FRESENIUS MEDICAL CARE HOLDINGS INC /NY/
AMENDMENT TO AMENDED RESTATED TRANSFER ADMIN AGMNT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>5
<FILENAME>b44502fmexv10w6.txt
<DESCRIPTION>AMENDMENT TO AMENDED RESTATED TRANSFER ADMIN AGMNT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.7



                                 AMENDMENT NO. 1

                          Dated as of October 22, 2002

                                       to

                           SECOND AMENDED AND RESTATED
                      TRANSFER AND ADMINISTRATION AGREEMENT

                         Dated as of September 24, 2002

         THIS AMENDMENT NO. 1 (this "AMENDMENT") dated as of October 22, 2002 is
entered into by and among NMC FUNDING CORPORATION, a Delaware corporation, as
Transferor, NATIONAL MEDICAL CARE, INC., a Delaware corporation, as Collection
Agent, ENTERPRISE FUNDING CORPORATION, a Delaware corporation ("ENTERPRISE"), as
a Conduit Investor, COMPASS US ACQUISITION, LLC, a Delaware limited liability
company ("COMPASS"), as a Conduit Investor, GIRO MULTI-FUNDING CORPORATION, a
bankruptcy-remote special purpose company incorporated in Delaware ("GMFC"), as
a Conduit Investor, the FINANCIAL INSTITUTIONS PARTIES HERETO as Class A Bank
Investors, BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Class B Investor,
WESTLB AG, NEW YORK BRANCH ("WESTLB"), as an Administrative Agent, BAYERISCHE
LANDESBANK, NEW YORK BRANCH ("BLB"), as an Administrative Agent and BANK OF
AMERICA, N.A., as an Administrative Agent and as Agent.

                             PRELIMINARY STATEMENTS

                  A.       The Transferor, the Collection Agent, Compass,
Enterprise, GMFC, the Class A Bank Investors, the Class B Investor, WestLB, as
an Administrative Agent, BLB, as an Administrative Agent, and Bank of America,
as an Administrative Agent and as Agent, are parties to that certain Second
Amended and Restated Transfer and Administration Agreement dated as of September
24, 2002 (as amended or otherwise modified prior to the date hereof, the "TAA").
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the TAA.

                  B.       The parties hereto have agreed to amend the TAA on
the terms and conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the premises set forth
above, and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

                  SECTION 1. AMENDMENTS TO TAA. Subject to the satisfaction of
the conditions precedent set forth in Section 2 below, the TAA is amended as
follows:

                  1.1      The following new definition is added to Section 1.1
         of the TAA in appropriate alphabetical order:
<PAGE>

                           "CLASS B COMMITMENT TERMINATION DATE" means the
                  earlier of (i) the Commitment Termination Date and (ii) the
                  date on which Commitments of the Class B Investors are reduced
                  to zero pursuant to SECTION 2.2(h).

                  1.2      The definition of "Commitment" in Section 1.1 of the
         TAA is amended to add the following at the end of such definition:

                           "; and PROVIDED FURTHER that the Commitment of each
                  Class B Investor shall be reduced to zero on the Class B
                  Commitment Termination Date"

                  1.3      The definition of "Commitment Termination Date" in
         Section 1.1 of the TAA is amended to change the date set forth therein
         from "October 24, