferring Affiliates

RENAL SOLUTIONS, INC.

SORB TECHNOLOGY, INC.

S-15

EXHIBIT T

to

SIXTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

FORM OF AGREED UPON PROCEDURES REPORT

Procedures performed and findings are presented as follows. For purposes of reporting our findings, in those instances in which one or both the compared amounts were rounded to the same degree, we have nevertheless stated that we found the compared amounts to be in agreement.  Minor or insignificant differences, as determined by management of the company (“management), between source or testing data  and the Investor Report are not discussed herein and are noted as such in the body of the report, as indicated by the tickmark “P”.  All testing is performed on the monthly Investor Report for the period ending January 20    .

1A. For Renal Products Division (RPD) and Fresenius Medical Services (FMS), obtain the January 20     Monthly Investor Reports (IR) from management and compare gross receivables (line item 1), all components of the Net Receivables Balance calculation (line items 6-17), Self-Pay Receivables (line items 27-32), all components of the Monthly Activity calculation (line items 33-39; include a breakout of the amount of total sales that were attributable to void and rebills and to RPD credit memos) to the general ledger (GL) and aged trial balance (ATB),  Obtain and document management’s reconciliation of differences in the Agreed Upon Procedures Report (the “Report”).

1B.   For the January 20     Monthly Investor Report (IR), recalculate the individual components of the Dilution Ratio and the Default Ratio from data obtained from NMC’s internal systems and verify with ratios reported.

1C. For FMS, obtain from management a list of void & re-bills issued in January 20     select 60 and complete the following:

·Document management’s explanations for each void & re-bills.

·Obtain from management a list of each obligor, amount (include both the voided amount and the rebilled amount) and reason for the issuance of the void & re-bill.  Document management’s response in the Report in table format.

·Calculate and document in the Report the average dilution horizon for each void & re-bill selected above. The dilution horizon is defined as the period from the average of the original and ending claim dates to the void & re-bill date for those claims.

·Calculate the weighted average (by dollar amount) dilution horizon for the entire sample

T-1

1D. For RPD obtain from management a list of 20 credit memos issued in January 20     and complete the following:

·Obtain from management a list of each obligor, amount and reason for the issuance of the credit memo.  Document management’s response in the Report in table format.

·Document in which Monthly Activity line item the credit memos were reported.

·Calculate and document in the Report the weighted average dilution horizon for each credit memo selected above. The dilution horizon is defined as the period from original invoice date to the issuance of a credit memo against that invoice.  For credits issued for future purchases the dilution horizon is zero.  For cash rebates, where the A/R is not discounted and is paid in full, the dilution horizon is zero.

2A. Obtain from management the agings as represented in the January 20     Investor Reports and compare amounts to the Company’s ATB and to the GL (RPD and FMS).   For each of the divisions, illustrate in the Report the amount as shown in the aged trial balance, the GL and the selected IR.  Obtain and document management’s reconciliation of differences.

2B. For RPD and FMS inquire of management the definition of the receivable aging policy utilized (i.e. invoice date or due date).  Document management’s representation in the Report.

2C.  For FMS, select 60 claims from the January 31, 20     aging and determine if the claims were aged properly in accordance with the Company’s aging policy.  Note in the report any invoices/claims that may not be aged in accordance with the aging policy in Procedure 2B.

2D. For RPD, from the 20 invoices/claims selected in January 20     in Procedure 2F, determine if the invoices/claims were aged properly in January in accordance with the Company’s aging policy.  Note in the Report any invoices/claims that may not be aged in accordance with the aging policy in 2B.

2E. For FMS, for January 20    , select 60 claims from 8 predetermined commercial checks received into a lockbox account.  Additionally, from 3 predetermined Medicare payments received into a lockbox account, select a total of 60 claims. Trace all selected claims to the appropriate system to determine if the cash received was applied to the proper claim.

2F. For RPD, obtain from management 20 cash receipts for RPD from the January 20     monthly cash collections report to determine if cash was applied to the correct invoices/claims.

3A. For RPD and FMS, obtain from management a list of payment terms.  Document the list of payment terms received from management.

3B. For RPD and FMS, inquire of management as to whether the Company extends/alters maturity of receivables.  If so, under which circumstances?  Inquire as to how do the systems/reporting track these payment term extensions (i.e., is the due date extended in the system?).  Document management’s response.

T-2

4A. For RPD and FMS, compare the monthly write-off amounts as represented in the January 20     IR to the monthly activity in the January 20     roll-forward of the allowance for doubtful accounts.  Document management’s explanation for any differences greater than $100,000.

4B. For RPD and FMS, obtain from management a listing of the 20 largest RPD accounts that were written-off in January 20     and 60 written-off claims from FMS.  Request of management the reason for the write-off and note the response.

4C. For RPD and FMS, inquire of management and note the response of the following:

·What is the methodology for reserving expected bad debts?

·Has the Company reserved for any non-delinquent or non-defaulted accounts?

·Is there a separate account in which delinquent accounts are placed prior to eventual charge-off whereby the amounts are not reflected on the aging?

4D. For RPD and FMS, of the charge-offs listed in Procedure 4B, inquire of management as to if any of the accounts were converted to Notes Receivable and if so at what point in the aging where they converted.

5. For RPD and FMS, obtain a list of the primary obligors as listed in the IR as of January 20     and compare this information by tracing amounts to ATB.  Obtain and document management’s reconciliation of differences.

6A. For RPD and FMS, obtain from management a listing of the lockbox number and name of the depository banks in which collections are deposited. Compare the list of bank accounts to the Account Schedule, an updated schedule for the TAA.

6B. For RPD and FMS obtain from management an understanding of the collection process for payments not going directly through the accounts from 6A. Inquire as to whether any payments are received via ACH or wire transfer. If so, obtain from management a listing of bank accounts.

6C. For RPD and FMS, examine a January 20     bank statement to GL reconciliation for one depository account for each division, noting the timeliness of completion and amount of unreconciled differences.  Document the quantity of all reconciling items greater than $100,000.  Document management’s explanation for all reconciling items greater than $250,000.

6D. For RPD and FMS, obtain from management a schedule for January 20     summarizing collections within the bank statement from Procedure 6C by method of receipt, in a format similar to the one shown below.

SECTION 9.15. Method of Receipt ($000s)	ARTICLE X January 20	ARTICLE XI%
Obligor mailed/sent payment directly to a Special Lock-Box Account (via check, ACH, or Wire Transfer)	$
Obligor sent payment to Company’s office
Other (describe)
(a)       TOTAL COLLECTIONS DEPOSITED per Bank Statement(s)	$	100	%
(b)       Reconciling items

T-3

6E. For RPD and FMS, compare the accuracy of this schedule by tracing this information to the bank statements, accounting records, and the January 20     Investor Report.

6F. For RPD and FMS, inquire of management as to if more than 5% of the collections were not remitted by the obligors directly to one of the Special Accounts.  If yes, (i.e. > 5%) select a sample of 5 of these cash receipts and inquire as to whether these collections were deposited into the Concentration Account within 48 hours.

6G. For FMS, inquire of management as to when the last 15 payments (using January 31, 20     as the cut-off date) were received related to the government cost reporting process, the amount, and where the funds were initially deposited (i.e. was payment made to one of the depository accounts listed in the schedule to the TAA?).

7. KPMG will provide a no material weakness letter for FMCH for the period ending XXX.

See Appendix                          for the no material weakness letter.

8. Obtain from the Company the name of independent director and their contact information as well as the name of the independent director’s employer or, if retired, the name of their most recent employer.

9.  Inquire of management as to whether there have been any changes made to the Company’s credit and collection policy since  xx/xx/20     through the date of this report.  Document management’s response.

T-4

EX-2.39

Exhibit 2.39

UPDATED EXECUTION COPY

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

between

NATIONAL MEDICAL CARE, INC.

as Seller

and

NMC FUNDING CORPORATION

as Purchaser

Dated as of January 17, 2013

TABLE OF CONTENTS

		Page
Article I
DEFINITIONS
SECTION 1.1.	Certain Defined Terms	1
SECTION 1.2.	Other Terms	10
SECTION 1.3.	Computation of Time Periods	11
Article II
PURCHASE AND SETTLEMENTS
SECTION 2.1.	Purchases of Receivables; Agreement to Purchase	11
SECTION 2.2.	Payment for the Purchases	12
SECTION 2.3.	Purchase Price Credit Adjustments	14
SECTION 2.4.	Payments and Computations, Etc	14
SECTION 2.5.	Transfer of Records to Purchaser	14
SECTION 2.6.	Protection of Ownership Interest of the Purchaser	15
SECTION 2.7.	Additional Transferring Affiliates	16
SECTION 2.8.	Letters of Credit	16
Article III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1.	Representations and Warranties of the Seller	18
SECTION 3.2.	Reaffirmation of Representations and Warranties by the Seller	22
Article IV
CONDITIONS PRECEDENT
SECTION 4.1.	Conditions Precedent to Closing	22
SECTION 4.2.	Conditions Precedent to Purchases	22
Article V
COVENANTS
SECTION 5.1.	Affirmative Covenants of Seller	23
SECTION 5.2.	Negative Covenants of the Seller	28

i

Article VI
ADMINISTRATION AND COLLECTION
SECTION 6.1.	Collection of Receivables	31
SECTION 6.2.	Rights of Purchaser	31
SECTION 6.3.	Special Accounts	32
SECTION 6.4.	Responsibilities of the Seller	32
SECTION 6.5.	Reports	32
Article VII
SELLER DEFAULTS
SECTION 7.1.	Seller Defaults	33
SECTION 7.2.	Remedies	35
Article VIII
INDEMNIFICATION; EXPENSES
SECTION 8.1.	Indemnities by the Seller	35
SECTION 8.2.	Other Costs and Expenses	38
Article IX
MISCELLANEOUS
SECTION 9.1.	Term of Agreement	38
SECTION 9.2.	Waivers; Amendments	39
SECTION 9.3.	Notices	39
SECTION 9.4.	Governing Law; Submission to Jurisdiction; Integration	40
SECTION 9.5.	Severability; Counterparts	40
SECTION 9.6.	Successors and Assigns	40
SECTION 9.7.	Waiver of Confidentiality	41
SECTION 9.8.	Confidentiality Agreement	41
SECTION 9.9.	Bankruptcy Petitions	41
SECTION 9.10.	Purchase Termination	42
SECTION 9.11.	Subordination	42
SECTION 9.12.	Characterization of the Transactions Contemplated by the Agreement	42

ii

EXHIBITS

EXHIBIT A[RESERVED]

EXHIBIT B[RESERVED]

EXHIBIT C[RESERVED]

EXHIBIT DForm of Special Account Letter

EXHIBIT EForm of Subordinated Note

EXHIBIT FList of Actions and Suits

EXHIBIT GLocation of Records

EXHIBIT HList of Seller’s Subsidiaries, Divisions and Tradenames

EXHIBIT IForm of Transferring Affiliate Letter

EXHIBIT JList of Transferring Affiliates, Chief Executive Offices of Transferring Affiliates and Tradenames

EXHIBIT KForm of Account Agent Agreement

iii

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) dated as of January 17, 2013, 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 Amended and Restated Receivables Purchase Agreement dated as of October 16, 2008 (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.

“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 January 17, 2013.

“CMS” means the Centers for Medicare and Medicaid Services, formerly known as the Health Care Financing Administration, an agency of the HHS charged with administering and regulating, among other things, certain aspects of Medicaid and Medicare and any successor agency or agencies charged with such responsibilities.

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

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

2

“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.

“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).

“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 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.”

“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.

3

“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 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.

“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

4

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.

“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.

“L/C Issuer” has the meaning specified in the TAA.

“Letter of Credit” has the meaning specified in the TAA.

“Letter of Credit Application” has the meaning specified in the TAA.

“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 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 or such Designated Account Agent of any such provision or, if such Transferring Affiliate or such Designated Account Agent shall fail to do so, to perform or observe any such provision, in each case, pursuant to the Parent

5

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, CMS, 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, CMS, 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), (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:

6

(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 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, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles 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.

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“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 including, without limitation, any costs as may be associated with the procurement of Letters of Credit 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 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 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.

“Recharacterization” has the meaning specified in Section 9.12(a).

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

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“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 under the Transferring Affiliate Letter, together with all financing statements filed in connection therewith against the Transferring Affiliates; 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(b).

“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

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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.

“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 Standard & Poor’s Financial Services LLC business.

“Subordinated Note” has the meaning specified in Section 2.2(b) 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 Sixth 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 The Bank of Nova Scotia, 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

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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)  Pursuant to the Existing Receivables Purchase Agreement, the Purchaser purchased from the Seller all of the Seller’s right, title and interest in and to each and every Receivable existing as of the Original Closing Date and Receivables arising thereafter.  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 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 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.

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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 each Purchase of Receivables hereunder shall be payable in full by the Purchaser to the Seller by one or any combination of the following means:

(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 or in such other manner as may from time to time be agreed as between the Seller and the Purchaser or as may be deemed to have been effected in accordance with the terms hereof (the action of the Seller giving rise to any such issuance of equity being a “Capital Contribution”);

(ii)by the delivery of immediately available funds, to the extent of funds then available to the Purchaser or then being 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;

(iii)by the delivery of a Letter of Credit procured by and for the account of the Purchaser in accordance with Section 2.8, in form and substance satisfactory to the Seller, for the benefit of such beneficiary as shall have been designated by the Seller; and/or

(iv)by the application of the proceeds of a Revolving Loan.

The Purchase Price for each 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 the Purchase Price in respect of any Purchase shall exceed an amount equal to (i) the aggregate amount then being received by the Purchaser from any Transfers under the TAA plus (ii) the aggregate face amount of all Letters of Credit then being issued at the

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request of the Seller in connection with such Purchase, the Purchaser shall, with notice to the Seller, pay such shortfall (a “Purchase Price Shortfall”) 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 (x) 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 (y) the Purchaser’s net worth would be less than an amount (the “Minimum Net Worth”) that is at such time the greater of (A) $5,000,000 or (B) three percent (3.00%) of the sum of the aggregate Net Investment and the aggregate face amount of all Letters of Credit 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)If, in respect of any Purchase, there shall continue to be a Purchase Price Shortfall after applying the proceeds of any Revolving Loan extended on the date of such Purchase, then the Seller shall be deemed to have made a Capital Contribution having a value 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 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; 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.  The Purchaser will be responsible for payment of all fees and expenses in connection with the issuance of the Letters of Credit.  The Purchaser will be the sole account party on all Letters of Credit and the Seller will have no recourse liability to any L/C Issuer or any reimbursement obligations in respect of any Letter of Credit.

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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 or becomes a Diluted Government Program Receivable, 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 (determined without giving effect to any write-off with respect thereto).  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

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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.

(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.

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(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 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 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

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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.

SECTION 2.8.  Letters of Credit. (a)  Upon the request of the Seller, and on the terms and conditions for issuing Letters of Credit under the TAA (including any limitations therein on the amount of any such issuance), the Purchaser agrees to request one or more L/C Issuers to issue, on any date of Purchase specified by the Seller, Letters of Credit in favor of the beneficiaries specified by the Seller.  The aggregate face amount of the Letters of Credit being issued on the date of any Purchase on behalf of the Seller shall constitute a credit against the aggregate Purchase Price payable by the Purchaser to the Seller on the date of such Purchase pursuant to Section 2.1.  To the extent that the aggregate face amount of the Letters of Credit being issued on any Settlement Date exceeds the aggregate Purchase Price payable by the Purchaser to the Seller on such Settlement Date, such excess shall be deemed to be a (i) reduction in the outstanding principal balance of (and, to the extent necessary, the accrued but unpaid interest on) the Subordinated Note payable to the Seller and/or (ii) a reduction in the Purchase Price payable on the date of any Purchase immediately following the date any such Letter of Credit is issued.  In the event that any such Letter of Credit issued pursuant to this Section 2.8 (i) expires or is cancelled or otherwise terminated with all or any portion of its face amount undrawn, (ii) has its face amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the Purchaser’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, then an amount equal to such undrawn amount, such decrease or such reduction, as the case may be, shall either be paid by the Purchaser in cash to the Seller on the next Settlement Date or, if the Purchaser does not then have cash available therefor, shall be deemed to be (x) first, added to the outstanding principal balance of the Subordinated Note issued to the Seller to the extent that such addition would not cause the Purchaser’s net worth to be less than the Minimum Net Worth, and (y) second¸ a Capital Contribution to the capital of the Purchaser.  Under no circumstances shall the Seller (or any Affiliate thereof (other than the Purchaser)) have any reimbursement or recourse obligations in respect of any Letter of Credit.

(b)In the event that the Seller requests one or more Letters of Credit hereunder, the Seller shall on a timely basis provide the Purchaser with such information as is necessary for the Purchaser to obtain such Letters of Credit from one or more L/C Issuers, and shall otherwise comply with any requests for information made by the Purchaser or the applicable L/C Issuers to facilitate the issuance of such Letters of Credit.

(c)The Seller acknowledges the limitations on liability of each L/C Issuer contained in the TAA, including, without limitation, under Section 2.22 thereof.

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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,

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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 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,

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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 the date of each Investor Report issued under the TAA, such Investor Report set forth true, accurate and complete information as to the matters described therein.

(n)Credit and Collection Policy.  Since September 30, 2012, 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 30, 2012, 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 at such Special Account Banks and of the Intermediate Concentration Account Banks, are specified in the Account Schedule (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)).  The Account Schedule sets forth all depositary accounts and locations to which Obligors are instructed to remit payments on the Receivables.  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.

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(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, 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 (A) in cash, (B) by procuring a Letter of Credit for and at the direction of such Transferring Affiliate, (C) by way of a credit to such Transferring Affiliate in the appropriate intercompany account or (D) by any combination of the foregoing, 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.

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(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 are true and correct in all material respects and the Seller hereby remakes all such representations and warranties for the benefit of the Purchaser.

(z)Leased Equipment.  With respect to any dialysis or other medical equipment that has been leased by any Person to the Seller in respect of which such lessor has filed a UCC financing statement against the Seller (“Subject Leased Equipment”), (i) the arrangement relating to such Subject Leased Equipment is intended in good faith by such lessor and the Seller to be an “operating lease” and not a secured financing; (ii) the property covered by each such UCC financing statement is limited to the applicable Subject Leased Equipment and its proceeds; (iii) less than five percent (5.0%) of the Subject Leased Equipment is retained by the Seller, with the balance of the Subject Leased Equipment being used by Transferring Affiliates (and other affiliates that are not Transferring Affiliates) under unsecured intercompany usage or subleasing arrangements between the Seller and such Transferring Affiliates (or such other affiliates); and (iv) neither the Seller nor any lessor of Subject Leased Equipment has filed any UCC financing statement or similar instrument against any Transferring Affiliate in respect of any Subject Leased Equipment.

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.

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.

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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

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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 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.  On an annual basis, at least 30 days prior to the Commitment Termination Date, a complete copy of the Credit and Collection Policy then in effect, together with a summary of any material changes from the most recent Credit and Collection Policy delivered to the Administrative Agents pursuant to Section 4.1(o) or Section 5.1(a) of the TAA.

(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

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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 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

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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

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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 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 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 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

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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, 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.  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 the Transferring Affiliate Letter.  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 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.

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 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.

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(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 the Account Schedule 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 the Account Schedule 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

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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.

(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 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,

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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.

(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

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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 the exercise by the Purchaser of its rights hereunder and under the Transferring Affiliate Letter 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 and the aggregate amount of any amounts drawn under any Letters of Credit, in each case 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

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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.

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

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$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 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, 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, 2011 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

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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, any of the other Transaction Documents, any Investor Report or any other information or report delivered by any Parent Group

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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 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;

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(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 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;

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(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; or

(xix)without duplication of any amounts paid by the Seller pursuant to Section 2.3, any cancellation or voiding of a Receivable, any Contractual Adjustment, or any other event or circumstance which gives arise to a “Deemed Collection” under the TAA or a “Purchase Price Credit” under this Agreement.

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.

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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 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

39

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 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

40

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.

41

(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 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.  (a) 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 under this Agreement should be deemed a financing and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing a “Recharacterization”), 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 now or hereafter arising that are sold to the Purchaser pursuant to this Agreement, together with the Related Assets with respect thereto, and that this Agreement shall constitute a security agreement under applicable law.

(b)In the case of any Recharacterization, each of the Seller and the Purchaser represents and warrants that each remittance of Collections by the Seller to the Purchaser hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Purchaser and (ii) made in the ordinary course of business or financial affairs of the Seller and the Purchaser.  In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and under the Receivables arising after the Termination Date, together with the Related Assets with respect thereto.  The

42

security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement).  The Seller hereby assigns to the Purchaser all of its rights and remedies under the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables and the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter).

SECTION 9.13.  Perfection Representations. The Perfection Representations shall be a part of the Agreement for all purposes.  The Seller hereby makes the representations and warranties set forth in the Perfection Representations as of the date of each sale of Receivables hereunder.  The Perfection Representations shall survive termination of this Agreement.

[Remainder of page intentionally left blank]

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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 & Treasurer
NATIONAL MEDICAL CARE, INC.,
	as Seller
By:	/s/ Mark Fawcett
	Name:	Mark Fawcett
	Title:	Vice President & Treasurer

Signature Page to Second Amended and Restated Receivables Purchase Agreement

44

EXHIBIT A

[RESERVED]

A-1

EXHIBIT B

[RESERVED]

B-1

EXHIBIT C

[RESERVED]

C-1

EXHIBIT D

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

FORM OF SPECIAL ACCOUNT LETTER

D-1

EXHIBIT D

FORM OF SPECIAL ACCOUNT BANK LETTER

[for accounts with manual transfer]

[DATE]

[Name and Address of

Special Account Bank]

[Name of Originating Entity]

Ladies and Gentlemen:

Reference is made to our depository 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].

In the event that you are directed by the Originating Entity to make any changes to the payment instructions specified in this letter, you are hereby instructed to notify Scotiabank in writing of such change at its address at The Bank of Nova Scotia, as Agent, One Liberty Plaza, 26th Floor, New York, NY 10006, Attention: Asset-Backed Finance, Mid-Office Administration:

William Sun
Tel: (212) 225-5331
Fax: (212) 225-5274
Email: william.sun@scotiabank.com Judy Bookal
Tel: (212) 225-5462
Fax: (212)225-5274
Email: judy.bookal@scotiabank.com

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 Funding Corporation and 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:

2

FORM OF SPECIAL ACCOUNT BANK LETTER

[for zero balance accounts]

[DATE]  

[Name and Address of

Special Account Bank]

[Name of Originating Entity]

Ladies and Gentlemen:

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

This letter confirms that, as of the date hereof, the Account is a zero balance account (“ZBA”) established in accordance with your standard policies and procedures pursuant to which you are instructed to effect a transfer (the “Transfer”) at the end of each banking day of the available balance on deposit in the Account solely to the following account by ZBA transfer (internal book entry):

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

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

If so directed by the Originating Entity, the Transfer may be accomplished by ACH, wire or other means of transfer.  In such event, the Originating Entity will complete any implementation forms required by you to effect any standing transfer instructions in accordance with your standard policies and procedures then in effect.

In the event that you are directed by the Originating Entity to make any changes to the payment instructions specified in this letter, you are hereby instructed to notify Scotiabank in writing of such change at its address at The Bank of Nova Scotia, as Agent, One Liberty Plaza, 26th Floor, New York, NY 10006, Attention: Asset-Backed Finance, Mid-Office Administration:

William Sun Tel: (212) 225-5331 Fax: (212) 225-5274 Email: william.sun@scotiabank.com Judy Bookal Tel: (212) 225-5462 Fax: (212)225-5274 Email: judy.bookal@scotiabank.com

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 Funding Corporation and 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:

2

EXHIBIT E

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

FORM OF SUBORDINATED NOTE

COPY

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, NA., 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 re-set 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

1

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 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

2

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.

3

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

4

EXHIBIT F

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LIST OF ACTIONS AND SUITS

The “Legal Proceedings” section of the most recent annual report on Form 20-F or report on Form 6-K for the quarter, as applicable, and such other Form 6-Ks referencing therein any actions, suits or proceedings, each as filed by Fresenius Medical Care AG & Co. KGaA (“FME KGaA” or the “Company”) with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 is hereby incorporated by reference as if fully set forth herein.

Such filings can be found on the SEC website at the following link: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001333141&owner=exclude&count=40

The following are excerpts from the reports on Form 6-K of FME KGaA filed with the Securities and Exchange Commission on October 31, 2012 for the period ending September 30, 2012, as amended, and on December 13, 2012 (in thousands, except share and per share data):

Legal Proceedings

The Company is routinely involved in numerous claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary course of its business of providing healthcare services and products. Legal matters that the Company currently deems to be material are described below. For the matters described below in which the Company believes a loss is both reasonably possible and estimable, an estimate of the loss or range of loss exposure is provided. For the other matters described below, the Company believes that the loss probability is remote and/or the loss or range of possible losses cannot be reasonably estimated at this time. The outcome of litigation and other legal matters is always difficult to predict accurately and outcomes that are not consistent with the Company’s view of the merits can occur. The Company believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that the resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on its business, results of operations and financial condition.

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 [Fresenius Medical Care Holdings, Inc.], 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.

F-1

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. In January and February 2011, the U.S. Bankruptcy Court entered orders confirming the plan of reorganization and the confirmation orders were affirmed by the U.S. District Court on January 31, 2012. Multiple parties have appealed to the Third Circuit Court of Appeals and the plan of reorganization will not be implemented until the appeals are finally resolved.

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 final confirmation of a plan of reorganization that satisfies the conditions of the Company’s payment obligation, this litigation will be dismissed with prejudice.

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 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 against FMCH for alleged infringement of Baxter’s patents. In general, the asserted 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, the court entered judgment on a jury verdict in favor of FMCH finding all asserted claims of Baxter patents 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 trial 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 touchscreen-equipped 2008K machine effective January 1, 2009. The Company appealed the court’s rulings to the

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United States Court of Appeals for the Federal Circuit (“Federal Circuit”). In October 2008, the Company completed design modifications to the 2008K machine that eliminate any incremental hemodialysis machine royalty payment exposure under the District Court order. On September 10, 2009, the Federal Circuit reversed the district court’s decision and determined that the asserted claims in two of the three patents at issue are invalid. As to the third patent, the Federal Circuit affirmed the district court’s decision; however, the Court also vacated the injunction and award of damages. These issues were remanded to the District Court for reconsideration in light of the invalidity ruling on most of the claims. As a result, FMCH is no longer required to fund the court-approved escrow account set up to hold the royalty payments ordered by the district court. Funds of $70,000 were contributed to the escrow fund. Upon remand, the district court reduced the post verdict damages award to $10,000 and $61,000 of the escrowed funds was returned to FMCH. In the parallel reexamination of the last surviving patent, the U.S. Patent and Trademark Office and the Board of Patent Appeals and Interferences ruled that the remaining Baxter patent is invalid. On May 17, 2012 the Federal Circuit affirmed the U.S Patent and Trademark Office’s ruling and invalidated the final remaining Baxter patent. Baxter’s request to the Federal Circuit for a rehearing has been denied.

On August 27, 2012, Baxter filed suit in the U.S. District Court for the Northern District of Illinois, styled Baxter International Inc., et al., v. Fresenius Medical Care Holdings, Inc., Case No. 12-cv-06890, alleging that the Company’s LibertyTM cycler infringes certain U.S. patents that were issued to Baxter between October 2010 and June 2012. The Company believes it has valid defenses to these claims, and will defend this litigation vigorously.

Other Litigation and Potential Exposures

Renal Care Group, Inc. (“RCG”), which the Company acquired in 2006, is named as a nominal defendant in a complaint originally filed September 13, 2006 in the Chancery Court for the State of Tennessee Twentieth Judicial District at Nashville styled Indiana State District Council of Laborers and Hod Carriers Pension Fund v. Gary Brukardt et al. Following the trial court’s dismissal of the complaint, plaintiff’s appeal in part, and reversal in part by the appellate court, the cause of action purports to be a class action on behalf of former shareholders of RCG and seeks monetary damages only against the individual former directors of RCG. The individual defendants, however, may have had claims for indemnification and reimbursement of expenses against the Company. Subject to the approval of the Nashville Chancery Court, the plaintiff has agreed to dismiss the Complaint with prejudice against the plaintiff and all other class members in exchange for a payment that is not material to the Company.

On July 17, 2007, resulting from an investigation begun in 2005, the United States Attorney filed a civil complaint in the United States District Court for the Eastern District of Missouri (St. Louis) against Renal Care Group, Inc., its subsidiary RCG Supply Company, and FMCH in its capacity as RCG’s current corporate parent. 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 FMCH’s acquisition of RCG in 2006. 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. On August 11, 2009, the Missouri District Court granted RCG’s motion to transfer venue to the United States District Court for the Middle District of Tennessee (Nashville). On March 22, 2010, the Tennessee District Court entered judgment against defendants for approximately $23,000 in damages and interest under the unjust enrichment count of the complaint but denied all relief under the six False Claims Act counts of the complaint. On June 17, 2011, the District Court entered summary judgment against RCG for $82,643 on one of the False Claims Act counts of the complaint. On June 23, 2011, the Company appealed to the United States Court of Appeals for the Sixth Circuit.

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On October 5, 2012, the Sixth Circuit Court of Appeals substantially reversed the District Court, vacated the District Court judgment and damages award, and entered judgment for the FMCH defendants on the principal False Claims Act counts of the complaint. The Court of Appeals remanded the case to the District Court for further proceedings and trial only on the unjust enrichment and ‘steering’ counts of the complaint. The Company will contest those counts if they are pursued.

On February 15, 2011, a qui tam relator’s complaint under the False Claims Act against FMCH was unsealed by order of the United States District Court for the District of Massachusetts and served by the relator. The United States has not intervened in the case United States ex rel. Chris Drennen v. Fresenius Medical Care Holdings, Inc., 2009 Civ. 10179 (D. Mass.). The relator’s complaint, which was first filed under seal in February 2009, alleges that the Company seeks and receives reimbursement from government payors for serum ferritin and hepatitis B laboratory tests that are medically unnecessary or not properly ordered by a physician. FMCH has filed a motion to dismiss the complaint. On March 6, 2011, the United States Attorney for the District of Massachusetts issued a Civil Investigative Demand seeking the production of documents related to the same laboratory tests that are the subject of the relator’s complaint. FMCH has cooperated fully in responding to the additional Civil Investigative Demand, and will vigorously contest the relator’s complaint.

On June 29, 2011, FMCH received a subpoena from the United States Attorney for the Eastern District of New York (“E.D.N.Y.”). On December 6, 2011, a single Company facility in New York received a subpoena from the OIG that was substantially similar to the one issued by the U.S. Attorney for the E.D.N.Y. These subpoenas are part of a criminal and civil investigation into relationships between retail pharmacies and outpatient dialysis facilities in the State of New York and into the reimbursement under government payor programs in New York for medications provided to patients with ESRD. Among the issues encompassed by the investigation is whether retail pharmacies may have provided or received compensation from the New York Medicaid program for pharmaceutical products that should be provided by the dialysis facilities in exchange for the New York Medicaid payment to the dialysis facilities. The Company has cooperated in the investigation.

Civil investigative demands were issued under the supervision of the United States Attorneys for Rhode Island and Connecticut to American Access Care LLC (AAC) and certain affiliated entities prior to the Company’s acquisition of AAC in October 2011. In March 2012, a third subpoena was issued under the supervision of the United States Attorney for the Southern District of Florida (Miami). The subpoenas cover a wide range of documents and activities of AAC, but appear to focus on coding and billing practices and procedures. The Company has assumed responsibility for responding to the subpoenas and is cooperating fully with the United States Attorneys.

On December 7, 2012, FMCNA [FMCH and subsidiaries] received a subpoena from the United States Attorney for the District of Massachusetts requesting production of a range of documents relating to products manufactured by FMCNA. FMCNA intends to cooperate fully in this matter.

On December 12, 2012, a group of plaintiffs’ counsel filed a petition to form a federal multidistrict litigation in the United States District Court for the District of Massachusetts and thereby consolidate wrongful death lawsuits against the company’s North American subsidiary Fresenius Medical Care Holdings, Inc. and subsidiaries (FMCNA). The complaints to be consolidated allege generally that inadequate labeling and warnings for FMCNA’s dialysate concentrate products NaturaLyte® and GranuFlo® caused harm to patients. The company believes that these lawsuits are without merit, and intends to defend them vigorously.

The Company has received communications alleging certain conduct in certain countries outside the U.S. and Germany that may violate the U.S. Foreign Corrupt Practices Act (“FCPA”) or other anti-

F-4

bribery laws. In response to the allegations, the Audit and Corporate Governance Committee of the Company’s Supervisory Board is conducting an internal review with the assistance of independent counsel retained for such purpose. The Company voluntarily advised the U.S. Securities and Exchange Commission and the U.S. Department of Justice that allegations have been made and of the Company’s internal review. The Company has also directed its independent counsel, in conjunction with the Company’s Compliance Department, to review the Company’s internal controls related to compliance with international anti-bribery laws and identify any potential enhancements to such controls. The Company is fully committed to FCPA compliance. It cannot predict the outcome of its review.

The Company filed claims for refunds contesting the Internal Revenue Service’s (“IRS”) disallowance of FMCH’s civil settlement payment deductions taken by FMCH in prior year tax returns. As a result of a settlement agreement with the IRS, the Company received a partial refund in September 2008 of $37,000, inclusive of interest and preserved our right to pursue claims in the United States Courts for refunds of all other disallowed deductions, which totaled approximately $126,000. On December 22, 2008, the Company filed a complaint for complete refund in the United States District Court for the District of Massachusetts, styled as Fresenius Medical Care Holdings, Inc. v. United States. On August 15, 2012, a jury entered a verdict for FMCH granting additional deductions of $95,000. The District Court is now considering the terms of the judgment to be entered against the United States to reflect the amount of the tax refund due to FMCH.

As a result of changes in the IV Iron market, the Company plans to renegotiate its 2008 license, distribution, manufacturing and supply agreement with Luitpold Pharmaceuticals, Inc. and American Regent, Inc. for Iron products sold under the Venofer brand. Such renegotiation may result in a charge of up to $65,000, after tax.

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 healthcare 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 laws of the United States, including the federal Anti-Kickback Statute, the federal False Claims Act, the federal Stark Law, 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 “qui tam” or “whistle blower” actions. In May 2009, the scope of the False Claims Act was expanded and additional protections for whistle blowers and procedural provisions to aid whistle blowers’ ability to proceed in a False Claims Act case were added. By virtue of this regulatory environment, 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 and other parts of the world. In such a decentralized system, it is often difficult to maintain the desired level of oversight and control

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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 or other agents deliberately, recklessly or inadvertently contravene the Company’s policies or violate applicable law. The actions of such persons may subject the Company and its subsidiaries to liability under the Anti-Kickback Statute, the Stark Law, the False Claims Act and the Foreign Corrupt Practices Act, among other laws and comparable laws of other countries.

Physicians, hospitals and other participants in the healthcare 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 in the Grace Chapter 11 Proceedings, all other matters included in the special charge have been resolved. While the Company believes that its remaining accrual 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.

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EXHIBIT G

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LOCATION OF RECORDS

G-1

LEGAL NAME	BILLING GROUP NAME	BILLING GROUP ADDRESS 1	BILLING GROUP ADDRESS 2	BILLING GROUP CITY	BILLING GROUP STATE	BILLING GROUP ZIP
Acumen Physician Solutions, LLC		920 Winter Street		Waltham	MA	02451
Apheresis Care Group, Inc.	WEST DIVISION ACUTE BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Bio-Medical Applications Management Company, Inc.	CORPORATE	920 Winter Street		Waltham	MA	02451
Bio-Medical Applications of Alabama, Inc.	MOBILE BILLING GROUP	6321 PICCADILLY SQUARE DR		MOBILE	AL	36609
Bio-Medical Applications of Amarillo, Inc.	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Bio-Medical Applications of Anacostia, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Aquadilla, 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	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Arkansas, Inc.	TAMPA BILLING GROUP	BMA TAMPA INC.	5625 WEST WATERS AVENUE, SUITE A	TAMPA	FL	33634
Bio-Medical Applications of Bayamon, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Blue Springs, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of Caguas, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of California, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Camarillo, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Capitol Hill, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Carolina, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Carson, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Clinton, Inc.	FAYETTEVILLE BILLING GROUP	235 N MCPHERSON CHURCH RD		FAYETTEVILLE	NC	28303
Bio-Medical Applications of Columbia Heights, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Connecticut, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of Delaware, Inc.	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Bio-Medical Applications of Dover, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of Eureka, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Fayetteville, Inc.	FAYETTEVILLE BILLING GROUP	235 N MCPHERSON CHURCH RD		FAYETTEVILLE	NC	28303
Bio-Medical Applications of Florida, Inc.	ORLANDO BILLING GROUP	1155 W STATE ROAD 434	BMA ORLANDO, INC.	LONGWOOD	FL	32750
Bio-Medical Applications of Fremont, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of Fresno, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Georgia, Inc.	KNOXVILLE BILLING GROUP	1512 COLEMAN RD	BILLING GROUP	KNOXVILLE	TN	37909
Bio-Medical Applications of Guayama, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Humacao, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Illinois, Inc.	ORLANDO BILLING GROUP	1155 W STATE ROAD 434	BMA ORLANDO, INC.	LONGWOOD	FL	32750
Bio-Medical Applications of Indiana, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Bio-Medical Applications of Kansas, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of Kentucky, Inc.	KENTUCKY BILLING GROUP	6100 DUTCHMANS LN		LOUISVILLE	KY	40205
Bio-Medical Applications of Long Beach, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Los Gatos, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of Louisiana, LLC	OCALA BILLING GROUP	1308 SE 25TH LOOP	BMA OCALA, INC	OCALA	FL	34471
Bio-Medical Applications of Maine, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of Manchester, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of Maryland, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Massachusetts, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of Mayaguez, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Michigan, Inc.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Bio-Medical Applications of Minnesota, Inc.	UPPER MIDWEST BILLING GROUP	9120 SPRINGBROOK DR NW		COON RAPIDS	MN	55433
Bio-Medical Applications of Mission Hills, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Mississippi, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Bio-Medical Applications of Missouri, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of Nevada, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of New Hampshire, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Bio-Medical Applications of New Jersey, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Bio-Medical Applications of New Mexico, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Bio-Medical Applications of North Carolina, Inc.	FAYETTEVILLE BILLING GROUP	235 N MCPHERSON CHURCH RD		FAYETTEVILLE	NC	28303
Bio-Medical Applications of Northeast D.C., Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Oakland, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210

Bio-Medical Applications of Ohio, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Bio-Medical Applications of Oklahoma, Inc.	SAN ANTONIO BILLING GROUP	6100 BANDERA RD		SAN ANTONIO	TX	78238
Bio-Medical Applications of Pennsylvania, Inc.	STEEL CITY BILLING GROUP	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Ponce, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Puerto Rico, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of Rhode Island, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT STREET		NEW BEDFORD	MA	02740
Bio-Medical Applications of Rio Piedras, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of San Antonio, Inc.	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Bio-Medical Applications of San German, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of San Juan, Inc.	PUERTO RICO BILLING GROUP	461 CALLE FRANCIA	ANTILLAS WAREHOUSE	SAN JUAN	PR	00917
Bio-Medical Applications of South Carolina, Inc.	FAYETTEVILLE BILLING GROUP	235 N MCPHERSON CHURCH RD		FAYETTEVILLE	NC	28303
Bio-Medical Applications of Southeast Washington, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Tennessee, Inc.	KNOXVILLE BILLING GROUP	1512 COLEMAN RD	BILLING GROUP	KNOXVILLE	TN	37909
Bio-Medical Applications of Texas, Inc.	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Bio-Medical Applications of the District of Columbia, Inc.	MARYLAND/VIRGINIA BG	190 BILMAR DR	BMA PITTSBURGH	PITTSBURGH	PA	15205
Bio-Medical Applications of Ukiah, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Bio-Medical Applications of Virginia, Inc.	ROANOKE BILLING GROUP	2830 KEAGY RD		SALEM	VA	24153
Bio-Medical Applications of West Virginia, Inc.	ROANOKE BILLING GROUP	2830 KEAGY RD		SALEM	VA	24153
Bio-Medical Applications of Wisconsin, Inc.	UPPER MIDWEST BILLING GROUP	9120 SPRINGBROOK DR NW		COON RAPIDS	MN	55433
Bio-Medical Applications of Woonsocket, Inc.		920 Winter Street		Waltham	MA	02451
Bio-Medical Applications of Wyoming, LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Brevard County Dialysis, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Clayton County Dialysis, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Clermont Dialysis Center, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Columbus Area Renal Alliance, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Conejo Valley Dialysis, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Dialysis America Georgia, LLC	KNOXVILLE BILLING GROUP	1512 COLEMAN RD	BILLING GROUP	KNOXVILLE	TN	37909
Dialysis Associates of Northern New Jersey, L.L.C.	ALLENTOWN BILLING GROUP	861 MARCON BLVD.	SUITE 2	ALLENTOWN	PA	18109
Dialysis Associates, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Dialysis Centers of America - Illinois, Inc.	KENTUCKY BILLING GROUP	6100 DUTCHMANS LN		LOUISVILLE	KY	40205
Dialysis Management Corporation	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Dialysis Services of Atlanta, Inc.	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Dialysis Services of Cincinnati, Inc.	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Dialysis Services of Southeast Alaska, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Dialysis Services, Inc.		920 Winter Street		Waltham	MA	02451
Dialysis Specialists of Marietta, Ltd.	KENTUCKY BILLING GROUP	6100 DUTCHMANS LN		LOUISVILLE	KY	40205
Dialysis Specialists of Topeka, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Dialysis Specialists of Tulsa, Inc.	SAN ANTONIO BILLING GROUP	6100 BANDERA RD		SAN ANTONIO	TX	78238
Douglas County Dialysis, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Doylestown Acute Renal Services, L.L.C.		920 Winter Street		Waltham	MA	02451
Du Page Dialysis, Ltd.	CHICAGO BILLING GROUP	ONE WESTBROOK DRIVE	TOWER 1, SUITE 1000	WESTCHESTER	IL	60154
Everest Healthcare Holdings, Inc.		920 Winter Street		Waltham	MA	02451
Everest Healthcare Indiana, Inc.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Everest Healthcare Ohio, Inc.	KNOXVILLE BILLING GROUP	1512 COLEMAN RD	BILLING GROUP	KNOXVILLE	TN	37909
Everest Healthcare Rhode Island, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
Everest Healthcare Texas Holding Corp.		920 Winter Street		Waltham	MA	02451
Everest Healthcare Texas, L.P.	SAN ANTONIO BILLING GROUP	6100 BANDERA ROAD	SUITE 601	SAN ANTONIO	TX	78238
FMS Delaware Dialysis, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
FMS Philadelphia Dialysis, LLC	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Fondren Dialysis Clinic, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Fort Scott Regional Dialysis Center, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Four State Regional Dialysis Center, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Fresenius Health Partners Care Systems, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Health Partners, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Management Services, Inc.		920 Winter Street		Waltham	MA	02451

Fresenius Medical Care - South Texas Kidney, LLC	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Fresenius Medical Care Apheresis Services, LLC		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Comprehensive CKD Services, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Dialysis Services - Oregon, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Fresenius Medical Care Dialysis Services Colorado LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Fresenius Medical Care Harston Hall, LLC	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Fresenius Medical Care Healthcare Recruitment, LLC		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Holdings, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care of Illinois, LLC	CHICAGO BILLING GROUP	ONE WESTBROOK DRIVE	TOWER 1, SUITE 1000	WESTCHESTER	IL	60154
Fresenius Medical Care of Montana, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Fresenius Medical Care of Nebraska, LLC	WEST DIVISION ACUTE BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Fresenius Medical Care Pharmacy Services, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care PSO, LLC		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Rx, LLC		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Ventures Holding Company, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care Ventures, LLC		920 Winter Street		Waltham	MA	02451
Fresenius Medical Care-OSUIM Kidney Centers, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Fresenius USA Manufacturing, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius USA Marketing, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius USA, Inc.		920 Winter Street		Waltham	MA	02451
Fresenius Vascular Care, Inc.		920 Winter Street		Waltham	MA	02451
Gulf Region Mobile Dialysis, Inc.	WEST DIVISION ACUTE BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Haemo-Stat, Inc.	WEST DIVISION ACUTE BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Henry Dialysis Center, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Holton Dialysis Clinic, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Home Dialysis of America, Inc.		920 Winter Street		Waltham	MA	02451
Home Dialysis of Muhlenberg County, Inc.	KENTUCKY BILLING GROUP	6100 DUTCHMANS LN		LOUISVILLE	KY	40205
Homestead Artificial Kidney Center, Inc.	TAMPA BILLING GROUP	5625 W WATERS AVE	BMA TAMPA INC.	TAMPA	FL	33634
Inland Northwest Renal Care Group, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Integrated Renal Care of the Pacific, LLC	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Jefferson County Dialysis, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
KDCO, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Kentucky Renal Care Group, LLC	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Lawton Dialysis, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Little Rock Dialysis, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Maumee Dialysis Services, LLC	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Metro Dialysis Center - Normandy, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Metro Dialysis Center - North, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Miami Regional Dialysis Center, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Michigan Home Dialysis Center, Inc.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
National Medical Care, Inc.	TAMPA BILLING GROUP	5625 W WATERS AVE	BMA TAMPA INC.	TAMPA	FL	33634
National Nephrology Associates Management Company of Texas, Inc.		920 Winter Street		Waltham	MA	02451
National Nephrology Associates of Texas, L.P.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Nephromed LLC		920 Winter Street		Waltham	MA	02451
New York Dialysis Services, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
NMC Services, Inc.		920 Winter Street		Waltham	MA	02451
NNA Management Company of Kentucky, Inc.		920 Winter Street		Waltham	MA	02451
NNA Management Company of Louisiana, Inc.		920 Winter Street		Waltham	MA	02451
NNA of Alabama, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
NNA of East Orange, L.L.C.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
NNA of Florida, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
NNA of Georgia, Inc.	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
NNA of Harrison, L.L.C.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
NNA of Louisiana, LLC	OCALA BILLING GROUP	1308 SE 25TH LOOP	BMA OCALA, INC	OCALA	FL	34471
NNA of Nevada, Inc.		920 Winter Street		Waltham	MA	02451

NNA of Oklahoma, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
NNA of Oklahoma, L.L.C.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
NNA of Rhode Island, Inc.	NEW BEDFORD BILLING GROUP	700 PLEASANT ST		NEW BEDFORD	MA	02740
NNA of Toledo, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
NNA—Saint Barnabas, L.L.C.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
NNA—Saint Barnabas-Livingston, L.L.C.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Norcross Dialysis Center, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
North Buckner Dialysis Center, Inc.		920 Winter Street		Waltham	MA	02451
Northeast Alabama Kidney Clinic, Inc.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Northern New Jersey Dialysis, L.L.C.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
NRA-Ada, Oklahoma, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Augusta, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Bamberg, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Barbourville (Home Therapy Center), Kentucky, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Bay City, L.P.	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Bay City, Texas, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Crossville, Tennessee, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Dickson, Tennessee, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Farmington, Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Fredericktown, Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Georgetown, Kentucky, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Gray, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Hogansville, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Holly Hill, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Hollywood, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Inpatient Dialysis, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-LaGrange, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-London, Kentucky, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Macon, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Midtown Macon, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Milledgeville, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Monticello, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Mt. Pleasant, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-New Castle, Indiana, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Newnan Acquisition, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-North Augusta, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Orangeburg, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Palmetto, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Princeton, Kentucky, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Roanoke, Alabama, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-South City, Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-St. Louis (Home Therapy Center), Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-St. Louis, Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Talladega, Alabama, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Valdosta (North), Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Valdosta, Georgia, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Varnville, South Carolina, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Washington County, Missouri, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
NRA-Winchester, Indiana, LLC	RAI BILLING GROUP	1551 W MCEWEN DR		FRANKLIN	TN	37067
Physicians Dialysis Company, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
QualiCenters Albany, Ltd.	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
QualiCenters Bend, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
QualiCenters Coos Bay, Ltd.	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
QualiCenters Eugene-Springfield Ltd.	MESA NORTH BILLING GROUP	1751 S MESA DR		MESA	AZ	85210
QualiCenters Inland Northwest LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210

QualiCenters Pueblo, LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
QualiCenters Salem, LLC	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
QualiCenters Sioux City LLC	SAN ANTONIO BILLING GROUP	6100 BANDERA RD		SAN ANTONIO	TX	78238
QualiCenters, Inc.		920 Winter Street		Waltham	MA	02451
RAI Care Centers of Alabama, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Florida I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Florida II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Georgia I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Illinois I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Illinois II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Maryland I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Michigan I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Michigan II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Nebraska II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of North Carolina II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Northern California I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Northern California II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Oakland II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of South Carolina I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Southern California I, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Southern California II, LLC	RAI BILLING GROUP	1550 W MCEWEN DR		FRANKLIN	TN	37067
RAI Care Centers of Tennessee, LLC	RAI BILLING GROUP	1551 W MCEWEN DR		FRANKLIN	TN	37068
RAI Care Centers of Virginia II, LLC	RAI BILLING GROUP	1552 W MCEWEN DR		FRANKLIN	TN	37069
RCG Bloomington, LLC	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
RCG East Texas, LLP	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
RCG Indiana, L.L.C.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
RCG Irving, LLP	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
RCG Martin, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
RCG Memphis East, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
RCG Memphis, LLC		920 Winter Street		Waltham	MA	02451
RCG Mississippi, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
RCG Pensacola, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
RCG Robstown, LLP	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
RCG University Division, Inc.	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
RCG West Health Supply, L.C.		920 Winter Street		Waltham	MA	02451
Renal Care Group Alaska, Inc.	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Renal Care Group East, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Renal Care Group Maplewood, LLC	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renal Care Group Michigan, Inc.		920 Winter Street		Waltham	MA	02451
Renal Care Group Northwest, Inc.	MESA NORTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Renal Care Group of the Midwest, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renal Care Group of the Ozarks, LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Renal Care Group of the Rockies, LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Renal Care Group of the South, Inc.	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Renal Care Group of the Southeast, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renal Care Group Ohio, Inc.	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Renal Care Group South New Mexico, LLC	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Renal Care Group Southwest Holdings, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renal Care Group Southwest Michigan, LLC	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Renal Care Group Southwest, L.P.	TYLER BILLING	3910 BROOKSIDE DRIVE	SUITE 100	TYLER	TX	75701
Renal Care Group Terre Haute, LLC	INDIANAPOLIS BILLING	1320 CITY CENTER DR		CARMEL	IN	46032
Renal Care Group Texas, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Renal Care Group Toledo, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Renal Care Group Westlake, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
Renal Care Group, Inc.		920 Winter Street		Waltham	MA	02451

Renal Care Group-Harlingen, L.P.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
RenalPartners, Inc.		920 Winter Street		Waltham	MA	02451
Renex Corp.		920 Winter Street		Waltham	MA	02451
Renex Dialysis Clinic of Bloomfield, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renex Dialysis Clinic of Bridgeton, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of Creve Coeur, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of Doylestown, Inc.	PEACHTREE BILLING GROUP	2015 VAUGHN RD NW	STE 300	KENNESAW	GA	30144
Renex Dialysis Clinic of Maplewood, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of Orange, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renex Dialysis Clinic of Philadelphia, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renex Dialysis Clinic of Pittsburgh, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renex Dialysis Clinic of South Georgia, Inc.	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Renex Dialysis Clinic of St. Louis, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of Tampa, Inc.		920 Winter Street		Waltham	MA	02451
Renex Dialysis Clinic of Union, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of University City, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Renex Dialysis Clinic of Woodbury, Inc.	CLEVELAND BILLING	25050 COUNTRY CLUB BLVD		NORTH OLMSTED	OH	44070
Renex Dialysis Facilities, Inc.	OCALA BILLING GROUP	1308 SE 25TH LOOP	BMA OCALA, INC	OCALA	FL	34471
Ross Dialysis - Englewood, LLC	CHICAGO BILLING GROUP	ONE WESTBROOK DRIVE	TOWER 1, SUITE 1000	WESTCHESTER	IL	60154
S.A.K.D.C., Inc.	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Saint Louis Renal Care, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
San Diego Dialysis Services, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Santa Barbara Community Dialysis Center, Inc.	MESA SOUTH BILLING GROUP	1750 S MESA DR		MESA	AZ	85210
Smyrna Dialysis Center, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Solutions Healthcare Management Group, LLC	SOLUTIONS	920 Winter Street		Waltham	MA	02451
Spectra Diagnostics, LLC		920 Winter Street		Waltham	MA	02451
Spectra East, Inc.		920 Winter Street		Waltham	MA	02451
Spectra Laboratories, Inc.		920 Winter Street		Waltham	MA	02451
Spectra Medical Data Processing, LLC		920 Winter Street		Waltham	MA	02451
Spectra Renal Research, LLC		920 Winter Street		Waltham	MA	02451
SSKG, Inc.	CHICAGO BILLING GROUP	ONE WESTBROOK DRIVE	TOWER 1, SUITE 1000	WESTCHESTER	IL	60154
St. Louis Regional Dialysis Center, Inc.	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
STAT Dialysis Corporation	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
Stone Mountain Dialysis Center, LLC	MACON BILLING GROUP	1515 BASS RD		MACON	GA	31210
Stuttgart Dialysis, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Tappahannock Dialysis Center, Inc.	ROANOKE BILLING GROUP	2830 KEAGY RD		SALEM	VA	24153
Terrell Dialysis Center, L.L.C.	DALLAS BILLING GROUP	1485 RICHARDSON DR		RICHARDSON	TX	75080
Three Rivers Dialysis Services, LLC	UNIONTOWN BILLING GROUP	1485 CORPORATE WOODS PKWY		UNIONTOWN	OH	44685
U.S. Vascular Access Holdings, LLC		920 Winter Street		Waltham	MA	02451
Warrenton Dialysis Facility, Inc.	ROANOKE BILLING GROUP	2830 KEAGY RD		SALEM	VA	24153
West End Dialysis Center, Inc.	ROANOKE BILLING GROUP	2830 KEAGY RD		SALEM	VA	24153
West Palm Dialysis, LLC	LAKESIDE BILLING GROUP	3850 N CAUSEWAY BLVD		METAIRIE	LA	70002
Wharton Dialysis, Inc.	TYLER BILLING	1101 E. SE LOOP 323	SUITE 190 - WOODGATE IV	TYLER	TX	75701
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

Wholly owned:

Bio-Medical Applications Management Company, Inc.

Bio-Medical Applications of Illinois, Inc.

Dialysis America Alabama, LLC

Fresenius Medical Care Chicagoland, LLC

Fresenius Medical Care Dialysis Services - Oregon, LLC

Fresenius Medical Care of Illinois, LLC

Fresenius Medical Care Ventures Holding Company, Inc.

Haemo-Stat, Inc.

Home Intensive Care, Inc.

Neomedica, Inc.

NMC A, LLC

NMC Funding Corporation

NMC Services, Inc.

QCI Holdings, Inc.

Quality Care Dialysis Center of Vega Baja, Inc.

Renal Research Institute, LLC

Spectra Renal Research, LLC

U.S. Vascular Access Holdings, LLC

Partially owned (other member is another wholly owned entity):

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%)

Tradenames:

Seller:	Fresenius Medical Care North America
Subsidiaries:	Fresenius Vascular Care
	US Vascular

H-1

EXHIBIT I

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

FORM OF TRANSFERRING AFFILIATE LETTER

I-1

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

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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

3

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 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

4

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 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

5

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

6

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.

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

7

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

8

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.

[Remainder of page intentionally left blank]

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Very truly yours,
	ANGLETON DIALYSIS, INC.
	ARIZONA RENAL INVESTMENTS, LLC
	BIO-MEDICAL APPLICATIONS HOME DIALYSIS SERVICES, INC.
	BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.
	BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.
	BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.
	BIO-MEDICAL APPLICATIONS OF AQUADILLA, 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 EAST ORANGE, INC
	BIO-MEDICAL APPLICATIONS OF ESSEX, 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 HILLSIDE, INC.
	BIO-MEDICAL APPLICATIONS OF HOBOKEN, INC.

10

BIO-MEDICAL APPLICATIONS OF HUMACAO, INC.

BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC.

BIO-MEDICAL APPLICATIONS OF INDIANA, INC.

BIO-MEDICAL APPLICATIONS OF IRVINGTON, INC.

BIO-MEDICAL APPLICATIONS OF JERSEY CITY, 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 PINE BROOK, INC.

BIO-MEDICAL APPLICATIONS OF PONCE, INC.

BIO-MEDICAL APPLICATIONS OF PUERTO RICO, INC.

BIO-MEDICAL APPLICATIONS OF RHODE ISLAND, INC.

11

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 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, INC.

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.

12

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.

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.

13

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.

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

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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.

RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.

15

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:

16

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:

17

EXECUTION COPY

AMENDMENT NO. 1

Dated as of November 17, 2009

to

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

THIS AMENDMENT NO. 1 (this “Amendment”) dated as of November 17, 2009 is entered into by and among (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation (the “Seller”) and (ii) the entities listed on the signature pages hereof under the heading “New  Transferring Affiliates” (collectively, the “New Transferring Affiliates”) and (iii) the other entities listed on the signature pages hereof under the heading “Existing Transferring Affiliates” (collectively, the “Existing Transferring Affiliates” and, together with the New Transferring Affiliates, the “Transferring Affiliates”).

PRELIMINARY STATEMENT

A.The Seller and the Existing Transferring Affiliates are parties to that certain Amended and Restated Transferring Affiliate Letter dated as of October 16, 2008 (as amended or otherwise modified prior to the date hereof, the “Transferring Affiliate Letter”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Transferring Affiliate Letter or in the RPA referred to therein.

B.The parties hereto desire to add the New Transferring Affiliates as Transferring Affiliates under the Transferring Affiliate Letter and to amend the Transferring Affiliate Letter 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.

(a)Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the New Transferring Affiliates are hereby added as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each New Transferring Affiliate shall have all of the rights and obligations of a Transferring Affiliate under the Transferring Affiliate Letter.  Accordingly, on the effective date of this Amendment, each New Transferring Affiliate shall sell to the Seller, and the Seller will forthwith purchase from such New Transferring Affiliate, all of the Receivables with respect to such New Transferring Affiliate and all Related Security with respect thereto. All Receivables with respect to such New Transferring Affiliate arising after the effective date of this Amendment and all Related Security with respect thereto shall be sold to the Seller pursuant to the terms of the Transferring Affiliate Letter in the same manner as if such New Transferring Affiliate had been an original party thereto.

(b)Fresenius USA Sales, Inc. and RenalNet Arizona, Inc. are hereby terminated as Transferring Affiliates as of the effective date of this Amendment.  Each of Fresenius USA Sales, Inc. and RenalNet Arizona, Inc. have no further right or obligation to transfer any of its Receivables hereunder and shall cease to be a “Transferring Affiliate” hereunder except with respect to Receivables that arose prior to such termination.

(c)Section 1 of the Transferring Affiliate Letter is amended and restated in its entirety to read as follows:

1.(a)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 Intercompany Purchase Price (as defined below) 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.  As used herein, the term “Intercompany Purchase Price” shall mean a purchase price as may be agreed from time by each Transferring Affiliate and the Seller and which would provide the Seller 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 Seller of financing its investment in such Receivables during such period and (ii) the risk of nonpayment by the Obligors. Each Transferring Affiliate and the Seller may agree from time to time to change the Intercompany Purchase Price based on changes in the items described in clauses (i) and (ii) of the previous sentence, provided that any change to the Intercompany Purchase Price shall apply only prospectively and shall not affect the purchase price of Receivables sold prior to the date on which the Transferring Affiliate and the Seller agree to make such change.

(b)If on any day the Purchaser becomes entitled to a Purchase Price Credit pursuant to Section 2.3(a) of the Agreement, the Seller shall become entitled to a credit against the Intercompany Purchase Price in the same amount as such Purchase Price Credit, which will be owed to the Seller by the Transferring Affiliate that originated the Receivable giving rise to the Purchase Price Credit. If any credit to which the Seller becomes so entitled on any date exceeds the aggregate Intercompany Purchase Price of the Receivables sold hereunder by such Transferring Affiliate on such date, then such Transferring Affiliate shall pay the remaining amount of such credit to the Seller in cash on the next succeeding Business Day; provided that, if the Termination Date has not occurred, such Transferring Affiliate shall be allowed to deduct the remaining amount of

2

such credit from any indebtedness owed to it by the Seller with respect to other purchases of Receivables hereunder.

(c)It is the intention of the parties hereto that each purchase of Receivables under this Transferring Affiliate Letter shall constitute a sale of such Receivables, together with the Related Assets with respect thereto, from the applicable Transferring Affiliate to the Seller, conveying good title thereto free and clear of any Adverse Claims, and that such Receivables and Related Assets not be part of the applicable Transferring Affiliate’s estate in the event of an insolvency.  If, notwithstanding the foregoing, the transactions contemplated under this Transferring Affiliate Letter should be deemed a financing, each Transferring Affiliate and the Seller intend that each Transferring Affiliate shall be deemed to have granted to the Seller a first priority perfected and continuing security interest in all of such Transferring Affiliate’s right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Seller pursuant to this Transferring Affiliate Letter, together with the Related Assets with respect thereto.  In addition, to further protect the interests of the Seller and its assigns, each Transferring Affiliate hereby grants to the Seller (for the benefit of itself and the other Indemnified Parties (as defined in Section 17)) a first priority perfected and continuing security interest in all of such Transferring Affiliate’s right, title and interest in, to and under all Receivables arising after the Termination Date, together with the Related Assets with respect thereto.  The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Transferring Affiliates hereunder and under the other Transaction documents (including, without limitation, all indemnification obligations of the Transferring Affiliates under Section 17 of this Transferring Affiliate Letter).

(d)The Transferring Affiliate Letter is further amended to add the following new Sections 17 and 18 immediately after Section 16:

17.Indemnities by the Transferring Affiliates.  Without limiting any other rights which the Seller or any other Indemnified Party (as defined below) may have hereunder or under applicable law, the Transferring Affiliates hereby jointly and severally agree to indemnify the Seller and any successors and permitted assigns (including, without limitation, the Purchaser, 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 any Transferring Affiliate 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 Transferring Affiliate Letter, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by

3

the Seller 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, Indemnified Amounts for which the Seller is compensated under Section 1(b), or (iii) recourse (except as otherwise specifically provided in this Transferring Affiliate Letter) for uncollectible Receivables.  Without limiting the generality of the foregoing, the Transferring Affiliates, jointly and severally, 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 Transferring Affiliate Letter or 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 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

4

(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 Transferring Affiliate Letter 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 Transferring Affiliate Letter, 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

5

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 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.

18.  Perfection Representations.  The Perfection Representations shall be a part of the Agreement for all purposes.  Each Transferring Affiliate hereby makes the representations and warranties set forth in the Perfection Representations as of the date of each sale of Receivables hereunder.  The Perfection Representations shall survive termination of this Agreement.

SECTION 2.  Conditions Precedent.  This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Seller of counterparts of this Amendment duly executed by the Seller and the Transferring Affiliates and (ii) the effectiveness of the Fifth Amended and Restated Transfer and Administration Agreement of even date herewith 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”.

SECTION 3.  Covenants, Representations and Warranties of the Transferring Affiliates.

3.1Upon the effectiveness of this Amendment, each Transferring Affiliate hereby reaffirms all covenants, representations and warranties made by it in the Transferring

6

Affiliate Letter (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

3.2Each Transferring Affiliate hereby represents and warrants that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with terms hereof.

SECTION 4.  Reference to and Effect on the Transferring Affiliate Letter.

4.1Upon the effectiveness of this Amendment, each reference in the Transferring Affiliate Letter to “Transferring Affiliate Letter,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Transferring Affiliate Letter as amended hereby, and each reference to the Transferring Affiliate Letter in any other document, instrument and agreement executed and/or delivered in connection with the Transferring Affiliate Letter shall mean and be a reference to the Transferring Affiliate Letter as amended hereby.

4.2Except as specifically amended hereby, the Transferring Affiliate Letter and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Seller or any of its assignees under the Transferring Affiliate Letter 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 via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

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.

[Remainder of Page Intentionally Left Blank]

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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.

New Transferring Affiliates:

APHERESIS CARE GROUP, INC.

BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.

BIO-MEDICAL APPLICATIONS OF IDAHO, LLC

BIO-MEDICAL APPLICATIONS OF WYOMING, LLC

DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC

DIALYSIS SPECIALISTS OF MARIETTA, LTD.

FMS PHILADELPHIA DIALYSIS, LLC

FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.

FRESENIUS MEDICAL CARE HEALTH PLAN, INC.

FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC

FRESENIUS MEDICAL CARE HOLDINGS, INC.

FRESENIUS MEDICAL CARE OF ILLINOIS, LLC

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.

FRESENIUS MEDICAL CARE PSO, LLC

FRESENIUS MEDICAL CARE RX, LLC

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.

FRESENIUS MEDICAL CARE VENTURES, LLC

FRESENIUS USA MANUFACTURING, INC.

HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.

INTEGRATED RENAL CARE OF THE PACIFIC, LLC

METRO DIALYSIS CENTER - NORMANDY, INC.

METRO DIALYSIS CENTER - NORTH, INC.

NEPHROMED LLC

NEW YORK DIALYSIS MANAGEMENT, INC.

NMC SERVICES, INC.

QUALICENTERS ALBANY, LTD.

QUALICENTERS BEND LLC

QUALICENTERS COOS BAY, LTD.

QUALICENTERS EUGENE-SPRINGFIELD, LTD.

QUALICENTERS INLAND NORTHWEST L.L.C.

QUALICENTERS PUEBLO LLC

QUALICENTERS SALEM LLC

QUALICENTERS SIOUX CITY, LLC

RENAISSANCE HEALTH CARE, INC.

RENAL CARE GROUP OF THE ROCKIES, LLC

RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC

RENAL CARE GROUP TOLEDO, LLC

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

RENAL CARE GROUP-HARLINGEN, L.P.

RENAL SOLUTIONS, INC.

S.A.K.D.C., INC.

SORB TECHNOLOGY, INC.

SPECTRA DIAGNOSTICS, LLC

SPECTRA MEDICAL DATA PROCESSING, LLC

SPECTRA RENAL RESEARCH, LLC

ST. LOUIS REGIONAL DIALYSIS CENTER, INC.

TAPPAHANNOCK DIALYSIS CENTER, INC.

U.S. VASCULAR ACCESS HOLDINGS, LLC

WARRENTON DIALYSIS FACILITY, INC.

WEST END DIALYSIS CENTER, INC.

By:

Name:

Title:

Existing Transferring Affiliates:

ANGLETON DIALYSIS, INC.

ARIZONA RENAL INVESTMENTS, LLC

BIO-MEDICAL APPLICATIONS HOME DIALYSIS SERVICES, INC.

BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.

BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.

BIO-MEDICAL APPLICATIONS OF AGUADILLA, 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.

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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.

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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.

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.

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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.

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

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.

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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.

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.

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

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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, 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

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

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:

NATIONAL MEDICAL CARE, INC.

By:

Name:

Title:

Signature Page

Amendment No. 1 to Transferring Affiliate Letter

AMENDMENT NO. 2

Dated as of June 16, 2010

to

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

THIS AMENDMENT NO. 2 (this “Amendment”) dated as of June 16, 2010 is entered into by and among (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation (the “Seller”) and (ii) the entities listed on the signature pages hereof under the heading “New Transferring Affiliates” (collectively, the “New Transferring Affiliates”) and (iii) the other entities listed on the signature pages hereof under the heading “Existing Transferring Affiliates” (collectively, the “Existing Transferring Affiliates” and, together with the New Transferring Affiliates, the “Transferring Affiliates”).

PRELIMINARY STATEMENT

A.            The Seller and the Existing Transferring Affiliates are parties to that certain Amended and Restated Transferring Affiliate Letter dated as of October 16, 2008 (as amended or otherwise modified prior to the date hereof, the “Transferring Affiliate Letter”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Transferring Affiliate Letter or in the RPA referred to therein.

B.            The parties hereto desire to amend the list of Transferring Affiliates under the Transferring Affiliate Letter by (i) terminating certain Existing Transferring Affiliates as specified in Section 1(b) below that have become dormant and have ceased to generate Receivables or have merged with other Transferring Affiliates and (ii) adding the New Transferring Affiliates.

C.            The parties hereto desire to amend the Transferring Affiliate Letter 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.

(a)           New Transferring Affiliates.  Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the New Transferring Affiliates are hereby added as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each New Transferring Affiliate shall have all of the rights and obligations of a Transferring Affiliate under the Transferring Affiliate Letter.  Accordingly, on

the effective date of this Amendment, each New Transferring Affiliate shall sell to the Seller, and the Seller will forthwith purchase from such New Transferring Affiliate, all of the Receivables with respect to such New Transferring Affiliate and all Related Security with respect thereto.  All Receivables with respect to such New Transferring Affiliate arising after the effective date of this Amendment and all Related Security with respect thereto shall be sold to the Seller pursuant to the terms of the Transferring Affiliate Letter in the same manner as if such New Transferring Affiliate had been an original party thereto.

New Transferring Affiliates:

Fresenius Medical Care Apheresis Services, LLC

Fresenius Vascular Care, Inc. (f/k/a National Vascular Care, Inc.)

Health IT Services Group, LLC

New York Dialysis Services, Inc.

RCG Robstown, LLP

Saint Louis Renal Care, LLC

(b)           Terminated Transferring Affiliates.  Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Existing Transferring Affiliates listed below (each, a “Terminated Transferring Affiliate”) are hereby terminated as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each of the parties hereto agrees that the Terminated Transferring Affiliates shall have no further right or obligation to transfer any of their Receivables under the Transferring Affiliate Letter and shall cease to be “Transferring Affiliates” thereunder, except with respect to Receivables that arose prior to the date hereof:

Terminated Transferring Affiliates:

Angleton Dialysis, Inc.

Arizona Renal Investments, LLC

Bio-Medical Applications Home Dialysis Services, Inc

Bio-Medical Applications of Glendora, Inc.

Bio-Medical Applications of Hoboken, Inc.

Bio-Medical Applications of Idaho, LLC

Bio-Medical Applications of Las Americas, Inc.

Brazoria Kidney Center, Inc.

Cartersville Dialysis Center, LLC

Cobb County Dialysis, LLC

Con-Med Supply Company, Inc.

Covington Dialysis Center, LLC

Diabetes Care Group, Inc.

Dialysis America Alabama, LLC

Dialysis Licensing Corp.

Everest Management, Inc.

FMS New York, Inc.

Fresenius USA Home Dialysis, Inc.

Home Intensive Care, Inc.

2

Mercy Dialysis Center, Inc.

Naples Dialysis Center, LLC

Neomedica, Inc.

New York Dialysis Management, Inc.

NNA of Memphis, LLC

NNA Properties of Tennessee, Inc.

NNA Transportation Services Corporation

Northwest Dialysis, Inc.

RCG Arlington Heights, LLC

RCG Credit Corporation

RCG Finance, Inc.

RCG Marion, LLC

RCG PA Merger Corp.

RCG Whitehaven, LLC

RCG/Saint Luke’s LLC

RCGIH, Inc.

Renal Care Group Central Memphis, LLC

RenalNet, Inc.

RenalPartners of Indiana, LLC

Renex Dialysis Clinic of Amesbury, Inc.

Renex Dialysis Clinic of North Andover, Inc.

Renex Dialysis Clinic of Penn Hills, Inc.

Renex Dialysis Clinic of Shaler, Inc.

Renex Dialysis Homecare of Greater St. Louis, Inc.

Renex Management Services, Inc.

SECTION 2.  CONDITIONS PRECEDENT.  THIS AMENDMENT SHALL BECOME EFFECTIVE AND BE DEEMED EFFECTIVE AS OF THE DATE HEREOF UPON (I) THE RECEIPT BY THE SELLER OF COUNTERPARTS OF THIS AMENDMENT DULY EXECUTED BY THE SELLER, THE NEW TRANSFERRING AFFILIATES, AND THE EXISTING TRANSFERRING AFFILIATES, AND (II) THE EFFECTIVENESS OF AMENDMENT NO. 1 TO THE TAA OF EVEN DATE HEREWITH.

SECTION 3.  COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE TRANSFERRING AFFILIATES.

3.1          Upon the effectiveness of this Amendment, each Transferring Affiliate hereby reaffirms all covenants, representations and warranties made by it in the Transferring Affiliate Letter (as amended hereby) 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 Transferring Affiliate hereby represents and warrants that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with terms hereof.

3

SECTION 4.  REFERENCE TO AND EFFECT ON THE TRANSFERRING AFFILIATE LETTER.

4.1          Upon the effectiveness of this Amendment, each reference in the Transferring Affiliate Letter to “Transferring Affiliate Letter,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Transferring Affiliate Letter as amended hereby, and each reference to the Transferring Affiliate Letter in any other document, instrument and agreement executed and/or delivered in connection with the Transferring Affiliate Letter shall mean and be a reference to the Transferring Affiliate Letter as amended hereby.

4.2          Except as specifically amended hereby, the Transferring Affiliate Letter and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3          The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Seller or any of its assignees under the Transferring Affiliate Letter 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 via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

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.

[Remainder of Page Intentionally Left Blank]

4

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.

New Transferring Affiliates:

Fresenius Medical Care Apheresis Services, LLC

Fresenius Vascular Care, Inc. (f/k/a National Vascular Care, Inc.)

Health IT Services Group, LLC

New York Dialysis Services, Inc.

RCG Robstown, LLP

Saint Louis Renal Care, LLC

By:

Name:

Title:

Existing Transferring Affiliates:

Apheresis Care Group, Inc

Bio-Medical Applications Management Company, Inc.

Bio-Medical Applications of Aguadilla, Inc.

Bio-Medical Applications of Alabama, Inc.

Bio-Medical Applications of Amarillo, 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 Guayama, Inc.

Bio-Medical Applications of Humacao, Inc.

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

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 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.

Bio-Medical Applications of Wyoming, LLC

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

Brevard County Dialysis, LLC

Clayton County Dialysis, LLC

Clermont Dialysis Center, LLC

Columbus Area Renal Alliance, LLC

Conejo Valley Dialysis, Inc.

Dialysis America Georgia, LLC

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

Dialysis Associates, LLC

Dialysis Centers of America - Illinois, Inc.

Dialysis Management Corporation

Dialysis Services of Atlanta, Inc.

Dialysis Services of Cincinnati, Inc.

Dialysis Services of Southeast Alaska, LLC

Dialysis Services, Inc.

Dialysis Specialists of Marietta, Ltd.

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.

Everest Healthcare Rhode Island, Inc.

Everest Healthcare Texas Holding Corp.

Everest Healthcare Texas, L.P.

FMS Philadelphia Dialysis, LLC

Fondren Dialysis Clinic, Inc.

Fort Scott Regional Dialysis Center, Inc.

Four State Regional Dialysis Center, Inc.

Fresenius Health Partners, Inc. (f/k/a Fresenius Medical Care Health Plan, Inc.)

Fresenius Management Services, Inc.

Fresenius Medical Care Comprehensive CKD Services, Inc.

Fresenius Medical Care Dialysis Services Colorado LLC

Fresenius Medical Care Dialysis Services - Oregon, LLC

Fresenius Medical Care Healthcare Recruitment, LLC

Fresenius Medical Care Holdings, Inc.

Fresenius Medical Care of Illinois, LLC

Fresenius Medical Care Pharmacy Services, Inc.

Fresenius Medical Care PSO, LLC

Fresenius Medical Care Rx, LLC

Fresenius Medical Care Ventures Holding Company, Inc.

Fresenius Medical Care Ventures, LLC

Fresenius USA Manufacturing, Inc.

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

Fresenius USA Marketing, 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.

Homestead Artificial Kidney Center, Inc.

Integrated Renal Care of the Pacific, LLC

Jefferson County Dialysis, Inc.

KDCO, Inc.

Kentucky Renal Care Group, LLC

Lawton Dialysis, Inc.

Little Rock Dialysis, Inc.

Maumee Dialysis Services, LLC

Metro Dialysis Center - Normandy, Inc.

Metro Dialysis Center - North, Inc.

Miami Regional Dialysis Center, Inc.

Michigan Home Dialysis Center, Inc.

National Medical Care, Inc.

National Nephrology Associates Management Company of Texas, Inc.

National Nephrology Associates of Texas, L.P.

Nephromed LLC

NMC Services, 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 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-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.

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

Physicians Dialysis Company, Inc.

QualiCenters Albany, Ltd.

QualiCenters Bend, LLC

QualiCenters Coos Bay, Ltd.

QualiCenters Eugene-Springfield Ltd.

QualiCenters Inland Northwest LLC

QualiCenters Pueblo, LLC

QualiCenters Salem, LLC

QualiCenters Sioux City LLC

Qualicenters, Inc.

RCG Bloomington, LLC

RCG East Texas, LLP

RCG Indiana, L.L.C.

RCG Irving, LLP

RCG Martin, LLC

RCG Memphis East, LLC

RCG Memphis, LLC

RCG Mississippi, Inc.

RCG University Division, Inc.

RCG West Health Supply, L.C.

Renaissance Health Care, Inc.

Renal Care Group Alaska, Inc.

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 Rockies, 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 Michigan, LLC

Renal Care Group Southwest, L.P.

Renal Care Group Texas, Inc.

Renal Care Group Texas, LP

Renal Care Group Toledo, LLC

Renal Care Group Westlake, LLC

Renal Care Group, Inc.

Renal Care Group-Harlingen, L.P.

Renal Solutions, Inc.

RenalPartners, Inc.

Renex Corp.

Renex Dialysis Clinic of Bloomfield, Inc.

Renex Dialysis Clinic of Bridgeton, Inc.

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

Renex Dialysis Clinic of Creve Coeur, Inc.

Renex Dialysis Clinic of Doylestown, Inc.

Renex Dialysis Clinic of Maplewood, Inc.

Renex Dialysis Clinic of Orange, Inc.

Renex Dialysis Clinic of Philadelphia, Inc.

Renex Dialysis Clinic of Pittsburgh, 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.

S.A.K.D.C., Inc.

San Diego Dialysis Services, Inc.

Santa Barbara Community Dialysis Center, Inc.

Smyrna Dialysis Center, LLC

SORB Technology, Inc.

Spectra Diagnostics, LLC

Spectra East, Inc.

Spectra Laboratories, Inc.

Spectra Medical Data Processing, LLC

Spectra Renal Research, LLC

SSKG, Inc.

St. Louis Regional Dialysis Center, Inc.

STAT Dialysis Corporation

Stone Mountain Dialysis Center, LLC

Stuttgart Dialysis, LLC

Tappahannock Dialysis Center, Inc.

Terrell Dialysis Center, L.L.C.

Three Rivers Dialysis Services, LLC

U.S. Vascular Access Holdings, LLC

Warrenton Dialysis Facility, Inc.

West End Dialysis Center, Inc.

West Palm Dialysis, LLC

Wharton Dialysis, Inc.

WSKC Dialysis Services, Inc.

Terminated Transferring Affiliates:

Angleton Dialysis, Inc.

Arizona Renal Investments, LLC

Bio-Medical Applications Home Dialysis Services, Inc

Bio-Medical Applications of Glendora, Inc.

Bio-Medical Applications of Hoboken, Inc.

Bio-Medical Applications of Idaho, LLC

Bio-Medical Applications of Las Americas, Inc.

Brazoria Kidney Center, Inc.

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

Cartersville Dialysis Center, LLC

Cobb County Dialysis, LLC

Con-Med Supply Company, Inc.

Covington Dialysis Center, LLC

Diabetes Care Group, Inc.

Dialysis America Alabama, LLC

Dialysis Licensing Corp.

Everest Management, Inc.

FMS New York, Inc.

Fresenius USA Home Dialysis, Inc.

Home Intensive Care, Inc.

Mercy Dialysis Center, Inc.

Naples Dialysis Center, LLC

Neomedica, Inc.

New York Dialysis Management, Inc.

NNA of Memphis, LLC

NNA Properties of Tennessee, Inc.

NNA Transportation Services Corporation

Northwest Dialysis, Inc.

RCG Arlington Heights, LLC

RCG Credit Corporation

RCG Finance, Inc.

RCG Marion, LLC

RCG PA Merger Corp.

RCG Whitehaven, LLC

RCG/Saint Luke’s LLC

RCGIH, Inc.

Renal Care Group Central Memphis, LLC

RenalNet, Inc.

RenalPartners of Indiana, LLC

Renex Dialysis Clinic of Amesbury, Inc.

Renex Dialysis Clinic of North Andover, Inc.

Renex Dialysis Clinic of Penn Hills, Inc.

Renex Dialysis Clinic of Shaler, Inc.

Renex Dialysis Homecare of Greater St. Louis, Inc.

Renex Management Services, Inc.

By:

Name:

Title:

NATIONAL MEDICAL CARE, INC.

By:

Name:

Title:

Signature Page
Amendment No. 2 to Amended and Restated
Transferring Affiliate Letter

EXECUTION COPY

AMENDMENT NO. 3

Dated as of August 9, 2011

to

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

THIS AMENDMENT NO. 3 (this “Amendment”) dated as of August 9, 2011 is entered into by and among (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation (the “Seller”) and (ii) the entities listed on the signature pages hereof under the heading “New  Transferring Affiliates” (collectively, the “New Transferring Affiliates”) and (iii) the other entities listed on the signature pages hereof under the heading “Existing Transferring Affiliates” (collectively, the “Existing Transferring Affiliates” and, together with the New Transferring Affiliates, the “Transferring Affiliates”).

PRELIMINARY STATEMENT

A.            The Seller and the Existing Transferring Affiliates are parties to that certain Amended and Restated Transferring Affiliate Letter dated as of October 16, 2008 (as amended or otherwise modified prior to the date hereof, the “Transferring Affiliate Letter”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Transferring Affiliate Letter or in the “Agreement” referred to therein.

B.            The parties hereto desire to add the New Transferring Affiliates as Transferring Affiliates under the Transferring Affiliate Letter and to amend the Transferring Affiliate Letter 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.

(a)           New Transferring Affiliates. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the New Transferring Affiliates are hereby added as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each New Transferring Affiliate shall have all of the rights and obligations of a Transferring Affiliate under the Transferring Affiliate Letter.  Accordingly, on the effective date of this Amendment, each New Transferring Affiliate shall sell to the Seller, and the Seller will forthwith purchase from such New Transferring Affiliate, all of the Receivables with respect to such New Transferring Affiliate and all Related Security with respect thereto. All Receivables with respect to such New Transferring Affiliate arising after the effective date of this Amendment and all Related Security with respect thereto shall be sold to

the Seller pursuant to the terms of the Transferring Affiliate Letter in the same manner as if such New Transferring Affiliate had been an original party thereto.

(b)           Terminated Transferring Affiliates. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Existing Transferring Affiliates listed below (each, a “Terminated Transferring Affiliate”) are hereby terminated as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each of the parties hereto agrees that the Terminated Transferring Affiliates shall have no further right or obligation to transfer any of their Receivables hereunder and shall cease to be “Transferring Affiliates” hereunder except with respect to Receivables that arose prior to such termination.

Terminated Transferring Affiliates:

Bio-Medical Applications of MLK, Inc.

NNA of Newark, L.L.C.
Renal Care Group Texas, LP

(c)           Section 6(h) of the Transferring Affiliate Letter is hereby amended and restated as follows:

“(h) The names and addresses of all the Special Account Banks (and, if applicable, the Designated Account Agent in respect thereof), the Intermediate Concentration Account Banks and the Concentration Account Bank, together with the account numbers of the Special Accounts at such Special Account Banks, the account numbers of the Intermediate Concentration Accounts at such Intermediate Concentration Account Banks and the account number of the Concentration Account of the Transferor at the Concentration Account Bank, are specified in writing in the Account Schedule (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).”

SECTION 2.  Conditions Precedent.  This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Seller of counterparts of this Amendment duly executed by the Seller and the Transferring Affiliates, (ii) the effectiveness of Amendment No. 3 to the Amended and Restated Receivables Purchase Agreement of even date herewith between NMC Funding Corporation and the Seller, and (iii) the effectiveness of Amendment No. 3 to the Fifth Amended and Restated Transfer and Administration Agreement of even date herewith 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”.

2

SECTION 3.  Covenants, Representations and Warranties of the Transferring Affiliates.

3.1          Upon the effectiveness of this Amendment, each New Transferring Affiliate (i) represents and warrants that (A) it is, directly or indirectly, a wholly-owned subsidiary of FMCH, (B) it is primarily engaged in the same business as is conducted on the date hereof by the Originating Entities and (C) each statement set forth in Section 6 of the Transferring Affiliate Letter is true and correct in respect of such New Transferring Affiliate, and (ii) hereby makes the Perfection Representations and all covenants as a Transferring Affiliate in the Transferring Affiliate Letter (as amended hereby).

3.2          Upon the effectiveness of this Amendment, each Existing Transferring Affiliate hereby reaffirms all covenants, representations and warranties made by it in the Transferring Affiliate Letter (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

3.3          Each Transferring Affiliate hereby represents and warrants that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with terms hereof.

SECTION 4.  Reference to and Effect on the Transferring Affiliate Letter.

4.1          Upon the effectiveness of this Amendment, each reference in the Transferring Affiliate Letter to “Transferring Affiliate Letter,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Transferring Affiliate Letter as amended hereby, and each reference to the Transferring Affiliate Letter in any other document, instrument and agreement executed and/or delivered in connection with the Transferring Affiliate Letter shall mean and be a reference to the Transferring Affiliate Letter as amended hereby.

4.2          Except as specifically amended hereby, the Transferring Affiliate Letter and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3          The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Seller or any of its assignees under the Transferring Affiliate Letter 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

3

together shall constitute but one and the same instrument.  Delivery of an executed counterpart via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

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.

[Remainder of Page Intentionally Left Blank]

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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.

New Transferring Affiliates:

FMS DELAWARE DIALYSIS, LLC

FRESENIUS MEDICAL CARE — SOUTH TEXAS KIDNEY, LLC

FRESENIUS MEDICAL CARE HARSTON HALL, LLC

FRESENIUS MEDICAL CARE OF MONTANA, LLC

FRESENIUS MEDICAL CARE - OSUIM KIDNEY CENTERS, LLC

INLAND NORTHWEST RENAL CARE GROUP, LLC

RCG PENSACOLA, LLC

RENAL CARE GROUP TERRE HAUTE, LLC

ROSS DIALYSIS — ENGLEWOOD, LLC

By:

Name:

Title:

Existing Transferring Affiliates:

APHERESIS CARE GROUP, INC.

BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.

BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.

BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.

BIO-MEDICAL APPLICATIONS OF AQUADILLA, 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.

Signature Page
Amendment No. 3 to Transferring Affiliate Letter

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 GUAYAMA, 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 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 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.

Signature Page
Amendment No. 3 to Transferring Affiliate Letter

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.

BIO-MEDICAL APPLICATIONS OF WYOMING, LLC

BREVARD COUNTY DIALYSIS, LLC

CLAYTON COUNTY DIALYSIS, LLC

CLERMONT DIALYSIS CENTER, LLC

COLUMBUS AREA RENAL ALLIANCE, LLC

CONEJO VALLEY DIALYSIS, INC.

DIALYSIS AMERICA GEORGIA, LLC

DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.

DIALYSIS ASSOCIATES, LLC

DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.

DIALYSIS MANAGEMENT CORPORATION

DIALYSIS SERVICES OF ATLANTA, INC.

DIALYSIS SERVICES OF CINCINNATI, INC.

DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC

DIALYSIS SERVICES, INC.

DIALYSIS SPECIALISTS OF MARIETTA, LTD.

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.

FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC. (F/K/A RENAISSANCE HEALTH CARE, INC.)

EVEREST HEALTHCARE HOLDINGS, INC.

EVEREST HEALTHCARE INDIANA, INC.

EVEREST HEALTHCARE OHIO, INC.

EVEREST HEALTHCARE RHODE ISLAND, INC.

Signature Page
Amendment No. 3 to Transferring Affiliate Letter

EVEREST HEALTHCARE TEXAS HOLDING CORP.

EVEREST HEALTHCARE TEXAS, L.P.

FMS PHILADELPHIA DIALYSIS, LLC

FONDREN DIALYSIS CLINIC, INC.

FORT SCOTT REGIONAL DIALYSIS CENTER, INC.

FOUR STATE REGIONAL DIALYSIS CENTER, INC.

FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC. (F/K/A RENAISSANCE HEALTH CARE, INC.)

FRESENIUS HEALTH PARTNERS, INC. (F/K/A FRESENIUS MEDICAL CARE HEALTH PLAN, INC.)

FRESENIUS MANAGEMENT SERVICES, INC.

FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC

FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.

FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC

FRESENIUS MEDICAL CARE HOLDINGS, INC.

FRESENIUS MEDICAL CARE OF ILLINOIS, LLC

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.

FRESENIUS MEDICAL CARE PSO, LLC

FRESENIUS MEDICAL CARE RX, LLC

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.

FRESENIUS MEDICAL CARE VENTURES, LLC

FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC (F/K/A BIO MEDICAL APPLICATIONS OF COLORADO, INC.)

FRESENIUS MEDICAL CARE DIALYSIS SERVICES OREGON, LLC

FRESENIUS USA MANUFACTURING, INC.

FRESENIUS USA MARKETING, INC.

FRESENIUS USA, INC.

FRESENIUS VASCULAR CARE, INC. (F/K/A NATIONAL VASCULAR CARE, INC.

GULF REGION MOBILE DIALYSIS, INC.

HAEMO-STAT, INC.

HEALTH IT SERVICES GROUP, LLC

HENRY DIALYSIS CENTER, LLC

HOLTON DIALYSIS CLINIC, LLC

HOME DIALYSIS OF AMERICA, INC.

HOME DIALYSIS OF MUHLENBERG COUNTY, INC.

HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.

INTEGRATED RENAL CARE OF THE PACIFIC, LLC

JEFFERSON COUNTY DIALYSIS, INC.

Signature Page
Amendment No. 3 to Transferring Affiliate Letter

KDCO, INC.

KENTUCKY RENAL CARE GROUP, LLC

LAWTON DIALYSIS, INC.

LITTLE ROCK DIALYSIS, INC.

MAUMEE DIALYSIS SERVICES, LLC

METRO DIALYSIS CENTER - NORMANDY, INC.

METRO DIALYSIS CENTER - NORTH, INC.

MIAMI REGIONAL DIALYSIS CENTER, INC.

MICHIGAN HOME DIALYSIS CENTER, INC.

NATIONAL MEDICAL CARE, INC.

NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF TEXAS, INC.

NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.

NEPHROMED LLC

NEW YORK DIALYSIS SERVICES, INC.

NMC SERVICES, 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 NEVADA, INC.

NNA OF OKLAHOMA, INC.

NNA OF OKLAHOMA, L.L.C.

NNA OF RHODE ISLAND, INC.

NNA OF TOLEDO, INC.

NNA-SAINT BARNABAS LIVINGSTON, L.L.C.

NNA-SAINT BARNABAS, L.L.C.

NORCROSS DIALYSIS CENTER, LLC

NORTH BUCKNER DIALYSIS CENTER, INC.

NORTHEAST ALABAMA KIDNEY CLINIC, INC.

NORTHERN NEW JERSEY DIALYSIS, L.L.C.

PHYSICIANS DIALYSIS COMPANY, INC.

QUALICENTERS, INC.

QUALICENTERS ALBANY, LTD.

QUALICENTERS BEND, LLC

QUALICENTERS COOS BAY, LTD.

QUALICENTERS EUGENE-SPRINGFIELD LTD.

QUALICENTERS INLAND NORTHWEST LLC

QUALICENTERS PUEBLO, LLC

QUALICENTERS SALEM, LLC

QUALICENTERS SIOUX CITY LLC

Signature Page
Amendment No. 3 to Transferring Affiliate Letter

RCG BLOOMINGTON, LLC

RCG EAST TEXAS, LLP

RCG INDIANA, L.L.C.

RCG IRVING, LLP

RCG MARTIN, LLC

RCG MEMPHIS EAST, LLC

RCG MEMPHIS, LLC

RCG MISSISSIPPI, INC.

RCG ROBSTOWN, LLP

RCG UNIVERSITY DIVISION, INC.

RCG WEST HEALTH SUPPLY, L.C.

RENAL CARE GROUP ALASKA, INC.

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 ROCKIES, LLC

RENAL CARE GROUP OF THE SOUTH, INC.

RENAL CARE GROUP OF THE SOUTHEAST, INC.

RENAL CARE GROUP OHIO, INC.

RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC

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 TOLEDO, LLC

RENAL CARE GROUP WESTLAKE, LLC

RENAL CARE GROUP, INC.

RENAL CARE GROUP-HARLINGEN, L.P.

RENAL SOLUTIONS, INC.

RENALPARTNERS, INC.

RENEX CORP.

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 ORANGE, INC.

RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.

RENEX DIALYSIS CLINIC OF PITTSBURGH, 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.

Signature Page
Amendment No. 3 to Transferring Affiliate Letter

RENEX DIALYSIS CLINIC OF WOODBURY, INC.

RENEX DIALYSIS FACILITIES, INC.

S.A.K.D.C., INC.

SAINT LOUIS RENAL CARE, LLC

SAN DIEGO DIALYSIS SERVICES, INC.

SANTA BARBARA COMMUNITY DIALYSIS CENTER

SMYRNA DIALYSIS CENTER, LLC

SORB TECHNOLOGY, INC.

SPECTRA DIAGNOSTICS, LLC

SPECTRA EAST, INC.

SPECTRA LABORATORIES, INC.

SPECTRA MEDICAL DATA PROCESSING, LLC

SPECTRA RENAL RESEARCH, LLC

SSKG, INC.

ST. LOUIS REGIONAL DIALYSIS CENTER, INC.

STAT DIALYSIS CORPORATION

STONE MOUNTAIN DIALYSIS CENTER, LLC

STUTTGART DIALYSIS, LLC

TAPPAHANNOCK DIALYSIS CENTER, INC

TERRELL DIALYSIS CENTER, L.L.C.

THREE RIVERS DIALYSIS SERVICES, LLC

U.S. VASCULAR ACCESS HOLDINGS, LLC

WARRENTON DIALYSIS FACILITY, INC.

WEST END DIALYSIS CENTER, INC.

WEST PALM DIALYSIS, LLC

WHARTON DIALYSIS, INC.

WSKC DIALYSIS SERVICES, INC.

By:

Name:

Title:

NATIONAL MEDICAL CARE, INC.

By:

Name:

Title:

Signature Page
Amendment No. 3 to Transferring Affiliate Letter

UPDATED - EXECUTION COPY

AMENDMENT NO. 4

Dated as of January 17, 2013

to

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

THIS AMENDMENT NO. 4 (this “Amendment”) dated as of January 17, 2013 is entered into by and among (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation (the “Seller”) and (ii) the entities listed on the signature pages hereof under the heading “New Transferring Affiliates” (collectively, the “New Transferring Affiliates”) and (iii) the other entities listed on the signature pages hereof under the heading “Existing Transferring Affiliates” (collectively, the “Existing Transferring Affiliates” and, together with the New Transferring Affiliates, the “Transferring Affiliates”).

PRELIMINARY STATEMENT

A.            The Seller and the Existing Transferring Affiliates are parties to that certain Amended and Restated Transferring Affiliate Letter dated as of October 16, 2008 (as amended or otherwise modified prior to the date hereof, the “Transferring Affiliate Letter”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Transferring Affiliate Letter or in the “Agreement” referred to therein.

B.            The parties hereto desire to add the New Transferring Affiliates as Transferring Affiliates under the Transferring Affiliate Letter and to amend the Transferring Affiliate Letter 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.

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Transferring Affiliate Letter is hereby amended as follows:

(a)           New Transferring Affiliates. The New Transferring Affiliates are hereby added as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each New Transferring Affiliate shall have all of the rights and obligations of a Transferring Affiliate under the Transferring Affiliate Letter.  Accordingly,

on the effective date of this Amendment, each New Transferring Affiliate shall sell to the Seller, and the Seller shall forthwith purchase from such New Transferring Affiliate, all of the Receivables with respect to such New Transferring Affiliate and all Related Security with respect thereto. All Receivables with respect to such New Transferring Affiliate arising after the effective date of this Amendment and all Related Security with respect thereto shall be sold to the Seller pursuant to the terms of the Transferring Affiliate Letter in the same manner as if such New Transferring Affiliate had been an original party thereto.

(b)           Terminated Transferring Affiliates.  The Existing Transferring Affiliates listed below (each, a “Terminated Transferring Affiliate”) are hereby terminated as “Transferring Affiliates” under the Transferring Affiliate Letter.  From and after the effective date of this Amendment, each of the parties hereto agrees that the Terminated Transferring Affiliates shall have no further right or obligation to transfer any of their Receivables hereunder and shall cease to be “Transferring Affiliates” hereunder except with respect to Receivables that arose prior to such termination.

Terminated Transferring Affiliates:

Renal Solutions, Inc.

SORB Technology, Inc.

(c)           New Transfer and Administration Agreement.  All references to the “Transfer and Administration Agreement” in the Transferring Affiliate Letter shall be to that certain Sixth Amended and Restated Transfer and Administration Agreement of even date herewith 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 The Bank of Nova Scotia, as “Agent”, as the same has been or may hereafter be from time to time amended, restated, supplemented or otherwise modified (the “Sixth Amended and Restated Transfer and Administration Agreement”).

(d)           Form of Payment by Seller.  Section 1 of the Transferring Affiliate Letter is hereby amended to delete clause (a) thereof in its entirety and to substitute the following new provision therefor:

(a)           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 Assets, if any, with respect thereto, which are owed from time to time to such Transferring Affiliate for an amount equal to the Intercompany Purchase Price (as defined below) of such Receivables, which amount the Seller shall pay to such Transferring Affiliate (i) in cash, (ii) by way of a credit to such Transferring Affiliate in the appropriate intercompany account, (iii) by delivery of one or more Letters of Credit procured by the Seller in such form or forms and for the benefit of such beneficiary or beneficiaries as may have been requested by such Transferring Affiliate or (iv) in any combination of the foregoing, in each case by the last Business Day of the month following the month in which such purchase was made (the related “TAL Settlement

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Date”).  Each purchase of a Receivable and the Related Assets with respect thereto shall be deemed to be made on the date such Receivable is created.

The Seller shall settle from time to time each credit to the account of a Transferring Affiliate by way of (i) payments in cash, (ii) credits in amounts equal to cash expended, obligations incurred or the value of services or property provided by or on behalf of the Seller or (iii) delivery of one or more Letters of Credit procured by the Seller as requested by such Transferring Affiliate, 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.

As used herein, the term “Intercompany Purchase Price” shall mean a purchase price as may be agreed from time by each Transferring Affiliate and the Seller and which would provide the Seller 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 Seller of financing its investment in such Receivables during such period and (ii) the risk of nonpayment by the Obligors. Each Transferring Affiliate and the Seller may agree from time to time to change the Intercompany Purchase Price based on changes in the items described in clauses (i) and (ii) of the previous sentence, provided that any change to the Intercompany Purchase Price shall apply only prospectively and shall not affect the purchase price of Receivables sold prior to the date on which the Transferring Affiliate and the Seller agree to make such change.

In the event the Seller shall have procured one or more Letters of Credit for a Transferring Affiliate as part of the Intercompany Purchase Price for any Receivables, and the aggregate face amount of such Letters of Credit exceeds the aggregate Intercompany Purchase Price payable to such Transferring Affiliate on the related TAL Settlement Date, then an amount equal to such excess shall be debited from the appropriate intercompany account and shall be deemed to be a prepayment for application on a later TAL Settlement Date toward the Intercompany Purchase Price for Receivables subsequently purchased hereunder.

In the event the Seller shall have procured a Letter of Credit for a Transferring Affiliate as part of the Intercompany Purchase Price for any Receivables, and such Letter of Credit (i) expires or is cancelled or otherwise terminated with all or any portion of its face amount undrawn, or (ii) has its face amount decreased (for a reason other than a drawing having been made thereunder), then an amount equal to such undrawn amount or decrease, as the case may be, shall either be paid by the Seller in cash to such Transferring Affiliate on the next TAL Settlement Date or, if the Seller does not then have cash available therefor, shall be deemed to be a credit to such Transferring Affiliate in the appropriate intercompany account.

(e)           Recharacterization.  Section 1 of the Transferring Affiliate Letter is hereby amended as follows:

3

(i) by deleting the second sentence of clause (c) thereof in its entirety and replacing it with the following:

If, notwithstanding the foregoing, the transactions contemplated under this Transferring Affiliate Letter should be deemed a financing and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing a “Recharacterization”), each Transferring Affiliate and the Seller intend that such Transferring Affiliate shall be deemed to have granted to the Seller a first priority perfected and continuing security interest in all of such Transferring Affiliate’s right, title and interest in, to and under the Receivables now or hereafter arising that are purportedly sold to the Seller pursuant to this Transferring Affiliate Letter, together with the Related Assets with respect thereto, and that this Agreement shall constitute a security agreement under applicable law.  In the case of any Recharacterization, each Transferring Affiliate and the Seller represents and warrants that each remittance of Collections by such Transferring Affiliate to the Seller hereunder will have been (i) in payment of a debt incurred by such Transferring Affiliate in the ordinary course of business or financial affairs of the Seller and such Transferring Affiliate and (ii) made in the ordinary course of business or financial affairs of such Transferring Affiliate and the Seller.

(f)            New Agent.  Section 11 of the Transferring Affiliate Letter is hereby amended by replacing the reference to “WestLB AG, New York Branch” therein with “The Bank of Nova Scotia”, and “Agent” shall mean “The Bank of Nova Scotia, as Agent” in each place in which that term appears in the Transferring Affiliate Letter.

SECTION 2.  Conditions Precedent.  This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Seller of counterparts of this Amendment duly executed by the Seller and the Transferring Affiliates, (ii) the effectiveness of the Second Amended and Restated Receivables Purchase Agreement of even date herewith between NMC Funding Corporation and the Seller, and (iii) the effectiveness of the Sixth Amended and Restated Transfer and Administration Agreement.

SECTION 3.  Covenants, Representations and Warranties of the Transferring Affiliates.

3.1          Upon the effectiveness of this Amendment, each New Transferring Affiliate (i) represents and warrants that (A) it is, directly or indirectly, a wholly-owned subsidiary of FMCH, (B) it is primarily engaged in the same business as is conducted on the date hereof by the Originating Entities and (C) each statement set forth in Section 6 of the Transferring Affiliate Letter is true and correct in respect of such New Transferring Affiliate, and (ii) hereby makes the Perfection Representations and all covenants as a Transferring Affiliate in the Transferring Affiliate Letter (as amended hereby).

3.2          Upon the effectiveness of this Amendment, each Existing Transferring Affiliate hereby reaffirms all covenants, representations and warranties made by it in the

4

Transferring Affiliate Letter (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

3.3          Each Transferring Affiliate hereby represents and warrants that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with terms hereof.

SECTION 4.  Reference to and Effect on the Transferring Affiliate Letter.

4.1          Upon the effectiveness of this Amendment, each reference in the Transferring Affiliate Letter to “Transferring Affiliate Letter,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Transferring Affiliate Letter as amended hereby, and each reference to the Transferring Affiliate Letter in any other document, instrument and agreement executed and/or delivered in connection with the Transferring Affiliate Letter shall mean and be a reference to the Transferring Affiliate Letter as amended hereby.

4.2          Except as specifically amended hereby, the Transferring Affiliate Letter and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3          The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Seller or any of its assignees under the Transferring Affiliate Letter 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 via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

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.

[Remainder of Page Intentionally Left Blank]

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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.

New Transferring Affiliates:

FRESENIUS MEDICAL CARE OF NEBRASKA, LLC

NRA-ADA, OKLAHOMA, LLC

NRA-AUGUSTA, GEORGIA, LLC

NRA-BAMBERG, SOUTH CAROLINA, LLC

NRA-BARBOURVILLE (HOME THERAPY CENTER), KENTUCKY, LLC

NRA-BAY CITY, L.P.

NRA-BAY CITY, TEXAS, LLC

NRA-CROSSVILLE, TENNESSEE, LLC

NRA-DICKSON, TENNESSEE, LLC

NRA-FARMINGTON, MISSOURI, LLC

NRA-FREDERICKTOWN, MISSOURI, LLC

NRA-GEORGETOWN, KENTUCKY, LLC

NRA-GRAY, GEORGIA, LLC

NRA-HOGANSVILLE, GEORGIA, LLC

NRA-HOLLY HILL, SOUTH CAROLINA, LLC

NRA-HOLLYWOOD, SOUTH CAROLINA, LLC

NRA-INPATIENT DIALYSIS, LLC

NRA-LAGRANGE, GEORGIA, LLC

NRA-LONDON, KENTUCKY, LLC

NRA-MACON, GEORGIA, LLC

NRA-MIDTOWN MACON, GEORGIA, LLC

NRA-MILLEDGEVILLE, GEORGIA, LLC

NRA-MONTICELLO, GEORGIA, LLC

NRA-MT. PLEASANT, SOUTH CAROLINA, LLC

NRA-NEW CASTLE, INDIANA, LLC

NRA-NEWNAN ACQUISITION, LLC

NRA-NORTH AUGUSTA, SOUTH CAROLINA, LLC

NRA-ORANGEBURG, SOUTH CAROLINA, LLC

NRA-PALMETTO, GEORGIA, LLC

NRA-PRINCETON, KENTUCKY, LLC

NRA-ROANOKE, ALABAMA, LLC

NRA-SOUTH CITY, MISSOURI, LLC

NRA-ST. LOUIS (HOME THERAPY CENTER), MISSOURI, LLC

NRA-ST. LOUIS, MISSOURI, LLC

NRA-TALLADEGA, ALABAMA, LLC

NRA-VALDOSTA (NORTH), GEORGIA, LLC

NRA-VALDOSTA, GEORGIA, LLC

NRA-VARNVILLE, SOUTH CAROLINA, LLC

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

NRA-WASHINGTON COUNTY, MISSOURI, LLC

NRA-WINCHESTER, INDIANA, LLC

RAI CARE CENTERS OF ALABAMA, LLC

RAI CARE CENTERS OF FLORIDA I, LLC

RAI CARE CENTERS OF FLORIDA II, LLC

RAI CARE CENTERS OF GEORGIA I, LLC

RAI CARE CENTERS OF ILLINOIS I, LLC

RAI CARE CENTERS OF ILLINOIS II, LLC

RAI CARE CENTERS OF MARYLAND I, LLC

RAI CARE CENTERS OF MICHIGAN I, LLC

RAI CARE CENTERS OF MICHIGAN II, LLC

RAI CARE CENTERS OF NEBRASKA II, LLC

RAI CARE CENTERS OF NORTH CAROLINA II, LLC

RAI CARE CENTERS OF NORTHERN CALIFORNIA I, LLC

RAI CARE CENTERS OF NORTHERN CALIFORNIA II, LLC

RAI CARE CENTERS OF OAKLAND II, LLC

RAI CARE CENTERS OF SOUTH CAROLINA I, LLC

RAI CARE CENTERS OF SOUTHERN CALIFORNIA I, LLC

RAI CARE CENTERS OF SOUTHERN CALIFORNIA II, LLC

RAI CARE CENTERS OF TENNESSEE, LLC

RAI CARE CENTERS OF VIRGINIA II, LLC

RENAL CARE GROUP MAPLEWOOD, LLC

SOLUTIONS HEALTHCARE MANAGEMENT GROUP, LLC

(each a “Transferring Affiliate”)

By:

Name:

Title:

Existing Transferring Affiliates:

ACUMEN PHYSICIAN SOLUTIONS, LLC (F/K/A HEALTH IT SERVICES GROUP, LLC)

APHERESIS CARE GROUP, INC.

BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.

BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.

BIO-MEDICAL APPLICATIONS OF AQUADILLA, 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 GUAYAMA, 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 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 NEVADA, INC

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

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.

BIO-MEDICAL APPLICATIONS OF WYOMING, LLC

BREVARD COUNTY DIALYSIS, LLC

CLAYTON COUNTY DIALYSIS, LLC

CLERMONT DIALYSIS CENTER, LLC

COLUMBUS AREA RENAL ALLIANCE, LLC

CONEJO VALLEY DIALYSIS, INC.

DIALYSIS AMERICA GEORGIA, LLC

DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.

DIALYSIS ASSOCIATES, LLC

DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

DIALYSIS MANAGEMENT CORPORATION

DIALYSIS SERVICES OF ATLANTA, INC.

DIALYSIS SERVICES OF CINCINNATI, INC.

DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC

DIALYSIS SERVICES, INC.

DIALYSIS SPECIALISTS OF MARIETTA, LTD.

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.

EVEREST HEALTHCARE RHODE ISLAND, INC.

EVEREST HEALTHCARE TEXAS HOLDING CORP.

EVEREST HEALTHCARE TEXAS, L.P.

FMS DELAWARE DIALYSIS, LLC

FMS PHILADELPHIA DIALYSIS, LLC

FONDREN DIALYSIS CLINIC, INC.

FORT SCOTT REGIONAL DIALYSIS CENTER, INC.

FOUR STATE REGIONAL DIALYSIS CENTER, INC.

FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC. (F/K/A RENAISSANCE HEALTH CARE, INC.)

FRESENIUS HEALTH PARTNERS, INC.

FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC (F/K/A BIO MEDICAL APPLICATIONS OF COLORADO, INC.)

FRESENIUS MEDICAL CARE DIALYSIS SERVICES- OREGON, LLC

FRESENIUS MEDICAL CARE HEALTH PLAN, INC.

FRESENIUS MANAGEMENT SERVICES, INC.

FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC

FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.

FRESENIUS MEDICAL CARE HARSTON HALL, LLC

FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC

FRESENIUS MEDICAL CARE HOLDINGS, INC.

FRESENIUS MEDICAL CARE OF ILLINOIS, LLC

FRESENIUS MEDICAL CARE OF MONTANA, LLC

FRESENIUS MEDICAL CARE - OSUIM KIDNEY CENTERS, LLC

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

FRESENIUS MEDICAL CARE PSO, LLC

FRESENIUS MEDICAL CARE RX, LLC

FRESENIUS MEDICAL CARE — SOUTH TEXAS KIDNEY, LLC

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.

FRESENIUS MEDICAL CARE VENTURES, LLC

FRESENIUS USA MANUFACTURING, INC.

FRESENIUS USA MARKETING, INC.

FRESENIUS USA, INC.

FRESENIUS VASCULAR CARE, INC. (F/K/A NATIONAL VASCULAR CARE, 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.

HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.

INLAND NORTHWEST RENAL CARE GROUP, LLC

INTEGRATED RENAL CARE OF THE PACIFIC, LLC

JEFFERSON COUNTY DIALYSIS, INC.

KDCO, INC.

KENTUCKY RENAL CARE GROUP, LLC

LAWTON DIALYSIS, INC.

LITTLE ROCK DIALYSIS, INC.

MAUMEE DIALYSIS SERVICES, LLC

METRO DIALYSIS CENTER - NORMANDY, INC.

METRO DIALYSIS CENTER - NORTH, INC.

MIAMI REGIONAL DIALYSIS CENTER, INC.

MICHIGAN HOME DIALYSIS CENTER, INC.

NATIONAL MEDICAL CARE, INC.

NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF TEXAS, INC.

NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.

NEPHROMED LLC

NEW YORK DIALYSIS SERVICES, INC.

NMC SERVICES, 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.

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

NNA OF LOUISIANA, LLC

NNA OF NEVADA, INC.

NNA OF OKLAHOMA, INC.

NNA OF OKLAHOMA, L.L.C.

NNA OF RHODE ISLAND, INC.

NNA OF TOLEDO, INC.

NNA-SAINT BARNABAS-LIVINGSTON, L.L.C.

NNA-SAINT BARNABAS, L.L.C.

NORCROSS DIALYSIS CENTER, LLC

NORTH BUCKNER DIALYSIS CENTER, INC.

NORTHEAST ALABAMA KIDNEY CLINIC, INC.

NORTHERN NEW JERSEY DIALYSIS, L.L.C.

PHYSICIANS DIALYSIS COMPANY, INC.

QUALICENTERS ALBANY, LTD.

QUALICENTERS BEND, LLC

QUALICENTERS COOS BAY, LTD.

QUALICENTERS EUGENE-SPRINGFIELD LTD.

QUALICENTERS, INC.

QUALICENTERS INLAND NORTHWEST LLC

QUALICENTERS PUEBLO, LLC

QUALICENTERS SALEM, LLC

QUALICENTERS SIOUX CITY LLC

RCG BLOOMINGTON, LLC

RCG EAST TEXAS, LLP

RCG INDIANA, L.L.C.

RCG IRVING, LLP

RCG MARTIN, LLC

RCG MEMPHIS EAST, LLC

RCG MEMPHIS, LLC

RCG MISSISSIPPI, INC.

RCG PENSACOLA, LLC

RCG ROBSTOWN, LLP

RCG UNIVERSITY DIVISION, INC.

RCG WEST HEALTH SUPPLY, L.C.

RENAL CARE GROUP ALASKA, INC.

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 ROCKIES, 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.

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC

RENAL CARE GROUP SOUTHWEST, L.P.

RENAL CARE GROUP TERRE HAUTE, LLC

RENAL CARE GROUP TEXAS, INC.

RENAL CARE GROUP TOLEDO, LLC

RENAL CARE GROUP WESTLAKE, LLC

RENAL CARE GROUP, INC.

RENAL CARE GROUP-HARLINGEN, L.P.

RENALPARTNERS, INC.

RENEX CORP.

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 ORANGE, INC.

RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.

RENEX DIALYSIS CLINIC OF PITTSBURGH, 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.

ROSS DIALYSIS — ENGLEWOOD, LLC

S.A.K.D.C., INC.

SAINT LOUIS RENAL CARE, LLC

SAN DIEGO DIALYSIS SERVICES, INC.

SANTA BARBARA COMMUNITY DIALYSIS CENTER, INC.

SMYRNA DIALYSIS CENTER, LLC

SPECTRA DIAGNOSTICS, LLC

SPECTRA EAST, INC.

SPECTRA LABORATORIES, INC.

SPECTRA MEDICAL DATA PROCESSING, LLC

SPECTRA RENAL RESEARCH, LLC

SSKG, INC.

ST. LOUIS REGIONAL DIALYSIS CENTER, INC.

STAT DIALYSIS CORPORATION

STONE MOUNTAIN DIALYSIS CENTER, LLC

STUTTGART DIALYSIS, LLC

TAPPAHANNOCK DIALYSIS CENTER, INC

TERRELL DIALYSIS CENTER, L.L.C.

THREE RIVERS DIALYSIS SERVICES, LLC

U.S. VASCULAR ACCESS HOLDINGS, LLC

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

WARRENTON DIALYSIS FACILITY, INC.

WEST END DIALYSIS CENTER, INC.

WEST PALM DIALYSIS, LLC

WHARTON DIALYSIS, INC.

WSKC DIALYSIS SERVICES, INC.

(each a “Transferring Affiliate”)

By:

Name:

Title:

NATIONAL MEDICAL CARE, INC.

By:

Name:

Title:

Signature Page

Amendment No. 4 to Transferring Affiliate Letter

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)

ACUMEN PHYSICIAN SOLUTIONS, LLC (F/K/A HEALTH IT SERVICES GROUP, LLC)

APHERESIS CARE GROUP, INC.

BIO MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.

BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.

BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.

BIO-MEDICAL APPLICATIONS OF AQUADILLA, 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 GUAYAMA, 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 LONG BEACH, INC.

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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 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.

BIO-MEDICAL APPLICATIONS OF WYOMING, LLC

BREVARD COUNTY DIALYSIS, LLC

CLAYTON COUNTY DIALYSIS, LLC

CLERMONT DIALYSIS CENTER, LLC

COLUMBUS AREA RENAL ALLIANCE, LLC

CONEJO VALLEY DIALYSIS, INC.

DIALYSIS AMERICA GEORGIA, LLC

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DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.

DIALYSIS ASSOCIATES, LLC

DIALYSIS CENTERS OF AMERICA ILLINOIS, INC.

DIALYSIS MANAGEMENT CORPORATION

DIALYSIS SERVICES OF ATLANTA, INC.

DIALYSIS SERVICES OF CINCINNATI, INC.

DIALYSIS SERVICES OF SOUTHEAST ALASKA, LLC

DIALYSIS SERVICES, INC.

DIALYSIS SPECIALISTS OF MARIETTA, LTD.

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.

EVEREST HEALTHCARE RHODE ISLAND, INC.

EVEREST HEALTHCARE TEXAS HOLDING CORP.

EVEREST HEALTHCARE TEXAS, L.P.

FMS DELAWARE DIALYSIS, LLC

FMS PHILADELPHIA DIALYSIS, LLC

FONDREN DIALYSIS CLINIC, INC.

FORT SCOTT REGIONAL DIALYSIS CENTER, INC.

FOUR STATE REGIONAL DIALYSIS CENTER, INC.

FRESENIUS HEALTH PARTNERS CARE SYSTEMS, INC. (F/K/A RENAISSANCE HEALTH CARE, INC.)

FRESENIUS HEALTH PARTNERS, INC. (F/K/A FRESENIUS MEDICAL CARE HEALTH PLAN, INC.)

FRESENIUS MANAGEMENT SERVICES, INC.

FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC

FRESENIUS MEDICAL CARE COMPREHENSIVE CKD SERVICES, INC.

FRESENIUS MEDICAL CARE HARSTON HALL, LLC

FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC

FRESENIUS MEDICAL CARE HOLDINGS, INC.

FRESENIUS MEDICAL CARE OF ILLINOIS, LLC

FRESENIUS MEDICAL CARE OF MONTANA, LLC

FRESENIUS MEDICAL CARE - OSUIM KIDNEY CENTERS, LLC

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC.

FRESENIUS MEDICAL CARE PSO, LLC

FRESENIUS MEDICAL CARE RX, LLC

FRESENIUS MEDICAL CARE — SOUTH TEXAS KIDNEY, LLC

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.

FRESENIUS MEDICAL CARE VENTURES, LLC

FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO LLC (F/K/A BIO MEDICAL APPLICATIONS OF COLORADO, INC.

J-3

FRESENIUS MEDICAL CARE DIALYSIS SERVICES OREGON, LLC

FRESENIUS USA MANUFACTURING, INC.

FRESENIUS USA MAKETING, INC.

FRESENIUS USA, INC

FRESENIUS VASCULAR CARE, INC. (F/K/A NATIONAL VASCULAR CARE, 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.

HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.

INLAND NORTHWEST RENAL CARE GROUP, LLC

INTEGRATED RENAL CARE OF THE PACIFIC, LLC

JEFFERSON COUNTY DIALYSIS, INC.

KDCO, INC.

KENTUCKY RENAL CARE GROUP, LLC

LAWTON DIALYSIS, INC.

LITTLE ROCK DIALYSIS, INC.

MAUMEE DIALYSIS SERVICES, LLC

METRO DIALYSIS CENTER - NORMANDY, INC.

METRO DIALYSIS CENTER - NORTH, INC.

MIAMI REGIONAL DIALYSIS CENTER, INC.

MICHIGAN HOME DIALYSIS CENTER, INC.

NATIONAL MEDICAL CARE, INC.

NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF TEXAS, INC

NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.

NEPHROMED LLC

NEW YORK DIALYSIS SERVICES, INC.

NMC SERVICES, 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 NEVADA, INC.

NNA OF OKLAHOMA, INC.

NNA OF OKLAHOMA, L.L.C.

NNA OF RHODE ISLAND, INC.

NNA OF TOLEDO, INC.

NNA-SAINT BARNABAS LIVINGSTON, L.L.C.

NNA-SAINT BARNABAS, L.L.C.

NORCROSS DIALYSIS CENTER, LLC

J-4

NORTH BUCKNER DIALYSIS CENTER, INC.

NORTHEAST ALABAMA KIDNEY CLINIC, INC.

NORTHERN NEW JERSEY DIALYSIS, L.L.C.

PHYSICIANS DIALYSIS COMPANY, INC.

QUALICENTERS, INC.

QUALICENTERS ALBANY, LTD.

QUALICENTERS BEND, LLC

QUALICENTERS COOS BAY, LTD.

QUALICENTERS EUGENE-SPRINGFIELD LTD.

QUALICENTERS INLAND NORTHWEST LLC

QUALICENTERS PUEBLO, LLC

QUALICENTERS SALEM, LLC

QUALICENTERS SIOUX CITY LLC

RCG BLOOMINGTON, LLC

RCG EAST TEXAS, LLP

RCG INDIANA, L.L.C.

RCG IRVING, LLP

RCG MARTIN, LLC

RCG MEMPHIS EAST, LLC

RCG MEMPHIS, LLC

RCG MISSISSIPPI, INC.

RCG PENSACOLA, LLC

RCG ROBSTOWN, LLP

RCG UNIVERSITY DIVISION, IN.

RCG WEST HEALTH SUPPLY, L.C

RENAL CARE GROUP ALASKA, INC.

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 ROCKIES, LLC

RENAL CARE GROUP OF THE SOUTH, INC.

RENAL CARE GROUP OF THE SOUTHEAST, INC.

RENAL CARE GROUP OHIO, INC.

RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC

RENAL CARE GROUP SOUTH NEW MEXICO, LLC

RENAL CARE GROUP SOUTHWEST HOLDINGS, INC.

RENAL CARE GROUP SOUTHWEST, L.P.

RENAL CARE GROUP TERRE HAUTE, LLC

RENAL CARE GROUP TEXAS, INC.

RENAL CARE GROUP TOLEDO, LLC

RENAL CARE GROUP WESTLAKE, LLC

RENAL CARE GROUP, INC.

RENAL CARE GROUP-HARLINGEN, L.P.

RENAL SOLUTIONS, INC.

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RENALPARTNERS, INC.

RENEX CORP.

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 ORANGE, INC.

RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.

RENEX DIALYSIS CLINIC OF PITTSBURGH, 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.

ROSS DIALYSIS — ENGLEWOOD, LLC

S.A.K.D.C., INC.

SAINT LOUIS RENAL CARE, LLC

SAN DIEGO DIALYSIS SERVICES, INC.

SANTA BARBARA COMMUNITY DIALYSIS CENTER

SMYRNA DIALYSIS CENTER, LLC

SORB TECHNOLOGY, INC.

SPECTRA DIAGNOSTICS, LLC

SPECTRA EAST, INC.

SPECTRA LABORATORIES, INC.

SPECTRA MEDICAL DATA PROCESSING, LLC

SPECTRA RENAL RESEARCH, LLC

SSKG, INC.

ST. LOUIS REGIONAL DIALYSIS CENTER, INC.

STAT DIALYSIS CORPORATION

STONE MOUNTAIN DIALYSIS CENTER, LLC

STUTTGART DIALYSIS, LLC

TAPPAHANNOCK DIALYSIS CENTER, INC

TERRELL DIALYSIS CENTER, L.L.C.

THREE RIVERS DIALYSIS SERVICES, LLC

U.S. VASCULAR ACCESS HOLDINGS, LLC

WARRENTON DIALYSIS FACILITY, INC.

WEST END DIALYSIS CENTER, INC.

WEST PALM DIALYSIS, LLC

WHARTON DIALYSIS, INC.

WSKC DIALYSIS SERVICES, INC.

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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 and such other locations listed in Exhibit G.

3.1k(iv) Tradenames:		Fresenius Medical Care North America
		Spectra Renal Management
		Renal Care Group
		National Nephrology Associates
		TruBlu Logistics (FUSA Mfg)
		Fresenius Health Partners
		Fresenius Rx
		Fresenius Vascular Care
		Health IT Services - HITSG
		Spectra Labs
		US Vascular
	Name Changes:	FMS Philadelphia Dialysis, LLC, f/k/a Fresenius Temple
		Outpatient Dialysis Services, LLC
		Fresenius Health Partners Care Systems, Inc., f/k/a
		Renaissance Health Care, Inc.
		Fresenius Health Partners, Inc., f/k/a Fresenius Medical
		Care Health Plan, Inc.
		Fresenius Medical Care Rx, LLC, f/k/a Specialty Care
		Pharmacy, LLC Fresenius Vascular Care, Inc., f/k/a
		National Vascular Care,Inc.
		Acumen Physician Solutions, LLC f/k/a Health IT Services
		Group, LLC
	Mergers:	On February 29, 2008, FMCH completed the acquisition of MAX Well Medical, Inc., which was subsequently merged on April 14, 2009 into its subsidiary, Specialty Care Pharmacy, LLC, and renamed Fresenius Medical Care Rx, LLC
		On April 1, 2010, Everest Dialysis Services, Inc., New York Dialysis Management, Inc. and FMS New York, Inc. were all merged into New York Dialysis Services, Inc.
		On February 28, 2012, Liberty Dialysis Holdings, Inc., the owner of Liberty Dialysis and owner of a 51% stake in Renal Advantage Partners, LLC merged into a subsidiary of Bio-Medical Applications Management Co., Inc.

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EXHIBIT K

to

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

FORM OF ACCOUNT AGENT AGREEMENT

K-1

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 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:

ARTICLE XSECTION 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.

2

(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.  Acknowledgement 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

3

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.

(c)           Such Titleholder will not sell, assign (by of law or otherwise) or otherwise dispose of, or create 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 rime 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 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.

[Remainder of page intentionally left blank]

4

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

EX-4.9

Exhibit 4.9

English Convenience translation of

LEASE (“Mietvertrag’’) MV_PUSW_FMC_6

With reference to the “Amendment”/Supplement dated December 19, 2006

(to the Main Agreement concerning Hafenstr. 9 (“Main Agreement”)

between

Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt Schweinfurt KG

-hereinafter referred to as “Landlord”-

represented by Fresenius Immobilien-Verwaltungs-GmbH

and

Fresenius Medical Care Deutschland GmbH

-hereinafter referred to as “Tenant”

§ 1 Leased Property

The following real estate described in more detail in Attachment 1 is being rented:

Hans-Böckler-Str. 6 (HB6)

Hans-Böckler-Str. 8 (HB8)

Hans-Böckler-Str. 8, conversion 1st phase of construction (HB8_1)

Hans-Böckler-Str. 8, conversion 2nd phase of construction (HB8_2)

Hans-Böckler-Str. 8, conversion 3rd phase of construction (HB8_3)

Hans-Böckler-Str. 6, distribution building (HB6_1A)

Hans-Böckler-Str. 6, Materials flow (HB6_1A)

Hans-Böckler-Str. 6, enclosure (HB6_1B)

Hans-Böckler-Str. 10, (HB10)

Hans-Böckler-Str. 10, conversion (HB10_1)

Sven-Winquist-Str. 2, parking space expansion (SW2_1)

Hans-Böckler-Str. 4, grounds and porter’s lodge (HB4_1)

Hafenstr. 9, conversion of hall 5 (HA9_5)

Tenant has taken over the leased property in the condition stipulated in the contract.

The real property including buildings is being leased without fixtures within the meaning of the German Valuation Act (“Bewertungsgesetz”).

In addition, an increase in rent with regard to the leased property designated “Hafenstrasse 9” (old building(s)) by the rent for the wall dividing the complex (HA9_4) has been agreed. The corresponding values may be seen in Attachment 1.

§ 2 Rent and Utilities/Service Costs

The annual rent stipulated in the Main Agreement, which was amended by a Supplemental Agreement dated February 6, 2008, for all of the properties in Schweinfurt at Hafenstrasse 9 is herewith being increased by the monthly amounts stipulated according to the Attachment (except for HB6 and HB8).

The rent for the leased property at Hans-Böckler-Str. 6 is:

EUR 30,252.81 a month                   as of January 1, 2010

The rent for the leased property at Hans-Böckler-Str. 8 is:

EUR 24,981.22 a month                  as of January 1, 2010.

The statutorily prescribed tax rate shall apply to this additional rent as well as to the value-added tax to be paid in addition to the rent and to the utilities/service costs.

Any and all the subsequent invoices of additional construction costs shall entitle Landlord to make a corresponding adjustment of the rent.

1

§ 3 Term of the Lease / Validity of the Main Agreement

For the individual buildings, the date on which the lease commences can be seen from the date of utilization listed in Attachment 1 and supplements the aforementioned Main Agreement, which was last amended by a Supplemental Agreement dated February 6, 2008 for all of the properties in Schweinfurt at Hafenstrasse 9. All of the provisions of the Main Agreement dated December 19, 2006 and its references to other agreements between the Parties shall apply accordingly. This also explicitly applies to all amendments and supplements to the Main Agreement, in particular, any extensions thereof, or the conclusion of a new main agreement, regardless of when such is to be agreed.

In detail, the following commencement of the lease is stipulated:

Hans-Böckler-Str. 6	Jan. 1, 2008
Hans-Böckler-Str. 8	Aug. 1, 2007
Hans-Böckler-Str. 8, conversion 1st phase of construction (HB8_1)	Jan. 1, 2008
Hans-Böckler-Str. 8, conversion 2nd phase of construction (HB8_2)	Mar. 1, 2008
Hans-Böckler-Str. 8, conversion 3rd phase of construction (HB8_3)	Sep. 1, 2009
Hans-Böckler-Str. 6, distribution building (HB6_1A)	May 1, 2008
Hans-Böckler-Str. 6, Flow of materials (HB6_1A)	Apr. 1, 2009
Hans-Böckler-Str. 6, Enclosure (HB6_1B)	Jan. 1, 2010
Hans-Böckler-Str. 10, (HB10)	Oct. 1, 2008
Hans-Böckler-Str. 10, conversion (HB10_1)	Oct. 1, 2008
Sven-Winquist-Str. 2, parking space expansion (SW2_1)	Jan. 1, 2009
Hans-Böckler-Str. 4, grounds and porter’s lodge (HB4_1)	Apr. 1, 2009
Hafenstr. 9, conversion of hall 5 (HA9_5)	May 1, 2009
Hafenstr. 9, complex dividing wall (HA9_4)	Jan. 1, 2009

§ 4 Written Form/Escape Clause

Every amendment or addition to this lease must be made in writing and signed by both Parties. This shall also apply to any agreement on waiving the written form. If any provision of this Amendment and/or of the Main Agreement is or becomes invalid, this shall not apply to the Agreement as a whole. In every such case, the Parties agree to agree a contractual amendment or supplement corresponding to what was desired from an economic standpoint, and shall do so multiple times, if necessary.

Dated at Bad Homburg on February 1, 2011

[Signature]	[Signature]
Landlord	Landlord
Dr. Jürgen Götz	Dr. Karl-Dieter Schwab

Dated at Bad Homburg on February 8, 2011

[Signature]	[Signature]
Tenant	Tenant
SIEGER	K. WANZEK

Attachment 1: List of the 11 (in words: eleven) partial areas as well as 1 (one) wall dividing the complex covered by this Agreement.

2

EX-4.14

Exhibit 4.14

English Convenience translation of

LEASE (“Mietvertrag”) MV_PUWND_FMC_2

With reference to the “Amendment” / Supplement dated December 19, 2006

(to the main contract concerning Frankfurter Strasse 6-8 (“Main Agreement”)

between

Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt St. Wendel KG

-hereinafter referred to as “Landlord”-

represented by Fresenius Immobilien-Verwaltungs-GmbH

and

Fresenius Medical Care Deutschland GmbH

-hereinafter referred to as “Tenant”-

§ 1 Leased Property

Production hall 3, the building located on the piece of property at Frankfurter Str. 6-8 at the St. Wendel site, is being leased as of July 1, 2009.

This real property including building(s) is being leased without fixtures within the meaning of the German Valuation Act [“Bewertungsgesetz”].

Tenant has taken over the leased property in the condition stipulated in the contract.

Furthermore, Landlord has acquired space at Frankfurter Str.5 (formerly Globus Handelshof) and has let this space to Tenant since March 1, 2008.

§ 2 Rent and Utilities/Service Costs

The annual rent previously stipulated in the Main Agreement shall change with regard to the leased property at Frankfurter Str. 6-8 pursuant to the Attachment (since July 1, 2009).

The rent for the leased property at Frankfurter Str. 5 (Globus) is:

EUR 5,237.50 a month	as of March 1, 2008
EUR 5,295.11 a month	as of January 1, 2009
EUR 5,342.77 a month	as of January 1, 2010.

In addition, the rent with regard to the leased property at Magdeburger Strasse shall increase pursuant to the Attachment by virtue of an additional investment borne by Landlord.

The statutorily prescribed tax rate shall apply to this additional rent as well as to the value-added tax to be paid in addition to the rent and to the utilities/service costs.

Any and all the subsequent invoices of additional construction costs shall entitle Landlord to make a corresponding adjustment of the rent.

§ 3 Term of the Lease / Validity of the Main Agreement

This Lease commences on the dates designated in § 1 above and supplement the aforementioned Main Agreement. All of the provisions of the Main Agreement dated December 19, 2006 and its references to other agreements between the Parties shall apply accordingly. This also explicitly applies to all amendments of and supplements to the Main Agreement, in particular, any extensions thereof, or the conclusion of a new main agreement, regardless of when such is to be agreed.

1

§ 4 Written Form/Escape Clause

Every amendment or addition to this Lease must be made in writing and signed by both Parties. This shall also apply to any waiver of the written form. If any provision of this Amendment and/or of the Main Agreement is or becomes invalid, this shall not apply to the Agreement as a whole. In every such case, the Parties shall agree on a contractual amendment or supplement corresponding to what was desired from an economic standpoint, and shall do so multiple times, if necessary.

Dated at Bad Homburg on February 1, 2011

[Signature]	[Signature]
Landlord	Landlord
Dr. Jürgen Götz	Dr. Karl-Dieter Schwab

Dated at Bad Homburg on February 8, 2011

[Signature]	[Signature]
Tenant	Tenant
SIEGER	K. WANZEK

2

XML

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2012

Property Plant And Equipment (Tables) [Abstract]

Property, Plant and Equipment

6. Property, Plant and Equipment

As of December 31, 2012 and 2011, property, plant and equipment consisted of the following:

		2012		2011
Land and improvements	$	54,775	$	53,147
Buildings and improvements		2,257,002		1,975,839
Machinery and equipment		3,470,972		3,060,132
Machinery, equipment and rental equipment under capitalized leases		36,316		36,450
Construction in progress		256,401		275,006
		6,075,466		5,400,574
Accumulated depreciation		(3,134,863)		(2,770,873)
Property, plant and equipment, net	$	2,940,603	$	2,629,701

		2012		2011
Land and improvements	$	54,775	$	53,147
Buildings and improvements		2,257,002		1,975,839
Machinery and equipment		3,470,972		3,060,132
Machinery, equipment and rental equipment under capitalized leases		36,316		36,450
Construction in progress		256,401		275,006
		6,075,466		5,400,574
Accumulated depreciation		(3,134,863)		(2,770,873)
Property, plant and equipment, net	$	2,940,603	$	2,629,701

Depreciation expense for property, plant and equipment amounted to $515,455, $479,438and$432,930for the years ended December 31, 2012, 2011, and 2010, respectively.

Included in machinery and equipment as of December 31, 2012 and 2011 were $532,088and $451,299, respectively, of peritoneal dialysis cycler machines which the Company leases to customers with end-stage renal disease on a month-to-month basis and hemodialysis machines which the Company leases to physicians under operating leases.

Accumulated depreciation related to machinery, equipment and rental equipment under capital leases was $19,027and $16,947at December 31, 2012 and 2011, respectively.

XML

Business Segment Information (Tables)

12 Months Ended

Dec. 31, 2012

Business Segment Information (Tables) [Abstract]

Schedule of segment reporting information by segment

				North America		International		Segment Total		Corporate		Total
2012
	Net revenue external customers		$	9,031,108	$	4,740,132	$	13,771,240	$	29,042	$	13,800,282
	Inter - segment revenue			10,072		-		10,072		(10,072)		-
	Revenue			9,041,180		4,740,132		13,781,312		18,970		13,800,282
	Depreciation and amortization			(310,216)		(175,504)		(485,720)		(117,176)		(602,896)
	Operating Income			1,615,348		809,269		2,424,617		(206,044)		2,218,573
	Income (loss) from equity method investees			23,408		919		24,327		(6,885)		17,442
	Segment assets(1)			14,170,453		5,892,477		20,062,930		2,263,068		22,325,998
		thereof investments in equity method investees		266,521		378,626		645,147		(7,774)		637,373
	Capital expenditures, acquisitions and investments (2)			2,147,522		230,888		2,378,410		175,808		2,554,218
2011
	Net revenue external customers		$	7,925,472	$	4,627,950	$	12,553,422	$	17,093	$	12,570,515
	Inter - segment revenue			9,196		-		9,196		(9,196)		-
	Revenue			7,934,668		4,627,950		12,562,618		7,897		12,570,515
	Depreciation and amortization			(269,055)		(173,600)		(442,655)		(114,628)		(557,283)
	Operating Income			1,435,450		807,437		2,242,887		(167,995)		2,074,892
	Income (loss) from equity method investees			32,387		69		32,456		(1,497)		30,959
	Segment assets(3)			11,761,777		5,589,421		17,351,198		2,181,652		19,532,850
		thereof investments in equity method investees		322,990		370,447		693,437		(1,412)		692,025
	Capital expenditures, acquisitions and investments (4)			1,055,183		1,161,825		2,217,008		166,176		2,383,184
2010
	Net revenue external customers		$	7,920,441	$	3,923,301	$	11,843,742	$	452	$	11,844,194
	Inter - segment revenue			5,419		-		5,419		(5,419)		-
	Revenue			7,925,860		3,923,301		11,849,161		(4,967)		11,844,194
	Depreciation and amortization			(254,205)		(148,852)		(403,057)		(100,167)		(503,224)
	Operating Income			1,385,651		677,630		2,063,281		(139,476)		1,923,805
	Income (loss) from equity method investees			8,753		196		8,949		-		8,949
	Segment assets			11,720,495		4,787,479		16,507,974		586,687		17,094,661
		thereof investments in equity method investees		243,452		6,921		250,373		-		250,373
	Capital expenditures, acquisitions and investments (5)			448,327		559,774		1,008,101		279,866		1,287,967
(1) If production were still managed within the segments, as it was in 2010, segment assets would have been $15,261,647 in North America, $6,631,674 in International and $432,677 in Corporate in 2012.
(2) North America and International acquisitions exclude $484,699 and $6,624, respectively, of non-cash acquisitions and investments for 2012.
(3) If production were still managed within the segments, as it was in 2010, segment assets would have been $12,805,094 in North America, $6,212,698 in International and $515,058 in Corporate in 2011.
(4) North America and International acquisitions exclude $6,000 and $225,034, respectively, of non-cash acquisitions and investments for 2011.
(5) North America, International and Corporate acquisitions exclude $122,847, $32,935 and $2,125, respectively, of non-cash acquisitions and investments for 2010.

XML

Stock Options (Tables)

12 Months Ended

Dec. 31, 2012

Stock Options (Tables) [Abstract]

Schedule of share-based compensation arrangements by share-based payment award

				Weighted	Weighted
				average	average
			Options	exercise	exercise
			(in thousands)	price	price
Stock options for ordinary shares				€	$
	Balance at December 31, 2011		12,025	37.24	49.13
		Granted	2,166	57.15	75.41
		Exercised	2,575	30.62	40.40
		Forfeited	469	36.66	48.37
	Balance at December 31, 2012		11,147	42.66	56.29
Stock options for preference shares
	Balance at December 31, 2011		49	18.64	24.59
		Exercised	8	15.57	20.54
		Forfeited	3	18.64	24.59
	Balance at December 31, 2012		38	19.26	25.41

Schedule of fully vested options outstanding and exerciseable

Fully Vested Outstanding and Exercisable Options
		Weighted
		average	Weighted	Weighted
	Number	remaining	average	average	Aggregate	Aggregate
	of	contractual	exercise	exercise	intrinsic	intrinsic
	Options	life in years	price	price	value	value
	(in thousands)		€	US$	€	US$
Options for preference shares	38	1.89	19.26	25.41	865	1,141
Options for ordinary shares	4,389	2.42	31.26	41.25	92,368	121,870

Schedule of stock options fair value assumptions

	2012	2011
Expected dividend yield	1.61%	1.62%
Risk-free interest rate	1.09%	2.55%
Expected volatility	22.20%	22.22%
Expected life of options	8 years	8 years
Weighted average exercise price (in €)	57.15	52.45
Weighted average exercise price (in US-$)	75.41	67.87

XML

Employee Benefit Plans (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012 Equity Funds [Member]	Dec. 31, 2011 Equity Funds [Member]	Dec. 31, 2012 Government Bonds [Member]	Dec. 31, 2011 Government Bonds [Member]	Dec. 31, 2012 All Other Corporate Bonds [Member]	Dec. 31, 2011 All Other Corporate Bonds [Member]	Dec. 31, 2012 Other Bonds [Member]	Dec. 31, 2011 Other Bonds [Member]	Dec. 31, 2012 U S Treasury Money Market Funds [Member]	Dec. 31, 2011 U S Treasury Money Market Funds [Member]	Dec. 31, 2012 Cash Money Market And Mutual Funds [Member]	Dec. 31, 2011 Cash Money Market And Mutual Funds [Member]	Dec. 31, 2011 U S Bonds [Member]	Dec. 31, 2012 Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2011 Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2012 Fair Value, Inputs, Level 1 [Member] Government Bonds [Member]	Dec. 31, 2011 Fair Value, Inputs, Level 1 [Member] Government Bonds [Member]	Dec. 31, 2012 Fair Value, Inputs, Level 1 [Member] U S Treasury Money Market Funds [Member]	Dec. 31, 2011 Fair Value, Inputs, Level 1 [Member] U S Treasury Money Market Funds [Member]	Dec. 31, 2012 Fair Value, Inputs, Level 1 [Member] Cash Money Market And Mutual Funds [Member]	Dec. 31, 2011 Fair Value, Inputs, Level 1 [Member] Cash Money Market And Mutual Funds [Member]	Dec. 31, 2012 Significant Observable Inputs (Level 2)	Dec. 31, 2011 Significant Observable Inputs (Level 2)	Dec. 31, 2012 Significant Observable Inputs (Level 2) Equity Funds [Member]	Dec. 31, 2011 Significant Observable Inputs (Level 2) Equity Funds [Member]	Dec. 31, 2012 Significant Observable Inputs (Level 2) Government Bonds [Member]	Dec. 31, 2011 Significant Observable Inputs (Level 2) Government Bonds [Member]	Dec. 31, 2012 Significant Observable Inputs (Level 2) All Other Corporate Bonds [Member]	Dec. 31, 2011 Significant Observable Inputs (Level 2) All Other Corporate Bonds [Member]	Dec. 31, 2012 Significant Observable Inputs (Level 2) Other Bonds [Member]	Dec. 31, 2011 Significant Observable Inputs (Level 2) Other Bonds [Member]
Fair Value Measurements By Level [Line Items]
Equity investments		$ 58,511	$ 55,538																						$ 58,511	$ 55,538
Fixed income investments				9,859	6,612	152,332	143,782	457	483	2,975	6,600						8,504	5,025	2,975	6,600							1,355	1,587	152,332	143,782	457	483
Other types of investments												4,259	5,975								4,259	5,975
Total	$ 228,393													$ 218,990	$ 15,738	$ 17,600							$ 212,655	$ 201,390
Defined Benefit Plan, Information about Plan Assets [Abstract]
Investment policy	The Company´s overall investment strategy is to achieve a mix of approximately 98% of investments for long-term growth and 2% for near-term benefit payments with a wide diversification of asset types, fund strategies and fund managers.

XML

The Company and Basis of Presentation (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Variable Interest Entity [Line Items]
Trade accounts receivable	$ 3,019,424	$ 2,798,318
Other current assets	476,147	414,612
Goodwill	11,421,889	9,186,650	159,949
Equity	8,942,506	7,901,552
Revenue	13,800,282	12,570,515	11,844,194
Funding provided to VIEs through loans and accounts receivable	0	147,900	110,600
Nature of activity with the VIEs	The Company entered into various arrangements with certain dialysis clinics and a dialysis product distributor to provide management services, financing and product supply. The dialysis clinics and the dialysis product distributor have either negative equity or are unable to provide their own funding and operations. Therefore, the Company has agreed to fund their operations through loans. The compensation for the funding can carry interest, exclusive product supply agreements or the Company is entitled to a pro rata share of profits, if any, and has a right of first refusal in the event the owners sell the business or assets. These clinics and the dialysis product distributor are VIEs in which the Company has been determined to be the primary beneficiary and which therefore have been fully consolidated.
Interest Costs Incurred [Abstract]
Interest Costs, Capitalized During Period	0	3,784	5,918
Variable Interest Entity [Member]
Variable Interest Entity [Line Items]
Trade accounts receivable	85,458	73,172
Other current assets	58,329	65,576
Property, plant and equipment, intangible assets and other noncurrent assets	24,298	25,978
Goodwill	31,678	52,251
Accounts payable, accrued expenses and other liabilities	120,753	148,924
Noncurrent loans to related parties	12,998	13,000
Equity	66,013	55,053
Revenue	$ 0	$ 195,296	$ 132,697

XML

Income Taxes (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Reconciliation between the expected and actual income tax expense
Expected corporate income tax expense	$ 554,613	$ 506,121	$ 471,836
Tax free income [N]	(90,943)	(38,926)	(24,088)
Tax rate differentials	137,527	140,079	118,495
Non-deductible expenses	19,961	4,536	6,934
Taxes for prior year	22,420	144	11,994
Change in valuation allowance	(19,680)	5,544	(2,259)
Noncontrolling partnership interests [N]	(49,081)	(31,300)	(26,870)
Other	32,452	21,782	22,853
Tax portion of income from at equity investments	(2,133)	(6,883)	(550)
Income tax expense	$ 605,136	$ 601,097	$ 578,345
Effective tax rate	33.80%	35.20%	33.70%

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Sources Of Revenue (Tables)

12 Months Ended

Dec. 31, 2012

Patient Service Revenues by Payor

Patient Service Revenue

		2012		2011
Medicare ESRD program	$	4,029,773	$	3,391,339
Private/alternative payors		3,605,081		3,139,468
Medicaid and other government sources		474,520		429,010
Hospitals		400,791		377,316
Total patient service revenue	$	8,510,165	$	7,337,133

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The Company and Basis of Presentation (Policies)

12 Months Ended

Dec. 31, 2012

Significant Accounting Policies [Abstract]

Principles of Consolidation

a) Principles of Consolidation

The consolidated financial statements include the earnings of all companies in which the Company has legal or effective control. In addition, the Company consolidates variable interest entities (“VIEs”) for which it is deemed the primary beneficiary. In accordance with current accounting principles, the Company also consolidates certain clinics that it manages and financially controls. The equity method of accounting is used for investments in associated companies over which the Company has significant exercisable influence, even when the Company holds 50% or less of the common stock of the company.Noncontrolling interests represent the proportionate equity interests of owners in the Company's consolidated entities that are not wholly owned.Noncontrolling interests of recently acquired entities are valuated at fair value. All significant intercompany transactions and balances have been eliminated.

The Company has entered into various arrangements with certain dialysis clinics and a dialysis product distributor to provide management services, financing and product supply. The dialysis clinics and the dialysis product distributor have either negative equity or are unable to provide their own funding for their operations. Therefore, the Company has agreed to fund their operations through loans. The compensation for the funding can carry interest, exclusive product supply agreements, or entitle the Company to a pro rata share of profits, if any. The Company has a right of first refusal in the event the owners sell the business or assets. These clinics and the dialysis product distributor are VIEs in which the Company has been determined to be the primary beneficiary and which therefore have been fully consolidated. In the North America Segment, the Company has consolidated four new VIEs as a result of the acquisition of Liberty Dialysis Holdings, LLC (“LD Holdings”) in 2012. In the International Segment, one entity has ceased to be a VIE due to a change in the ownership structure.They generated approximately $194,278,$195,296 and$132,697in revenue in 2012, 2011, and 2010, respectively. The Company provided funding to these VIEs through loans and accounts receivable of $146,500 and $147,900 in 2012 and 2011, respectively. The table below shows the carrying amounts of the assets and liabilities of these VIEs at December 31, 2012 and 2011:

Cash and Cash Equivalents

b) Cash and Cash Equivalents

Cash and cash equivalents comprise cash funds and all short-term, liquid investments with original maturities of up to three months.

•  

Inventories

• Inventories

  Inventories are stated at the lower of cost (determined by using the average or first-in, first-out method) or market value (see Note 4). Costs included in inventories are based on invoiced costs and/or production costs or the marked to market valuation, as applicable. Included in production costs are material, direct labor and production overhead, including depreciation charges.

•  

Property, Plant and Equipment

• Property, Plant and Equipment

  Property, plant, and equipment are stated at cost less accumulated depreciation (see Note 6). Significant improvements are capitalized; repairs and maintenance costs that do not extend the useful lives of the assets are charged to expense as incurred. Property and equipment under capital leases are stated at the present value of future minimum lease payments at the inception of the lease, less accumulated depreciation. Depreciation on property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets ranging from 3 to 43years for buildings and improvements with a weighted average life of 12years and 3 to 15years for machinery and equipment with a weighted average life of 10years. Equipment held under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Internal use platform software that is integral to the computer equipment it supports is included in property, plant and equipment.The Company capitalizes interest on borrowed funds during construction periods. Interest capitalized during 2012, 2011, and 2010 was $3,952, $3,784and$5,918,respectively.

•  

Intangible Assets and Goodwill

• Intangible Assets and Goodwill

  Intangible assets such as non-compete agreements, technology, distribution rights, patents, licenses to treat, licenses to manufacture,distribute and sell pharmaceutical drugs, exclusive contracts and exclusive licenses,trade names, management contracts, application software, acute care agreements, lease agreements, and licenses acquired in a business combination are recognized and reported apart from goodwill (see Note 7).

  Goodwill and identifiable intangibles with indefinite useful lives are not amortized but tested for impairment annually or when an event becomes known that could trigger an impairment. The Company identified trade names and certain qualified management contracts as intangible assets with indefinite useful lives because, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which those assets are expected to generate net cash inflows for the Company. Intangible assets with finite useful lives are amortized over their respective useful lives to their residual values. The Company amortizes non-compete agreements over their useful life which in average is 8years. Technology is amortized over its useful life of 15years. Licenses to manufacture, distribute and sell pharmaceutical drugs, exclusive contracts and exclusive licenses are amortized over their useful life which in average is10years. All other intangible assets are amortized over their weighted average useful lives of 6years. The weighted average useful life of all amortizable intangible assets is 9years. Intangible assets with finite useful lives are evaluated for impairment when events have occurred that may give rise to an impairment.

  To perform the annual impairment test of goodwill, the Company identified its reporting units and determined their carrying value by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. One reporting unit was identified in the North America Segment. The International operating segment is divided into two reporting units (Europe and Latin America), while only one reporting unit exists in the operating segment Asia Pacific. For the purpose of goodwill impairment testing, all corporate assets are allocated to the reporting units.

  In a first step, the Company compares the fair value of a reporting unit to its carrying amount. Fair value is determined using estimated future cash flows for the unit discounted by an after-tax weighted average cost of capital (“WACC”) specific to that reporting unit. Estimating the future cash flows involves significant assumptions, especially regarding future reimbursement rates and sales prices, number of treatments, sales volumes and costs. In determining discounted cash flows, the Company utilizes for every reporting unit, its three-year budget, projections for years 4 to 10 and a representative growth rate for all remaining years. Projections for up to ten years are possible due to the stability of the Company's business which, results from the non-discretionary nature of the healthcare services we provide, the need for products utilized to provide such services and the availability of government reimbursement for a substantial portion of our services. The reporting units' respective expected growth rates for the period beyond ten years are: North America1%, Europe 0%, Latin America4%, and Asia Pacific 4%. The discount factor is determined by the WACC of the respective reporting unit. The Company's WACC consists of a basic rate of 5.79% for 2012. The basic rate is then adjusted by a country-specific risk rate and, if appropriate, by a factor to reflect higher risks associated with the cash flows from recent material acquisitions, until they are appropriately integrated, within each reporting unit. In 2012, WACCs for the reporting units ranged from 6.35% to 13.51%.

  In the case that the fair value of the reporting unit is less than its carrying value, a second step would be performed which compares the fair value of the reporting unit's goodwill to the carrying value of its goodwill. If the fair value of the goodwill is less than the carrying value, the difference is recorded as an impairment.

  To evaluate the recoverability of intangible assets with indefinite useful lives, the Company compares the fair values of intangible assets with their carrying values. An intangible asset's fair value is determined using a discounted cash flow approach or other methods, if appropriate.

•  

Derivative Financial Instruments

• Derivative Financial Instruments

  Derivative financial instruments which primarily include foreign currency forward contracts and interest rate swaps are recognized as assets or liabilities at fair value in the balance sheet (see Note 20). Changes in the fair value of derivative financial instruments classified as fair value hedges and in the corresponding underlyings are recognized periodically in earnings, while the effective portion of changes in fair value of cash flow hedges is recognized in accumulated other comprehensive income (loss) in shareholders' equity. The ineffective portion is recognized in current net earnings. The change in fair value of derivatives that do not qualify for hedge accounting are recorded in the income statement and usually offset the changes in value recorded in the income statement for the underlying asset or liability.

•  

Foreign Currency Translation

• Foreign Currency Translation

  For purposes of these consolidated financial statements, the U.S. dollar is the reporting currency. Substantially all assets and liabilities of the parent company and all non-U.S. subsidiaries are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates. Adjustments for foreign currency translation fluctuations are excluded from net earnings and are reported in accumulated other comprehensive income (loss). In addition, the translation adjustments of certain intercompany borrowings, which are considered foreign equity investments, are reported in accumulated other comprehensive income (loss).

•  

Revenue Recognition Policy

• Revenue Recognition and Allowance for Doubtful Accounts

  Revenue Recognition

  Dialysis care revenues are recognized on the date the patient receives treatment and includes amounts related to certain services, products and supplies utilized in providing such treatment. The patient is obligated to pay for dialysis care services at amounts estimated to be receivable based upon the Company's standard rates or at rates determined under reimbursement arrangements. In the U.S., these arrangements are generally with third party payors, like Medicare, Medicaid or commercial insurers. Outside the U.S., the reimbursement is usually made through national or local government programs with reimbursement rates established by statute or regulation.

  Dialysis product revenues are recognized upon transfer of title to the customer, either at the time of shipment, upon receipt or upon any other terms that clearly define passage of title. Product revenues are normally based upon pre-determined rates that are established by contractual arrangement.

  For both Dialysis Care and Dialysis Products, patients, third party payors and customers are billed at our standard rates net of contractual allowances, discounts or rebates to reflect the estimated amounts to be receivable from these payors.

  As of January 1, 2012, the Company adopted ASU 2011-07, Health Care Entities- Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts and as a result, services performed for patients where the collection of the billed amount or a portion of the billed amount cannot be determined at the time services are performed, the difference between the receivable recorded and the amount estimated to be collectible must be recorded as a provision and the expense is presented as a reduction of Dialysis Care revenues. The provision includes such items as amounts due from patients without adequate insurance coverage, and patient co-payment and deductible amounts due from patients with health care coverage. The Company bases the provision mainly on past collection history and reports it as “Patient service bad debt provision” on the Consolidated Statements of Income.

  A minor portion of International Segment product revenues is generated from arrangements which give the customer, typically a healthcare provider, the right to use dialysis machines. In the same contract the customer agrees to purchase the related treatment disposables at a price marked up from the standard price list. In this type of contract, FMC-AG & Co. KGaA does not recognize revenue upon delivery of the dialysis machine but recognizes revenue on the sale of disposables. In certain sales type leases, the contract is structured whereby ownership of the dialysis machine is transferred to the user upon installation of the dialysis machine at the customer site. In this type of contract, revenue is recognized in accordance with the accounting principles for sales type leases.

  Any tax assessed by a governmental authority that is incurred as a result of a revenue transaction (e.g. sales tax) is excluded from revenues and the related revenue is reported on a net basis.

  Allowance for doubtful accounts

  In North America for receivables generated from Dialysis Care, the accounting for the allowance for doubtful accounts is based on an analysis of collection experience and recognizing the differences between payors. The Company also performs an aging of accounts receivable which enables the review of each customer and their payment pattern. From time to time, accounts receivable are reviewed for changes from the historic collection experience to ensure the appropriateness of the allowances.

  The allowance for doubtful accounts in the International Segment and the North America products business are estimates comprised of customer specific evaluations regarding their payment history, current financial stability, and applicable country specific risks for receivables that are overdue more than one year. The changes in the allowance for these receivables are recorded in Selling, general and administrative as an expense.

•  

Income Taxes

• Income Taxes

  Current taxes are calculated based on the profit (loss) of the fiscal year and in accordance with local tax rules of the respective tax jurisdiction. Expected and executed additional tax payments and tax refunds for prior years are also taken into account.Benefits from income tax positions have been recognized only when it was more likely than not that the Company would be entitled to the economic benefits of the tax positions. The more likely than not threshold has been determined based on the technical merits that the position will sustain upon examination. If a tax position is not considered more likely than not to be sustained based solely on its technicalmerits, no benefits are recognized.

  The Company recognizes deferred tax assets and liabilities for future consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis as well as on consolidation procedures affecting net income, tax credits and tax loss carryforwards which are more likely than not to be utilized. Deferred tax assets and liabilities are measured using the respective countries enacted tax ratesto be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. In addition, the recognition of deferred tax assets considers the budget planning of the Company and implemented tax strategies. A valuation allowance is recorded to reduce the carrying amount of the deferred tax assets unless it is more likely than not that such assets will be realized (see Note 17).

  It is the Company's policy to recognize interest and penalties related to its tax positions as income tax expense.

•  

Impairment

• Impairment

  The Company reviews the carrying value of its long-lived assets or asset groups with definite useful lives to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying value of an asset to the future net cash flows directly associated with the asset. If assets are considered to be impaired, the impairment recognized is the amount by which the carrying value exceeds the fair value of the asset. The Company uses a discounted cash flow approach or other methods, if appropriate, to assess fair value.

  Long-lived assets to be disposed of by sale are reported at the lower of carrying value or fair value less cost to sell and depreciation is ceased. Long-lived assets to be disposed of other than by sale are considered to be held and used until disposal.

  For the Company's policy related to goodwill impairment, see 1e) above.

•  

Debt Issuance Costs

• Debt Issuance Costs

  Certain costs related to the issuance of debt are amortized over the term of the related obligation (see Note 10).

•  

Self-Insurance Programs

• Self-Insurance Programs

  Under the insurance programs for professional, product and general liability, auto liability and worker's compensation claims, the Company's largest subsidiary is partially self-insured for professional liability claims. For all other coverages, the Company assumes responsibility for incurred claims up to predetermined amounts above which third party insurance applies. Reported liabilities for the year represent estimated future payments of the anticipated expense for claims incurred (both reported and incurred but not reported) based on historical experience and existing claim activity. This experience includes both the rate of claims incidence (number) and claim severity (cost) and is combined with individual claim expectations to estimate the reported amounts.

•  

Concentration of Risk

• Concentration of Risk

  The Company is engaged in the manufacture and sale of products for all forms of kidney dialysis, principally to healthcare providers throughout the world, and in providing kidney dialysis treatment, clinical laboratory testing, and other medical ancillary services. The Company performs ongoing evaluations of its customers' financial condition and, generally, requires no collateral.

  Approximately 32%, 30%and 32% of the Company's worldwide revenues were earned and subject to regulations under Medicare and Medicaid, governmental healthcare programs administered by the United States government in 2012, 2011, and 2010, respectively.

  No single debtor other than U.S. Medicaid and Medicare accounted for more than 5% of total trade accounts receivable in any of these years. Trade accounts receivable in the International Segment are for a large part due from government or government-sponsored organizations that are established in the various countries within which we operate. Amounts pending approval from third party payors represent less than2% at December 31, 2012.

  See Note 4 for concentration of supplier risks.

•  

Legal Contingencies

• Legal Contingencies

  From time to time, during the ordinary course of the Company's operations, the Company is party to litigation and arbitration and is subject to investigations relating to various aspects of its business (see Note 19). The Company regularly analyzes current information about such claims for probable losses and provides accruals for such matters, including the estimated legal expenses and consulting services in connection with these matters, as appropriate. The Company utilizes its internal legal department as well as external resources for these assessments. In making the decision regarding the need for loss accrual, the Company considers the degree of probability of an unfavorable outcome and its ability to make a reasonable estimate of the amount of loss.

  The filing of a suit or formal assertion of a claim or assessment, or the disclosure of any such suit or assertion, does not necessarily indicate that accrual of a loss is appropriate.

•  

Earnings per Ordinary share and Preference share

• Earnings per Ordinary Share

  Basic earnings per ordinary share for all years presented has been calculated using the two-class method based upon the weighted average number of ordinary and preference shares outstanding. Basic earnings per share is computed by dividing net income less preference amounts by the weighted average number of ordinary shares and preference shares outstanding during the year. Diluted earnings per share include the effect of all potentially dilutive instruments on ordinary shares and preference shares that would have been outstanding during the year.

  The equity-settled awards granted under the Company's stock incentive plans (see Note 16), are potentially dilutive equity instruments.

•  

Employee Benefit Plans

• Employee Benefit Plans

  The Company recognizes the underfunded status of its defined benefit plans, measured as the difference between the fair value of the plan assets and the present value of the benefit obligation, as a liability. Changes in the funded status of a plan resulting from actuarial gains or losses and prior service costs or credits that are not recognized as components of the net periodic benefit cost are recognized through accumulated other comprehensive income, net of tax, in the year in which they occur. Actuarial gains or losses and prior service costs are subsequently recognized as components of net periodic benefit cost when realized. The Company uses December 31 as the measurement date when measuring the funded status of all plans.

  In the case of the Company's funded plan, the defined benefit obligation is offset against the fair value of plan assets. A pension liability is recognized in the balance sheet if the defined benefit obligation exceeds the fair value of plan assets. A pension asset is recognized (and reported under other assets in the balance sheet) if the fair value of plan assets exceeds the defined benefit obligation and if the Company has a right of reimbursement against the fund or a right to reduce future payments to the fund.

•  

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Operating Leases (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Operating Leases Future Minimum Payments Receivable (Details) [Abstract]
2012	$ 566,320
2013	506,512
2014	443,472
2015	375,843
2016	351,646
Thereafter	1,044,570
Total	$ 3,288,363

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Numerators:
Income attributable to the Company	$ 1,186,809	$ 1,071,154	$ 978,517
Less: Dividend preference on Preference shares	102	110	104
Income available to all classes of shares	$ 1,186,707	$ 1,071,044	$ 978,413
Denominators:
Weighted average number of ordinary shares outstanding	301,139,652	299,012,744	296,808,978
Weighted average number of preference shares outstanding	3,969,307	3,961,617	3,912,348
Total weighted average shares outstanding	305,108,959	302,974,361	300,721,326
Potentially dilutive Ordinary shares	1,761,064	1,795,743	1,311,042
Potentially dilutive Preference shares	16,851	20,184	35,481
Total weighted average Ordinary shares outstanding assuming dilution	302,900,716	300,808,487	298,120,020
Total weighted average Preference shares outstanding assuming dilution	3,986,158	3,981,801	3,947,829

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Business Segment Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Entity-Wide Information, Revenue from External Customer [Line Items]
Income (Loss) From Equity Method Investments	$ (17,442)	$ (30,959)	$ (8,949)
thereof investment in equity method investees	$ 637,373	$ 692,025

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Acquisition of Liberty Dialysis Holdings - Pro Forma (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
ProForma
Pro forma net revenue	$ 13,900,540	$ 13,215,111
Pro forma net income attributable to the shareholders of FMC-AG & co. KGaA	$ 1,054,872	$ 1,077,218

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Stock Options (Details 2)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected dividend yield	1.62%	1.98%
Risk - free interest rate	2.55%	2.28%
Expected volatility	22.22%	22.92%
Expected life of options	8	7

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Other Comprehensive Income (Loss) (Details 1 Calc 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Calculation
Other comprehensive income (loss), net of tax	$ (6,525)	$ (292,969)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	(16,099)
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax	13,979
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	63,803
Other Comprehensive Income Defined Benefit Plans Net Unamortized Gain Loss Arising During Period Net of Tax	(79,353)	(55,713)	(26,366)
Other Comprehensive Income Reclassification of Defined Benefit Plans Net Gain Loss Recognized in Net Periodic Benefit Cost Net of Tax	$ 11,145	$ 5,395	$ 3,220

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Financial Instruments (Details) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2012 EUR (€)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Dec. 31, 2012 Euro Notes [Member] USD ($)	Dec. 31, 2011 Euro Notes [Member] USD ($)	Dec. 31, 2012 Senior Notes [Member] USD ($)	Dec. 31, 2011 Senior Notes [Member] USD ($)	Dec. 31, 2012 Carrying Reported Amount Fair Value Disclosure [Member] USD ($)	Dec. 31, 2011 Carrying Reported Amount Fair Value Disclosure [Member] USD ($)	Dec. 31, 2012 Carrying Reported Amount Fair Value Disclosure [Member] Euro Notes [Member] USD ($)	Dec. 31, 2011 Carrying Reported Amount Fair Value Disclosure [Member] Euro Notes [Member] USD ($)	Dec. 31, 2012 Portion At Fair Value Fair Value Disclosure [Member] USD ($)	Dec. 31, 2011 Portion At Fair Value Fair Value Disclosure [Member] USD ($)	Dec. 31, 2012 Portion At Fair Value Fair Value Disclosure [Member] Euro Notes [Member] USD ($)	Dec. 31, 2011 Portion At Fair Value Fair Value Disclosure [Member] Euro Notes [Member] USD ($)
Assets:
Cash and cash equivalents	$ 688,040			$ 522,870	$ 301,225					$ 688,040	$ 457,292			$ 688,040	$ 457,292
Accounts receivable										3,157,233	2,909,326			3,157,233	2,909,326
Long-term notes receivable											234,490				233,514
Liabilities:
Accounts Payable										745,644	652,649			745,644	652,649
Short-term borrowings	117,850		98,801							117,850	98,801			117,850	98,801
Short-term borrowings from related parties	3,973		28,013							3,973	28,013			3,973	28,013
Long term debt, excluding Amended 2006 Senior Credit Agreement, Euro Notes and Senior Notes										721,928	1,147,208			721,928	1,147,208
Senior Credit Agreement										2,659,340	2,795,589			2,652,840	2,774,951
Senior Long Term Notes						51,951	258,780	4,743,442	2,883,009	4,743,442	2,883,009	51,951	258,780	5,296,325	2,989,307	54,574	265,655
Noncontrolling interests subject to put provisions	523,260		410,491							523,260	410,491			523,260
Notional amount of interest rate derivatives	$ 131,940	€ 100,000	$ 2,650,000
Reclassification from accumulated OCI into earnings, time estimate			258,780
The time period estimated for the anticipated transfer of interest expense into earnings	2,971	2,971
Maximum remaining maturity of interest rate cash flow hedges	46	46	1,278,764

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Other Comprehensive Income (Loss) (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Balance		$ (189,750)	$ (47,920)
Other comprehensive income before reclassifications	(31,649)	(299,252)	(150,675)
Amounts reclassified from Accumulated Other comprehensive income	(25,124)	(6,283)	(8,845)
Net current period other comprehensive income	(6,525)	(292,969)
Balance	(492,113)		(189,750)
Total FMC-AG and Co. KGaA [Member]
Balance	(485,767)	(194,045)	(49,724)
Other comprehensive income before reclassifications	(31,470)	(298,005)	(153,166)
Amounts reclassified from Accumulated Other comprehensive income	(25,124)	(6,283)
Net current period other comprehensive income	(6,346)	(291,722)	(144,321)
Balance	(492,113)	(485,767)	(194,045)
AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember
Balance	(136,221)	(74,804)	(67,008)
Other comprehensive income before reclassifications	(16,099)	(62,305)	(13,421)
Amounts reclassified from Accumulated Other comprehensive income	(13,979)	(888)	(5,625)
Net current period other comprehensive income	(2,120)	(61,417)	(7,796)
Balance	(138,341)	(136,221)	(74,804)
AccumulatedDefinedBenefitPlansAdjustmentMember
Balance	(111,215)	(60,897)	(37,751)
Other comprehensive income before reclassifications	(79,353)	(55,713)	(26,366)
Amounts reclassified from Accumulated Other comprehensive income	(11,145)	(5,395)	(3,220)
Net current period other comprehensive income	(68,208)	(50,318)	(23,146)
Balance	(179,423)	(111,215)	(60,897)
AccumulatedTranslationAdjustmentMember
Balance	(238,331)	(58,344)	55,035
Other comprehensive income before reclassifications	63,982	(179,987)	(113,379)
Net current period other comprehensive income	63,982	(179,987)	(113,379)
Balance	(174,349)	(238,331)	(58,344)
Noncontrolling interests not subject to put provisions [Member]
Balance	3,048	4,295	1,804
Other comprehensive income before reclassifications	(179)	(1,247)	2,491
Amounts reclassified from Accumulated Other comprehensive income			(8,845)
Net current period other comprehensive income	(179)	(1,247)	2,491
Balance	$ 2,869	$ 3,048	$ 4,295

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income before income taxes is attributable to the following geographic locations:
Germany	$ 263,651	$ 344,267	$ 303,954
United States	1,356,094	1,122,800	1,084,756
Other	312,368	311,292	255,031
Income before income taxes	1,932,113	1,778,359	1,643,741
Current:
Germany	52,862	67,484	100,635
United States	342,250	278,634	355,739
Other	139,136	106,087	101,206
Total income tax expense current	534,248	452,205	557,580
Deferred:
Germany	10,478	14,565	(16,479)
United States	98,200	139,282	52,648
Other	(37,790)	(4,955)	(15,404)
Total income tax expense deferred	70,888	148,892	20,765
Income tax expense	605,136	601,097	578,345
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Federal corporation income tax base rate	15.00%	15.00%	15.00%
Federal corporation income tax solidarity surcharge	5.50%	5.50%	5.50%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate	28.46%	28.71%	29.13%
German trade tax rate	12.64%	12.88%	13.30%
Deferred tax assets:
Accounts receivable, primarily due to allowance for doubtful accounts	5,847	5,943
Inventory, primarily due to additional costs capitalized for tax purposes, and inventory reserve accounts	45,771	42,824
Plant, equipment, intangible assets and other noncurrent assets, principally due to differences in depreciation and amortization	65,370	70,652
Accrued expenses and other liabilities for financial accounting purposes, not currently tax deductible	329,967	265,624
Net operating loss carryforwards, tax credit carryforwards and interest carryforwards	107,595	91,402
Derivatives	4,856	60,056
Stock-based compensation expense	24,758	24,191
Other	13,136	12,586
Total deferred tax assets	720,663	660,526
Less: valuation allowance [N]	(44,191)	(80,418)
Net deferred tax assets	676,472	580,108
Pensions	123,363	87,248
Deferred tax liabilities:
Accounts receivable	17,036	25,937
Inventory, primarily due to inventory reserve accounts for tax purposes	11,847	10,899
Accrued expenses and other liabilities for financial reporting purposes, not currently tax deductible	21,651	24,582
Plant, equipment and intangible assets, primarily due to differences in depreciation and amortization	748,271	616,430
Derivatives	2,202
Estimated future tax liabilities associtaed with earnings that are likely to be distributed in 2011 and following years		12,853
Undistributed earnings of foreign subsidiaries	4,289,651
German income tax on dividends and capital gains	1.40%
Unrecognized tax benefits (net of interest)
Beginning balance	184,829	375,900	410,016
Increases in unrecognized tax benefits prior periods	13,232	24,046	12,782
Decreases in unrecognized tax benefits prior periods	(5,913)	(24,897)	(11,429)
Increases in unrecognized tax benefits current period	17,903	16,157	13,588
Changes related to settlements with tax authorities	(16,763)	(217,484)	(34,410)
Reductions as a result of a lapse of the statute of limitations	0	(3,100)	(129)
Foreign currency translation	(9,090)	14,207	(14,518)
Ending balance	184,198	184,829	375,900
Unrecognized tax benefits which would affect the effective tax rate if recognized		162,010
Amount of potential reduction of unrecognized tax benefits		205,781
Estimated Reduction For Uncertain Tax Benefits In The Future	13,000
Valuation Allowance [Line Items]
Valuation allowance increase	8,619	8,302
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	277,281
Income Tax Examination [Line Items]
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority		37,000
Interest and penalties recognized		2,525
Accrual for tax related interest and penalties		60,705
Operating Loss Carryforwards Expiration In One Year [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	18,821
Operating Loss Carryforwards Expiration In Two Years [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	20,649
Operating Loss Carryforwards Expiration In Three Years [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	13,540
Operating Loss Carryforwards Expiration In Four Years [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	23,794
Operating Loss Carryforwards Expiration In Five Years [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	43,723
Operating Loss Carryforwards Expiration In Six Years [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	16,754
Operating Loss Carryforwards Expiration In Seven Years [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	18,313
Operating Loss Carryforwards Expiration In Eight Years [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	14,061
Operating Loss Carryforwards Expiration In Nine Years [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	8,052
Operating Loss Carryforwards Expiration In Ten Years And Thereafter [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	3,128
Operating Loss Carryforwards No Expiration Date [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 96,446

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Noncontrolling Interests Subject to Put Provisions (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2008
Noncontrolling Interests Subject To Put Provisions (Details) [Abstract]
Potential obligations under the put provisions	$ 523,260	$ 410,491
Temporary Equity [Line Items]
Noncontrolling interests subject to put provisions beginning balance	410,491
Dividends paid	(271,733)	(280,649)	(231,967)
Purchase (sale) of noncontrolling interests	59,787	3,789	11,032
Cash contributions from noncontrolling interests	(26,428)	(59,066)	(54,225)
Changes in fair value of noncontrolling interests	18,880	(86,233)	(24,222)
Net income attributable to noncontrolling interest	1,326,977	1,177,262	1,065,396
Other comprehensive income (loss), net of tax	(6,525)	(292,969)
Noncontrolling interests subject to put provisions ending balance	523,260	410,491
Put provisions exercisable	228,408
Noncontrolling interests subject to put provisions [Member]
Temporary Equity [Line Items]
Noncontrolling interests subject to put provisions beginning balance	410,491	279,709		231,303
Dividends paid	(114,536)	(43,104)	(38,964)
Purchase (sale) of noncontrolling interests	134,643	37,786	28,969
Cash contributions from noncontrolling interests	16,565	7,222	5,289
Changes in fair value of noncontrolling interests	(18,880)	86,233	24,222
Net income attributable to noncontrolling interest	94,718	42,857	28,839
Other comprehensive income (loss), net of tax	259	(212)
Noncontrolling interests subject to put provisions ending balance		$ 410,491	$ 279,709	$ 231,303

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Income Taxes

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Income Taxes

17. Income Taxes

Income before income taxes is attributable to the following geographic locations:

		2012		2011		2010
Germany	$	263,651	$	344,267	$	303,954
United States		1,356,094		1,122,800		1,084,756
Other		312,368		311,292		255,031
	$	1,932,113	$	1,778,359	$	1,643,741

Income tax expense (benefit) for the years ended December 31, 2012, 2011, and 2010, consisted of the following:

			2012		2011		2010
Current:
	Germany	$	52,862	$	67,484	$	100,635
	United States		342,250		278,634		355,739
	Other		139,136		106,087		101,206
			534,248		452,205		557,580
Deferred:
	Germany		10,478		14,565		(16,479)
	United States		98,200		139,282		52,648
	Other		(37,790)		(4,955)		(15,404)
			70,888		148,892		20,765
		$	605,136	$	601,097	$	578,345

In 2012, 2011 and 2010, the Company is subject to German federal corporation income tax at a base rate of 15% plus a solidarity surcharge of 5.5% on federal corporation taxes payable and a trade tax rate of 12.88%, 12.64% and 12.88% for the fiscal years ended December 31, 2012, 2011 and 2010, respectively.

A reconciliation between the expected and actual income tax expense is shown below. The expected corporate income tax expense is computed by applying the German corporation tax rate (including the solidarity surcharge) and the effective trade tax rate on income before income taxes. The respective combined tax rates are 28.71%, 28.46% and 28.71% for the fiscal years ended December 31, 2012, 2011, and 2010, respectively.

	2012		2011		2010
Expected corporate income tax expense	$	554,613	$	506,121	$	471,836
Tax free income		(90,943)		(38,926)		(24,088)
Income from at equity investments		(2,133)		(6,883)		(550)
Tax rate differentials		137,527		140,079		118,495
Non-deductible expenses		19,961		4,536		6,934
Taxes for prior years		22,420		144		11,994
Change in valuation allowance		(19,680)		5,544		(2,259)
Noncontrolling partnership interests		(49,081)		(31,300)		(26,870)
Other		32,452		21,782		22,853
Actual income tax expense	$	605,136	$	601,097	$	578,345
Effective tax rate		31.3%		33.8%		35.2%

The tax effects of the temporary differences that give rise to deferred tax assets and liabilities at December 31, 2012 and 2011, are presented below:

		2012		2011
Deferred tax assets:
Accounts receivable	$	5,847	$	5,943
Inventory		45,771		42,824
Property, plant and equipment, intangible and other non-current assets		65,370		70,652
Accrued expenses and other liabilities		329,967		265,624
Pensions		123,363		87,248
Net operating loss carryforwards, tax credit carryforwards and interest carryforwards		107,595		91,402
Derivatives		4,856		60,056
Stock-based compensation		24,758		24,191
Other		13,136		12,586
Total deferred tax assets	$	720,663	$	660,526
Less: valuation allowance		(44,191)		(80,418)
Net deferred tax assets	$	676,472	$	580,108
Deferred tax liabilities:
Accounts receivable	$	17,036	$	25,937
Inventory		11,847		10,899
Property, plant and equipment, intangible and other non-current assets		748,271		616,430
Accrued expenses and other liabilities		21,651		24,582
Derivatives		2,202		-
Other		128,403		103,107
Total deferred tax liabilities		929,410		780,955
Net deferred tax assets (liabilities)	$	(252,938)	$	(200,847)

The valuation allowance decreasedby $36,227in 2012 and increased by $8,619in 2011.

The expiration of net operating losses is as follows:

2013	$	18,821
2014		20,649
2015		13,540
2016		23,794
2017		43,723
2018		16,754
2019		18,313
2020		14,061
2021		8,052
2022 and thereafter		3,128
Without expiration date		96,446
Total	$	277,281

In assessing the realizability of deferred taxes, management considers whether it is more-likely-than-not that some portion or all of a deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more-likely-than-not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2012.

The Company provides for income taxes and foreign withholding taxes on the cumulative earnings of foreign subsidiaries that will not be reinvested. At December 31, 2012, the Company provided for $15,562 of deferred tax liabilities associated with earnings that are likely to be distributed in 2013 and the following years. Provision has not been made for additional taxes on $5,354,484 undistributed earnings of foreign subsidiaries as these earnings are considered permanently reinvested. The earnings could become subject to additional tax if remitted or deemed remitted as dividends; however calculation of such additional tax is not practical. These taxes would predominantly comprise foreign withholding tax on dividends of foreign subsidiaries, and German income tax of approx 1.4 percent on all dividends and capital gains.

FMC-AG & Co. KGaA companies are subject to tax audits in Germany and the U.S. on a regular basis and on-going tax audits in other jurisdictions.

In Germany, the tax years 2002 until 2009 are currently under audit by the tax authorities. The Company recognized and recorded the current proposed adjustments of this audit period in the financial statements. All proposed adjustments are deemed immaterial. Fiscal years 2010, 2011 and 2012 are open to audit.

In the U.S., the Company filed claims for refunds contesting the Internal Revenue Service's (“IRS”) disallowance of FMCH's civil settlement payment deductions taken by FMCH in prior year tax returns. As a result of a settlement agreement with the IRS, the Company received a partial refund in September 2008 of $37,000, inclusive of interest and preserved the right to pursue claims in the United States Courts for refunds of all other disallowed deductions, which totaled approximately $126,000. On December 22, 2008, the Company filed a complaint for complete refund in the United States District Court for the District of Massachusetts, styled as Fresenius Medical Care Holdings, Inc. v. United States. On August 15, 2012, a jury entered a verdict for FMCH granting additional deductions of $95,000. The District Court is now considering post trial motions by the IRS to set aside the verdict and the terms of the judgment to be entered against the United Statesto reflect the amount of the tax refund due to FMCH.

In the U.S., the tax years 2009 and 2010 are currently under audit by the tax authorities.Fiscal years 2011 and 2012 are open to audit. FMCH is also subject to audit in various state jurisdictions. A number of these audits are in progress and various years are open to audit in various state jurisdictions. All expected results for both federal and state income tax audits have been recognized in the financial statements.

Subsidiaries of FMC-AG & Co. KGaA in a number of countries outside of Germany and the U.S. are also subject to tax audits. The Company estimates that the effects of such tax audits are not material to these consolidated financial statements.

The following table shows the reconciliation of the beginning and ending amounts of unrecognized tax benefits:

Unrecognized tax benefits (net of interest)		2012		2011		2010
Balance at January 1,	$	184,829	$	375,900	$	410,016
Increases in unrecognized tax benefits prior periods		13,232		24,046		12,782
Decreases in unrecognized tax benefits prior periods		(5,913)		(24,897)		(11,429)
Increases in unrecognized tax benefits current period		17,903		16,157		13,588
Changes related to settlements with tax authorities		(16,763)		(217,484)		(34,410)
Reductions as a result of a lapse of the statute of limitations		-		(3,100)		(129)
Foreign currency translation		(9,090)		14,207		(14,518)
Balance at December 31,	$	184,198	$	184,829	$	375,900

Included in the balance at December 31, 2012are $160,780of unrecognized tax benefits which would affect the effective tax rate if recognized. The Company is currently not in a position to forecast the timing and magnitude of changes in other unrecognized tax benefits.

During the year ended December 31, 2012 the Company recognized a benefit of $24,718 in interest and penalties. The Company had a total accrual of $33,749oftax related interest and penalties at December 31, 2012

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Operating Leases (Tables)

12 Months Ended

Dec. 31, 2012

Operating Leases (Tables) [Abstract]

Schedule of the future minimum lease payments due

2013	$	566,320
2014		506,512
2015		443,472
2016		375,843
2017		351,646
Thereafter		1,044,570
		3,288,363

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Short-term Borrowings, Other Finanacial Liabilties and Short-term Borrowings from Related Parties (Tables)

12 Months Ended

Dec. 31, 2012

Short Term Debt (Tables) [Abstract]

Schedule of Short-term debt

	2012		2011
Borrowings under lines of credit	$	117,850	$	91,899
Other financial liabilities		-		6,902
Short-term borrowings and other financial liabilities		117,850		98,801
Short-term borrowings from related parties (see Note 3.c.)		3,973		28,013
Short-term borrowings, Other financial liabilities and Short-term borrowings from related parties	$	121,823	$	126,814

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Stock Options (Details 1) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2012 Common Stock, No par value [Member] USD ($)	Dec. 31, 2012 Common Stock, No par value [Member] EUR (€)	Dec. 31, 2012 Preferred Stock, No par value [Member] USD ($)	Dec. 31, 2012 Preferred Stock, No par value [Member] EUR (€)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Stock options beginning balance				12,024,817	12,024,817
Awards granted		2,817,879	2,585,196
Options forfeited	$ 50,687	$ 50,921	$ 28,170
Share Based Compensation Arrangement By Share Based Payment Awards Option Vested And Expected To Vest [LineItems]
Number of options				4,389	4,389	38,000	38,000
Weighted average remaining contractual life in years				2.42	2.42	1.89	1.89
Aggregate intrinsic value				121,870	92,368	1,141	865
Unrecognized compensation costs related to non-vested options	51,096
Total compensation cost not yet recognized, period for recognition	1.9
Cash received from exercise of stock options	81,883	96,204	64,271
Intrinsic value of options exercised	50,687	50,921	28,170
Tax benefit received from exercise of stock options	$ 13,010	$ 13,313	$ 8,123

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Inventories (Tables)

12 Months Ended

Dec. 31, 2012

Inventories (Tables) [Abstract]

Inventory Disclosure Tables [Text Block]

			2012		2011
Finished goods		$	627,338	$	610,569
Raw materials and purchased components			171,373		163,030
Health care supplies			154,840		133,769
Work in process			83,258		60,128
	Inventories	$	1,036,809	$	967,496

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Other Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2012

Other Comprehensive Income (Tables) [Abstract]

Schedule of components of comrehensive income

		Pretax		Tax effect		Net, before non-controlling interests		Non-controlling interests		Other comprehensive income (loss), net of tax
Year ended December 31, 2010
Other comprehensive income (loss) relating to cash flow hedges:
	Changes in fair value of cash flow hedges during the period	$	(15,662)	$	2,241	$	(13,421)	$	-	$	(13,421)
	Reclassification adjustments		7,553		(1,928)		5,625		-		5,625
Total other comprehensive income (loss) relating to cash flow hedges			(8,109)		313		(7,796)		-		(7,796)
Foreign-currency translation adjustment			(113,379)		-		(113,379)		2,491		(110,888)
Defined benefit pension plans:
	Actuarial (loss) gain on defined benefit pension plans		(40,967)		14,601		(26,366)		-		(26,366)
	Reclassification adjustments		5,313		(2,093)		3,220		-		3,220
Total other comprehensive income (loss) relating to defined benefit pension plans			(35,654)		12,508		(23,146)		-		(23,146)
Other comprehensive income (loss)		$	(157,142)	$	12,821	$	(144,321)	$	2,491	$	(141,830)
Year ended December 31, 2011
Other comprehensive income (loss) relating to cash flow hedges:
	Changes in fair value of cash flow hedges during the period	$	(104,130)	$	41,825	$	(62,305)	$	-	$	(62,305)
	Reclassification adjustments		1,684		(796)		888		-		888
Total other comprehensive income (loss) relating to cash flow hedges			(102,446)		41,029		(61,417)		-		(61,417)
Foreign-currency translation adjustment			(179,987)		-		(179,987)		(1,247)		(181,234)
Defined benefit pension plans:
	Actuarial (loss) gain on defined benefit pension plans		(90,643)		34,930		(55,713)		-		(55,713)
	Reclassification adjustments		8,737		(3,342)		5,395		-		5,395
Total other comprehensive income (loss) relating to defined benefit pension plans			(81,906)		31,588		(50,318)		-		(50,318)
Other comprehensive income (loss)		$	(364,339)	$	72,617	$	(291,722)	$	(1,247)	$	(292,969)
Year ended December 31, 2012
Other comprehensive income (loss) relating to cash flow hedges:
	Changes in fair value of cash flow hedges during the period	$	5,072	$	(21,171)	$	(16,099)	$	-	$	(16,099)
	Reclassification adjustments		18,947		(4,968)		13,979		-		13,979
Total other comprehensive income (loss) relating to cash flow hedges			24,019		(26,139)		(2,120)		-		(2,120)
Foreign-currency translation adjustment			63,982		-		63,982		(179)		63,803
Defined benefit pension plans:
	Actuarial (loss) gain on defined benefit pension plans		(121,512)		42,159		(79,353)		-		(79,353)
	Reclassification adjustments		18,334		(7,189)		11,145		-		11,145
Total other comprehensive income (loss) relating to defined benefit pension plans			(103,178)		34,970		(68,208)		-		(68,208)
Other comprehensive income (loss)		$	(15,177)	$	8,831	$	(6,346)	$	(179)	$	(6,525)

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Employee Benefit Plans (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]
Pension Contributions	$ 4,604
Expected Funding for 2012	10,307
Change in benefit obligations
Service cost	10,704	10,625	7,982
Interest cost	26,194	24,822	22,615
Actuarial (gain) loss	122,800	69,769
Benefits paid	(21,883)	(11,797)
Change in plan assets
Fair value of plan assets at end of year	218,990	232,325
Actual return on plan assets	18,356	(4,174)
Employer contributions	10,804	556
Benefits paid, fair value	(19,757)	(9,717)
Fair value of plan assets at end of year	228,393	218,990	232,325
Amounts recognized in consolidated balance sheets
Pension liabilities, current	3,693	3,262
Pension liabilities, noncurrent	423,361	290,493
Pension plan with an accumulated benefit obliagation in excess of plan assets
Accumulated benefit obligation for all defined benefit plans	616,572	486,143
Accumulated benefit obligation for all defined benefit plans with an obligation in excess of plan assets	$ 616,572	$ 486,143

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Prepaid Expenses and Other Current Assets (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Prepaid Expenses And Other Current Assets (Details) [Abstract]
Rebates		$ 185,152
Taxes Refundable		180,721
Derivatives	31,235	60,877
Payments on account	35,660	40,476
Prepaid rent	44,894	39,468
Leases receivable	46,198	38,175
Other	476,147	414,612
Prepaid insurance	24,803	14,163
Prepaid Deposit	20,903	16,538
Prepaid royalties	47,137	45,184
Total prepaid expenses and other current assets	$ 937,761	$ 1,035,366

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Earning Per Share (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Share (Tables) [Abstract]

Schedule of Earning per Share

		2012		2011		2010
Numerators:
Net income attributable to shareholders of FMC-AG & Co. KGaA		$	1,186,809	$	1,071,154	$	978,517
less:
	Dividend preference on Preference shares		102		110		104
Income available to all classes of shares		$	1,186,707	$	1,071,044	$	978,413
Denominators:
Weighted average number of:
Ordinary shares outstanding			301,139,652		299,012,744		296,808,978
Preference shares outstanding			3,969,307		3,961,617		3,912,348
Total weighted average shares outstanding			305,108,959		302,974,361		300,721,326
Potentially dilutive Ordinary shares			1,761,064		1,795,743		1,311,042
Potentially dilutive Preference shares			16,851		20,184		35,481
Total weighted average Ordinary shares outstanding assuming dilution			302,900,716		300,808,487		298,120,020
Total weighted average Preference shares outstanding assuming dilution			3,986,158		3,981,801		3,947,829
Basic income per Ordinary share		$	3.89	$	3.54	$	3.25
Fully diluted income per Ordinary share		$	3.87	$	3.51	$	3.24

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Acquisition of Liberty Dialysis Holdings

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Acquisition of Liberty Dialysis Holdings

Assets held for sale		$	164,068
Trade accounts receivable			156,443
Other current assets			20,488
Deferred tax assets			14,932
Property, plant and equipment			167,360
Intangible assets and other assets			84,056
Goodwill			1,999,862
Accounts payable, accrued expenses and other current liabilities			(116,153)
Income tax payable and deferred taxes			(42,697)
Short-term borrowings, other financial liabilities, long-term debt and capital lease obligations			(72,101)
Other liabilities			(29,800)
Noncontrolling interests (subject and not subject to put provisions)			(165,100)
Total acquisition cost		$	2,181,358
Less non-cash contributions at fair value
	Investment at acquisition date		(201,915)
	Long-term Notes Receivable		(282,784)
Total non-cash items			(484,699)
Net Cash paid		$	1,696,659

The fair valuation of the Company's49% equity investment in Renal Advantage Partners, LLCat the time of the Liberty Acquisition resulted in a non-taxable gain of $139,600 and is presented in the separate line item “Investment Gain” in the Consolidated Statement of Income. The retirement of the loan receivable resulted in a gain of $8,501 which was recognized in interest income.

Divestitures

In connection with the Federal Trade Commission's consent order relating to the Liberty Acquisition, the Company agreed to divest a total of 62 renal dialysis centers. During the year ended December 31, 2012, 24 of the 61 clinics sold were FMC-AG & Co. KGaA clinics, which resulted in a $33,455 gain.

For the year ended December 31, 2012, the income tax expense related to the sale of these clinics of approximately $20,804 has been recorded in the line item “Income tax expense,” resulting in a net gain of approximately $12,651. The after-tax gain was offset by the after-tax effects of the costs associated with the Liberty Acquisition.

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Property, Plant and Equipment (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 532
Accumulated depreciation	(3,134,863)	(2,770,873)
Property, plant and equipment, net	2,940,603	2,629,701
Depreciation expense	515	479	433
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	54,775	53,147
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,257,002	1,975,839
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,470,972	3,060,132
Assets Held under Capital Leases [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	36,316	36,450
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 256,401	$ 275,006

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Long-term Debt and Capital Lease Obligations (Tables)

12 Months Ended

Dec. 31, 2012

Long Term Debt and Capital Lease Obligations (Tables) [Abstract]

Schedule of long-term debt

	2012		2011
2012 Credit Agreement and Amended 2006 Senior Credit Agreement	$	2,659,340	$	2,795,589
Senior Notes		4,743,442		2,883,009
Euro Notes		51,951		258,780
European Investment Bank Agreements		324,334		345,764
Accounts receivable facility		162,000		534,500
Capital lease obligations		15,618		17,993
Other(1)		219,976		248,951
		8,176,661		7,084,586
Less current maturities		(334,747)		(1,589,776)
	$	7,841,914	$	5,494,810
(1) As of Dec 31, 2012 this amount includes the non-current portion of a loan from Fresenius SE subsidiary of $56,174 which is due on May 23, 2014.

2006 Senior Credit Agreement Table

	Maximum Amount Available December 31, 2012(1)				Balance Outstanding December 31, 2012(1)
2012 Credit Agreement
Revolving Credit USD	$	600,000	$	600,000	$	59,340	$	59,340
Revolving Credit EUR	€	500,000	$	659,700	€	-	$	-
Term Loan A	$	2,600,000	$	2,600,000	$	2,600,000	$	2,600,000
			$	3,859,700			$	2,659,340
	Maximum Amount Available December 31, 2011				Balance Outstanding December 31, 2011
Amended 2006 Senior Credit Agreement
Revolving Credit	$			1,200,000	$			58,970
Term Loan A				1,215,000				1,215,000
Term Loan B				1,521,619				1,521,619
	$			3,936,619	$			2,795,589
(1) These amounts represent the maximum amount available under the 2012 Credit Agreement, which replaced the Amended 2006 Senior Credit Agreement on October 30, 2012. The 2012 Credit Agreement utilizes different tranches than the previous agreement and, as such, the tables are presented separately for increased clarity.

Schedule of senior notes

Issuer/Transaction	Face Amount		Maturity	Coupon	Book value
FMC Finance VI S.A. 2010/2016	€	250,000	July 15, 2016	5.50%	$	327,420
FMC Finance VIII S.A. 2011/2016(1)	€	100,000	October 15, 2016	3.71%	$	131,940
FMC US Finance, Inc. 2007/2017	$	500,000	July 15, 2017	6 7/8%	$	496,006
FMC Finance VIII S.A. 2011/2018	€	400,000	September 15, 2018	6.50%	$	521,834
FMC US Finance II, Inc. 2011/2018	$	400,000	September 15, 2018	6.50%	$	395,511
FMC US Finance II, Inc. 2012/2019	$	800,000	July 31, 2019	5.625%	$	800,000
FMC Finance VIII S.A. 2012/2019	€	250,000	July 31, 2019	5.25%	$	329,850
FMC US Finance, Inc. 2011/2021	$	650,000	February 15, 2021	5.75%	$	645,061
FMC Finance VII S.A. 2011/2021	€	300,000	February 15, 2021	5.25%	$	395,820
FMC US Finance II, Inc. 2012/2022	$	700,000	January 31, 2022	5.875%	$	700,000
					$	4,743,442
(1) This note carries a variable interest rate which was 3.71% at December 31, 2012.

Schedule of European Investment Bank Arrangement

		Balance outstanding
		December 31,
	Maturity	2012		2011
Revolving Credit	2013	$	90,812	$	115,812
Loan 2005	2013		48,806		48,806
Loan 2006	2014		118,746		116,451
Loan 2009	2014		65,970		64,695
		$	324,334	$	345,764

Long-term debt by maturity

2013	$	334,747
2014		529,065
2015		232,378
2016(a)		828,523
2017		2,461,714
Thereafter		3,812,012
	$	8,198,439
(a) The Company refinanced the A/R facility, which was set to mature on July 31, 2014, on January 17, 2013. The payments related to this facility will mature on January 15, 2016.

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Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Other Comprehensive Income (Loss)

21. Other Comprehensive Income (Loss)

The changes in the components of other comprehensive income (loss) for the years ended December 31, 2012, 2011, and 2010 are as follows:

		Pretax		Tax effect		Net, before non-controlling interests		Non-controlling interests		Other comprehensive income (loss), net of tax
Year ended December 31, 2010
Other comprehensive income (loss) relating to cash flow hedges:
	Changes in fair value of cash flow hedges during the period	$	(15,662)	$	2,241	$	(13,421)	$	-	$	(13,421)
	Reclassification adjustments		7,553		(1,928)		5,625		-		5,625
Total other comprehensive income (loss) relating to cash flow hedges			(8,109)		313		(7,796)		-		(7,796)
Foreign-currency translation adjustment			(113,379)		-		(113,379)		2,491		(110,888)
Defined benefit pension plans:
	Actuarial (loss) gain on defined benefit pension plans		(40,967)		14,601		(26,366)		-		(26,366)
	Reclassification adjustments		5,313		(2,093)		3,220		-		3,220
Total other comprehensive income (loss) relating to defined benefit pension plans			(35,654)		12,508		(23,146)		-		(23,146)
Other comprehensive income (loss)		$	(157,142)	$	12,821	$	(144,321)	$	2,491	$	(141,830)
Year ended December 31, 2011
Other comprehensive income (loss) relating to cash flow hedges:
	Changes in fair value of cash flow hedges during the period	$	(104,130)	$	41,825	$	(62,305)	$	-	$	(62,305)
	Reclassification adjustments		1,684		(796)		888		-		888
Total other comprehensive income (loss) relating to cash flow hedges			(102,446)		41,029		(61,417)		-		(61,417)
Foreign-currency translation adjustment			(179,987)		-		(179,987)		(1,247)		(181,234)
Defined benefit pension plans:
	Actuarial (loss) gain on defined benefit pension plans		(90,643)		34,930		(55,713)		-		(55,713)
	Reclassification adjustments		8,737		(3,342)		5,395		-		5,395
Total other comprehensive income (loss) relating to defined benefit pension plans			(81,906)		31,588		(50,318)		-		(50,318)
Other comprehensive income (loss)		$	(364,339)	$	72,617	$	(291,722)	$	(1,247)	$	(292,969)
Year ended December 31, 2012
Other comprehensive income (loss) relating to cash flow hedges:
	Changes in fair value of cash flow hedges during the period	$	5,072	$	(21,171)	$	(16,099)	$	-	$	(16,099)
	Reclassification adjustments		18,947		(4,968)		13,979		-		13,979
Total other comprehensive income (loss) relating to cash flow hedges			24,019		(26,139)		(2,120)		-		(2,120)
Foreign-currency translation adjustment			63,982		-		63,982		(179)		63,803
Defined benefit pension plans:
	Actuarial (loss) gain on defined benefit pension plans		(121,512)		42,159		(79,353)		-		(79,353)
	Reclassification adjustments		18,334		(7,189)		11,145		-		11,145
Total other comprehensive income (loss) relating to defined benefit pension plans			(103,178)		34,970		(68,208)		-		(68,208)
Other comprehensive income (loss)		$	(15,177)	$	8,831	$	(6,346)	$	(179)	$	(6,525)

Changes in Accumulated Other comprehensive income (loss) by Component for the years ended December 31, 2012, 2011, and 2010 are as follows:

		Gains and (losses) on cash flow hedges		Pension obligations		Foreign-currency translation adjustment		Total, before non-controlling interests		Non-controlling interests		Total
Balance January 1, 2010		$	(67,008)	$	(37,751)	$	55,035	$	(49,724)	$	1,804	$	(47,920)
	Other comprehensive income before reclassifications		(13,421)		(26,366)		(113,379)		(153,166)		2,491		(150,675)
	Amounts reclassified from Accumulated Other comprehensive income		5,625		3,220		-		8,845		-		8,845
Net current-period other comprehensive income			(7,796)		(23,146)		(113,379)		(144,321)		2,491		(141,830)
Balance December 31, 2010		$	(74,804)	$	(60,897)	$	(58,344)	$	(194,045)	$	4,295	$	(189,750)
	Other comprehensive income before reclassifications		(62,305)		(55,713)		(179,987)		(298,005)		(1,247)		(299,252)
	Amounts reclassified from Accumulated Other comprehensive income		888		5,395		-		6,283		-		6,283
Net current-period other comprehensive income			(61,417)		(50,318)		(179,987)		(291,722)		(1,247)		(292,969)
Balance December 31, 2011		$	(136,221)	$	(111,215)	$	(238,331)	$	(485,767)	$	3,048	$	(482,719)
	Other comprehensive income before reclassifications		(16,099)		(79,353)		63,982		(31,470)		(179)		(31,649)
	Amounts reclassified from Accumulated Other comprehensive income		13,979		11,145		-		25,124		-		25,124
Net current-period other comprehensive income			(2,120)		(68,208)		63,982		(6,346)		(179)		(6,525)
Balance December 31, 2012		$	(138,341)	$	(179,423)	$	(174,349)	$	(492,113)	$	2,869	$	(489,244)

Reclassifications out of Accumulated Other comprehensive incomefor the years ended December 31, 2012, 2011, and 2010are as follows:

			2012	2011		2010		Affected Line Item in the Statement Where Net Income is Presented
Details about Accumulated Other comprehensive income Components		Amount of (Gain) or Loss Reclassified from Accumulated Other comprehensive income
(Gains) and losses on cash flow hedges
	Interest rate contracts	$	23,779	$	5,946	$	-	Interest income/expense
	foreign exchange contracts		(5,414)		(4,262)		7,553	Costs of Revenue
	foreign exchange contracts		582		-		-	Interest income/expense
			18,947		1,684		7,553	Total before tax
			(4,968)		(796)		(1,928)	Tax expense or benefit
		$	13,979	$	888	$	5,625	Net of tax
Amortization of defined benefit pension items
	Actuarial (gains)/losses	$	18,334	$	8,737	$	5,313	(a)
			18,334		8,737		5,313	Total before tax
			(7,189)		(3,342)		(2,093)	Tax expense or benefit
		$	11,145	$	5,395	$	3,220	Net of tax
Total reclassifications for the period		$	25,124	$	6,283	$	8,845	Net of tax
(a) These Accumulated Other comprehensive income Components are included in the computation of net periodic pension cost (see pension footnote for additional details).

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Financial Instruments

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Notes to Consolidated Financial Statements [Abstract]

Financial Instruments

20. Financial Instruments

As a global supplier of dialysis services and products in more than 120 countries throughout the world, the Company is faced with a concentration of credit risks due to the nature of the reimbursement systems which are often provided by the governments of the countries in which the Company operates. Changes in reimbursement rates or the scope of coverage could have a material adverse effect on the Company's business, financial condition and results of operations and thus on its capacity to generate cash flow.

Non-derivative Financial Instruments

The following table presents the carrying amounts and fair values of the Company's non-derivative financial instruments at December 31, 2012, and December 31, 2011.

				2012				2011
		Fair Value		Carrying		Fair		Carrying		Fair
		Hierarchy		Amount		Value		Amount		Value
Assets
	Cash and cash equivalents	1	$	688,040	$	688,040	$	457,292	$	457,292
	Accounts Receivable	2		3,157,233		3,157,233		2,909,326		2,909,326
	Long-term Notes Receivable(1)	3		-		-		234,490		233,514
Liabilities
	Accounts payable	2		745,644		745,644		652,649		652,649
	Short-term borrowings	2		117,850		117,850		98,801		98,801
	Short-term borrowings from related parties	2		3,973		3,973		28,013		28,013
	Long term debt, excluding Amended 2006 Senior Credit Agreement, Euro Notes and Senior Notes(2)	2		721,928		721,928		1,147,208		1,147,208
	Credit Agreement 2012 and 2006	2		2,659,340		2,652,840		2,795,589		2,774,951
	Senior Notes	2		4,743,442		5,296,325		2,883,009		2,989,307
	Euro Notes	2		51,951		54,574		258,780		265,655
	Noncontrolling interests subject to put provisions	3		523,260		523,260		410,491		410,491
(1) As of February 28, 2012, the loan to Renal Advantage Partners LLC and Liberty Dialysis, Inc. has been retired.
(2) This amount includes the non-current portion of a loan from a Fresenius SE subsidiary of $56,174 which is due on May 23, 2014 (see Note 3c "Related Party Transaction").

The carrying amounts in the table are included in the consolidated balance sheet under the indicated captions or in the case of long-term debt, in the captions shown in Note 10.

The significant methods and assumptions used in estimating the fair values of non-derivative financial instruments are as follows:

Cash and cash equivalents are stated at nominal value which equals the fair value.

Short-term financial instruments such as accounts receivable, accounts payable and short-term borrowings are valued at their carrying amounts, which are reasonable estimates of the fair value due to the relatively short period to maturity of these instruments.

The valuation of long-term notes receivable was determined using significant unobservable inputs. They were valued using a constructed index based upon similar instruments with comparable credit ratings, terms, tenor, interest rates and that are within the Company's industry. The Company tracked the prices of the constructed index from the note issuance date to the reporting date to determine fair value.

The fair values of major long-term financial liabilities are calculated on the basis of market information. Instruments for which market quotes are available are measured using these quotes. The fair values of the other long-term financial liabilities are calculated at the present value of the respective future cash flows. To determine these present values, the prevailing interest rates and credit spreads for the Company as of the balance sheet date are used.

The valuation of noncontrolling interests subject to put provisions is determined using significant unobservable inputs. See Note 12 for a discussion of the Company's methodology for estimating the fair value of these noncontrolling interests subject to put obligations.

Currently, there is no indication that a decrease in the value of the Company's financing receivables is probable. Therefore, the allowances on credit losses of financing receivables are immaterial.

Derivative Financial Instruments

The Company is exposed to market risk from changes in foreign exchange rates and interest rates. In order to manage the risk of currency exchange rate and interest rate fluctuations, the Company enters into various hedging transactions by means of derivative instruments with highly rated financial institutions as authorized by the Company's General Partner. On a quarterly basis, the Company performs an assessment of its counterparty credit risk. The Company currently considers this risk to be low. The Company's policy, which has been consistently followed, is that financial derivatives be used only for the purpose of hedging foreign currency and interest rate exposure.

In certain instances, the Company enters into derivative contracts that do not qualify for hedge accounting but are utilized for economic purposes (“economic hedges”). The Company does not use financial instruments for trading purposes.

The Company established guidelines for risk assessment procedures and controls for the use of financial instruments. They include a clear segregation of duties with regard to execution on one side and administration, accounting and controlling on the other.

Foreign Exchange Risk Management

The Company conducts business on a global basis in various currencies, though a majority of its operations are in Germany and the United States. For financial reporting purposes, the Company has chosen the U.S. dollar as its reporting currency. Therefore, changes in the rate of exchange between the U.S. dollar and the local currencies in which the financial statements of the Company's international operations are maintained affect its results of operations and financial position as reported in its consolidated financial statements.

The Company's exposure to market risk for changes in foreign exchange rates relates to transactions such as sales and purchases. The Company has significant amounts of sales of products invoiced in euro from its European manufacturing facilities to its other international operations and, to a lesser extent, sales of products invoiced in other non-functional currencies. This exposes the subsidiaries to fluctuations in the rate of exchange between the euro and the currency in which their local operations are conducted. For the purpose of hedging existing and foreseeable foreign exchange transaction exposures the Company enters into foreign exchange forward contracts and, on a small scale, foreign exchange options. As of December 31, 2012 the Company had no foreign exchange options.

Changes in the fair value of the effective portion of foreign exchange forward contracts designated and qualifying as cash flow hedges of forecasted product purchases and sales are reported in accumulated other comprehensive income (loss) (“AOCI”). Additionally, in connection with intercompany loans in foreign currency, the Company uses foreign exchange swaps thus assuring that no foreign exchange risks arise from those loans, which, if they qualify for cash flow hedge accounting, are also reported in AOCI. These amounts recorded in AOCI are subsequently reclassified into earnings as a component of cost of revenues for those contracts that hedge product purchases or as an adjustment of interest income/expense for those contracts that hedge loans, in the same period in which the hedged transaction affects earnings. The notional amounts of foreign exchange contracts in place that are designated and qualify as cash flow hedges totaled $611,488 and $1,278,764 at December 31, 2012 and December 31, 2011, respectively.

The Company also enters into derivative contracts for forecasted product purchases and sales and for intercompany loans in foreign currency that do not qualify for hedge accounting but are utilized for economic hedges as defined above. In these cases, the change in value of the economic hedge is recorded in the income statement and usually offsets the change in value recorded in the income statement for the underlying asset or liability. The notional amounts of economic hedges that do not qualify for hedge accounting totaled $1,574,667 and $2,149,440 at December 31, 2012 and December 31, 2011, respectively.

Interest Rate Risk Management

The Company enters into derivatives, particularly interest rate swaps and to a certain extent, interest rate options, to protect against the risk of rising interest rates. These interest rate derivatives are designated as cash flow hedges and have been entered into in order to effectively convert payments based on variable interest rates into payments at a fixed interest rate. The euro-denominated interest rate swaps expire in 2016 and have an interest rate of 1.73%. Interest payable and receivable under the swap agreements is accrued and recorded as an adjustment to interest expense.

As of December 31, 2012 and December 31,2011, the notional amount of the euro-denominated interest rate swaps in place was €100,000 and €200,000($131,940 and $258,780 as of December 31, 2012 and December 31,2011, respectively). As of December 31, 2012 the Company had no U.S. dollar-denominated interest rate swaps and at December 31,2011 the notional amount was $2,650,000.

Derivative Financial Instruments Valuation

The following table shows the carrying amounts of the Company'sderivatives at December 31, 2012 and December 31, 2011.

			December 31, 2012				December 31, 2011
				Assets(2)		Liabilities(2)		Assets(2)		Liabilities(2)
Derivatives in cash flow hedging relationships (1)
	Current
		Foreign exchange contracts		7,839		(7,510)		4,117		(24,908)
		Interest rate contracts		-		-		-		(130,579)
	Non-current
		Foreign exchange contracts		942		(187)		742		(3,706)
		Interest rate contracts		-		(6,221)		-		(1,076)
Total			$	8,781	$	(13,918)	$	4,859	$	(160,269)
Derivatives not designated as hedging instruments (1)
	Current
		Foreign exchange contracts		23,396		(19,068)		56,760		(37,242)
	Non-current
		Foreign exchange contracts		132		(292)		1,382		(1,459)
Total			$	23,528	$	(19,360)	$	58,142	$	(38,701)
	(1) As of December 31, 2012 and December 31, 2011, the valuation of the Company's derivatives was determined using Significant Other Observable Inputs (Level 2) in accordance with the fair value hierarchy levels established in U.S. GAAP.
	(2) Derivative instruments are marked to market each reporting period resulting in carrying amounts being equal to fair values at the reporting date.

The carrying amounts for the current portion of derivatives indicated as assets in the table above are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets while the current portion of those indicated as liabilities are included in Accrued expenses and other current liabilities. The non-current portions indicated as assets or liabilities are included in the Consolidated Balance Sheets in Other assets or Other liabilities, respectively.

The significant methods and assumptions used in estimating the fair values of derivative financial instruments are as follows:

The fair value of interest rate swaps is calculated by discounting the future cash flows on the basis of the market interest rates applicable for the remaining term of the contract as of the balance sheet date. To determine the fair value of foreign exchange forward contracts, the contracted forward rate is compared to the current forward rate for the remaining term of the contract as of the balance sheet date. The result is then discounted on the basis of the market interest rates prevailing at the balance sheet date for the applicable currency.

The Company includes its own credit risk for financial instruments deemed liabilities and counterparty-credit risks for financial instruments deemed assets when measuring the fair value of derivative financial instruments.

The Effect of Derivatives on the Consolidated Financial Statements
		Amount of Gain or (Loss) Recognized in OCI on Derivatives			Location of (Gain) or Loss Reclassified from AOCI in Income			Amount of (Gain) or Loss Reclassified from AOCI in Income
Derivatives in Cash Flow Hedging Relationships
		(Effective Portion) for the year ended December 31,							(Effective Portion) for the year ended December 31,
		2012		2011	(Effective Portion)			2012			2011
Interest rate contracts	$	(16,762)	$	(80,678)	Interest income/expense		$	23,779		$	5,946
Foreign exchange contracts		21,834		(23,452)	Costs of Revenue			(5,414)			(4,262)
Foreign exchange contracts					Interest income/expense			582			-
	$	5,072	$	(104,130)			$	18,947		$	1,684
Derivatives not Designated as Hedging Instruments				Amount of (Gain) or Loss Recognized in Income on Derivatives for the year ended December 31,
		Location of (Gain) or Loss Recognized in Income on Derivatives
				2012		2011
Foreign exchange contracts		Selling, general and administrative expense
			$	(8,804)	$	(76,496)
Foreign exchange contracts		Interest income/expense		8,033		6,598
			$	(771)	$	(69,898)

For foreign exchange derivatives, the Company expects to recognize $2,971 of losses deferred in accumulated other comprehensive income at December 31, 2012, in earnings during the next twelve months.

The Company expects to incur additional interest expense of $20,640 over the next twelve months which is currently deferred in accumulated other comprehensive income. This amount reflects the projected amortization of the settlement amount of the terminated swaps and the current fair value of the additional interest payments resulting from the remaining interest rate swap maturing in 2016 at December 31, 2012.

As of December 31, 2012, the Company had foreign exchange derivatives with maturities of up to 35 months and interest rate swaps with maturities of up to 46 months.

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Acquisition of Liberty Dialysis Holdings (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Business Acquisition [Line Items]
Description of acquired entity	On February 28, 2012, the Company acquired 100% of the equity of Liberty Dialysis Holdings, Inc. (“LD Holdings”), the owner of Liberty Dialysis and owner of a 51% stake in Renal Advantage Partners, LLC (the “Liberty Acquisition”) and accounted for this transaction as a business combination, subject to finalization of the acquisition accounting which will be finalized when certain information arranged to be obtained has been received. LD Holdings mainly provides dialysis services in the United States through the 263 clinics it owns (the “Acquired Clinics”). As we expressly disclose in the Form 20-F (see Item 4B, “Information on the Company – Business Overview – Our Strategy and Competitive Strengths,”) it is part of our stated strategy to expand and complement our existing business through acquisitions. Generally, these acquisitions do not change our business model and are easy to integrate without disruption to our existing business, requiring little or no realignment of our structures. The Liberty Acquisition is consistent in this regard as it involves the acquisition of dialysis clinics, a business in which we are already engaged and, therefore, merely supplements our existing business. Total consideration for the Liberty Acquisition was $2,180,029, consisting of $1,695,330 cash, net of cash acquired and $484,699 non-cash consideration. Accounting standards for business combinations require previously held equity interests to be fair valued with the difference to book value to be recognized as a gain or loss in income. Prior to the Liberty Acquisition, the Company had a 49% equity investment in Renal Advantage Partners, LLC, the fair value of which, $201,915, is included as non-cash consideration. The estimated fair value has been determined based on the discounted cash flow method, utilizing an approximately 13% discount rate. In addition to the Company’s investment, it also had a loan receivable of $279,793 from Renal Advantage Partners, LLC which was retired as part of the transaction.
Trade accounts receivable	$ 3,019,424	$ 2,798,318
Other current assets	937,761	1,035,366
Deferred tax assets	720,663	660,526
Property, plant and equipment	532
Goodwill	11,421,889	9,186,650	159,949
Income tax payable and deferred taxes	150,003	162,354
Revenue	13,800,282	12,570,515	11,844,194
Operating income	2,218,573	2,074,892	1,923,805
Liberty Dialysis Holdings [Member]
Business Acquisition [Line Items]
Assets held for sale	164,068
Trade accounts receivable	156,443
Other current assets	20,488
Deferred tax assets	14,932
Property, plant and equipment	167,360
Intangible assets and other assets	84,056
Goodwill	1,999,862
Accounts payable, accrued expenses and other current liabilities	(116,153)
Income tax payable and deferred taxes	(42,697)
Short-term borrowings from related parties	(72,101)
Other liabilities	(29,800)
Noncontrolling interests (subject and not subject to put provisions)	(165,100)
Total acquisition cost	2,181,358
Investment at acquisition date	(201,915)
Long-term Notes Receivable	(282,784)
Total non-cash items	$ (484,699)

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Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2012

Employee Benefit Plans (Tables) [Abstract]

Schedule of changes in the benefit obligation

	2012		2011
Change in benefit obligation:
Benefit obligation at beginning of year	$	512,745	$	425,472
Foreign currency translation		4,955		(6,207)
Service cost		10,704		10,625
Interest cost		26,194		24,822
Transfer of plan participants		(68)		61
Actuarial (gain) loss		122,800		69,769
Benefits paid		(21,883)		(11,797)
Benefit obligation at end of year	$	655,447	$	512,745
Change in plan assets:
Fair value of plan assets at beginning of year	$	218,990	$	232,325
Actual return on plan assets		18,356		(4,174)
Employer contributions		10,804		556
Benefits paid		(19,757)		(9,717)
Fair value of plan assets at end of year	$	228,393	$	218,990
Funded status at end of year	$	427,054	$	293,755

Schedule of pre-tax adjustments reflecting actuarial losses (gains)

	Actuarial losses (gains)
Adjustments related to pensions at January 1, 2011	$	102,872
Additions		91,693
Releases		(8,737)
Foreign currency translation adjustment		(1,050)
Adjustments related to pensions at December 31, 2011	$	184,778
Additions		119,685
Releases		(18,334)
Foreign currency translation adjustment		1,827
Adjustments related to pensions at December 31, 2012	$	287,956

Schedule of weighted-average assumptions used in calculating benefit obligation

in %	2012	2011
Discount rate	4.14	5.10
Rate of compensation increase	3.32	3.69

Schedule of the components of net periodic benefit cost

	2012		2011		2010
Components of net periodic benefit cost:
Service cost	$	10,704	$	10,625	$	7,982
Interest cost		26,194		24,822		22,615
Expected return on plan assets		(15,241)		(17,750)		(17,453)
Amortization of unrealized losses		18,334		8,737		5,313
Net periodic benefit costs	$	39,991	$	26,434	$	18,457

Shedule of weighted average assumptions used in calculating net periodic cost

in %	2012	2011	2010
Discount rate	5.10	5.70	6.00
Expected return of plan assets	7.00	7.50	7.50
Rate of compensation increase	3.69	4.00	4.01

Schedule of estimated future benefit payments

2013	$	15,817
2014		17,320
2015		18,909
2016		20,723
2017		22,690
2018-2022		143,456

Schedule of fair value of plan assets by measurement

			Fair Value Measurements at December 31, 2012						Fair Value Measurements at December 31, 2011
			Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs				Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
Asset Category	Total		(Level 1)		(Level 2)		Total		(Level 1)		(Level 2)
Equity Investments
Index Funds(1)	$	58,511	$	-	$	58,511	$	55,538	$	-	$	55,538
Fixed Income Investments
Government Securities(2)		9,859		8,504		1,355		6,612		5,025		1,587
Corporate Bonds(3)		152,332		-		152,332		143,782		-		143,782
Other Bonds(4)		457		-		457		483		-		483
U.S. Treasury Money Market Funds(5)		2,975		2,975		-		6,600		6,600		-
Other types of investments
Cash, Money Market and Mutual Funds(6)		4,259		4,259		-		5,975		5,975		-
Total	$	228,393	$	15,738	$	212,655	$	218,990	$	17,600	$	201,390
(1) This category comprises low-cost equity index funds not actively managed that track the S&P 500, S&P 400, Russell 2000, MSCI Emerging Markets Index and the Morgan Stanley International EAFE Index
(2) This Category comprises fixed income investments by the U.S. government and government sponsored entities
(3) This Category primarily represents investment grade bonds of U.S. issuers from diverse industries
(4) This Category comprises private placement bonds as well as collateralized mortgage obligations
(5) This Category represents funds that invest in treasury obligations directly or in treasury backed obligations
(6) This Category represents cash, money market funds as well as mutual funds comprised of high grade corporate bonds

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Other Comprehensive Income (Loss) 1

12 Months Ended

Dec. 31, 2012

Other Comprehensive Incomes (Loss)

Other Comprehensive Income (Loss)

21. Other Comprehensive Income (Loss)

The changes in the components of other comprehensive income (loss) for the years ended December 31, 2012, 2011, and 2010 are as follows:

		Pretax		Tax effect		Net, before non-controlling interests		Non-controlling interests		Other comprehensive income (loss), net of tax
Year ended December 31, 2010
Other comprehensive income (loss) relating to cash flow hedges:
	Changes in fair value of cash flow hedges during the period	$	(15,662)	$	2,241	$	(13,421)	$	-	$	(13,421)
	Reclassification adjustments		7,553		(1,928)		5,625		-		5,625
Total other comprehensive income (loss) relating to cash flow hedges			(8,109)		313		(7,796)		-		(7,796)
Foreign-currency translation adjustment			(113,379)		-		(113,379)		2,491		(110,888)
Defined benefit pension plans:
	Actuarial (loss) gain on defined benefit pension plans		(40,967)		14,601		(26,366)		-		(26,366)
	Reclassification adjustments		5,313		(2,093)		3,220		-		3,220
Total other comprehensive income (loss) relating to defined benefit pension plans			(35,654)		12,508		(23,146)		-		(23,146)
Other comprehensive income (loss)		$	(157,142)	$	12,821	$	(144,321)	$	2,491	$	(141,830)
Year ended December 31, 2011
Other comprehensive income (loss) relating to cash flow hedges:
	Changes in fair value of cash flow hedges during the period	$	(104,130)	$	41,825	$	(62,305)	$	-	$	(62,305)
	Reclassification adjustments		1,684		(796)		888		-		888
Total other comprehensive income (loss) relating to cash flow hedges			(102,446)		41,029		(61,417)		-		(61,417)
Foreign-currency translation adjustment			(179,987)		-		(179,987)		(1,247)		(181,234)
Defined benefit pension plans:
	Actuarial (loss) gain on defined benefit pension plans		(90,643)		34,930		(55,713)		-		(55,713)
	Reclassification adjustments		8,737		(3,342)		5,395		-		5,395
Total other comprehensive income (loss) relating to defined benefit pension plans			(81,906)		31,588		(50,318)		-		(50,318)
Other comprehensive income (loss)		$	(364,339)	$	72,617	$	(291,722)	$	(1,247)	$	(292,969)
Year ended December 31, 2012
Other comprehensive income (loss) relating to cash flow hedges:
	Changes in fair value of cash flow hedges during the period	$	5,072	$	(21,171)	$	(16,099)	$	-	$	(16,099)
	Reclassification adjustments		18,947		(4,968)		13,979		-		13,979
Total other comprehensive income (loss) relating to cash flow hedges			24,019		(26,139)		(2,120)		-		(2,120)
Foreign-currency translation adjustment			63,982		-		63,982		(179)		63,803
Defined benefit pension plans:
	Actuarial (loss) gain on defined benefit pension plans		(121,512)		42,159		(79,353)		-		(79,353)
	Reclassification adjustments		18,334		(7,189)		11,145		-		11,145
Total other comprehensive income (loss) relating to defined benefit pension plans			(103,178)		34,970		(68,208)		-		(68,208)
Other comprehensive income (loss)		$	(15,177)	$	8,831	$	(6,346)	$	(179)	$	(6,525)

Changes in Accumulated Other comprehensive income (loss) by Component for the years ended December 31, 2012, 2011, and 2010 are as follows:

		Gains and (losses) on cash flow hedges		Pension obligations		Foreign-currency translation adjustment		Total, before non-controlling interests		Non-controlling interests		Total
Balance January 1, 2010		$	(67,008)	$	(37,751)	$	55,035	$	(49,724)	$	1,804	$	(47,920)
	Other comprehensive income before reclassifications		(13,421)		(26,366)		(113,379)		(153,166)		2,491		(150,675)
	Amounts reclassified from Accumulated Other comprehensive income		5,625		3,220		-		8,845		-		8,845
Net current-period other comprehensive income			(7,796)		(23,146)		(113,379)		(144,321)		2,491		(141,830)
Balance December 31, 2010		$	(74,804)	$	(60,897)	$	(58,344)	$	(194,045)	$	4,295	$	(189,750)
	Other comprehensive income before reclassifications		(62,305)		(55,713)		(179,987)		(298,005)		(1,247)		(299,252)
	Amounts reclassified from Accumulated Other comprehensive income		888		5,395		-		6,283		-		6,283
Net current-period other comprehensive income			(61,417)		(50,318)		(179,987)		(291,722)		(1,247)		(292,969)
Balance December 31, 2011		$	(136,221)	$	(111,215)	$	(238,331)	$	(485,767)	$	3,048	$	(482,719)
	Other comprehensive income before reclassifications		(16,099)		(79,353)		63,982		(31,470)		(179)		(31,649)
	Amounts reclassified from Accumulated Other comprehensive income		13,979		11,145		-		25,124		-		25,124
Net current-period other comprehensive income			(2,120)		(68,208)		63,982		(6,346)		(179)		(6,525)
Balance December 31, 2012		$	(138,341)	$	(179,423)	$	(174,349)	$	(492,113)	$	2,869	$	(489,244)

Reclassifications out of Accumulated Other comprehensive incomefor the years ended December 31, 2012, 2011, and 2010are as follows:

			2012	2011		2010		Affected Line Item in the Statement Where Net Income is Presented
Details about Accumulated Other comprehensive income Components		Amount of (Gain) or Loss Reclassified from Accumulated Other comprehensive income
(Gains) and losses on cash flow hedges
	Interest rate contracts	$	23,779	$	5,946	$	-	Interest income/expense
	foreign exchange contracts		(5,414)		(4,262)		7,553	Costs of Revenue
	foreign exchange contracts		582		-		-	Interest income/expense
			18,947		1,684		7,553	Total before tax
			(4,968)		(796)		(1,928)	Tax expense or benefit
		$	13,979	$	888	$	5,625	Net of tax
Amortization of defined benefit pension items
	Actuarial (gains)/losses	$	18,334	$	8,737	$	5,313	(a)
			18,334		8,737		5,313	Total before tax
			(7,189)		(3,342)		(2,093)	Tax expense or benefit
		$	11,145	$	5,395	$	3,220	Net of tax
Total reclassifications for the period		$	25,124	$	6,283	$	8,845	Net of tax
(a) These Accumulated Other comprehensive income Components are included in the computation of net periodic pension cost (see pension footnote for additional details).

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Business Segment Information

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Business Segment Information

23. Segment Information

The Company has identified threeoperating segments, the North America Segment, the International operating segment, and the Asia Pacific operating segment, which were determined based upon how the Company manages its businesses. All segments are primarily engaged in providing dialysis care services and the distribution of products and equipment for the treatment of ESRD. The Company has aggregated the International and Asia Pacific operating segments as the “International Segment”. Thesegments are aggregated due to their similar economic characteristics. These characteristics include same services provided and same products sold, the same type patient population, similar methods of distribution of products and services and similar economic environments. The General Partner's management board member responsible for the profitability and cash flow of each segment's various businesses supervises the management of each operating segment. The accounting policies of the segments are the same as those the Company applies in preparing the consolidated financial statements under accounting principles generally accepted in the U.S. (“U.S. GAAP”).

Management evaluates each segment using a measure that reflects all of the segment's controllable revenues and expenses. With respect to the performance of business operations, management believes that the most appropriate measure in this regard is operating income which measures the Company's source of earnings. The Company does not include the investment gain resulting from the Liberty Acquisition nor income taxes as it believes these items to be outside thesegments' control.Financing is a corporate function, which the Company'ssegments do not control. Therefore, the Company does not include interest expense relating to financing as a segment measurement. Similarly, the Company does not allocate “corporate costs,” which relate primarily to certain headquarters overhead charges, including accounting and finance, professional services, etc., because the Company believes that these costs are also not within the control of the individual segments. As of January 1, 2011, production of products, production asset management, quality management and procurement are centrally managed in Corporate by Global Manufacturing Operations. These corporate activities do not fulfill the definition of a segment. Products are transferred to the segments at cost; therefore no internal profit is generated. The associated internal revenues for the product transfers and their elimination are recorded as corporate activities. Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations. In addition, certain revenues, investments and intangible assets, as well as any related expenses, are not allocated to a segment but are accounted for as “Corporate”.

Information pertaining to the Company's segments for the twelve-monthperiods ended December 31, 2012, 2011and 2010is set forth below.

				North America		International		Segment Total		Corporate		Total
2012
	Net revenue external customers		$	9,031,108	$	4,740,132	$	13,771,240	$	29,042	$	13,800,282
	Inter - segment revenue			10,072		-		10,072		(10,072)		-
	Revenue			9,041,180		4,740,132		13,781,312		18,970		13,800,282
	Depreciation and amortization			(310,216)		(175,504)		(485,720)		(117,176)		(602,896)
	Operating Income			1,615,348		809,269		2,424,617		(206,044)		2,218,573
	Income (loss) from equity method investees			23,408		919		24,327		(6,885)		17,442
	Segment assets(1)			14,170,453		5,892,477		20,062,930		2,263,068		22,325,998
		thereof investments in equity method investees		266,521		378,626		645,147		(7,774)		637,373
	Capital expenditures, acquisitions and investments (2)			2,147,522		230,888		2,378,410		175,808		2,554,218
2011
	Net revenue external customers		$	7,925,472	$	4,627,950	$	12,553,422	$	17,093	$	12,570,515
	Inter - segment revenue			9,196		-		9,196		(9,196)		-
	Revenue			7,934,668		4,627,950		12,562,618		7,897		12,570,515
	Depreciation and amortization			(269,055)		(173,600)		(442,655)		(114,628)		(557,283)
	Operating Income			1,435,450		807,437		2,242,887		(167,995)		2,074,892
	Income (loss) from equity method investees			32,387		69		32,456		(1,497)		30,959
	Segment assets(3)			11,761,777		5,589,421		17,351,198		2,181,652		19,532,850
		thereof investments in equity method investees		322,990		370,447		693,437		(1,412)		692,025
	Capital expenditures, acquisitions and investments (4)			1,055,183		1,161,825		2,217,008		166,176		2,383,184
2010
	Net revenue external customers		$	7,920,441	$	3,923,301	$	11,843,742	$	452	$	11,844,194
	Inter - segment revenue			5,419		-		5,419		(5,419)		-
	Revenue			7,925,860		3,923,301		11,849,161		(4,967)		11,844,194
	Depreciation and amortization			(254,205)		(148,852)		(403,057)		(100,167)		(503,224)
	Operating Income			1,385,651		677,630		2,063,281		(139,476)		1,923,805
	Income (loss) from equity method investees			8,753		196		8,949		-		8,949
	Segment assets			11,720,495		4,787,479		16,507,974		586,687		17,094,661
		thereof investments in equity method investees		243,452		6,921		250,373		-		250,373
	Capital expenditures, acquisitions and investments (5)			448,327		559,774		1,008,101		279,866		1,287,967
(1) If production were still managed within the segments, as it was in 2010, segment assets would have been $15,261,647 in North America, $6,631,674 in International and $432,677 in Corporate in 2012.
(2) North America and International acquisitions exclude $484,699 and $6,624, respectively, of non-cash acquisitions and investments for 2012.
(3) If production were still managed within the segments, as it was in 2010, segment assets would have been $12,805,094 in North America, $6,212,698 in International and $515,058 in Corporate in 2011.
(4) North America and International acquisitions exclude $6,000 and $225,034, respectively, of non-cash acquisitions and investments for 2011.
(5) North America, International and Corporate acquisitions exclude $122,847, $32,935 and $2,125, respectively, of non-cash acquisitions and investments for 2010.

For the geographic presentation, revenues are attributed to specific countries based on the end user's location for products and the country in which the service is provided. Information with respect to the Company's geographic operations is set forth in the table below:

			Germany		North America		Rest of the World		Total
2012
	Net revenue	$	424,885	$	9,031,108	$	4,344,289	$	13,800,282
	Long-lived assets		490,493		12,421,822		3,151,401		16,063,716
2011
	Net revenue	$	425,507	$	7,925,472	$	4,219,536	$	12,570,515
	Long-lived assets		417,805		10,318,964		3,010,780		13,747,549
2010
	Net revenue	$	374,883	$	7,920,441	$	3,548,870	$	11,844,194
	Long-lived assets		471,537		9,236,166		2,139,877		11,847,580

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The Company and Basis of Presentation

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Notes to Consolidated Financial Statements [Abstract]

The Company and Basis of Presentation

1. The Company andBasis of Presentation

The Company

Fresenius Medical Care AG & Co. KGaA (“FMC-AG & Co. KGaA”or the “Company”), a German partnership limited by shares (Kommanditgesellschaft auf Aktien), is the world's largest kidney dialysis company, operating in both the field of dialysis care and the field of dialysis products for the treatment of end-stage renal disease (“ESRD”). The Company's dialysis business is vertically integrated, providing dialysis treatment at dialysis clinics it owns or operates and supplying these clinics with a broad range of products. In addition, the Company sells dialysis products to other dialysis service providers.

In these Notes, “FMC-AG & Co. KGaA,” or the “Company,” “we,” “us” or “our” refers to the Company or the Company and its subsidiaries on a consolidated basis, as the context requires. The term “North America Segment” refers to the North America operating segment. The term “International Segment” refers to the combined International and Asia-Pacific operating segments.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain items in the prior years' comparative consolidated financial statements have been reclassified to conform to the current years' presentation. Revenues have been restated to reflect the retrospective adoption of Accounting Standards Update 2011-07, Health Care Entities. Specifically, bad debt expense in the amount of $224,545 and $209,296 was reclassified from selling general and administrative (“SG&A”) as a reduction of revenue for 2011 and 2010, respectively. In addition, freight expense in the amount of $144,115 and $100,363 was reclassified from SG&A to cost of revenue to harmonize the presentation for all segments for 2011 and 2010, respectively.

Summary of Significant Accounting Policies

a) Principles of Consolidation

The consolidated financial statements include the earnings of all companies in which the Company has legal or effective control. In addition, the Company consolidates variable interest entities (“VIEs”) for which it is deemed the primary beneficiary. In accordance with current accounting principles, the Company also consolidates certain clinics that it manages and financially controls. The equity method of accounting is used for investments in associated companies over which the Company has significant exercisable influence, even when the Company holds 50% or less of the common stock of the company.Noncontrolling interests represent the proportionate equity interests of owners in the Company's consolidated entities that are not wholly owned.Noncontrolling interests of recently acquired entities are valuated at fair value. All significant intercompany transactions and balances have been eliminated.

The Company has entered into various arrangements with certain dialysis clinics and a dialysis product distributor to provide management services, financing and product supply. The dialysis clinics and the dialysis product distributor have either negative equity or are unable to provide their own funding for their operations. Therefore, the Company has agreed to fund their operations through loans. The compensation for the funding can carry interest, exclusive product supply agreements, or entitle the Company to a pro rata share of profits, if any. The Company has a right of first refusal in the event the owners sell the business or assets. These clinics and the dialysis product distributor are VIEs in which the Company has been determined to be the primary beneficiary and which therefore have been fully consolidated. In the North America Segment, the Company has consolidated four new VIEs as a result of the acquisition of Liberty Dialysis Holdings, LLC (“LD Holdings”) in 2012. In the International Segment, one entity has ceased to be a VIE due to a change in the ownership structure.They generated approximately $194,278,$195,296 and$132,697in revenue in 2012, 2011, and 2010, respectively. The Company provided funding to these VIEs through loans and accounts receivable of $146,500 and $147,900 in 2012 and 2011, respectively. The table below shows the carrying amounts of the assets and liabilities of these VIEs at December 31, 2012 and 2011:

b) Cash and Cash Equivalents

Cash and cash equivalents comprise cash funds and all short-term, liquid investments with original maturities of up to three months.

• Inventories

  Inventories are stated at the lower of cost (determined by using the average or first-in, first-out method) or market value (see Note 4). Costs included in inventories are based on invoiced costs and/or production costs or the marked to market valuation, as applicable. Included in production costs are material, direct labor and production overhead, including depreciation charges.

• Property, Plant and Equipment

  Property, plant, and equipment are stated at cost less accumulated depreciation (see Note 6). Significant improvements are capitalized; repairs and maintenance costs that do not extend the useful lives of the assets are charged to expense as incurred. Property and equipment under capital leases are stated at the present value of future minimum lease payments at the inception of the lease, less accumulated depreciation. Depreciation on property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets ranging from 3 to 43years for buildings and improvements with a weighted average life of 12years and 3 to 15years for machinery and equipment with a weighted average life of 10years. Equipment held under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Internal use platform software that is integral to the computer equipment it supports is included in property, plant and equipment.The Company capitalizes interest on borrowed funds during construction periods. Interest capitalized during 2012, 2011, and 2010 was $3,952, $3,784and$5,918,respectively.

• Intangible Assets and Goodwill

  Intangible assets such as non-compete agreements, technology, distribution rights, patents, licenses to treat, licenses to manufacture,distribute and sell pharmaceutical drugs, exclusive contracts and exclusive licenses,trade names, management contracts, application software, acute care agreements, lease agreements, and licenses acquired in a business combination are recognized and reported apart from goodwill (see Note 7).

  Goodwill and identifiable intangibles with indefinite useful lives are not amortized but tested for impairment annually or when an event becomes known that could trigger an impairment. The Company identified trade names and certain qualified management contracts as intangible assets with indefinite useful lives because, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which those assets are expected to generate net cash inflows for the Company. Intangible assets with finite useful lives are amortized over their respective useful lives to their residual values. The Company amortizes non-compete agreements over their useful life which in average is 8years. Technology is amortized over its useful life of 15years. Licenses to manufacture, distribute and sell pharmaceutical drugs, exclusive contracts and exclusive licenses are amortized over their useful life which in average is10years. All other intangible assets are amortized over their weighted average useful lives of 6years. The weighted average useful life of all amortizable intangible assets is 9years. Intangible assets with finite useful lives are evaluated for impairment when events have occurred that may give rise to an impairment.

  To perform the annual impairment test of goodwill, the Company identified its reporting units and determined their carrying value by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. One reporting unit was identified in the North America Segment. The International operating segment is divided into two reporting units (Europe and Latin America), while only one reporting unit exists in the operating segment Asia Pacific. For the purpose of goodwill impairment testing, all corporate assets are allocated to the reporting units.

  In a first step, the Company compares the fair value of a reporting unit to its carrying amount. Fair value is determined using estimated future cash flows for the unit discounted by an after-tax weighted average cost of capital (“WACC”) specific to that reporting unit. Estimating the future cash flows involves significant assumptions, especially regarding future reimbursement rates and sales prices, number of treatments, sales volumes and costs. In determining discounted cash flows, the Company utilizes for every reporting unit, its three-year budget, projections for years 4 to 10 and a representative growth rate for all remaining years. Projections for up to ten years are possible due to the stability of the Company's business which, results from the non-discretionary nature of the healthcare services we provide, the need for products utilized to provide such services and the availability of government reimbursement for a substantial portion of our services. The reporting units' respective expected growth rates for the period beyond ten years are: North America1%, Europe 0%, Latin America4%, and Asia Pacific 4%. The discount factor is determined by the WACC of the respective reporting unit. The Company's WACC consists of a basic rate of 5.79% for 2012. The basic rate is then adjusted by a country-specific risk rate and, if appropriate, by a factor to reflect higher risks associated with the cash flows from recent material acquisitions, until they are appropriately integrated, within each reporting unit. In 2012, WACCs for the reporting units ranged from 6.35% to 13.51%.

  In the case that the fair value of the reporting unit is less than its carrying value, a second step would be performed which compares the fair value of the reporting unit's goodwill to the carrying value of its goodwill. If the fair value of the goodwill is less than the carrying value, the difference is recorded as an impairment.

  To evaluate the recoverability of intangible assets with indefinite useful lives, the Company compares the fair values of intangible assets with their carrying values. An intangible asset's fair value is determined using a discounted cash flow approach or other methods, if appropriate.

• Derivative Financial Instruments

  Derivative financial instruments which primarily include foreign currency forward contracts and interest rate swaps are recognized as assets or liabilities at fair value in the balance sheet (see Note 20). Changes in the fair value of derivative financial instruments classified as fair value hedges and in the corresponding underlyings are recognized periodically in earnings, while the effective portion of changes in fair value of cash flow hedges is recognized in accumulated other comprehensive income (loss) in shareholders' equity. The ineffective portion is recognized in current net earnings. The change in fair value of derivatives that do not qualify for hedge accounting are recorded in the income statement and usually offset the changes in value recorded in the income statement for the underlying asset or liability.

• Foreign Currency Translation

  For purposes of these consolidated financial statements, the U.S. dollar is the reporting currency. Substantially all assets and liabilities of the parent company and all non-U.S. subsidiaries are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates. Adjustments for foreign currency translation fluctuations are excluded from net earnings and are reported in accumulated other comprehensive income (loss). In addition, the translation adjustments of certain intercompany borrowings, which are considered foreign equity investments, are reported in accumulated other comprehensive income (loss).

• Revenue Recognition and Allowance for Doubtful Accounts

  Revenue Recognition

  Dialysis care revenues are recognized on the date the patient receives treatment and includes amounts related to certain services, products and supplies utilized in providing such treatment. The patient is obligated to pay for dialysis care services at amounts estimated to be receivable based upon the Company's standard rates or at rates determined under reimbursement arrangements. In the U.S., these arrangements are generally with third party payors, like Medicare, Medicaid or commercial insurers. Outside the U.S., the reimbursement is usually made through national or local government programs with reimbursement rates established by statute or regulation.

  Dialysis product revenues are recognized upon transfer of title to the customer, either at the time of shipment, upon receipt or upon any other terms that clearly define passage of title. Product revenues are normally based upon pre-determined rates that are established by contractual arrangement.

  For both Dialysis Care and Dialysis Products, patients, third party payors and customers are billed at our standard rates net of contractual allowances, discounts or rebates to reflect the estimated amounts to be receivable from these payors.

  As of January 1, 2012, the Company adopted ASU 2011-07, Health Care Entities- Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts and as a result, services performed for patients where the collection of the billed amount or a portion of the billed amount cannot be determined at the time services are performed, the difference between the receivable recorded and the amount estimated to be collectible must be recorded as a provision and the expense is presented as a reduction of Dialysis Care revenues. The provision includes such items as amounts due from patients without adequate insurance coverage, and patient co-payment and deductible amounts due from patients with health care coverage. The Company bases the provision mainly on past collection history and reports it as “Patient service bad debt provision” on the Consolidated Statements of Income.

  A minor portion of International Segment product revenues is generated from arrangements which give the customer, typically a healthcare provider, the right to use dialysis machines. In the same contract the customer agrees to purchase the related treatment disposables at a price marked up from the standard price list. In this type of contract, FMC-AG & Co. KGaA does not recognize revenue upon delivery of the dialysis machine but recognizes revenue on the sale of disposables. In certain sales type leases, the contract is structured whereby ownership of the dialysis machine is transferred to the user upon installation of the dialysis machine at the customer site. In this type of contract, revenue is recognized in accordance with the accounting principles for sales type leases.

  Any tax assessed by a governmental authority that is incurred as a result of a revenue transaction (e.g. sales tax) is excluded from revenues and the related revenue is reported on a net basis.

  Allowance for doubtful accounts

  In North America for receivables generated from Dialysis Care, the accounting for the allowance for doubtful accounts is based on an analysis of collection experience and recognizing the differences between payors. The Company also performs an aging of accounts receivable which enables the review of each customer and their payment pattern. From time to time, accounts receivable are reviewed for changes from the historic collection experience to ensure the appropriateness of the allowances.

  The allowance for doubtful accounts in the International Segment and the North America products business are estimates comprised of customer specific evaluations regarding their payment history, current financial stability, and applicable country specific risks for receivables that are overdue more than one year. The changes in the allowance for these receivables are recorded in Selling, general and administrative as an expense.

• Research and Development expenses

  Research and development expenses are expensed as incurred.

• Income Taxes

  Current taxes are calculated based on the profit (loss) of the fiscal year and in accordance with local tax rules of the respective tax jurisdiction. Expected and executed additional tax payments and tax refunds for prior years are also taken into account.Benefits from income tax positions have been recognized only when it was more likely than not that the Company would be entitled to the economic benefits of the tax positions. The more likely than not threshold has been determined based on the technical merits that the position will sustain upon examination. If a tax position is not considered more likely than not to be sustained based solely on its technicalmerits, no benefits are recognized.

  The Company recognizes deferred tax assets and liabilities for future consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis as well as on consolidation procedures affecting net income, tax credits and tax loss carryforwards which are more likely than not to be utilized. Deferred tax assets and liabilities are measured using the respective countries enacted tax ratesto be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. In addition, the recognition of deferred tax assets considers the budget planning of the Company and implemented tax strategies. A valuation allowance is recorded to reduce the carrying amount of the deferred tax assets unless it is more likely than not that such assets will be realized (see Note 17).

  It is the Company's policy to recognize interest and penalties related to its tax positions as income tax expense.

• Impairment

  The Company reviews the carrying value of its long-lived assets or asset groups with definite useful lives to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying value of an asset to the future net cash flows directly associated with the asset. If assets are considered to be impaired, the impairment recognized is the amount by which the carrying value exceeds the fair value of the asset. The Company uses a discounted cash flow approach or other methods, if appropriate, to assess fair value.

  Long-lived assets to be disposed of by sale are reported at the lower of carrying value or fair value less cost to sell and depreciation is ceased. Long-lived assets to be disposed of other than by sale are considered to be held and used until disposal.

  For the Company's policy related to goodwill impairment, see 1e) above.

• Debt Issuance Costs

  Certain costs related to the issuance of debt are amortized over the term of the related obligation (see Note 10).

• Self-Insurance Programs

  Under the insurance programs for professional, product and general liability, auto liability and worker's compensation claims, the Company's largest subsidiary is partially self-insured for professional liability claims. For all other coverages, the Company assumes responsibility for incurred claims up to predetermined amounts above which third party insurance applies. Reported liabilities for the year represent estimated future payments of the anticipated expense for claims incurred (both reported and incurred but not reported) based on historical experience and existing claim activity. This experience includes both the rate of claims incidence (number) and claim severity (cost) and is combined with individual claim expectations to estimate the reported amounts.

• Concentration of Risk

  The Company is engaged in the manufacture and sale of products for all forms of kidney dialysis, principally to healthcare providers throughout the world, and in providing kidney dialysis treatment, clinical laboratory testing, and other medical ancillary services. The Company performs ongoing evaluations of its customers' financial condition and, generally, requires no collateral.

  Approximately 32%, 30%and 32% of the Company's worldwide revenues were earned and subject to regulations under Medicare and Medicaid, governmental healthcare programs administered by the United States government in 2012, 2011, and 2010, respectively.

  No single debtor other than U.S. Medicaid and Medicare accounted for more than 5% of total trade accounts receivable in any of these years. Trade accounts receivable in the International Segment are for a large part due from government or government-sponsored organizations that are established in the various countries within which we operate. Amounts pending approval from third party payors represent less than2% at December 31, 2012.

  See Note 4 for concentration of supplier risks.

• Legal Contingencies

  From time to time, during the ordinary course of the Company's operations, the Company is party to litigation and arbitration and is subject to investigations relating to various aspects of its business (see Note 19). The Company regularly analyzes current information about such claims for probable losses and provides accruals for such matters, including the estimated legal expenses and consulting services in connection with these matters, as appropriate. The Company utilizes its internal legal department as well as external resources for these assessments. In making the decision regarding the need for loss accrual, the Company considers the degree of probability of an unfavorable outcome and its ability to make a reasonable estimate of the amount of loss.

  The filing of a suit or formal assertion of a claim or assessment, or the disclosure of any such suit or assertion, does not necessarily indicate that accrual of a loss is appropriate.

• Earnings per Ordinary Share

  Basic earnings per ordinary share for all years presented has been calculated using the two-class method based upon the weighted average number of ordinary and preference shares outstanding. Basic earnings per share is computed by dividing net income less preference amounts by the weighted average number of ordinary shares and preference shares outstanding during the year. Diluted earnings per share include the effect of all potentially dilutive instruments on ordinary shares and preference shares that would have been outstanding during the year.

  The equity-settled awards granted under the Company's stock incentive plans (see Note 16), are potentially dilutive equity instruments.

• Employee Benefit Plans

  The Company recognizes the underfunded status of its defined benefit plans, measured as the difference between the fair value of the plan assets and the present value of the benefit obligation, as a liability. Changes in the funded status of a plan resulting from actuarial gains or losses and prior service costs or credits that are not recognized as components of the net periodic benefit cost are recognized through accumulated other comprehensive income, net of tax, in the year in which they occur. Actuarial gains or losses and prior service costs are subsequently recognized as components of net periodic benefit cost when realized. The Company uses December 31 as the measurement date when measuring the funded status of all plans.

  In the case of the Company's funded plan, the defined benefit obligation is offset against the fair value of plan assets. A pension liability is recognized in the balance sheet if the defined benefit obligation exceeds the fair value of plan assets. A pension asset is recognized (and reported under other assets in the balance sheet) if the fair value of plan assets exceeds the defined benefit obligation and if the Company has a right of reimbursement against the fund or a right to reduce future payments to the fund.

• Recent Pronouncements

Recently Implemented Accounting Pronouncements

In July 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2011-07 (“ASU 2011-07”), Health Care Entities (Topic 954): Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts and the Allowance for Doubtful Accounts for Certain Health Care Entities in order to provide financial statement users with greater transparency about a healthcare entity's net patient service revenue and the related allowance for doubtful accounts. The standard requires healthcare entities that recognize significant amounts of patient service revenue at the time the services are rendered even though they do not assess the patient's ability to pay to present the provision for bad debts related to patient service revenue as a deduction from patient service revenue (net of contractual allowances and discounts) on their statement of operations. The provision for bad debts which we presented as an operating expense before 2012 has been reclassified to a deduction from patient service revenue. Additionally, these healthcare entities are required to provide enhanced disclosures about their policies for recognizing revenue and assessing bad debts. The update also requires disclosures of patient service revenue (net of contractual allowances and discounts) as well as qualitative and quantitative information about changes in the allowance for doubtful accounts.

The amendments to the presentation of the provision for bad debts related to patient service revenue in the statement of operations has been applied retrospectively to all prior periods presented. The Company adopted the provisions of ASU 2011-07 as of January 1, 2012 and has restated the financial results of 2011 and 2010, accordingly.

In June 2011, the FASB issued Accounting Standard Update 2011-05 (“ASU 2011-05”), Comprehensive Income (Topic 220): Presentation of Comprehensive Income. In December 2011 the FASB issued Accounting Standard Update 2011-12 (“ASU 2011-12”), Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. FASB additionally issued Accounting Standard Update 2013-02 (ASU 2013-02”) Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Incomein February 2013, which is effective for reporting periods beginning after December 15, 2012.

The requirements established in ASU 2011-05obliges that all components of comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but continuous statements. FASB's ASU 2013-02 will require the adjustments to the components of accumulated other comprehensive income and their related tax effects to be presented on the face of the statement in which the components of other comprehensive income are presented or in the notes to the financial statements remains for year-end disclosure.

The Company presents two separate but continuous statements of net income and comprehensive income and as such we are in compliance with presentation of Comprehensive Income (Topic 220): Presentation of Comprehensive Incomeand Presentation of Items Reclassified Out of Accumulated Other Comprehensive Income.Additionally, the Company has early adopted ASU 2013-02 for the adjustments to the components and their tax effects. See Note 21.

Recent Accounting Pronouncements Not Yet Adopted

On January 31, 2013, FASB issued Accounting Standards Update 2013-01 (“ASU 2013-01”) an update toBalance Sheet (Topic 210),Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The main purpose of ASU 2013-01 is to clarify the scope of balance sheet offsetting under Accounting Standard Update 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities(“ASU 2011-11”)to include derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are offset or subject to master netting agreements. The disclosures required under ASU 2011-11 would apply to these transactions and other types of financial assets or liabilities will no longer be subject to ASU 2011-11. The update is effective for periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of ASU 2011-11 on its consolidated financial statements.

		2012		2011
Trade accounts receivable, net	$	85,458	$	73,172
Other current assets		58,329		65,576
Property, plant and equipment, intangible assets & other non-current assets		24,298		25,978
Goodwill		31,678		52,251
Accounts payable, accrued expenses and other liabilities		120,753		148,924
Non-current loans to related parties		12,998		13,000
Equity		66,013		55,053

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Supplementary Cash Flow Information

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Cash Flow Supplemental Disclosures [Text Block]

22. Supplementary Cash Flow Information

The following additional information is provided with respect to the consolidated statements of cash flows:

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Financial Instruments (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Foreign Exchange Contract [Member]
Derivative Instruments Gain Loss [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)	$ 21,834	$ (23,452)
Designated As Hedging Instrument [Member]
Derivative Instruments Gain Loss [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)	5,072	(104,130)
Amount of (Gain) or Loss Recognized in Income on Derivatives	18,947	1,684
Designated As Hedging Instrument [Member] | Interest Rate Contract [Member]
Derivative Instruments Gain Loss [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)	(16,762)	(80,678)
Nondesignated as Hedging Instrument [Member]
Derivative Instruments Gain Loss [Line Items]
Amount of (Gain) or Loss Recognized in Income on Derivatives	(771)	(69,898)
Interest Income Expense [Member] | Designated As Hedging Instrument [Member] | Interest Rate Contract [Member]
Derivative Instruments Gain Loss [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)	23,779
Interest Income Expense [Member] | Designated As Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Derivative Instruments Gain Loss [Line Items]
Amount of (Gain) or Loss Recognized in Income on Derivatives	582
Interest Income Expense [Member] | Nondesignated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Derivative Instruments Gain Loss [Line Items]
Amount of (Gain) or Loss Recognized in Income on Derivatives	8,033	6,598
Cost Of Sale [Member] | Designated As Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Derivative Instruments Gain Loss [Line Items]
Amount of (Gain) or Loss Recognized in Income on Derivatives	(5,414)	(4,262)
Selling, General and Administrative Expense [Member] | Nondesignated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Derivative Instruments Gain Loss [Line Items]
Amount of (Gain) or Loss Recognized in Income on Derivatives	$ (8,804)	$ (76,496)

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Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Intangible Assets And Goodwill (Tables) [Abstract]

Schedule Of Finite Lived Intangible Assets By Major Class Text Block

		2012				2011
		Gross				Gross
		Carrying		Accumulated		Carrying		Accumulated
		Amount		Amortization		Amount		Amortization
Amortizable Intangible Assets
	Non-compete Agreements	$	317,080	$	(213,639)	$	257,466	$	(186,659)
	Technology		107,696		(40,849)		110,866		(32,582)
	License and distribution agreements		225,393		(98,757)		223,828		(80,622)
	Self-developed Software		72,328		(32,496)		55,600		(28,193)
	Other		343,867		(246,239)		317,579		(227,274)
	Construction in progress		57,677		-		58,661		-
		$	1,124,041	$	(631,980)	$	1,024,000	$	(555,330)

Schedule Of Indefinite Lived Intangible Assets By Major Class Text Block

		2012		2011
		Carrying		Carrying
		Amount		Amount
Non-amortizable Intangible Assets
	Tradename	$	209,712	$	209,640
	Management contracts		8,343		8,342
		$	218,055	$	217,982
Total Intangible Assets		$	710,116	$	686,652

Schedule Of Finite Lived Intangible Assets Amortization Expense [Text Block]

Amortization Expense
2010	$	70,294
2011	$	77,845
2012	$	87,441

Finite Lived Intangible Assets Future Amortization Expense [Text Block]

Estimated Amortization Expense
2013	$	83,685
2014	$	79,719
2015	$	77,507
2016	$	75,567
2017	$	71,060

Schedule Of Goodwill Text Block

		North				Segment
		America		International		Total		Corporate		Total
Balance as of January 1, 2011		$	7,024,745	$	955,774	$	7,980,519	$	159,949	$	8,140,468
	Goodwill acquired, net of divestitures		517,213		626,863		1,144,076		-		1,144,076
	Reclassifications		(226,900)		(20,449)		(247,349)		247,480		131
	Foreign Currency Translation Adjustment		(436)		(98,099)		(98,535)		510		(98,025)
Balance as of December 31, 2011		$	7,314,622	$	1,464,089	$	8,778,711	$	407,939	$	9,186,650
	Goodwill acquired, net of divestitures		2,172,181		21,106		2,193,287		-		2,193,287
	Reclassifications		-		(5,188)		(5,188)		5,188		-
	Foreign Currency Translation Adjustment		210		41,352		41,562		390		41,952
Balance as of December 31, 2012		$	9,487,013	$	1,521,359	$	11,008,372	$	413,517	$	11,421,889

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Other Comprehensive Income (Loss) (Tables 1)

12 Months Ended

Dec. 31, 2012

Other Comprehensive Incomes (Loss)

Changes in Accumulated Other comprehensive income (loss)

		Gains and (losses) on cash flow hedges		Pension obligations		Foreign-currency translation adjustment		Total, before non-controlling interests		Non-controlling interests		Total
Balance January 1, 2010		$	(67,008)	$	(37,751)	$	55,035	$	(49,724)	$	1,804	$	(47,920)
	Other comprehensive income before reclassifications		(13,421)		(26,366)		(113,379)		(153,166)		2,491		(150,675)
	Amounts reclassified from Accumulated Other comprehensive income		5,625		3,220		-		8,845		-		8,845
Net current-period other comprehensive income			(7,796)		(23,146)		(113,379)		(144,321)		2,491		(141,830)
Balance December 31, 2010		$	(74,804)	$	(60,897)	$	(58,344)	$	(194,045)	$	4,295	$	(189,750)
	Other comprehensive income before reclassifications		(62,305)		(55,713)		(179,987)		(298,005)		(1,247)		(299,252)
	Amounts reclassified from Accumulated Other comprehensive income		888		5,395		-		6,283		-		6,283
Net current-period other comprehensive income			(61,417)		(50,318)		(179,987)		(291,722)		(1,247)		(292,969)
Balance December 31, 2011		$	(136,221)	$	(111,215)	$	(238,331)	$	(485,767)	$	3,048	$	(482,719)
	Other comprehensive income before reclassifications		(16,099)		(79,353)		63,982		(31,470)		(179)		(31,649)
	Amounts reclassified from Accumulated Other comprehensive income		13,979		11,145		-		25,124		-		25,124
Net current-period other comprehensive income			(2,120)		(68,208)		63,982		(6,346)		(179)		(6,525)
Balance December 31, 2012		$	(138,341)	$	(179,423)	$	(174,349)	$	(492,113)	$	2,869	$	(489,244)

Reclassifications out of Accumulated Other comprehensive income

			2012	2011		2010		Affected Line Item in the Statement Where Net Income is Presented
Details about Accumulated Other comprehensive income Components		Amount of (Gain) or Loss Reclassified from Accumulated Other comprehensive income
(Gains) and losses on cash flow hedges
	Interest rate contracts	$	23,779	$	5,946	$	-	Interest income/expense
	foreign exchange contracts		(5,414)		(4,262)		7,553	Costs of Revenue
	foreign exchange contracts		582		-		-	Interest income/expense
			18,947		1,684		7,553	Total before tax
			(4,968)		(796)		(1,928)	Tax expense or benefit
		$	13,979	$	888	$	5,625	Net of tax
Amortization of defined benefit pension items
	Actuarial (gains)/losses	$	18,334	$	8,737	$	5,313	(a)
			18,334		8,737		5,313	Total before tax
			(7,189)		(3,342)		(2,093)	Tax expense or benefit
		$	11,145	$	5,395	$	3,220	Net of tax
Total reclassifications for the period		$	25,124	$	6,283	$	8,845	Net of tax
(a) These Accumulated Other comprehensive income Components are included in the computation of net periodic pension cost (see pension footnote for additional details).

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Sources Of Revenue (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Patient Service Revenue by Payor [Line Items]
Patient Service Revenue	$ 8,510,165	$ 7,337,133
Patient Service Revenue by Payor [Member]
Patient Service Revenue by Payor [Line Items]
Patient Service Revenue	4,029,773	3,391,339
Patient Service Revenue Private [Member]
Patient Service Revenue by Payor [Line Items]
Patient Service Revenue	3,605,081	3,139,468
Patient Service Revenue Medicaid [Member]
Patient Service Revenue by Payor [Line Items]
Patient Service Revenue	474,520	429,010
Patient Service Revenue Hospitals [Member]
Patient Service Revenue by Payor [Line Items]
Patient Service Revenue	$ 400,791	$ 377,316

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Consolidated Statements of Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net revenue:
Dialysis Care Revenue	$ 10,772,124	$ 9,507,173	$ 9,070,546
Less: Patient service bad debt provision	280,365	224,545	209,296
Net Dialysis Care	10,491,759	9,282,628	8,861,250
Dialysis Products Revenue	3,308,523	3,287,887	2,982,944
Net revenue	13,800,282	12,570,515	11,844,194
Costs of revenue:
Dialysis Care Cost of Revenue	7,649,514	6,861,197	6,572,445
Dialysis Products Cost of Revenue	1,549,515	1,557,277	1,436,687
Cost of revenues	9,199,029	8,418,474	8,009,132
Gross profit	4,601,253	4,152,041	3,835,062
Operating expenses:
Selling, general and administrative	2,224,715	2,001,825	1,823,674
Gain on sale of dialysis clinics	(36,224)	(4,551)
Research and development	111,631	110,834	96,532
Income from at equity method investees	17,442	30,959	8,949
Other operating expenses	(100,000)
Operating income	2,218,573	2,074,892	1,923,805
Other (income) expense:
Interest income	(44,474)	(59,825)	(25,409)
Interest expense	470,534	356,358	305,473
Income before income taxes	1,932,113	1,778,359	1,643,741
Income tax expense	605,136	601,097	578,345
Net Income	1,326,977	1,177,262	1,065,396
Less: Net income attributable to noncontrolling interests	140,168	106,108	86,879
Net Income attributable to the Company	$ 1,186,809	$ 1,071,154	$ 978,517

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Noncontrolling Interests Subject To Put Provisions (Tables)

12 Months Ended

Dec. 31, 2012

Noncontrolling Interests Subject To Put Provisions (Tables) [Abstract]

Noncontrolling Interests Subject to Put Provisions

12. Noncontrolling Interests Subject to Put Provisions

The Company has potential obligations to purchase the noncontrolling interests held by third parties in certain of its consolidated subsidiaries. These obligations are in the form of put provisions and are exercisable at the third-party owners' discretion within specified periods as outlined in each specific put provision. If these put provisions were exercised, the Company would be required to purchase all or part of third-party owners' noncontrolling interests at the appraised fair value at the time of exercise. The methodology the Company uses to estimate the fair values of the noncontrolling interest subject to put provisions assumes the greater of net book value or a multiple of earnings, based on historical earnings, development stage of the underlying business and other factors. The estimated fair values of the noncontrolling interests subject to these put provisions can also fluctuate and the implicit multiple of earnings at which these noncontrolling interest obligations may ultimately be settled could vary significantly from our current estimates depending upon market conditions.

As of December 31, 2012 and December 31, 2011 the Company's potential obligations under these put options were $523,260and $410,491, respectively, of which, at December 31, 2012, $228,408were exercisable. In the last three fiscal years ending December 31, 2012, twosuch put provisions have been exercised for a total consideration of $3,185.

Following is a roll forward of noncontrolling interests subject to put provisions for the years ended December 31, 2012, 2011 and 2010:

		2012		2011		2010
Beginning balance as of January 1,	$	410,491	$	279,709	$	231,303
Contributions to noncontrolling interests		(114,536)		(43,104)		(38,964)
Purchase/ sale of noncontrolling interests		134,643		37,786		28,969
Contributions from noncontrolling interests		16,565		7,222		5,289
Changes in fair value of noncontrolling interests		(18,880)		86,233		24,222
Net income		94,718		42,857		28,839
Other comprehensive income (loss)		259		(212)		51
Ending balance as of December 31,	$	523,260	$	410,491	$	279,709

		2012		2011		2010
Beginning balance as of January 1,	$	410,491	$	279,709	$	231,303
Contributions to noncontrolling interests		(114,536)		(43,104)		(38,964)
Purchase/ sale of noncontrolling interests		134,643		37,786		28,969
Contributions from noncontrolling interests		16,565		7,222		5,289
Changes in fair value of noncontrolling interests		(18,880)		86,233		24,222
Net income		94,718		42,857		28,839
Other comprehensive income (loss)		259		(212)		51
Ending balance as of December 31,	$	523,260	$	410,491	$	279,709

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating Activities:
Net Income	$ 1,326,977	$ 1,177,262	$ 1,065,396
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	602,896	557,283	503,224
Change in noncontrolling interests	22,512		(8,949)
Change in deferred taxes, net	70,462	147,454	14,687
(Gain) loss on sale of investments	36,224	7,679	5,888
(Gain) loss on sale of fixed assets	6,700	(1,306)	(628)
Investment (gain)	(139,600)
Stock Option Compensation Expense	26,476		27,981
Cash outflow from hedging	(13,947)	(58,113)
Changes in assets and liabilities, net of amounts from businesses acquired:
Trade accounts receivable, net	(43,344)	(252,794)	(300,274)
Inventories, net	(48,279)	(151,890)	18,326
Prepaid expenses, other current and non-current assets	93,121	(119,131)	(51,356)
Accounts receivable, related parties	(25,859)	(11,669)	125,962
Accounts payable, related parties	10,064	(4,495)	(135,001)
Accounts payable, accrued expenses and other current and non-current liabilities	225,586		124,279
Income tax payable	(38,478)		(9,634)
Net cash provided by (used in) operating activities	2,039,063	1,446,482	1,368,125
Investing Activities:
Purchases of property, plant and equipment	(675,310)	(597,855)	(523,629)
Proceeds from sale of property, plant and equipment	9,667	27,325	16,108
Acquisitions and investments, net of cash acquired, and net purchases of intangible assets	(1,878,908)		(764,338)
Proceeds from divestitures		9,990	146,835
Net cash (used in) provided by investing activities	(2,281,245)	(2,345,869)	(1,125,024)
Financing Activities:
Proceeds from short-term borrowings and other financial liabilities	174,391	189,987	281,022
Repayments of short-term borrowings and other financial liabilities	(163,059)	(248,821)	(258,561)
Proceeds from short-term borrowings from related parties	39,829	146,872
Repayments of short-term borrowings from related parties	(64,112)	(127,015)
Proceeds from long-term debt and capital lease obligations (net of debt issuance costs of $127,854 in 2011 and $31,458 in 2010)	4,750,730	2,706,105	947,346
Repayments of long-term debt and capital lease obligations	(3,589,013)		(1,072,941)
Redemption of Trust Preferred Securities		653,760
Increase (decrease) of accounts receivable securitization program	(372,500)	24,500	296,000
Proceeds from exercise of stock options	121,126	94,893	109,518
Payment of dividends [N]	(271,733)	(280,649)	(231,967)
Distributions to noncontrolling interests	(195,023)	(129,542)	(111,550)
Contributions from noncontrolling interests	37,704	27,824	26,416
Net cash (used in) provided by financing activities	468,340	793,159	(14,717)
Effect of exchange rate changes on cash and cash equivalents	4,590	40,650	(6,739)
Cash and Cash Equivalents:
Net (decrease) in cash and cash equivalents	230,748		221,645
Cash and cash equivalents at beginning of period		522,870	301,225
Cash and cash equivalents at end of period	$ 688,040		$ 522,870

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Development of Allowance for Doubtful Accounts (Tables) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Valuation Allowance [Line Items]
Allowance for doubtful accounts as of January 1	$ 328,893	$ 299,751
Allowance for doubtful accounts as of December 31	$ 328,893	$ 299,751

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Related Party Transactions (Details) In Thousands, unless otherwise specified			12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2012 Maximum [Member] USD ($)	Dec. 31, 2011 Maximum [Member] USD ($)	Dec. 31, 2012 Minimum [Member] USD ($)	Dec. 31, 2011 Minimum [Member] USD ($)	Dec. 31, 2012 Fresenius SE [Member] USD ($)	Dec. 31, 2012 Fresenius SE [Member] EUR (€)	Dec. 31, 2012 Fresenius SE [Member] Cash Pooling Agreement [Member] USD ($)	Dec. 31, 2012 Fresenius SE [Member] Cash Pooling Agreement [Member] EUR (€)	Dec. 31, 2012 Fresenius SE [Member] Taxes Payable [Member] USD ($)	Dec. 31, 2012 Fresenius SE [Member] Taxes Payable [Member] EUR (€)	Dec. 31, 2012 General Partner [Member] USD ($)	Dec. 31, 2012 General Partner [Member] EUR (€)	Dec. 31, 2011 Equity Method Investees [Member] Sales To Related Party [Member] USD ($)
Related Party Transactions [Line Items]
Amount of transaction			$ 181,900	$ 86,547	$ 17,900	$ 10,000									$ 21,076
Due to related parties	$ 123,350	$ 111,226					$ 150,889	€ 104,400	$ 35,554	€ 24,600	$ 8,306	€ 5,747	$ 2,168	€ 1,500
Interest rate			2.683%	1.879%	1.832%	0.968%	0.245%	0.245%	1.942%	1.942%	6.00%	6.00%	1.335%	1.335%
Date of repayment							Jul. 31, 2011	Jul. 31, 2011	Jan. 03, 2011	Jan. 03, 2011			Aug. 19, 2011	Aug. 19, 2011

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Acquisition of Liberty Dialysis Holdings (Tables)

12 Months Ended

Dec. 31, 2012

Business Acquisition Date of Acquisition

Acquisition

Assets held for sale		$	164,068
Trade accounts receivable			156,443
Other current assets			20,488
Deferred tax assets			14,932
Property, plant and equipment			167,360
Intangible assets and other assets			84,056
Goodwill			1,999,862
Accounts payable, accrued expenses and other current liabilities			(116,153)
Income tax payable and deferred taxes			(42,697)
Short-term borrowings, other financial liabilities, long-term debt and capital lease obligations			(72,101)
Other liabilities			(29,800)
Noncontrolling interests (subject and not subject to put provisions)			(165,100)
Total acquisition cost		$	2,181,358
Less non-cash contributions at fair value
	Investment at acquisition date		(201,915)
	Long-term Notes Receivable		(282,784)
Total non-cash items			(484,699)
Net Cash paid		$	1,696,659

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Short-term Borrowings and Other Financial Liabilities and Short-term Borrowings from Related Parties (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Short Term Borrowings Other Financial Liabilities And Short Term Borrowings From Related Parties (Details) [Abstract]
Borrowings under lines of credit	$ 117,850	$ 91,899
Other financial liabilities		6,902
Related Party Transaction [Line Items]
Interest Expense Related Party	2,362	179	3,388
Short-term borrowings and other financial liabilities	117,850	98,801
Short Term Borrowings Due To Related Parties Current	3,973	28,013
Short-term borrowings, Other financial liabilities and Short-term borrowings from related parties	121,823	126,814
Lines of credit weighted average interest rate	4.88%	4.19%
Other commercial bank agreements, amounts available	234,005	234,370
Accounts receivable facility, weighted average interest rate	1.86%	1.86%
Maximum [Member]
Related Party Transaction [Line Items]
Related Party Transaction Amounts Of Transaction	181,900	86,547
Related Party Transaction Rate	2.683%	1.879%
Minimum [Member]
Related Party Transaction [Line Items]
Related Party Transaction Amounts Of Transaction	$ 17,900	$ 10,000
Related Party Transaction Rate	1.832%	0.968%
Fresenius SE [Member]
Related Party Transaction [Line Items]
Related Party Transaction Rate	0.245%
General Partner [Member]
Related Party Transaction [Line Items]
Related Party Transaction Rate	1.335%

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Sources Of Revenue

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Sources of Revenue

		2012		2011
Medicare ESRD program	$	4,029,773	$	3,391,339
Private/alternative payors		3,605,081		3,139,468
Medicaid and other government sources		474,520		429,010
Hospitals		400,791		377,316
Total patient service revenue	$	8,510,165	$	7,337,133

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Acquisition of Liberty Dialysis Holdings - Pro Forma (Tables)

12 Months Ended

Dec. 31, 2012

Pro Forma Tables

Pro Forma Tabular Disclosures

		For the years ended December 31,
		2012		2011
Pro forma net revenue		$	13,900,540	$	13,215,111
Pro forma net income attributable to shareholders of FMC-AG & Co. KGaA			1,054,872		1,077,218
Pro forma income per ordinary share
	Basic	$	3.46	$	3.56
	Fully diluted	$	3.44	$	3.53

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Stock Options

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Stock Options

16. Stock Options

In connection with its equity-settled stock option programs, the Company incurred compensation expense of $26,476, $29,071 and $27,981for the years ending December 31, 2012, 2011, and 2010, respectively. There were no capitalized compensation costs in any of the three years presented. The Company also recorded a related deferred income tax of $6,854, $8,195 and $8,020 for the years ending December 31, 2012, 2011, and 2010, respectively.

Stock Options and other Share-Based Plans

At December 31, 2012, the Company has awards outstanding under various stock-based compensation plans.

Fresenius Medical Care AG & Co. KGaA Long Term Incentive Program 2011

On May 12, 2011, the Fresenius Medical Care AG & Co. KGaA Stock Option Plan 2011 (“2011 SOP”) was established by resolution of the Company's AGM. The 2011 SOP, together with the Phantom Stock Plan 2011, which was established by resolution of the General Partner's Management and Supervisory Boards, forms the Company's Long Term Incentive Program 2011 (“2011 Incentive Program”). Under the 2011 Incentive Program, participants may be granted awards, which will consist of a combination of stock options and phantom stock. Awards under the 2011 Incentive Program will be granted over a five year period and can be granted on the last Monday in July and/or the first Monday in December each year.Prior to the respective grant, the participants will be able to choose how much of the granted value is granted in the form of stock options and phantom stock in a predefined range of 75:25 to 50:50, stock options vs. phantom stock. The number of phantom shares that plan participants may choose to receive instead of stock options within the aforementioned predefined range is determined on the basis of a fair value assessment pursuant to a binomial model. With respect to grants made in July, this fair value assessment will be conducted on the day following the Company's AGM and with respect to the grants made in December, on the first Monday in October.The awards under the 2011 Incentive Program are subject to a four-year vesting period. The vesting of the awards granted is subject to achievement of performance targets. The 2011 Incentive Program was established with a conditional capital increase up to €12,000 subject to the issue of up to twelve million non-par value bearer ordinary shares with a nominal value of €1.00, each of which can be exercised to obtain one ordinary share.

Members of the Management Board of the General Partner, members of the management boards of the Company's affiliated companies and the managerial staff members of the Company and of certain affiliated companies are entitled to participate in the 2011 Incentive Program. With respect to participants who are members of the General Partner's Management Board, the General Partner's Supervisory Board has sole authority to grant awards and exercise other decision making powers under the 2011 Incentive Program (including decisions regarding certain adjustments and forfeitures). The General Partner has such authority with respect to all other participants in the 2011 Incentive Program.

The exercise price of stock options granted under the 2011 Incentive Program shall be the average stock exchange price on the Frankfurt Stock Exchange of the Company's ordinary shares during the 30 calendar days immediately prior to each grant date. Stock options granted under the 2011 Incentive Program have an eight-year term and can be exercised only after a four-year vesting period. Stock options granted under the 2011 Incentive Program to US participants are non-qualified stock options under the United States Internal Revenue Code of 1986, as amended. Options under the 2011 Incentive Program are not transferable by a participant or a participant's heirs, and may not be pledged, assigned, or disposed of otherwise.

Phantom stock under the 2011 Incentive Program entitles the holders to receive payment in Euro from the Company upon exercise of the phantom stock. The payment per phantom share in lieu of the issuance of such stock shall be based upon the closing stock exchange price on the Frankfurt Stock Exchange of one of the Company's ordinary shares on the exercise date. Phantom stock have a five-year term and can be exercised only after a four-year vesting period, beginning with the grant date. For participants who are U.S. tax payers, the phantom stock is deemed to be exercised in any event in the month of March following the end of the vesting period.

During2012,under the Long Term Incentive Program 2011, the Company awarded 2,166,035stock options, including 310,005 stock options granted to members of the Management Board of Fresenius Medical Care Management AG (“Management Board”), the Company's general partner, at an average exercise price of $75.41 (€57.15), an average fair value of $15.48 each and a total fair value of $33,538 which will be amortized over the four-year vesting period. The Company also awarded 178,729 shares of phantom stock, including 23,407 shares of phantom stock granted to members of the Management Board at a measurement date average fair value of $64.58 (€48.95) each and a total fair value of $11,543, which will be revalued if the fair value changes, and amortized over the four-year vesting period.

During 2011, the Company awarded 1,947,231 stock options under the 2011 Incentive Program, including 307,515 stock options granted to members of the Management Board of FMC Management AG, the Company's general partner, at an average exercise price of $67.87 (€52.45), an average fair value of $19.27 each and a total fair value of $37,525, which will be amortized over the four-year vesting period. The Company awarded 215,638 phantom shares, including 29,313 phantom shares granted to members of the Management Board of FMC Management AG, the Company's general partner, at a measurement date average fair value of $63.71 (€49.24) each and a total fair value of $13,739 which will be revalued if the fair value changes, and amortized over the four year vesting period.

Incentive plan

In 2012, Management Board members were eligible for performance–related compensation that depended upon achievement of targets. The targets are measured by reference to operating profit margin, growth of group-wide after-tax earnings (EAT growth) as well as the development of free cash flow (cash flow before acquisitions), and are derived from the comparison of targeted and actually achieved current year figures. Targets are divided into Group level targets and those to be achieved in individual regions.

The bonus for fiscal year 2012 will consist proportionately of a cash component and a share-based component which will be paid in cash. Upon meeting the annual targets, the cash component will bepaid after the end of 2012. The share-based component is subject to a three-year vesting period, although a shorter period may apply in special cases. The amount of cash payment relating to the share-based component shall be based on the closing share price of Fresenius Medical Care AG & Co. KGaA ordinary shares upon exercise after the three-year vesting period. The amount of the achievable bonus for each of the members of the Management Board is capped.

Share-based compensation incurred under this plan for years 2012, 2011 and 2010was $2,751, $2,306 and $2,603, respectively.

Fresenius Medical Care AG & Co. KGaA Stock Option Plan 2006

During 2010, the Company awarded 2,817,879 options under the Amended 2006 Plan, including 423,300 options granted to members of the Management Board of FMC Management AG, the Company's general partner, at a weighted average exercise price of $57.07 (€42.71), a weighted average fair value of $10.47 each and a total fair value of $29,515 which will be amortized over the three year vesting period. After December 2010, no further grants were issued under the Amended 2006 Plan.

Options granted under the Amended 2006 Plan to US participants are non-qualified stock options under the United States Internal Revenue Code of 1986, as amended. Options under the Amended 2006 Plan are not transferable by a participant or a participant's heirs, and may not be pledged, assigned, or otherwise disposed of.

Fresenius Medical Care 2001 International Stock Option Plan

Under the Fresenius Medical Care 2001 International Stock Incentive Plan (the “2001 Plan”), options in the form of convertible bonds with a principal of up to €10,240 were issued to the members of the Management Board and other employees of the Company representing grants for up to 4 million non-voting preference shares. The convertible bonds originally had a par value of €2.56 and bear interest at a rate of 5.5%. In connection with the share split affected in 2007, the principal amount was adjusted in the same proportion as the share capital out of the capital increase and the par value of the convertible bonds was adjusted to €0.85 without affecting the interest rate. Effective May 2006, no further grants can be issued under the 2001 Plan and no options were granted under the 2001 Plan after 2005 and the outstanding options will expire before 2016.

Additional stock option plans information

At December 31, 2012, the Management Board members of the General Partner held 2,201,205stock options for ordinary shares and employees of the Company held 8,945,561 stock options for ordinary shares and 37,656 stock options for preference shares, under the various stock-based compensation plans of the Company.

At December 31, 2012, the Management Board members of the General Partner held 52,720 phantom shares and employees of the Company held 334,265 phantom shares under the 2011 Incentive Plan.

The Table below provides reconciliations for stock options outstanding at December 31, 2012, as compared to December 31, 2011.

				Weighted	Weighted
				average	average
			Options	exercise	exercise
			(in thousands)	price	price
Stock options for ordinary shares				€	$
	Balance at December 31, 2011		12,025	37.24	49.13
		Granted	2,166	57.15	75.41
		Exercised	2,575	30.62	40.40
		Forfeited	469	36.66	48.37
	Balance at December 31, 2012		11,147	42.66	56.29
Stock options for preference shares
	Balance at December 31, 2011		49	18.64	24.59
		Exercised	8	15.57	20.54
		Forfeited	3	18.64	24.59
	Balance at December 31, 2012		38	19.26	25.41

The following table provides a summary of fully vested options outstanding and exercisable for both preference and ordinary shares at December 31, 2012:

Fully Vested Outstanding and Exercisable Options
		Weighted
		average	Weighted	Weighted
	Number	remaining	average	average	Aggregate	Aggregate
	of	contractual	exercise	exercise	intrinsic	intrinsic
	Options	life in years	price	price	value	value
	(in thousands)		€	US$	€	US$
Options for preference shares	38	1.89	19.26	25.41	865	1,141
Options for ordinary shares	4,389	2.42	31.26	41.25	92,368	121,870

At December 31, 2012, there was $52,744 of total unrecognized compensation costs related to non-vested options granted under all plans. These costs are expected to be recognized over a weighted-average period of 2.0 years.

During the years ended December 31, 2012, 2011, and 2010, the Company received cash of $100,118, $81,883 and $96,204, respectively, from the exercise of stock options (see Note 13). The intrinsic value of options exercised for the twelve-month periods ending December 31, 2012, 2011, and 2010 was $83,690 $50,687 and $50,921, respectively. The Company recorded a related tax benefit of $21,008, $13,010 and $13,313 for the years ending December 31, 2012, 2011, and 2010, respectively.

In connection with cash-settled share based payment transactions under the 2011 Incentive Program the Company recognized expense of $5,144 and $1,859 for the years ending December 31, 2012 and 2011, respectively.

Fair Value Information

The Company used a binomial option-pricing model in determining the fair value of the awards under the 2011 SOP and the 2006 Plan. Option valuation models require the input of subjective assumptions including expected stock price volatility. The Company's assumptions are based upon its past experiences, market trends and the experiences of other entities of the same size and in similar industries. Expected volatility is based on historical volatility of the Company's shares. To incorporate the effects of expected early exercise in the model, an early exercise of vested options was assumed as soon as the share price exceeds 155% of the exercise price. The Company's stock options have characteristics that vary significantly from traded options and changes in subjective assumptions can materially affect the fair value of the option. The assumptions used to determine the fair value of the 2012 and 2011 grants are as follows:

	2012	2011
Expected dividend yield	1.61%	1.62%
Risk-free interest rate	1.09%	2.55%
Expected volatility	22.20%	22.22%
Expected life of options	8 years	8 years
Weighted average exercise price (in €)	57.15	52.45
Weighted average exercise price (in US-$)	75.41	67.87

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Employee Benefit Plans (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Domestic Pension Plans of Foreign Entity, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Benefit Obligation	$ 231,938	$ 160,449
United States Pension Plans of US Entity, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Benefit Obligation	$ 423,509	$ 352,296

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Consolidated Statements of Shareholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Preferred Stock, No par value [Member]	Common Stock, No par value [Member]	Additional paid in capital [Member]	Retained earnings [Member]	Accumulated other comprehensive income (loss) [Member]	Total FMC-AG and Co. KGaA [Member]	Noncontrolling interests not subject to put provisions [Member]
Shareholders equity at Dec. 31, 2009	$ 6,798,390	$ 4,343	$ 365,672	$ 3,243,466	$ 3,111,530	$ (49,724)	$ 6,675,287	$ 123,103
Shares issued at Dec. 31, 2009		3,884,328	295,746,635
Proceeds from exercise of options and related tax effects	102,246	97	3,330	98,819			102,246
Shares from exercise of options and related tax effects		72,840	2,532,366
Compensation expense related to stock options	27,981			27,981			27,981
Dividends paid	(231,967)				(231,967)		(231,967)	0
Purchase (sale) of noncontrolling interests	11,032			(6,263)			(6,263)	17,295
Cash contributions from noncontrolling interests	(54,225)							(54,225)
Changes in fair value of noncontrolling interests	(24,222)			(24,222)			(24,222)
Comprehensive income (loss)
Net Income	1,036,557				978,517		978,517	58,040
Other comprehensive income (loss) - net	(141,881)					(144,321)	(144,321)	2,440
Total comprehensive income	894,676						834,196	60,480
Shareholders equity at Dec. 31, 2010	7,523,911	4,440	369,002	3,339,781	3,858,080	(194,045)	7,377,258	146,653
Shares issued at Dec. 31, 2010		3,957,168	298,279,001
Proceeds from exercise of options and related tax effects	88,546	12	2,647	85,887			88,546
Shares from exercise of options and related tax effects		8,523	1,885,921
Compensation expense related to stock options	29,071			29,071			29,071
Dividends paid	(280,649)				(280,649)		(280,649)	0
Purchase (sale) of noncontrolling interests	3,789			(5,873)			(5,873)	9,662
Cash contributions from noncontrolling interests	(59,066)							(59,066)
Changes in fair value of noncontrolling interests	(86,233)			(86,233)			(86,233)
Comprehensive income (loss)
Net Income	1,134,405				1,071,154		1,071,154	63,251
Other comprehensive income (loss) - net	(292,757)					(291,722)	(291,722)	(1,035)
Total comprehensive income	841,648						779,432	62,216
Shareholders equity at Dec. 31, 2011	8,061,017	4,452	371,649	3,362,633	4,648,585	(485,767)	7,901,552	159,465
Shares issued at Dec. 31, 2011		3,965,691	300,164,922
Proceeds from exercise of options and related tax effects	113,786	10	3,266	110,510			113,786
Shares from exercise of options and related tax effects		7,642	2,574,836
Compensation expense related to stock options	26,476			26,476			26,476
Dividends paid	(271,733)				(271,733)		(271,733)
Purchase (sale) of noncontrolling interests	59,787			(26,918)			(26,918)	86,705
Cash contributions from noncontrolling interests	(26,428)							(26,428)
Changes in fair value of noncontrolling interests	18,880			18,880			18,880
Comprehensive income (loss)
Net Income	1,232,259				1,186,809		1,186,809	45,450
Other comprehensive income (loss) - net	(6,784)					(6,346)	(6,346)	(438)
Total comprehensive income	1,225,475						1,180,463	45,012
Shareholders equity at Dec. 31, 2012	$ 9,207,260	$ 4,462	$ 374,915	$ 3,491,581	$ 5,563,661	$ (492,113)	$ 8,942,506	$ 264,754
Shares issued at Dec. 31, 2012		3,973,333	302,739,758

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Consolidated Statements of Comprehensive Income
Net Income	$ 1,326,977	$ 1,177,262	$ 1,065,396
(Loss) gain related to cash flow hedges	24,019	(102,446)	(8,109)
Actuarial gains (losses) on defined benefit pension plans		81,906	35,654
(Loss) gain related to foreign currency translation	63,803	(181,234)	(110,888)
Income tax (expense) benefit related to components of other comprehensive income	8,831	72,617	12,821
Other comprehensive income (loss), net of tax	(6,525)	(292,969)
Total comprehensive income	1,320,452	884,293	923,566
Comprehensive income attributable to noncontrolling interests	(139,989)	(104,861)	(89,370)
Comprehensive income attributable to the Company	$ 1,180,463	$ 779,432	$ 834,196

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Short-Term Borrowings and Other Financial Liabilities, and Short-Term Borrowings from Related Parties

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Short-Term Borrowings and Other Financial Liabilities, and Short-Term Borrowings from Related Parties

9. Short-Term Borrowings, Other Financial Liabilities and Short-Term Borrowings from Related Parties

As of December 31, 2012 and December 31, 2011, short-term borrowings, other financial liabilities and short-term borrowings from related parties consisted of the following:

	2012		2011
Borrowings under lines of credit	$	117,850	$	91,899
Other financial liabilities		-		6,902
Short-term borrowings and other financial liabilities		117,850		98,801
Short-term borrowings from related parties (see Note 3.c.)		3,973		28,013
Short-term borrowings, Other financial liabilities and Short-term borrowings from related parties	$	121,823	$	126,814

Short-term Borrowings under lines of credit

Short-term borrowings of $117,850 and $91,899 at December 31, 2012 and 2011, respectively, represented amounts borrowed by the Company's subsidiaries under lines of credit with commercial banks. The average interest rates on these borrowings at December 31, 2012 and 2011were 4.93% and 4.88%, respectively.

Excluding amounts available under the 2012 Credit Agreement (see Note 10 below), at December 31, 2012 and 2011, the Company had $261,825 and $234,005 available under other commercial bank agreements. In some instances, lines of credit are secured by assets of the Company's subsidiary that is party to the agreement or may require the Company's guarantee. In certain circumstances, the subsidiary may be required to meet certain covenants.

Other Financial Liabilities

At December 31, 2012 and 2011, the Company had $0 and $6,902 of other financial liabilities which were mainly related the signing of a 2008 licensing and distribution agreement.

Short-term Borrowings from related parties

From time to time during each of the years presented, the Company received advances under the existing loan agreements with Fresenius SE for those years. During the year ended December 31, 2012, the Company received advances ranging from €8,300 to €196,400 with interest rates ranging from 1.365% to 1.838%. During the year ended December 31, 2011, the Company received advances ranging from €17,900 to €181,900 with interest rates ranging from 1.832% to 2.683%.For further information on short-term borrowings from related party outstanding as of December 31, 2012 and 2011, see Note 3 c. Annual interest expense on these borrowings during the years presented was $1,458, $2,362 and $179 for the years 2012, 2011 and 2010, respectively.

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Shareholders' Equity (Details)(USD ($)) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Class of Stock [Line Items]
Common stock authorized	385,396,450
Payment of dividends	$ 271,733	$ 280,649
Authorized capital 2010 one [Member]
Class of Stock [Line Items]
Common stock authorized		35,000
Authorized capital 2010 two [Member]
Class of Stock [Line Items]
Common stock authorized		25,000
Common Stock, No par value [Member]
Class of Stock [Line Items]
Stock options beginning balance		12,024,817
Weighted average remaining contractual life in years	2.42
Stock options exercised during the period		1,885,921
Preferred Stock, No par value [Member]
Class of Stock [Line Items]
Weighted average remaining contractual life in years	1.89
Stock options exercised during the period		8,523
Stock Options [Member]
Conditional capital [line items]
Conditional capital increase	$ 15,000

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Supplemental Condensed Combining Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements of Income
Net revenue	$ 13,800,282	$ 12,570,515	$ 11,844,194
Cost of revenues	9,199,029	8,418,474	8,009,132
Gross profit	4,601,253	4,152,041	3,835,062
Research and development	111,631	110,834	96,532
Operating income	2,218,573	2,074,892	1,923,805
Investment (gain)	(139,600)
Income before income taxes	1,932,113	1,778,359	1,643,741
Income tax expense	605,136	601,097	578,345
Net Income	1,326,977	1,177,262	1,065,396
(Loss) gain related to cash flow hedges	24,019	(102,446)	(8,109)
Actuarial gains (losses) on defined benefit pension plans	(103,178)
(Loss) gain related to foreign currency translation	63,803	(181,234)	(110,888)
Income tax (expense) benefit related to components of other comprehensive income	8,831	72,617	12,821
Less: Net income attributable to noncontrolling interests	140,168	106,108	86,879
Income attributable to the Company	1,186,809	1,071,154	978,517
Current assets:
Cash and cash equivalents	688,040		522,870	301,225
Trade accounts receivable less allowance for doubtful accounts of $328,893 in 2012 and $299,751 in 2011	3,019,424	2,798,318
Accounts receivable from related parties	137,809	111,008
Inventories	1,036,809	967,496
Prepaid expenses and other current assets	937,761	1,035,366
Deferred tax asset, current	307,613	325,539
Total current assets	6,127,456	5,695,019
Property, plant and equipment, net	2,940,603	2,629,701
Intangible assets	710,116	686,652
Goodwill	11,421,889	9,186,650	159,949
Deferred tax asset, non-current	133,753	88,159
Total assets	22,325,998	19,532,850
Current liabilities:
Accounts payable	622,294	541,423
Accounts payable to related parties	123,350	111,226
Accrued expenses and other current liabilities	1,787,471	1,704,273
Short-term borrowings and other financial liabilities	117,850	98,801
Short Term Borrowings Due To Related Parties Current	3,973	28,013
Current portion of long-term debt and capital lease obligations	334,747	1,589,776
Income tax payable, current	150,003	162,354
Deferred tax liability, current	30,303	26,745
Total current liabilities	3,169,991
Total long-term debt less current maturities	7,841,914	5,494,810
Other liabilities	294,569	236,628
Pension liabilities	423,361	290,493
Income tax payable, non-current	201,642	189,000
Deferred tax liability, non-current	664,001	587,800
Total liabilities	12,595,478	11,061,342
Noncontrolling interests subject to put provisions	523,260	410,491
Company shareholders' equity	8,942,506	7,901,552
Noncontrolling interests not subject to put provisions	264,754	159,465
Total equity	9,207,260	8,061,017	7,523,911	6,798,390
Total liabilities and equity	22,325,998	19,532,850
Consolidated Statements of Comprehensive Income
Net Income	1,326,977	1,177,262	1,065,396
(Loss) gain related to cash flow hedges	24,019	(102,446)	(8,109)
Actuarial gains (losses) on defined benefit pension plans	(103,178)
(Loss) gain related to foreign currency translation	63,803	(181,234)	(110,888)
Income tax (expense) benefit related to components of other comprehensive income	8,831	72,617	12,821
Other comprehensive income (loss), net of tax	(6,525)	(292,969)
Total comprehensive income	1,320,452	884,293	923,566
Comprehensive income attributable to noncontrolling interests	(139,989)	(104,861)	(89,370)
Comprehensive income attributable to the Company	$ 1,180,463	$ 779,432	$ 834,196

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Document and Entity Information [Abstract]
Document period end date		Dec. 31, 2012
Amendment flag		false
Entity registrant name		FRESENIUS MEDICAL CARE AG & Co. KGaA
Entity current reporting status		Yes
Entity voluntary filers		Yes
Entity central index key		0001333141
Document type		20-F
Current fiscal year end date		--12-31
Entity filer category		Large Accelerated Filer
Entity well known seasoned issuer		Yes
Entity common stock shares outstanding		300,164,922
Entity public float		$ 14,275,786,095
Document Fiscal Year Focus		2012
Document Fiscal Period Focus	FY

XML

Long-term Debt and Capital Lease Obligations

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Notes to Consolidated Financial Statements [Abstract]

Long-term Debt and Capital Lease Obligations

10. Long-term Debt and Capital Lease Obligations

As of December 31, 2012 and December 31, 2011, long-term debt and capital lease obligations consisted of the following:

	2012		2011
2012 Credit Agreement and Amended 2006 Senior Credit Agreement	$	2,659,340	$	2,795,589
Senior Notes		4,743,442		2,883,009
Euro Notes		51,951		258,780
European Investment Bank Agreements		324,334		345,764
Accounts receivable facility		162,000		534,500
Capital lease obligations		15,618		17,993
Other(1)		219,976		248,951
		8,176,661		7,084,586
Less current maturities		(334,747)		(1,589,776)
	$	7,841,914	$	5,494,810
(1) As of Dec 31, 2012 this amount includes the non-current portion of a loan from Fresenius SE subsidiary of $56,174 which is due on May 23, 2014.

On October 30, 2012, $2,109,166 was reclassified from Current portion of long-term debt to Long-term debt as a result of entering into the new 2012 Credit Agreement.

The Company's long-term debt consists mainly of borrowings related to its 2012 Credit Agreement, its Senior Notes, its Euro Notes, borrowings under its European Investment Bank Agreements, borrowings under its accounts receivable facility (“A/R Facility”)and certain other borrowings as follows:

2012 Credit Agreement

The Company entered into a new $3,850,000 syndicated credit facility (the “2012 Credit Agreement”) with a large group of banks and institutional investors (collectively, the “Lenders”) on October 30, 2012 which replaced its Amended 2006 Senior Credit Agreement. The new credit facility consists of:

• a 5-year revolving credit facility of approximately $1,250,000 comprising a $400,000 multicurrency revolving facility, a $200,000 revolving facility and a €500,000 revolving facility which will be due and payable on October 30, 2017.
• a 5-year term loan facility of $2,600,000, also scheduled to mature on October 30, 2017. The 2012 Credit Agreement requires 17 quarterly payments of $50,000 each, beginning in the third quarter of 2013 that permanently reduce the term loan facility. The remaining balance is due on October 30, 2017.

Interest on the new credit facilities will be, at the Company's option, at a rate equal to either (i) LIBOR or EURIBOR (as applicable) plus an applicable margin or (ii) the Base Rate as defined in the 2012 Credit Agreement plus an applicable margin.As of December 31, 2012, the tranches outstanding under the 2012 Credit Agreement had a weighted average interest rate of 2.35%.

The applicable margin is variable and depends on the Company's Consolidated Leverage Ratio which is a ratio of its Consolidated Funded Debt less cash and cash equivalents held by the Consolidated Group to Consolidated EBITDA (as these terms are defined in the 2012 Credit Agreement).

In addition to scheduled principal payments, indebtedness outstanding under the 2012 Credit Agreement will be reduced by portions of the net cash proceeds received from certain sales of assets and the issuance of certain additional debt.

Obligations under the 2012 Credit Agreement are secured by pledges of capital stock of certain material subsidiaries in favor of the Lenders.

The 2012 Credit Agreement contains affirmative and negative covenants with respect to the Company and its subsidiaries and other payment restrictions. Certain of the covenants limit indebtedness of the Company and investments by the Company, and require the Company to maintain certain financial ratios defined in the agreement. Additionally, the 2012 Credit Agreement provides for a limitation on dividends and other restricted payments which is €300,000 ($395,820 based upon the December 31, 2012 spot rate) for dividends to be paid in 2013, and increases in subsequent years. In default, the outstanding balance under the 2012 Credit Agreement becomes immediately due and payable at the option of the Lenders. The Company was in compliance with all covenants at December 31, 2012.

The Company incurred fees of approximately $27,193 in conjunction with the 2012 Credit Agreement. Certain fees related to the Amended 2006 Senior Credit Agreement of approximately $4,482 are also applicable to the 2012 Credit Agreement. These fees and the $22,361 of newly incurred fees will be amortized over the life of the 2012 Credit Agreement.

The following table shows the available and outstanding amounts under the 2012 Credit Agreement at December 31, 2012and the Amended 2006 Senior Credit Agreement atDecember 31, 2011:

	Maximum Amount Available December 31, 2012(1)				Balance Outstanding December 31, 2012(1)
2012 Credit Agreement
Revolving Credit USD	$	600,000	$	600,000	$	59,340	$	59,340
Revolving Credit EUR	€	500,000	$	659,700	€	-	$	-
Term Loan A	$	2,600,000	$	2,600,000	$	2,600,000	$	2,600,000
			$	3,859,700			$	2,659,340
	Maximum Amount Available December 31, 2011				Balance Outstanding December 31, 2011
Amended 2006 Senior Credit Agreement
Revolving Credit	$			1,200,000	$			58,970
Term Loan A				1,215,000				1,215,000
Term Loan B				1,521,619				1,521,619
	$			3,936,619	$			2,795,589
(1) These amounts represent the maximum amount available under the 2012 Credit Agreement, which replaced the Amended 2006 Senior Credit Agreement on October 30, 2012. The 2012 Credit Agreement utilizes different tranches than the previous agreement and, as such, the tables are presented separately for increased clarity.

In addition, atDecember 31, 2012 and December 31, 2011, the Company had letters of credit outstanding in the amount of $77,188and$180,766,respectively, which are not included above as part of the balance outstanding at those dates but which reduce available borrowings under the respective revolving credit facility.

Senior Notes

As of December 31, 2012, the Company's Senior Notes consisted of the following:

Issuer/Transaction	Face Amount		Maturity	Coupon	Book value
FMC Finance VI S.A. 2010/2016	€	250,000	July 15, 2016	5.50%	$	327,420
FMC Finance VIII S.A. 2011/2016(1)	€	100,000	October 15, 2016	3.71%	$	131,940
FMC US Finance, Inc. 2007/2017	$	500,000	July 15, 2017	6 7/8%	$	496,006
FMC Finance VIII S.A. 2011/2018	€	400,000	September 15, 2018	6.50%	$	521,834
FMC US Finance II, Inc. 2011/2018	$	400,000	September 15, 2018	6.50%	$	395,511
FMC US Finance II, Inc. 2012/2019	$	800,000	July 31, 2019	5.625%	$	800,000
FMC Finance VIII S.A. 2012/2019	€	250,000	July 31, 2019	5.25%	$	329,850
FMC US Finance, Inc. 2011/2021	$	650,000	February 15, 2021	5.75%	$	645,061
FMC Finance VII S.A. 2011/2021	€	300,000	February 15, 2021	5.25%	$	395,820
FMC US Finance II, Inc. 2012/2022	$	700,000	January 31, 2022	5.875%	$	700,000
					$	4,743,442
(1) This note carries a variable interest rate which was 3.71% at December 31, 2012.

In January 2012, $800,000 and $700,000 of dollar-denominated senior notes and €250,000 ($328,625 at date of issuance) of euro-denominated notes were issued at par.Both the $800,000 Senior Notes and the Euro-denominated Senior Notes are due July 31, 2019 while the $700,000 Senior Notes are due January 31, 2022. The proceeds were used for acquisitions and for general corporate purposes.

In October 2011, €100,000 ($137,760 at date of issuance) of floating rate senior noteswere issued at par. These floating rate senior notes are due October 15, 2016. Proceeds were used for acquisitions, to refinance indebtedness outstanding under the Amended 2006 Senior Credit Agreement and for general corporate purposes.

In September 2011, $400,000 of dollar-denominated senior notes and €400,000 ($549,160 at date of issuance) of euro-denominated senior notes were issued at an issue price of 98.623%. Both the dollar- and euro-denominated senior notes have a coupon of 6.50% and a yield to maturity of 6.75% and mature on September 15, 2018. Proceeds were used for acquisitions, to refinance indebtedness outstanding under the revolving credit facility of the Amended 2006 Senior Credit Agreement and under the A/R Facility, and for general corporate purposes.

In June 2011, Fresenius Medical Care US Finance, Inc. acquired substantially all of the assets of FMC Finance III S.A. (“FMC Finance III”) and assumed the obligations of FMC Finance III under its $500,000 67/8% Senior Notes due 2017 (the “6 7/8% Senior Notes”) and the related indenture. The guarantees of the Company and its subsidiaries, FMCH and Fresenius Medical Care Deutschland GmbH (D-GmbH”), (together, the “Guarantor Subsidiaries”) for the 6 7/8% Senior Notes have not been amended and remain in full force and effect.The 6 7/8% Notes were issued in July 2007 with a coupon of 6 7/8% at a discount, resulting in an effective interest rate of 7 1/8%.

In February 2011, $650,000 of dollar-denominated senior notes and €300,000 ($412,350 at date of issuance) of euro-denominated senior notes were issued with coupons of 5.75% and 5.25%, respectively, at an issue price of 99.060% and par, respectively. The dollar-denominated senior notes had a yield to maturity of 5.875%. Both the dollar- and euro-denominated senior notes mature on February 15, 2021. Proceeds were used to repay indebtedness outstanding under the A/R Facility and the revolving credit facility of the Amended 2006 Senior Credit Agreement, for acquisitions and for general corporate purposes to support the Company's renal dialysis products and services businesses.

In January 2010, €250,000 ($353,300 at date of issuance) of senior notes was issued with a coupon of 5.50% at an issue price of 98.6636%. These senior notes had a yield to maturity of 5.75% and are due July 15, 2016. Proceeds were used to repay short-term indebtedness and for general corporate purposes.

All Senior Notes are unsecured and guaranteed on a senior basis jointly and severally by the Company and the Guarantor Subsidiaries. The issuers may redeem the Senior Notes (except for the Floating Rate Senior Notes) at any time at 100% of principal plus accrued interest and a premium calculated pursuant to the terms of the indenture. The holders have the right to request that the issuers repurchase the Senior Notes at 101% of principal plus accrued interest upon the occurrence of a change of control followed by a decline in the ratings of the respective Senior Notes.

The Company has agreed to a number of covenants to provide protection to the holders which, under certain circumstances, limit the ability of the Company and its subsidiaries to, among other things, incur debt, incur liens, engage in sale-leaseback transactions and merge or consolidate with other companies or sell assets. As of December 31, 2012, the Company was in compliance with all of its covenants under the Senior Notes.

Euro Notes

In April 2009, the Company issued euro-denominated notes (“Euro Notes”) totaling €200,000, which are senior, unsecured and guaranteed by FMCH and D-GmbH, which originally consisted of 4 tranches having terms of 3.5 and 5.5 years with floating and fixed interest rate tranches.As of December 31, 2012, the Company was in compliance with all of its covenants under the Euro Notes. As of December 31, 2012, the Euro Notes had an outstanding balance of €39,375 ($51,951).

European Investment Bank Agreements

The Company entered into various credit agreements with the European Investment Bank (“EIB”) in 2005, 2006 and 2009. The EIB is a not-for-profit long-term lending institution of the European Union and lends funds at favourable rates for the purpose of capital investment and R&D projects, normally for up to half of the funds required for such projects.

Borrowings under the four EIB credit facilities available at December 31, 2012 and 2011 are shown below:

		Balance outstanding
		December 31,
	Maturity	2012		2011
Revolving Credit	2013	$	90,812	$	115,812
Loan 2005	2013		48,806		48,806
Loan 2006	2014		118,746		116,451
Loan 2009	2014		65,970		64,695
		$	324,334	$	345,764

While the EIB agreements were granted in euro, advances under the Revolving Credit, Loan 2005 and Loan 2006 could be denominated in certain foreign currencies, including U.S. dollars. As a result, the borrowings under the Revolving Credit and Loan 2005 have been drawn down in U.S. dollars, while the borrowings under Loan 2006 and Loan 2009 have been drawn down in euro.As ofDecember 31, 2012, all credit facilities are fully utilized.

In 2013, both the Revolving Credit and Loan 2005 will mature. The outstanding balances have been reclassified to Current portion of Long-term debt and capital lease obligations.

All agreements with the EIB have variable interest rates that change quarterly. The Company's U.S. dollar borrowings had an interest rate of 0.438% and the euro borrowings had interest rates of 0.171% and 2.40% at December 31, 2012 and the dollar borrowings had an interest rate of 0.676% and the euro borrowings had interest rates of 1.565% and 3.666% at December 31, 2011.

Borrowings under the 2005 and 2006 agreements are secured by bank guarantees while the 2009 agreement is guaranteed by FMCH and D-GmbH. All EIB agreements have customary covenants. As of December 31, 2012, the Company was in compliance with the respective covenants.

Accounts Receivable Facility

The Company refinanced the A/R Facility on January 17, 2013 for a term expiring on January 15, 2016 with the available borrowings at $800,000. At December 31, 2012 there are outstanding borrowings under the A/R Facility of $162,000.

Under the A/R Facility, certain receivables are sold to NMC Funding Corporation (“NMC Funding”), a wholly-owned subsidiary. NMC Funding then assigns percentage ownership interests in the accounts receivable to certain bank investors. Under the terms of the A/R Facility, NMC Funding retains the right, at any time, to recall all the then outstanding transferred interests in the accounts receivable. Consequently, the receivables remain on the Company's Consolidated Balance Sheet and the proceeds from the transfer of percentage ownership interests are recorded as long-term debt.

NMC Funding pays interest to the bank investors calculated based on the commercial paper rates for the particular tranches selected. The average interest rate during 2012 was 1.697%. Refinancing fees, which include legal costs and bank fees, are amortized over the term of the facility.

Other

At December 31, 2012 and 2011, in conjunction with certain acquisitions and investments, the Company had pending payments of the purchase considerations totaling approximately $142,229 and $228,398, respectively, of which $75,266 and $103,828, respectively, was classified as the current portion of long-term debt.

Annual Payments

Aggregate annual payments applicable to the 2012 Credit Agreement, Senior Notes, Euro Notes, EIB agreements, capital leases, the A/R Facility and other borrowings for the five years subsequent to December 31, 2012 are:

2013	$	334,747
2014		529,065
2015		232,378
2016(a)		828,523
2017		2,461,714
Thereafter		3,812,012
	$	8,198,439
(a) The Company refinanced the A/R facility, which was set to mature on July 31, 2014, on January 17, 2013. The payments related to this facility will mature on January 15, 2016.

XML

Commitments and Contingencies (Details) (Insurance Claims [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Insurance Claims [Member]
Loss Contingencies [Line Items]
Loss Contingency Accrual Carrying Value Current	$ 115,000

XML

Supplementary Cash Flow Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Supplementary cash flow information:
Cash paid for interest	$ 349,415	$ 259,835	$ 264,525
Cash paid for income taxes, net of tax refund	552,711	455,805	520,766
Cash inflow for income taxes from stock option exercises	21,008	13,010	13,313
Supplemental disclosures of cash flow information, details for acquisitions:
Assets acquired	(2,519,189)	(1,684,630)	(668,198)
Liabilities assumed	241,342	215,253	102,698
Noncontrolling interest subject to put provisions	123,210	26,684
Noncontrolling interest	104,947	20,983	36,141
Obligations assumed in connection with acquisition	6,624	20,016	31,666
Cash paid	(2,043,066)	(1,401,694)	(497,693)
Less cash acquired	$ 173,278	$ 47,461	$ 16,318

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 688,040
Trade accounts receivable less allowance for doubtful accounts of $328,893 in 2012 and $299,751 in 2011	3,019,424	2,798,318
Accounts receivable from related parties	137,809	111,008
Inventories	1,036,809	967,496
Prepaid expenses and other current assets	937,761	1,035,366
Deferred tax asset, current	307,613	325,539
Total current assets	6,127,456	5,695,019
Property, plant and equipment, net	2,940,603	2,629,701
Intangible assets	710,116	686,652
Goodwill	11,421,889	9,186,650
Deferred tax asset, non-current	133,753	88,159
Equity Method Investments	637,373	692,025
Other assets	354,808	554,644
Total assets	22,325,998	19,532,850
Current liabilities:
Accounts payable	622,294	541,423
Accounts payable to related parties	123,350	111,226
Accrued expenses and other current liabilities	1,787,471	1,704,273
Short-term borrowings and other financial liabilities	117,850	98,801
Short-term borrowings from related parties	3,973	28,013
Current portion of long-term debt and capital lease obligations	334,747	1,589,776
Income tax payable, current	150,003	162,354
Deferred tax liability, current	30,303	26,745
Total current liabilities	3,169,991
Total long-term debt less current maturities	7,841,914	5,494,810
Other liabilities	294,569	236,628
Pension liabilities	423,361	290,493
Income tax payable, non-current	201,642	189,000
Deferred tax liability, non-current	664,001	587,800
Total liabilities	12,595,478	11,061,342
Noncontrolling interests subject to put provisions	523,260	410,491
Company shareholders' equity:
Preferred stock, no par value, 1.00 Euro nominal value, 7,066,522 shares authorized, 3,973,333 issued and outstanding	4,462	4,452
Common stock, no par value, 1.00 Euro nominal value, 385,396,450 shares authorized, 302,739,758 issued and outstanding	374,915	371,649
Additional paid-in capital	3,491,581	3,362,633
Retained earnings	5,563,661	4,648,585
Accumulated other comprehensive (loss)	(492,113)
Total Company shareholders' equity	8,942,506	7,901,552
Noncontrolling interests not subject to put provisions	264,754	159,465
Total equity	9,207,260	8,061,017
Total liabilities and equity	$ 22,325,998	$ 19,532,850

XML

Inventories

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Inventories

4. Inventories

As of December 31, 2012 and December 31, 2011, inventories consisted of the following:

			2012		2011
Finished goods		$	627,338	$	610,569
Raw materials and purchased components			171,373		163,030
Health care supplies			154,840		133,769
Work in process			83,258		60,128
	Inventories	$	1,036,809	$	967,496

Under the terms of certainunconditional purchase agreements, including the Venofer® license, distribution, manufacturing and supply agreement (the “Venofer® Agreement”) with Luitpold Pharmaceuticals, Inc. and American Regent, Inc.,the Company is obligated to purchase approximately $465,348 of materials, of which $316,954 is committed at December 31, 2012 for 2013. The terms of these agreements run 1 to 9 years. In the fourth quarter of 2012, the Company amended the Venofer® Agreement which resulted in a decrease of the 2013 purchase commitment of $91,764 and in 2014 and thereafter, the Company is required to determine their minimum purchase requirements for the subsequent year on a yearly basis.The Company incurred anOther operating expense of $100,000 related to this contract amendment.

Healthcare supplies inventories as of December 31, 2012 and2011 include $29,704 and$47,654, respectively, of Erythropoietin ("EPO"). On January 1, 2012, the Company entered into athree-year sourcing and supply agreement with its EPO supplier.

XML

Related Party Transactions

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Related Party Transactions

3. Related Party Transactions

The Company's parent, Fresenius SE & Co. KGaA, is a German partnership limited by shares resulting from the change of legal form effective January 28, 2011, of Fresenius SE, a European Company (SocietasEuropaea), and which, prior to July 13, 2007, was called Fresenius AG, a German stock corporation. In these Consolidated Financial Statements, Fresenius SE refers to that company as a partnership limited by shares, effective on and after January 28, 2011, as well as both before and after the conversion of Fresenius AG from a stock corporation into a European Company. Fresenius SE owns 100% of the share capital of Fresenius Medical Care Management AG, the Company's general partner (“General Partner”). From November 16, 2011 until February 29, 2012, Fresenius SE purchased 3.5 million ordinary shares of FMC-AG & Co. KGaA in market transactions. Fresenius SE, the Company's largest shareholder, owns approximately 31.2% of the Company's voting shares as of December 31, 2012.

a)       Service and Lease Agreements

The Company is party to service agreements with Fresenius SE and certain of its affiliates (collectively the “Fresenius SE Companies”) to receive services, including, but not limited to: administrative services, management information services, employee benefit administration, insurance, information technology services, tax services and treasury management services. During 2012,2011 and 2010, amounts charged by Fresenius SE to the Company under the terms of these agreements were $80,778, $75,969 and $59,501, respectively. The Company also provides certain services to the Fresenius SE Companies, including research and development, central purchasing and warehousing. The Company charged $5,810, $6,555, $6,115for services rendered to the Fresenius SE Companies during 2012,2011 and 2010, respectively.

Under real estate operating lease agreements entered into with the Fresenius SE Companies, which are leases for the corporate headquarters in Bad Homburg, Germany and production sites in Schweinfurt and St. Wendel, Germany, the Company paid the Fresenius SE Companies $25,179, $25,833and $23,807 during 2012,2011 and 2010, respectively. The majority of the leases expire in 2016 and contain renewal options.

The Company's Articles of Association provide that the General Partner shall be reimbursed for any and all expenses in connection with management of the Company's business, including remuneration of the members of the General Partner's supervisory board and the General Partner's management board. The aggregate amount reimbursed to the General Partner was $18,995, $13,511 and $16,123, respectively, for its management services during2012,2011and 2010 and included$94, $84 and $80, respectively, as compensation for their exposure to risk as general partner. The Company's Articles of Association set the annual compensation for assuming unlimited liability at 4% of the amount of the General Partner's share capital, which increased by €1,500 to €3,000 on October 10, 2012.

b)       Products

During2012, 2011 and 2010the Company sold products to the Fresenius SE Companies for $22,098, $20,220 and $15,413respectively. During the same periods, the Company made purchases from the Fresenius SE Companies in the amount of $46,072, $52,587 and $43,474respectively.

In addition to the purchases noted above, the Company currently purchases heparin supplied by Fresenius Kabi USA, Inc. (“Kabi USA”), through an independent group purchasing organization (“GPO”). Kabi USA is wholly-owned by Fresenius Kabi AG, a wholly-owned subsidiary of Fresenius SE. The Company has no direct supply agreement with Kabi USA and does not submit purchase orders directly to Kabi USA. During 2012,2011 and 2010,Fresenius Medical Care Holdings, Inc. (“FMCH”) acquired approximately $14,136, $24,106 and $30,703, respectively, of heparin from Kabi USA through the GPO contract, which was negotiated by the GPO at arm's length on behalf of all members of the GPO.

c)       Financing Provided by and to Fresenius SE and the General Partner

As of December 31, 2012, the Company provided a loan to Fresenius SE of €20,900($27,575 as of December 31, 2012) at an interest rate of 1.484%, due and paid on January 11, 2013.

As of December 31, 2012, the Company had loans of CNY 362,425 ($58,168 as of December 31, 2012) outstanding with a subsidiary of Fresenius SE at a weighted average interest rate of 6.115%,with the majority of the loans due on May 23, 2014.

The Company, at December 31, 2012, had a receivable from Fresenius SE in the amount of €4,721 ($6,227 as of December 31, 2012) resulting from being a party to a German trade tax group agreement with Fresenius SE for the fiscal years 1997-2001.

On August 19, 2009, the Company borrowed €1,500 ($1,979 as of December 31, 2012) from the General Partner at 1.335%. The loan repayment has been extended periodically and is currently due August 20, 2013 at an interest rate of 2.132%.

d) Other

The Company performs clinical studies for certain of its joint ventures for which services the Company received approximately $7,432 and $9,355 in 2012 and 2011, respectively.

The Chairman of the Company's Supervisory Board is also the Chairman of the Supervisory Board of Fresenius SE and of the general partner of Fresenius SE. He is also a member of the Supervisory Board of the Company's General Partner.

The Vice Chairman of the Company's Supervisory Board is a member of the Supervisory Board of the general partner of Fresenius SE and Vice Chairman of the Supervisory Board of the Company's General Partner. He is also Chairman of the Advisory Board of a charitable foundation that is the sole shareholder of the general partner of Fresenius SE. He is also a partner in a law firm which provided services to the Company and certain of its subsidiaries.During 2012, the Company and its subsidiaries paid or processed for payment, approximately $1,797 for services performed during the period October 1, 2011 through September 30, 2012. During 2011, the Company and its subsidiaries paid approximately $1,930 for services performed during the period October 1, 2010 through September 30, 2011. During 2010, the Company and its subsidiaries paid approximately $1,601 for services performed during the period October 1, 2009 through September 30, 2010. Five of the six members of the Company's Supervisory Board, including the Chairman and Vice Chairman, are also members of the Supervisory Board of the Company's General Partner.

The Chairman of the Supervisory Board of the Company's general partner is also the Chairman of the Management Board of the general partner of Fresenius SE, and the Chairman and Chief Executive Officer of the Management Board of the Company's general partner is a member of the Management Board of the general partner of Fresenius SE.

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Earnings Per Share

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Earnings Per Share

15. Earnings Per Ordinary Share

The following table contains reconciliations of the numerators and denominators of the basic and diluted earnings per ordinary share computations for 2012, 2011 and 2010:

		2012		2011		2010
Numerators:
Net income attributable to shareholders of FMC-AG & Co. KGaA		$	1,186,809	$	1,071,154	$	978,517
less:
	Dividend preference on Preference shares		102		110		104
Income available to all classes of shares		$	1,186,707	$	1,071,044	$	978,413
Denominators:
Weighted average number of:
Ordinary shares outstanding			301,139,652		299,012,744		296,808,978
Preference shares outstanding			3,969,307		3,961,617		3,912,348
Total weighted average shares outstanding			305,108,959		302,974,361		300,721,326
Potentially dilutive Ordinary shares			1,761,064		1,795,743		1,311,042
Potentially dilutive Preference shares			16,851		20,184		35,481
Total weighted average Ordinary shares outstanding assuming dilution			302,900,716		300,808,487		298,120,020
Total weighted average Preference shares outstanding assuming dilution			3,986,158		3,981,801		3,947,829
Basic income per Ordinary share		$	3.89	$	3.54	$	3.25
Fully diluted income per Ordinary share		$	3.87	$	3.51	$	3.24

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Employee Benefit Plans

11. Employee Benefit Plans

General

FMC-AG & Co. KGaA recognizes pension costs and related pension liabilities for current and future benefits to qualified current and former employees of the Company. The Company's pension plans are structured differently according to the legal, economic and fiscal circumstances in each country. The Company currently has two types of plans, defined benefit and defined contribution plans. In general, plan benefits in defined benefit plans are based on all or a portion of the employees' years of services and final salary. Plan benefits in defined contribution plans are determined by the amount of contribution by the employee and the employer, both of which may be limited by legislation, and the returns earned on the investment of those contributions.

Upon retirement under defined benefit plans, the Company is required to pay defined benefits to former employees when the defined benefits become due. Defined benefit plans may be funded or unfunded. The Company has two major defined benefit plans, one funded plan in North America and an unfunded plan in Germany.

Actuarial assumptions generally determine benefit obligations under defined benefit plans. The actuarial calculations require the use of estimates. The main factors used in the actuarial calculations affecting the level of the benefit obligations are: assumptions on life expectancy, the discount rate and future salary and benefit levels. Under the Company's funded plans, assets are set aside to meet future payment obligations. An estimated return on the plan assets is recognized as income in the respective period. Actuarial gains and losses are generated when there are variations in the actuarial assumptions and by differences between the actual and the estimated projected benefits obligations and the return on plan assets for that year. The company's pension liability is impacted by these actuarial gains or losses.

Under defined contribution plans, the Company pays defined contributions to an independent third party as directed by the employee during the employee's service life, which satisfies all obligations of the Company to the employee. The employee retains all rights to the contributions made by the employee and to the vested portion of the Company paid contributions upon leaving the Company. The Company has a defined contribution plan in North America.

Defined Benefit Pension Plans

During the first quarter of 2002, FMCH, the Company's North America subsidiary, curtailed its defined benefit and supplemental executive retirement plans. Under the curtailment amendment for substantially all employees eligible to participate in the plan, benefits have been frozen as of the curtailment date and no additional defined benefits for future services will be earned. The Company has retained all employee benefit obligations as of the curtailment date. Each year FMCH contributes at least the minimum amount required by the Employee Retirement Income Security Act of 1974, as amended. In 2012, FMCH's minimum funding requirement was $6,200. In addition to the compulsory contributions, the Company voluntarily provided $4,604 to the defined benefit plan. Expected funding for 2013 is $10,307.

The benefit obligation for all defined benefit plans at December 31, 2012, is $655,447 (2011: $512,745) which consists of the gross benefit obligation of $423,509 (2011: $352,296) for the North America plan, which is funded by plan assets, and the benefit obligation of $231,938 (2011: $160,449) for the German unfunded plan.

The following table shows the changes in benefit obligations, the changes in plan assets, and the funded status of the pension plans. Benefits paid as shown in the changes in benefit obligations represent payments made from both the funded and unfunded plans while the benefits paid as shown in the changes in plan assets include only benefit payments from the Company's funded benefit plan.

	2012		2011
Change in benefit obligation:
Benefit obligation at beginning of year	$	512,745	$	425,472
Foreign currency translation		4,955		(6,207)
Service cost		10,704		10,625
Interest cost		26,194		24,822
Transfer of plan participants		(68)		61
Actuarial (gain) loss		122,800		69,769
Benefits paid		(21,883)		(11,797)
Benefit obligation at end of year	$	655,447	$	512,745
Change in plan assets:
Fair value of plan assets at beginning of year	$	218,990	$	232,325
Actual return on plan assets		18,356		(4,174)
Employer contributions		10,804		556
Benefits paid		(19,757)		(9,717)
Fair value of plan assets at end of year	$	228,393	$	218,990
Funded status at end of year	$	427,054	$	293,755

The Company had a pension liability of $427,054 and $293,755 at December 31, 2012 and 2011, respectively. The pension liability consists of a current portion of $3,693 (2011: $3,262) which is recognized as a current liability in the line item “accrued expenses and other current liabilities” in the balance sheet. The non-current portion of $423,361 (2011: $290,493) is recorded as non-current pension liability in the balance sheet. Approximately 83% of the beneficiaries are located in North America with the majority of the remaining 17% located in Germany.

The accumulated benefit obligation for all defined benefit pension plans was $616,572 and $486,143 at December 31, 2012 and 2011, respectively. The accumulated benefit obligation for all defined benefit pension plans with an obligation in excess of plan assets was $616,572 and $486,143 at December 31, 2012 and 2011, respectively; the related plan assets had a fair value of $228,393 and $218,990 at December 31, 2012 and 2011, respectively.

The table below reflects pre-tax effects of actuarial losses (gains) in other comprehensive income relating to pension liabilities. As of December 31, 2012, there are no cumulative effects of prior service costs included in other comprehensive income.

	Actuarial losses (gains)
Adjustments related to pensions at January 1, 2011	$	102,872
Additions		91,693
Releases		(8,737)
Foreign currency translation adjustment		(1,050)
Adjustments related to pensions at December 31, 2011	$	184,778
Additions		119,685
Releases		(18,334)
Foreign currency translation adjustment		1,827
Adjustments related to pensions at December 31, 2012	$	287,956

The actuarial loss expected to be amortized from other comprehensive income into net periodic pension cost over the next year is $25,646.

The discount rates for all plans are based upon yields of portfolios of equity and highly rated debt instruments with maturities that mirror the plan's benefit obligation. The Company's discount rate is the weighted average of these plans based upon their benefit obligations at December 31, 2012. The following weighted-average assumptions were utilized in determining benefit obligations as of December 31:

in %	2012	2011
Discount rate	4.14	5.10
Rate of compensation increase	3.32	3.69

The defined benefit pension plans' net periodic benefit costs are comprised of the following components for each of the years ended December 31:

	2012		2011		2010
Components of net periodic benefit cost:
Service cost	$	10,704	$	10,625	$	7,982
Interest cost		26,194		24,822		22,615
Expected return on plan assets		(15,241)		(17,750)		(17,453)
Amortization of unrealized losses		18,334		8,737		5,313
Net periodic benefit costs	$	39,991	$	26,434	$	18,457

Net periodic benefit cost is allocated as personnel expense within costs of revenues, selling, general and administrative expense or research and development expense. This is depending upon the area in which the beneficiary is employed.

The following weighted-average assumptions were used in determining net periodic benefit cost for the year ended December 31:

in %	2012	2011	2010
Discount rate	5.10	5.70	6.00
Expected return of plan assets	7.00	7.50	7.50
Rate of compensation increase	3.69	4.00	4.01

Expected benefit payments for the next five years and in the aggregate for the five years thereafter are as follows:

2013	$	15,817
2014		17,320
2015		18,909
2016		20,723
2017		22,690
2018-2022		143,456

Plan Assets

The following table presents the fair values of the Company´s pension plan assets at December 31, 2012.

			Fair Value Measurements at December 31, 2012						Fair Value Measurements at December 31, 2011
			Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs				Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
Asset Category	Total		(Level 1)		(Level 2)		Total		(Level 1)		(Level 2)
Equity Investments
Index Funds(1)	$	58,511	$	-	$	58,511	$	55,538	$	-	$	55,538
Fixed Income Investments
Government Securities(2)		9,859		8,504		1,355		6,612		5,025		1,587
Corporate Bonds(3)		152,332		-		152,332		143,782		-		143,782
Other Bonds(4)		457		-		457		483		-		483
U.S. Treasury Money Market Funds(5)		2,975		2,975		-		6,600		6,600		-
Other types of investments
Cash, Money Market and Mutual Funds(6)		4,259		4,259		-		5,975		5,975		-
Total	$	228,393	$	15,738	$	212,655	$	218,990	$	17,600	$	201,390
(1) This category comprises low-cost equity index funds not actively managed that track the S&P 500, S&P 400, Russell 2000, MSCI Emerging Markets Index and the Morgan Stanley International EAFE Index
(2) This Category comprises fixed income investments by the U.S. government and government sponsored entities
(3) This Category primarily represents investment grade bonds of U.S. issuers from diverse industries
(4) This Category comprises private placement bonds as well as collateralized mortgage obligations
(5) This Category represents funds that invest in treasury obligations directly or in treasury backed obligations
(6) This Category represents cash, money market funds as well as mutual funds comprised of high grade corporate bonds

The methods and inputs used to measure the fair value of plan assets are as follows:

• Common stocks are valued at their market prices as of the balance sheet date.
• Index funds are valued based on market quotes.
• Government bonds are valued based on both market prices and market quotes.
• Corporate bonds and other bonds are valued based on market quotes as of the balance sheet date.
• Cash is stated at nominal value which equals the fair value.
• U.S. Treasury money market funds as well as other money market and mutual funds are valued at their market price.

Plan Investment Policy and Strategy

For the North America funded plan, the Company periodically reviews the assumption for long-term expected return on pension plan assets. As part of the assumptions review, a range of reasonable expected investment returns for the pension plan as a whole was determined based on an analysis of expected future returns for each asset class weighted by the allocation of the assets. The range of returns developed relies both on forecasts, which include the actuarial firm's expected long-term rates of return for each significant asset class or economic indicator, and on broad-market historical benchmarks for expected return, correlation, and volatility for each asset class. As a result, the Company's expected rate of return on pension plan assets was 7.00% for 2012.

The Company´s overall investment strategy is to achieve a mix of approximately 96% of investments for long-term growth and 4% for near-term benefit payments with a wide diversification of asset types, fund strategies and fund managers.

The investment policy, utilizing a revised target investment allocation of 35% equity and 65% long-term U.S. bonds, considers that there will be a time horizon for invested funds of more than 5 years. The total portfolio will be measured against a policy index that reflects the asset class benchmarks and the target asset allocation. The Plan policy does not allow investments in securities of the Company or other related party securities. The performance benchmarks for the separate asset classes include: S&P 500 Index, S&P 400 Index, Russell 2000 Growth Index, MSCI EAFE Index, MSCI Emerging Markets Index, Barclays Capital Long Term Government Index and Barclays Capital 20 Year US Treasury Strip Index.

Defined Contribution Plans

Most FMCH employees are eligible to join a 401(k) savings plan. Employees can deposit up to 75% of their pay up to a maximum of $16.5 if under 50 years old ($22 if 50 or over) under this savings plan. The Company will match 50% of the employee deposit up to a maximum Company contribution of 3% of the employee's pay. The Company's total expense under this defined contribution plan for the years ended December 31, 2012, 2011, and 2010, was $38,582, $33,741 and $31,583, respectively.

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Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax [Abstract]
Changes in fair value of cash flow hedges during the period - pretax		$ (104,130)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax		41,825
Changes in fair value of cash flow hedges during the period, OCI net of tax	(16,099)
Reclassification adjustments - pretax		1,684
Reclassification adjustments - tax effect		(796)
Reclassification adjustments - net	13,979
Total other comprehensive income (loss) relating to cash flow hedges - pretax	24,019	(102,446)	(8,109)
Foreign-currency translation adjustment - pretax	63,803	(181,234)	(110,888)
Foreign-currency translation adjustment - net	63,803
Other comprehensive income (loss) - tax effect	8,831	72,617	12,821
Other comprehensive income (loss), net of tax	$ (6,525)	$ (292,969)

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Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Notes to Consolidated Financial Statements [Abstract]

Intangible Assets and Goodwill

7. Intangible Assets and Goodwill

As of December 31, 2012 and 2011, the carrying value and accumulated amortization of intangible assets other than goodwill consisted of the following:

		2012				2011
		Gross				Gross
		Carrying		Accumulated		Carrying		Accumulated
		Amount		Amortization		Amount		Amortization
Amortizable Intangible Assets
	Non-compete Agreements	$	317,080	$	(213,639)	$	257,466	$	(186,659)
	Technology		107,696		(40,849)		110,866		(32,582)
	License and distribution agreements		225,393		(98,757)		223,828		(80,622)
	Self-developed Software		72,328		(32,496)		55,600		(28,193)
	Other		343,867		(246,239)		317,579		(227,274)
	Construction in progress		57,677		-		58,661		-
		$	1,124,041	$	(631,980)	$	1,024,000	$	(555,330)

As of December 31, 2012 and 2011 the carrying value of non-amortizable intangible assets other than goodwill consisted of the following:

		2012		2011
		Carrying		Carrying
		Amount		Amount
Non-amortizable Intangible Assets
	Tradename	$	209,712	$	209,640
	Management contracts		8,343		8,342
		$	218,055	$	217,982
Total Intangible Assets		$	710,116	$	686,652

The tables below show the amortization expense related to the amortizable intangible assets for the years presented and the estimated amortization expense of these assets forthe following five years.

Goodwill

In 2012 and 2011, goodwill related to general manufacturing operations was reclassified from the North America and International Segments to Corporate (see Note 23). For the purpose of goodwill impairment testing, all corporate assets are allocated to the reporting units (see Note 1f).

Changes in the carrying amount of goodwill are mainly a result of acquisitions and the impact of foreign currency translations. During 2012 and 2011, the Company's acquisitions consisted primarily of the 2012 acquisition of LD Holdings as well as the acquisition of clinics in the normal course of operations. The segment detail is as follows:

		North				Segment
		America		International		Total		Corporate		Total
Balance as of January 1, 2011		$	7,024,745	$	955,774	$	7,980,519	$	159,949	$	8,140,468
	Goodwill acquired, net of divestitures		517,213		626,863		1,144,076		-		1,144,076
	Reclassifications		(226,900)		(20,449)		(247,349)		247,480		131
	Foreign Currency Translation Adjustment		(436)		(98,099)		(98,535)		510		(98,025)
Balance as of December 31, 2011		$	7,314,622	$	1,464,089	$	8,778,711	$	407,939	$	9,186,650
	Goodwill acquired, net of divestitures		2,172,181		21,106		2,193,287		-		2,193,287
	Reclassifications		-		(5,188)		(5,188)		5,188		-
	Foreign Currency Translation Adjustment		210		41,352		41,562		390		41,952
Balance as of December 31, 2012		$	9,487,013	$	1,521,359	$	11,008,372	$	413,517	$	11,421,889

Amortization Expense
2010	$	70,294
2011	$	77,845
2012	$	87,441

Estimated Amortization Expense
2013	$	83,685
2014	$	79,719
2015	$	77,507
2016	$	75,567
2017	$	71,060

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Inventories (Details) [Abstract]
Raw materials and purchased components	$ 171,373	$ 163,030
Work in process	83,258	60,128
Finished goods	627,338	610,569
Health care supplies	154,840	133,769
Inventories	1,036,809	967,496
Epo Disclosures [Abstract]
EPO Inventories	47,654	32,987
Unrecorded Unconditional Purchase Obligation [Line Items]
Unrecorded Unconditional Purchase Obligation, Due within One Year	2,598,132	2,164,532	2,414,214
Unrecorded Unconditional Purchase Obligation, Due within Two Years	532,974	374,083	407,889
Unrecorded Unconditional Purchase Obligation, Description	The Company has a decreased purchase obligation of 242,658 due to the renegotiation of certain supply contracts in 2011.
Unrecorded Unconditional Purchase Obligation Change In Purchase Obligation	$ 242,658

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Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Other Assets Disclosure [Text Block]

5. Prepaid Expenses and Other Current Assets

As of December 31, 2012 and 2011, prepaid expenses and other current assets consisted of the following:

		2012		2011
Taxes Refundable	$	149,536	$	180,721
Receivables for supplier rebates		61,248		185,152
Prepaid licence fees		47,137		45,184
Leases receivable		46,198		38,175
Prepaid rent		44,894		39,468
Payments on account		35,660		40,476
Derivatives		31,235		60,877
Prepaid insurance		24,803		14,163
Deposit / Guarantee / Security		20,903		16,538
Other		476,147		414,612
Total prepaid expenses and other current assets	$	937,761	$	1,035,366

The other item in the table above includesother current receivables from Medicare and Medicaid, amounts due from managed locations and other deferred charges.

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Property, Plant And Equipment

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Property, Plant and Equipment

6. Property, Plant and Equipment

As of December 31, 2012 and 2011, property, plant and equipment consisted of the following:

		2012		2011
Land and improvements	$	54,775	$	53,147
Buildings and improvements		2,257,002		1,975,839
Machinery and equipment		3,470,972		3,060,132
Machinery, equipment and rental equipment under capitalized leases		36,316		36,450
Construction in progress		256,401		275,006
		6,075,466		5,400,574
Accumulated depreciation		(3,134,863)		(2,770,873)
Property, plant and equipment, net	$	2,940,603	$	2,629,701

		2012		2011
Land and improvements	$	54,775	$	53,147
Buildings and improvements		2,257,002		1,975,839
Machinery and equipment		3,470,972		3,060,132
Machinery, equipment and rental equipment under capitalized leases		36,316		36,450
Construction in progress		256,401		275,006
		6,075,466		5,400,574
Accumulated depreciation		(3,134,863)		(2,770,873)
Property, plant and equipment, net	$	2,940,603	$	2,629,701

Depreciation expense for property, plant and equipment amounted to $515,455, $479,438and$432,930for the years ended December 31, 2012, 2011, and 2010, respectively.

Included in machinery and equipment as of December 31, 2012 and 2011 were $532,088and $451,299, respectively, of peritoneal dialysis cycler machines which the Company leases to customers with end-stage renal disease on a month-to-month basis and hemodialysis machines which the Company leases to physicians under operating leases.

Accumulated depreciation related to machinery, equipment and rental equipment under capital leases was $19,027and $16,947at December 31, 2012 and 2011, respectively.

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Accrued Expenses and Other Current Liabilties

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Accrued Expenses and Other Current Liabilties

8. Accrued Expenses and Other Current Liabilities

AtDecember 31, 2012 and 2011, accrued expenses and other current liabilities consisted of the following:

		2012		2011
Accrued salaries, wages and incentive plan compensations	$	481,920	$	420,613
Unapplied cash and receivable credits		198,834		158,006
Accrued insurance		187,254		162,149
Special charge for legal matters		115,000		115,000
Accrued interest		111,532		74,821
Withholding tax and VAT		96,157		79,764
Accrued operating expenses		91,529		71,324
Derivative financial instruments		26,578		192,729
Other		478,667		429,867
Total accrued expenses and other current liabilities	$	1,787,471	$	1,704,273

In 2001, the Company recorded a $258,159 special charge to address legal matters relating to transactions 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”), estimated liabilities and legal expenses arising in connection with the W.R. Grace & Co. Chapter 11 proceedings (the “Grace Chapter 11 Proceedings”) and the cost of resolving pending litigation and other disputes with certain commercial insurers. During the second quarter of 2003, the court supervising the Grace Chapter 11 Proceedings approved a definitive settlement agreement entered into among the Company, the committees representing the asbestos creditors and W.R. Grace & Co. Under the settlement agreement, the Company will pay $115,000, without interest, upon plan confirmation (see Note 19). With the exception of the proposed $115,000 payment under the Settlement Agreement, all other matters included in the special charge have been resolved.

The other item in the table above includes accruals for legal and compliance costs, physician compensation, commissions, short-term portion of pension liabilities, bonuses and rebates,and accrued rents.

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Accrued Expenses and Other Current Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Accrued Expenses And Other Liabilities (Details) [Abstract]
Accrued salaries, wages and incentive plan compensations	$ 481,920	$ 420,613
Unapplied cash and receivable credits	198,834	158,006
Accrued insurance	187,254	162,149
Derivative financial instruments	26,578	192,729
Special charge for legal matters	115,000	115,000
Other	478,667	429,867
Interest Accrual	111,532	74,821
Accrued Operating Expenses	91,529	71,324
Total accrued expenses and other current liabilities	$ 1,787,471	$ 1,704,273

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Other Comprehensive Income (Loss) (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other comprehensive income (loss) relating to cash flow hedges, pretax:
Changes in fair value of cash flow hedges during the period, pretax		$ (104,130)
Reclassification adjustments, pretax		(1,684)
Total other comprehensive income (loss) relating to cash flow hedges, pretax		(102,446)	(8,109)
Foreign-currency translation adjustment, pretax		(179,987)	(113,379)
Defined benefit pension plans, pretax:
Actuarial (loss) gain on defined benefit pension plans, pretax	103,178
Reclassification adjustments, pretax		8,737	5,313
Total other comprehensive income (loss) relating to defined benefit pension plans, pretax		81,906	35,654
Other comprehensive income (loss), pretax		(364,339)	(157,142)
Other comprehensive income (loss) relating to cash flow hedges, tax effect:
Changes in fair value of cash flow hedges during the period, tax effect		41,825
Reclassification adjustments, tax effect		796
Total other comprehensive income (loss) relating to cash flow hedges, tax effect		41,029	313
Foreign-currency translation adjustment, tax effect	63,982
Defined benefit pension plans, tax effect:
Actuarial (loss) gain on defined benefit pension plans, tax effect		34,930	14,601
Reclassification adjustments, tax effect		3,342	2,093
Total other comprehensive income (loss) relating to defined benefit pension plans, tax effect		(31,588)	(12,508)
Other comprehensive income (loss), tax effect		72,617	12,821
Other comprehensive income (loss) relating to cash flow hedges, net before NCI:
Changes in fair value of cash flow hedges during the period, net before NCI	(16,099)
Reclassification adjustments, net before NCI	(13,979)
Total other comprehensive income (loss) relating to cash flow hedges, net before NCI	(2,120)	(61,417)	(7,796)
Foreign-currency translation adjustment, net before NCI	63,982	(179,987)	(113,379)
Defined benefit pension plans, net before NCI:
Actuarial (loss) gain on defined benefit pension plans, net before NCI	(79,353)	(55,713)	(26,366)
Reclassification adjustments, net before NCI	11,145	5,395	3,220
Total other comprehensive income (loss) relating to defined benefit pension plans, net before NCI	68,208	50,318	23,146
Other comprehensive income (loss), net before NCI	(6,346)	(291,722)	(144,321)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest
Foreign-currency translation adjustment, Non-controlling interests	(179)	(1,247)	2,491
Other comprehensive income (loss), Non-controlling interests	(179)	(1,247)	2,491
Other comprehensive income (loss) relating to cash flow hedges, OCI net of tax:
Changes in fair value of cash flow hedges during the period, OCI net of tax	(16,099)
Reclassification adjustments, OCI net of tax	(13,979)
Foreign-currency translation adjustment, OCI net of tax	63,803
Defined benefit pension plans, OCI net of tax:
Actuarial (loss) gain on defined benefit pension plans, OCI net of tax	(79,353)	(55,713)	(26,366)
Reclassification adjustments, OCI net of tax	11,145	5,395	3,220
Other comprehensive income (loss), net of tax	$ (6,525)	$ (292,969)

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Long-term Debt and Capital Lease Obligations (Details) In Thousands, unless otherwise specified	12 Months Ended													12 Months Ended		12 Months Ended			12 Months Ended						12 Months Ended		12 Months Ended																		12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2012 EUR (€)	Dec. 31, 2012 Revolving Credit Facility [Member] USD ($)	Dec. 31, 2012 Long Term Debt [Member] USD ($)	Dec. 31, 2012 Amended 2006 Senior Credit Agreement [Member] USD ($)	Dec. 31, 2011 Amended 2006 Senior Credit Agreement [Member] USD ($)	Dec. 31, 2012 Term Loan A [Member] USD ($)	Dec. 31, 2011 Term Loan A [Member] USD ($)	Dec. 31, 2012 Term Loan B [Member] USD ($)	Dec. 31, 2011 Term Loan B [Member] USD ($)	Dec. 31, 2012 Senior Notes [Member] USD ($)	Dec. 31, 2011 Senior Notes [Member] USD ($)	Dec. 31, 2012 Senior Notes 6.875 Percent [Member] USD ($)	Dec. 31, 2011 Senior Notes 6.875 Percent [Member]	Dec. 31, 2012 Senior Notes 5.5 Percent [Member] USD ($)	Dec. 31, 2012 Senior Notes 5.5 Percent [Member] EUR (€)	Dec. 31, 2010 Senior Notes 5.5 Percent [Member] USD ($)	Dec. 31, 2012 Senior Notes 5.75 Percent [Member] USD ($)	Dec. 31, 2011 Senior Notes 5.75 Percent [Member] USD ($)	Dec. 31, 2012 Senior Notes 5.25 Percent [Member] USD ($)	Dec. 31, 2011 Senior Notes 5.25 Percent [Member] USD ($)	Dec. 31, 2012 Senior Notes 5.25 Percent [Member] EUR (€)	Dec. 31, 2011 Senior Notes 5.25 Percent [Member] EUR (€)	Dec. 31, 2012 Senior Notes 650 Percent Euro [Member] USD ($)	Dec. 31, 2012 Senior Notes 650 Percent Euro [Member] EUR (€)	Dec. 31, 2012 Senior Notes 650 Percent Dollar [Member] USD ($)	Dec. 31, 2011 Senior Notes 650 Percent Dollar [Member] USD ($)	Dec. 31, 2012 Senior Notes Variable Rate Euro [Member] USD ($)	Dec. 31, 2011 Senior Notes Variable Rate Euro [Member] USD ($)	Dec. 31, 2012 Senior Notes Variable Rate Euro [Member] EUR (€)	Dec. 31, 2012 Euro Notes [Member] USD ($)	Dec. 31, 2012 Euro Notes [Member] EUR (€)	Dec. 31, 2011 Euro Notes [Member] USD ($)	Dec. 31, 2012 EIB Agreements [Member] USD ($)	Dec. 31, 2011 EIB Agreements [Member] USD ($)	Dec. 31, 2012 EIB Revolving Credit Facility [Member] USD ($)	Dec. 31, 2011 EIB Revolving Credit Facility [Member] USD ($)	Dec. 31, 2012 EIB Loan 2005 [Member] USD ($)	Dec. 31, 2011 EIB Loan 2005 [Member] USD ($)	Dec. 31, 2012 EIB Loan 2006 [Member] USD ($)	Dec. 31, 2011 EIB Loan 2006 [Member] USD ($)	Dec. 31, 2012 EIB Loan 2009 [Member] USD ($)	Dec. 31, 2011 EIB Loan 2009 [Member] USD ($)	Dec. 31, 2012 Senior Notes 2012 USD [Member] USD ($)	Dec. 31, 2012 Senior Notes EUR 2012 [Member] EUR (€)	Dec. 31, 2012 US Finance II 2012 Notes [Member] USD ($)
Debt Instrument [Line Items]
Senior Credit Agreement						$ 2,659,340	$ 2,795,589
Senior Long Term Notes												4,743,442	2,883,009																			51,951		258,780	324,334	345,764
Capital lease obligations	15,618	17,993
Other	219,976	248,951
Long-term debt and capital lease obligations	8,176,661	7,084,586
Less current maturities	(334,747)	(1,589,776)
Total long-term debt less current maturities	7,841,914	5,494,810
Revolving credit maximum amount available	600,000	1,200,000																																			90,812	115,812
Revolving credit balance outstanding		58,970	659,700																																						118,746	116,451
Maximum amount available	324,334	345,764				3,859,700			1,215,000	2,600,000	1,521,619																												48,806	48,806			65,970	64,695
Balance outstanding	59,340					2,659,340			1,215,000	2,600,000	1,521,619
Line of credit outstanding which reduces available borrowings under the revolving credit facility	77,188	180,766
Interest rate																																										0.432%	0.676%
Maturity date, range start	3.50
Maturity date, range end	5.50
Senior Notes Issued February 2011 [Abstract]
Issuance date																				2011-02-03		2021-02-15
Issuer																				Fresenius Medical Care US Finance, Inc.		FMC Finance VII S.A.
Face amount	700,000		250,000	1,000,000	27,193			1,365,000	50,000					500,000			250,000	353,300	650,000	650,000		412,350	300,000	300,000		400,000	400,000				100,000	258,780	200,000												800,000	250,000	700,000
Stated interest rate														6.875%			5.50%		5.75%	5.75%		5.25%	5.25%			6.50%	6.50%				3.71%														0.5625%	0.525%	0.5876%
Effective interest rate															7.125%			5.75%		99.06%								98.623%
Maturity date	Jul. 31, 2019													Jul. 15, 2017		Jul. 15, 2016			Feb. 15, 2021		Feb. 16, 2021	Feb. 15, 2021			Sep. 15, 2018		Sep. 15, 2018		Oct. 15, 2016																Jul. 31, 2019	Jul. 31, 2019	Jan. 31, 2022
Proceeds from debt issuance														496,006		327,420			645,061		395,820	1,035,000			521,834		395,511	549,160	131,940	137,760															800,000	329,850	700,000
Accounts receivable facility		534,500
Annual Payments [Abstract]
2012	334,747
2013	529,065
2014	232,378
2015	828,523
2016	2,461,714
Thereafter	3,812,012
Total	$ 8,198,439

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Intangible Assets and Goodwill (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Amortization Expense [Abstract]
Finite-Lived Intangible Assets, Amortization Expense	$ 87,441	$ 77,845	$ 70,294
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract]
2012	83,685
2013	79,719
2014	77,507
2015	75,567
2016	71,060
Indefinite Lived Intangible Assets [Line Items]
Carrying Amount	218,055	217,982
Intangible Assets	710,116	686,652
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,124,041	1,024,000
Accumulated Amortization	(631,980)	(555,330)
Goodwill [Roll Forward]
Goodwill	9,186,650	159,949
Goodwill acquired	0	0
Reclassifications	5,188	247,480
Foreign Currency Translation Adjustment	390	510
Goodwill	11,421,889	9,186,650	159,949
North America [Member]
Goodwill [Roll Forward]
Goodwill	7,314,622	7,024,745
Goodwill acquired	2,172,181	517,213
Reclassifications	0	(226,900)
Foreign Currency Translation Adjustment	210	(436)
Goodwill	9,487,013	7,314,622
International [Member]
Goodwill [Roll Forward]
Goodwill	1,464,089	955,774
Goodwill acquired	21,106	626,863
Reclassifications	(5,188)	(20,449)
Foreign Currency Translation Adjustment	41,352	(98,099)
Goodwill	1,521,359	1,464,089
Reporting Segment Domain [Member]
Goodwill [Roll Forward]
Goodwill	8,778,711	7,980,519
Goodwill acquired		1,144,076
Reclassifications	(5,188)	(247,349)
Foreign Currency Translation Adjustment	41,562	(98,535)
Goodwill	11,008,372	8,778,711
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	317,080	257,466
Accumulated Amortization	(213,639)	(186,659)
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	107,696	110,866
Accumulated Amortization	(40,849)	(32,582)
License and distribution agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	225,393	223,828
Accumulated Amortization	(98,757)	(80,622)
Self-developed software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	72,328	55,600
Accumulated Amortization	(32,496)	(28,193)
Other intangible assets category [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	343,867	317,579
Accumulated Amortization	(246,239)	(227,274)
Construction in Progress [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	57,677	58,661
Tradename [Member]
Indefinite Lived Intangible Assets [Line Items]
Intangible Assets	209,712	209,640
Management contracts [Member]
Indefinite Lived Intangible Assets [Line Items]
Intangible Assets	$ 8,343	$ 8,342

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Supplemental Condensed Combining Information (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating Activities:
Net Income	$ 1,326,977	$ 1,177,262	$ 1,065,396
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	602,896	557,283	503,224
Change in deferred taxes, net	70,462	147,454	14,687
Investment (gain)	(139,600)
Stock Option Compensation Expense	26,476		27,981
Cash outflow from hedging	(13,947)	(58,113)
Changes in assets and liabilities, net of amounts from businesses acquired:
Trade accounts receivable, net	(43,344)	(252,794)	(300,274)
Inventories, net	(48,279)	(151,890)	18,326
Prepaid expenses, other current and non-current assets	93,121	(119,131)	(51,356)
Accounts payable, accrued expenses and other current and non-current liabilities	225,586		124,279
Income tax payable	(38,478)		(9,634)
Net cash provided by (used in) operating activities	2,039,063	1,446,482	1,368,125
Investing Activities:
Purchases of property, plant and equipment	(675,310)	(597,855)	(523,629)
Proceeds from sale of property, plant and equipment	9,667	27,325	16,108
Acquisitions and investments, net of cash acquired, and net purchases of intangible assets	(1,878,908)		(764,338)
Proceeds from divestitures		9,990	146,835
Net cash (used in) provided by investing activities	(2,281,245)	(2,345,869)	(1,125,024)
Financing Activities:
Redemption of Trust Preferred Securities		653,760
Increase (decrease) of accounts receivable securitization program	(372,500)	24,500	296,000
Proceeds from exercise of stock options	121,126	94,893	109,518
Payment of dividends [N]	(271,733)	(280,649)	(231,967)
Distributions to noncontrolling interests	(195,023)	(129,542)	(111,550)
Contributions from noncontrolling interests	37,704	27,824	26,416
Net cash (used in) provided by financing activities	468,340	793,159	(14,717)
Effect of exchange rate changes on cash and cash equivalents	4,590	40,650	(6,739)
Cash and Cash Equivalents:
(decrease) in cash and cash equivalents	230,748		221,645
Cash and cash equivalents at beginning of period		522,870	301,225
Cash and cash equivalents at end of period	$ 688,040		$ 522,870

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The Company and Basis Of Presentation (Tables)

12 Months Ended

Dec. 31, 2011

Company Basis of Presentation Healthcare Reform and Significant Accounting Policies (Tables) [Abstract]

Schedule Of Variable Interest Entities Text Block

		2012		2011
Trade accounts receivable, net	$	85,458	$	73,172
Other current assets		58,329		65,576
Property, plant and equipment, intangible assets & other non-current assets		24,298		25,978
Goodwill		31,678		52,251
Accounts payable, accrued expenses and other liabilities		120,753		148,924
Non-current loans to related parties		12,998		13,000
Equity		66,013		55,053

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Financial Instrument (Tables)

12 Months Ended

Dec. 31, 2012

Financial Instruments (Tables) [Abstract]

Non-Derivative Financial Instruments

				2012				2011
		Fair Value		Carrying		Fair		Carrying		Fair
		Hierarchy		Amount		Value		Amount		Value
Assets
	Cash and cash equivalents	1	$	688,040	$	688,040	$	457,292	$	457,292
	Accounts Receivable	2		3,157,233		3,157,233		2,909,326		2,909,326
	Long-term Notes Receivable(1)	3		-		-		234,490		233,514
Liabilities
	Accounts payable	2		745,644		745,644		652,649		652,649
	Short-term borrowings	2		117,850		117,850		98,801		98,801
	Short-term borrowings from related parties	2		3,973		3,973		28,013		28,013
	Long term debt, excluding Amended 2006 Senior Credit Agreement, Euro Notes and Senior Notes(2)	2		721,928		721,928		1,147,208		1,147,208
	Credit Agreement 2012 and 2006	2		2,659,340		2,652,840		2,795,589		2,774,951
	Senior Notes	2		4,743,442		5,296,325		2,883,009		2,989,307
	Euro Notes	2		51,951		54,574		258,780		265,655
	Noncontrolling interests subject to put provisions	3		523,260		523,260		410,491		410,491
(1) As of February 28, 2012, the loan to Renal Advantage Partners LLC and Liberty Dialysis, Inc. has been retired.
(2) This amount includes the non-current portion of a loan from a Fresenius SE subsidiary of $56,174 which is due on May 23, 2014 (see Note 3c "Related Party Transaction").

Derivative Financial Instruments Valuation

			December 31, 2012				December 31, 2011
				Assets(2)		Liabilities(2)		Assets(2)		Liabilities(2)
Derivatives in cash flow hedging relationships (1)
	Current
		Foreign exchange contracts		7,839		(7,510)		4,117		(24,908)
		Interest rate contracts		-		-		-		(130,579)
	Non-current
		Foreign exchange contracts		942		(187)		742		(3,706)
		Interest rate contracts		-		(6,221)		-		(1,076)
Total			$	8,781	$	(13,918)	$	4,859	$	(160,269)
Derivatives not designated as hedging instruments (1)
	Current
		Foreign exchange contracts		23,396		(19,068)		56,760		(37,242)
	Non-current
		Foreign exchange contracts		132		(292)		1,382		(1,459)
Total			$	23,528	$	(19,360)	$	58,142	$	(38,701)
	(1) As of December 31, 2012 and December 31, 2011, the valuation of the Company's derivatives was determined using Significant Other Observable Inputs (Level 2) in accordance with the fair value hierarchy levels established in U.S. GAAP.
	(2) Derivative instruments are marked to market each reporting period resulting in carrying amounts being equal to fair values at the reporting date.

Effect of Derivatives on the Consolidated Financial Statements

The Effect of Derivatives on the Consolidated Financial Statements
		Amount of Gain or (Loss) Recognized in OCI on Derivatives			Location of (Gain) or Loss Reclassified from AOCI in Income			Amount of (Gain) or Loss Reclassified from AOCI in Income
Derivatives in Cash Flow Hedging Relationships
		(Effective Portion) for the year ended December 31,							(Effective Portion) for the year ended December 31,
		2012		2011	(Effective Portion)			2012			2011
Interest rate contracts	$	(16,762)	$	(80,678)	Interest income/expense		$	23,779		$	5,946
Foreign exchange contracts		21,834		(23,452)	Costs of Revenue			(5,414)			(4,262)
Foreign exchange contracts					Interest income/expense			582			-
	$	5,072	$	(104,130)			$	18,947		$	1,684
Derivatives not Designated as Hedging Instruments				Amount of (Gain) or Loss Recognized in Income on Derivatives for the year ended December 31,
		Location of (Gain) or Loss Recognized in Income on Derivatives
				2012		2011
Foreign exchange contracts		Selling, general and administrative expense
			$	(8,804)	$	(76,496)
Foreign exchange contracts		Interest income/expense		8,033		6,598
			$	(771)	$	(69,898)

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Shareholders' Equity

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Shareholders' Equity

13. Shareholders' Equity

Capital Stock

The General Partner has no equity interest in the Company and, therefore, does not participate in either the assets or the profits and losses of the Company. However, the General Partner is compensated for all outlays in connection with conducting the Company's business, including the remuneration of members of the management board and the supervisory board (see Note 3).

The general meeting of a partnership limited by shares may approve Authorized Capital (genehmigtes Kapital). The resolution creating Authorized Capital requires the affirmative vote of a majority of three quarters of the capital represented at the vote and may authorize the management board to issue shares up to a stated amount for a period of up to five years. The nominal value of the Authorized Capital may not exceed half of the issued capital stock at the time of the authorization.

In addition, the general meeting of a partnership limited by shares may create Conditional Capital (bedingtes Kapital) for the purpose of issuing (i) shares to holders of convertible bonds or other securities which grant a right to shares, (ii) shares as the consideration in a merger with another company, or (iii) shares offered to management or employees. In each case, the authorizing resolution requires the affirmative vote of a majority of three quarters of the capital represented at the vote. The nominal value of the Conditional Capital may not exceed half or, in the case of Conditional Capital created for the purpose of issuing shares to management and employees, 10% of the Company's issued capital at the time of the resolution.

All resolutions increasing the capital of a partnership limited by shares also require the consent of the General Partner for their effectiveness.

Authorized Capital

By resolution of the Annual General Meeting (“AGM”) of shareholders on May 11, 2010, the General Partner was authorized, with the approval of the supervisory board, to increase, on one or more occasions, the Company's share capital until May 10, 2015 up to a total of €35,000 through issue of new bearer ordinary shares for cash contributions, “Authorized Capital 2010/I”. Additionally, the newly issued shares may be taken up by financial institutions nominated by the General Partner with the obligation to offer them to the shareholders of the Company (indirect pre-emption rights). The General Partner is entitled, subject to the approval of the supervisory board, to exclude the pre-emption rights of the shareholders. However, such an exclusion of pre-emption rights will be permissible for fractional amounts. No Authorized Capital 2010/I has been issued as of December 31, 2012.

In addition, by resolution of the AGM of shareholders on May 11, 2010, the General Partner was authorized, with the approval of the supervisory board, to increase, on one or more occasions, the share capital of the Company until May 10, 2015 up to a total of €25,000 through the issue of new bearer ordinary shares for cash contributions or contributions in kind, “Authorized Capital 2010/II”. The General Partner is entitled, subject to the approval of the supervisory board, to exclude the pre-emption rights of the shareholders. However, such exclusion of pre-emption rights will be permissible only if (i) in case of a capital increase against cash contributions, the nominal value of the issued shares does not exceed 10% of the nominal share value of the Company's share capital and the issue price for the new shares is at the time of the determination by the General Partner not significantly lower than the stock price in Germany of the existing listed shares of the same class and with the same rights or, (ii) in case of a capital increase against contributions in kind, the purpose of such increase is to acquire an enterprise, parts of an enterprise or an interest in an enterprise. No Authorized Capital 2010/II has been issued as of December 31, 2012.

Authorized Capital 2010/I and Authorized Capital 2010/II became effective upon registration with the commercial register of the local court in Hof an der Saale on May 25, 2010.

Conditional Capital

By resolution of the Company's AGM on May 12, 2011, the Company's share capital was conditionally increased with regards to the 2011 Stock Option Plan (“2011 SOP”) by up to €12,000 subject to the issue of up to twelve million non-par value bearer ordinary shares with a nominal value of €1.00 each. For further information, see Note 16.

By resolution of the Company's AGM on May 9, 2006, as amended by the AGM on May 15, 2007, resolving a three-for-one share split, the Company's share capital was conditionally increased by up to €15,000 corresponding to 15 million ordinary shares with no par value and a nominal value of €1.00. This Conditional Capital increase can only be effected by the exercise of stock options under the Company's Stock Option Plan 2006 with each stock option awarded exercisable for one ordinary share (see Note 16). The Company has the right to deliver ordinary shares that it owns or purchases in the market in place of increasing capital by issuing new shares.

Through the Company's other employee participation programs, the Company has issued convertible bonds and stock option/subscription rights (Bezugsrechte) to employees and the members of the Management Board of the General Partner and employees and members of management of affiliated companies that entitle these persons to receive preference shares or, following the conversion offer in 2005, ordinary shares. At December 31, 2012, 37,656convertible bonds or options for preference shares remained outstanding with a remaining average term of 1.89 years and 11,146,766 convertible bonds or options for ordinary shares remained outstanding with a remaining average term of 4.65years under these programs. For the year ending December 31, 2012, 7,642 options for preference shares and 2,574,836 options for ordinary shares had been exercised under these employee participation plans (see Note 16).

As the result of the Company's three-for-one stock split for both preference and ordinary shares on June 15, 2007, and with the approval of the shareholders at the AGM on May 15, 2007, the Company's Conditional Capital was increased by $6,557 (€4,454). Conditional Capital available for all programs at December 31, 2012 is $33,974 (€25,750) which includes $15,833 (€12,000) for the 2011 SOP, $12,568 (€9,525) for the 2006 Plan and $5,574(€4,225) for the 2001 Plan.

Dividends

Under German law, the amount of dividends available for distribution to shareholders is based upon the unconsolidated retained earnings of Fresenius Medical Care AG & Co. KGaA as reported in its balance sheet determined in accordance with the German Commercial Code (Handelsgesetzbuch).

If no dividends on the Company's preference shares are declared for two consecutive years after the year for which the preference shares are entitled to dividends, then the holders of such preference shares would be entitled to the same voting rights as holders of ordinary shares until all arrearages are paid. In addition, the payment of dividends by FMC-AG & Co. KGaA is subject to limitations under the 2012 Credit Agreement (see Note 10).

Cash dividends of $271,733 for 2011 in the amount of €0.71 per preference share and €0.69 per ordinary share were paid on May 11, 2012.

Cash dividends of $280,649 for 2010 in the amount of €0.67 per preference share and €0.65 per ordinary share were paid on May 13, 2011.

Cash dividends of $231,967 for 2009 in the amount of €0.63 per preference share and €0.61 per ordinary share were paid on May 12, 2010.

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Operating Leases

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Operating Leases

18. Operating Leases

The Company leases buildings and machinery and equipment under various lease agreements expiring on dates through 2039. Rental expense recorded for operating leases for the years ended December 31, 2012, 2011 and 2010 was $617,195, $601,070 and $563,182, respectively. For information regarding intercompany operating leases, see Note 3 a).

Future minimum rental payments under noncancelable operating leases for the five years succeeding December 31, 2012 and thereafter are:

2013	$	566,320
2014		506,512
2015		443,472
2016		375,843
2017		351,646
Thereafter		1,044,570
		3,288,363

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Taxes (Tables) [Abstract]

Schedule of income before income taxes by jurisdiction

		2012		2011		2010
Germany	$	263,651	$	344,267	$	303,954
United States		1,356,094		1,122,800		1,084,756
Other		312,368		311,292		255,031
	$	1,932,113	$	1,778,359	$	1,643,741

Schedule of income tax benefit from continuing operations by jurisdiction

			2012		2011		2010
Current:
	Germany	$	52,862	$	67,484	$	100,635
	United States		342,250		278,634		355,739
	Other		139,136		106,087		101,206
			534,248		452,205		557,580
Deferred:
	Germany		10,478		14,565		(16,479)
	United States		98,200		139,282		52,648
	Other		(37,790)		(4,955)		(15,404)
			70,888		148,892		20,765
		$	605,136	$	601,097	$	578,345

Schedule of income tax expense reconciliation

	2012		2011		2010
Expected corporate income tax expense	$	554,613	$	506,121	$	471,836
Tax free income		(90,943)		(38,926)		(24,088)
Income from at equity investments		(2,133)		(6,883)		(550)
Tax rate differentials		137,527		140,079		118,495
Non-deductible expenses		19,961		4,536		6,934
Taxes for prior years		22,420		144		11,994
Change in valuation allowance		(19,680)		5,544		(2,259)
Noncontrolling partnership interests		(49,081)		(31,300)		(26,870)
Other		32,452		21,782		22,853
Actual income tax expense	$	605,136	$	601,097	$	578,345
Effective tax rate		31.3%		33.8%		35.2%

Schedule of components of deferred tax assets

		2012		2011
Deferred tax assets:
Accounts receivable	$	5,847	$	5,943
Inventory		45,771		42,824
Property, plant and equipment, intangible and other non-current assets		65,370		70,652
Accrued expenses and other liabilities		329,967		265,624
Pensions		123,363		87,248
Net operating loss carryforwards, tax credit carryforwards and interest carryforwards		107,595		91,402
Derivatives		4,856		60,056
Stock-based compensation		24,758		24,191
Other		13,136		12,586
Total deferred tax assets	$	720,663	$	660,526
Less: valuation allowance		(44,191)		(80,418)
Net deferred tax assets	$	676,472	$	580,108
Deferred tax liabilities:
Accounts receivable	$	17,036	$	25,937
Inventory		11,847		10,899
Property, plant and equipment, intangible and other non-current assets		748,271		616,430
Accrued expenses and other liabilities		21,651		24,582
Derivatives		2,202		-
Other		128,403		103,107
Total deferred tax liabilities		929,410		780,955
Net deferred tax assets (liabilities)	$	(252,938)	$	(200,847)

Summary of operating loss carryforwards

2013	$	18,821
2014		20,649
2015		13,540
2016		23,794
2017		43,723
2018		16,754
2019		18,313
2020		14,061
2021		8,052
2022 and thereafter		3,128
Without expiration date		96,446
Total	$	277,281

Summary of income tax contingencies

Unrecognized tax benefits (net of interest)		2012		2011		2010
Balance at January 1,	$	184,829	$	375,900	$	410,016
Increases in unrecognized tax benefits prior periods		13,232		24,046		12,782
Decreases in unrecognized tax benefits prior periods		(5,913)		(24,897)		(11,429)
Increases in unrecognized tax benefits current period		17,903		16,157		13,588
Changes related to settlements with tax authorities		(16,763)		(217,484)		(34,410)
Reductions as a result of a lapse of the statute of limitations		-		(3,100)		(129)
Foreign currency translation		(9,090)		14,207		(14,518)
Balance at December 31,	$	184,198	$	184,829	$	375,900

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Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2012

Accrued Expenses And Other Current Liabilities (Tables) [Abstract]

Accounts Payable And Accrued Liabilities Disclosure Tables [Text Block]

		2012		2011
Accrued salaries, wages and incentive plan compensations	$	481,920	$	420,613
Unapplied cash and receivable credits		198,834		158,006
Accrued insurance		187,254		162,149
Special charge for legal matters		115,000		115,000
Accrued interest		111,532		74,821
Withholding tax and VAT		96,157		79,764
Accrued operating expenses		91,529		71,324
Derivative financial instruments		26,578		192,729
Other		478,667		429,867
Total accrued expenses and other current liabilities	$	1,787,471	$	1,704,273

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Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012
Consolidated Balance Sheets
Trade accounts receivable allowance for doubtful accounts	$ 328,893
Preferred stock authorized	7,066,522
Preferred stock issued	3,965,691
Preferred stock outstanding	3,965,691
Common stock authorized	385,396,450
Common stock issued	300,164,922
Common stock outstanding	300,164,922

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Other Comprehensive Income (Loss) (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Details about Accumulated Other comprehensive income Components
Total before tax		$ (104,130)
Tax expense or benefit		(41,825)
Net of tax	(16,099)
Amortization of defined benefit pension items:
Actuarial (gains)/losses	103,178
Total before tax	103,178
Tax expense or benefit		$ (34,930)	$ (14,601)

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Acquisition of Liberty Dialysis Holdings- Pro Forma

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Acquisition of Liberty Dialysis Holding

Pro Forma Financial Information

The following financial information, on a pro forma basis, reflects the consolidated results of operations as if the Liberty Acquisition and the divestitures described above had been consummated on January 1, 2011. The pro forma information includes adjustments primarily for elimination of the investment gain and the gain from the retirement of debt. The pro-forma financial information is not necessarily indicative of the results of operations as it would have been had the transactions been consummated on January 1, 2011.

		For the years ended December 31,
		2012		2011
Pro forma net revenue		$	13,900,540	$	13,215,111
Pro forma net income attributable to shareholders of FMC-AG & Co. KGaA			1,054,872		1,077,218
Pro forma income per ordinary share
	Basic	$	3.46	$	3.56
	Fully diluted	$	3.44	$	3.53

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Acquisitions and Investments (Details)	12 Months Ended
	Dec. 31, 2012
Business Acquisition [Line Items]
Description of acquired entity	On February 28, 2012, the Company acquired 100% of the equity of Liberty Dialysis Holdings, Inc. (“LD Holdings”), the owner of Liberty Dialysis and owner of a 51% stake in Renal Advantage Partners, LLC (the “Liberty Acquisition”) and accounted for this transaction as a business combination, subject to finalization of the acquisition accounting which will be finalized when certain information arranged to be obtained has been received. LD Holdings mainly provides dialysis services in the United States through the 263 clinics it owns (the “Acquired Clinics”). As we expressly disclose in the Form 20-F (see Item 4B, “Information on the Company – Business Overview – Our Strategy and Competitive Strengths,”) it is part of our stated strategy to expand and complement our existing business through acquisitions. Generally, these acquisitions do not change our business model and are easy to integrate without disruption to our existing business, requiring little or no realignment of our structures. The Liberty Acquisition is consistent in this regard as it involves the acquisition of dialysis clinics, a business in which we are already engaged and, therefore, merely supplements our existing business. Total consideration for the Liberty Acquisition was $2,180,029, consisting of $1,695,330 cash, net of cash acquired and $484,699 non-cash consideration. Accounting standards for business combinations require previously held equity interests to be fair valued with the difference to book value to be recognized as a gain or loss in income. Prior to the Liberty Acquisition, the Company had a 49% equity investment in Renal Advantage Partners, LLC, the fair value of which, $201,915, is included as non-cash consideration. The estimated fair value has been determined based on the discounted cash flow method, utilizing an approximately 13% discount rate. In addition to the Company’s investment, it also had a loan receivable of $279,793 from Renal Advantage Partners, LLC which was retired as part of the transaction.

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Financial Instruments (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Interest Rate Risk Management [Abstract]
Interest rate swap agreements interest rate	157466700.00%
Designated As Hedging Instrument [Member] | Significant Observable Inputs (Level 2)
Derivatives Fair Value [Line Items]
Assets	$ 8,781	$ 4,859
Liabilities	(13,918)	(160,269)
Nondesignated as Hedging Instrument [Member] | Significant Observable Inputs (Level 2)
Derivatives Fair Value [Line Items]
Assets	23,528	58,142
Liabilities	(19,360)	(38,701)
Foreign Exchange Contract Current [Member] | Designated As Hedging Instrument [Member] | Significant Observable Inputs (Level 2)
Derivatives Fair Value [Line Items]
Assets	7,839	4,117
Liabilities	(7,510)	(24,908)
Foreign Exchange Contract Current [Member] | Nondesignated as Hedging Instrument [Member] | Significant Observable Inputs (Level 2)
Derivatives Fair Value [Line Items]
Assets	23,396	56,760
Liabilities	(19,068)	(37,242)
Interest Rate Contract Current Dollar [Member] | Designated As Hedging Instrument [Member] | Significant Observable Inputs (Level 2)
Derivatives Fair Value [Line Items]
Liabilities		(130,579)
Foreign Exchange Contract Non Current [Member] | Designated As Hedging Instrument [Member] | Significant Observable Inputs (Level 2)
Derivatives Fair Value [Line Items]
Assets	942	742
Liabilities	(187)	(3,706)
Foreign Exchange Contract Non Current [Member] | Nondesignated as Hedging Instrument [Member] | Significant Observable Inputs (Level 2)
Derivatives Fair Value [Line Items]
Assets	132	1,382
Liabilities	(292)	(1,459)
Interest Rate Contract Non Current Dollar [Member] | Designated As Hedging Instrument [Member] | Significant Observable Inputs (Level 2)
Derivatives Fair Value [Line Items]
Liabilities	$ (6,221)	$ (1,076)

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Employee Benefit Plans (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Pre-tax changes recognized in Accumulated Other Comprehensive Income (AOCI) [Abstract]
Adjustments related to pensions beginning balance		$ 102,872
Additions	119,685	91,693
Releases	(18,334)	(8,737)
Foreign currency translation adjustment	1,827	(1,050)
Adjustments related to pensions ending balance	287,956	184,778
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year [Abstract]
Actuarial losses to be amortized in the net periodic pension cost	25,646
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	5.10%	5.70%
Rate of compensation increase	3.69%	4.00%
Components Of Net Periodic Benefit Cost [Abstract]
Service cost	10,704	10,625	7,982
Interest cost	26,194	24,822	22,615
Expected return on plan assets	(15,241)	(17,750)	(17,453)
Amortization of unrealized losses	18,334	8,737	5,313
Net periodic benefit costs	39,991	26,434	18,457
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	5.10%	5.70%	6.00%
Expected return on plan assets	7.00%	7.50%	7.50%
Rate of compensation increase	3.70%	4.00%	4.01%
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
2012	15,817
2013	17,320
2014	18,909
2015	20,723
2016	22,690
2017 - 2021	143,456
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]
Description of 401(k) plan	Most FMCH employees are eligible to join a 401(k) savings plan. Employees can deposit up to 75% of their pay up to a maximum of $16.5 if under 50 years old ($22.00 if 50 or over) under this savings plan. The Company will match 50% of the employee deposit up to a maximum Company contribution of 3% of the employee’s pay.
Defined Contribution Plan, Cost Recognized	$ 38,582	$ 33,741	$ 31,583

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Commitments and Contingencies

19. Commitments and Contingencies

Legal Proceedings

The Company is routinely involved in numerous claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary course of its business of providing healthcare services and products. Legal matters that the Company currently deems to be material are described below. For the matters described below in which the Company believes a loss is both reasonably possible and estimable, an estimate of the loss or range of loss exposure is provided. For the other matters described below, the Company believes that the loss probability is remote and/or the loss or range of possible losses cannot be reasonably estimated at this time. The outcome of litigation and other legal matters is always difficult to predict accurately and outcomes that are not consistent with the Company's view of the merits can occur. The Company believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that the resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on its business, results of operations and financial condition.

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. In January and February 2011, the U.S. Bankruptcy Court entered orders confirming the plan of reorganization and the confirmation orders were affirmed by the U.S. District Court on January 31, 2012. Multiple parties have appealed to the Third Circuit Court of Appeals and the plan of reorganization will not be implemented until the appeals are finally resolved.

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 final confirmation of a plan of reorganization that satisfies the conditions of the Company's payment obligation, this litigation will be dismissed with prejudice.

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 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 against FMCH for alleged infringement of Baxter's patents. In general, the asserted 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, the court entered judgment on a jury verdict in favor of FMCH finding all asserted claims of Baxter patents 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 trial 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 touchscreen-equipped 2008K machine effective January 1, 2009. The Company appealed the court's rulings to the United States Court of Appeals for the Federal Circuit (“Federal Circuit”). In October 2008, the Company completed design modifications to the 2008K machine that eliminate any incremental hemodialysis machine royalty payment exposure under the District Court order. On September 10, 2009, the Federal Circuit reversed the district court's decision and determined that the asserted claims in two of the three patents at issue are invalid. As to the third patent, the Federal Circuit affirmed the district court's decision; however, the Court also vacated the injunction and award of damages. These issues were remanded to the District Court for reconsideration in light of the invalidity ruling on most of the claims. As a result, FMCH is no longer required to fund the court-approved escrow account set up to hold the royalty payments ordered by the district court. Funds of $70,000 were contributed to the escrow fund. Upon remand, the district court reduced the post verdict damages award to $10,000 and $61,000 of the escrowed funds was returned to FMCH. In the parallel reexamination of the last surviving patent, the U.S. Patent and Trademark Office (“USPTO”) and the Board of Patent Appeals and Interferences ruled that the remaining Baxter patent is invalid. On May 17, 2012 the Federal Circuit affirmed the USPTO's ruling and invalidated the final remaining Baxter patent. Baxter's request to the Federal Circuit for a rehearing has been denied, and the Federal Circuit has issued a mandate to the USPTO to cancel the claims of the last remaining asserted Baxter HD patent. Baxter has appealed to the Federal Circuit claiming that approximately $20,000 of damages awarded to it by the District Court before the Federal Circuit affirmed the USPTO ruling constitutes a final judgment that may be collected. The Company is opposing this appeal.

On August 27, 2012, Baxter filed suit in the U.S. District Court for the Northern District of Illinois, styled Baxter International Inc., et al., v. Fresenius Medical Care Holdings, Inc., Case No. 12-cv-06890, alleging that the Company's LibertyTM cycler infringes certain U.S. patents that were issued to Baxter between October 2010 and June 2012. The Company believes it has valid defenses to these claims, and will defend this litigation vigorously.

On December 12, 2012, a group of plaintiffs' counsel filed a petition to form a federal multidistrict litigation and thereby consolidate certain lawsuits alleging wrongful death and personal injury claims against FMCH and its affiliates. The complaints to be consolidated for pre-trial management allege generally that inadequate labeling and warnings for FMCH's dialysate concentrate products NaturaLyte® and Granuflo® caused harm to patients. In addition, a substantial number of similar state court cases have been filed that cannot be formally consolidated with the federal cases. FMCH believes that these lawsuits are without merit, and will defend them vigorously.

Other Litigation and Potential Exposures

Renal Care Group, Inc. (“RCG”), which the Company acquired in 2006, is named as a nominal defendant in a complaint originally filed September 13, 2006 in the Chancery Court for the State of Tennessee Twentieth Judicial District at Nashville styled Indiana State District Council of Laborers and Hod Carriers Pension Fund v. Gary Brukardt et al. Following the trial court's dismissal of the complaint, plaintiff's appeal in part, and reversal in part by the appellate court, the cause of action purports to be a class action on behalf of former shareholders of RCG and seeks monetary damages only against the individual former directors of RCG. The individual defendants, however, may have had claims for indemnification and reimbursement of expenses against the Company. Subject to the approval of the Nashville Chancery Court, the plaintiff has agreed to dismiss the Complaint with prejudice against the plaintiff and all other class members in exchange for a payment that is not material to the Company.

On February 15, 2011, a qui tam relator's complaint under the False Claims Act against FMCH was unsealed by order of the United States District Court for the District of Massachusetts and served by the relator. The United States has not intervened in the case United States ex rel. Chris Drennen v. Fresenius Medical Care Holdings, Inc., 2009 Civ. 10179 (D. Mass.). The relator's complaint, which was first filed under seal in February 2009, alleges that the Company seeks and receives reimbursement from government payors for serum ferritin and hepatitis B laboratory tests that are medically unnecessary or not properly ordered by a physician. On March 6, 2011, the United States Attorney for the District of Massachusetts issued a Civil Investigative Demand seeking the production of documents related to the same laboratory tests that are the subject of the relator's complaint. FMCH has cooperated fully in responding to the additional Civil Investigative Demand, and will vigorously contest the relator's complaint.

On June 29, 2011, FMCH received a subpoena from the United States Attorney for the Eastern District of New York (“E.D.N.Y.”). On December 6, 2011, a single Company facility in New York received a subpoena from the Office of the Inspector General of the Department of Health and Human Services that was substantially similar to the one issued by the U.S. Attorney for the E.D.N.Y. These subpoenas are part of a criminal and civil investigation into relationships between retail pharmacies and outpatient dialysis facilities in the State of New York and into the reimbursement under government payor programs in New York for medications provided to patients with ESRD. Among the issues encompassed by the investigation is whether retail pharmacies may have provided or received compensation from the New York Medicaid program for pharmaceutical products that should be provided by the dialysis facilities in exchange for the New York Medicaid payment to the dialysis facilities. The Company has cooperated in the investigation.

Civil investigative demands were issued under the supervision of the United States Attorneys for Rhode Island and Connecticut to American Access Care LLC (AAC) and certain affiliated entities prior to the Company's acquisition of AAC in October 2011. In March 2012, a third subpoena was issued under the supervision of the United States Attorney for the Southern District of Florida (Miami). The subpoenas cover a wide range of documents and activities of AAC, but appear to focus on coding and billing practices and procedures. The Company has assumed responsibility for responding tothe subpoenas and is cooperating fully with the United States Attorneys.

The Company has received communications alleging certain conduct in certain countries outside the U.S. and Germany that may violate the U.S. Foreign Corrupt Practices Act (“FCPA”) or other anti-bribery laws.   In response to the allegations, the Audit and Corporate Governance Committee of the Company's Supervisory Board is conducting an internal review with the assistance of independent counsel retained for such purpose.  The Company voluntarily advised the U.S. Securities and Exchange Commission and the U.S. Department of Justice that allegations have been made and of the Company's internal review. The Company has also directed its independent counsel, in conjunction with the Company's Compliance Department, to review the Company's compliance program including internal controls related to compliance with international anti-bribery laws and implement appropriate enhancements. The Company is fully committed to FCPA compliance. It cannot predict the final outcome of its review.

In December 2012 and January 2013, FMCH received subpoenas from the United States Attorneys for the District of Massachusetts and the Western District of Louisiana requesting production of a range of documents relating to products manufactured by FMCH, including the Granuflo® and Naturalyte® dialysate concentrate products. FMCH intends to cooperate fully in these matters.

The Company filed claims for refunds contesting the Internal Revenue Service's (“IRS”) disallowance of FMCH's civil settlement payment deductions taken by FMCH in prior year tax returns. As a result of a settlement agreement with the IRS, the Company received a partial refund in September 2008 of $37,000, inclusive of interest and preserved its right to pursue claims in the United States Courts for refunds of all other disallowed deductions, which totaled approximately $126,000. On December 22, 2008, the Company filed a complaint for complete refund in the United States District Court for the District of Massachusetts, styled as Fresenius Medical Care Holdings, Inc. v. United States. On August 15, 2012, a jury entered a verdict for FMCH granting additional deductions of $95,000. The District Court is now considering post trial motions by the IRS to set aside the verdict and the terms of the judgment to be entered against the United States to reflect the amount of the tax refund due to FMCH.

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 healthcare 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 laws of the United States, including the federal Anti-Kickback Statute, the federal False Claims Act, the federal Stark Law, 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 “qui tam” or “whistle blower” actions. In May 2009, the scope of the False Claims Act was expanded and additional protections for whistle blowers and procedural provisions to aid whistle blowers' ability to proceed in a False Claims Act case were added. By virtue of this regulatory environment, 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 and other parts of the world. 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 or other agents deliberately, recklessly or inadvertently contravene the Company's policies or violate applicable law. The actions of such persons may subject the Company and its subsidiaries to liability under the Anti-Kickback Statute, the Stark Law, the False Claims Act and the Foreign Corrupt Practices Act, among other laws and comparable laws of other countries.

Physicians, hospitals and other participants in the healthcare 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 in the Grace Chapter 11 Proceedings, all other matters included in the special charge have been resolved. While the Company believes that its remaining accrual 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.

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Stock Options (Details) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2012 Stock Option 2011 Plan [Member] EUR (€)	Dec. 31, 2012 Phantom Stock 2011 Plan [Member]	Dec. 31, 2012 Long Term Incentive Program 2011 [Member]	Dec. 31, 2011 Long Term Incentive Program 2011 [Member]	Dec. 31, 2010 Long Term Incentive Program 2011 [Member]	Dec. 31, 2012 Long Term Incentive Program 2011 [Member] Management Board General Partner [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conditional capital increase				€ 12,000
Share based compensation expiration period				eight years	five years
Stock option vesting period				four years	four years
Performance target, EPS minimum increase				8.00%	8.00%
Awards granted		2,817,879	2,585,196			1,947,231	423,300	348,600	307,515
Convertible bonds, principal				10,240
Grants, non-voting preference shares				4,000,000
Convertible bonds, interest rate	5.50%
Share-based Compensation Arrangement by Share-based Payment Award, Award Expiration Dating				eight years	five years
Stock price target, excess of intial value	0.25
Number of days used to calculate the average price of the preference shares	30 days
Options Awarded		2,817,879	2,585,196			1,947,231	423,300	348,600	307,515
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Compensation expense	26,476		27,981
Compensation expense, deferred tax income	8,195	8,020	9,740
Share-based Compensation	$ 2,306	$ 2,603

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Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2012

Prepaid Expenses And Other Current Assets (Tables ) [Abstract]

Schedule of Other Assets [Table Text Block]

		2012		2011
Taxes Refundable	$	149,536	$	180,721
Receivables for supplier rebates		61,248		185,152
Prepaid licence fees		47,137		45,184
Leases receivable		46,198		38,175
Prepaid rent		44,894		39,468
Payments on account		35,660		40,476
Derivatives		31,235		60,877
Prepaid insurance		24,803		14,163
Deposit / Guarantee / Security		20,903		16,538
Other		476,147		414,612
Total prepaid expenses and other current assets	$	937,761	$	1,035,366

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Noncontrolling Interests Subject to Put Provisions

12 Months Ended

Dec. 31, 2012

Notes to Consolidated Financial Statements [Abstract]

Noncontrolling Interests Subject to Put Provisions

12. Noncontrolling Interests Subject to Put Provisions

The Company has potential obligations to purchase the noncontrolling interests held by third parties in certain of its consolidated subsidiaries. These obligations are in the form of put provisions and are exercisable at the third-party owners' discretion within specified periods as outlined in each specific put provision. If these put provisions were exercised, the Company would be required to purchase all or part of third-party owners' noncontrolling interests at the appraised fair value at the time of exercise. The methodology the Company uses to estimate the fair values of the noncontrolling interest subject to put provisions assumes the greater of net book value or a multiple of earnings, based on historical earnings, development stage of the underlying business and other factors. The estimated fair values of the noncontrolling interests subject to these put provisions can also fluctuate and the implicit multiple of earnings at which these noncontrolling interest obligations may ultimately be settled could vary significantly from our current estimates depending upon market conditions.

As of December 31, 2012 and December 31, 2011 the Company's potential obligations under these put options were $523,260and $410,491, respectively, of which, at December 31, 2012, $228,408were exercisable. In the last three fiscal years ending December 31, 2012, twosuch put provisions have been exercised for a total consideration of $3,185.

Following is a roll forward of noncontrolling interests subject to put provisions for the years ended December 31, 2012, 2011 and 2010:

		2012		2011		2010
Beginning balance as of January 1,	$	410,491	$	279,709	$	231,303
Contributions to noncontrolling interests		(114,536)		(43,104)		(38,964)
Purchase/ sale of noncontrolling interests		134,643		37,786		28,969
Contributions from noncontrolling interests		16,565		7,222		5,289
Changes in fair value of noncontrolling interests		(18,880)		86,233		24,222
Net income		94,718		42,857		28,839
Other comprehensive income (loss)		259		(212)		51
Ending balance as of December 31,	$	523,260	$	410,491	$	279,709

		2012		2011		2010
Beginning balance as of January 1,	$	410,491	$	279,709	$	231,303
Contributions to noncontrolling interests		(114,536)		(43,104)		(38,964)
Purchase/ sale of noncontrolling interests		134,643		37,786		28,969
Contributions from noncontrolling interests		16,565		7,222		5,289
Changes in fair value of noncontrolling interests		(18,880)		86,233		24,222
Net income		94,718		42,857		28,839
Other comprehensive income (loss)		259		(212)		51
Ending balance as of December 31,	$	523,260	$	410,491	$	279,709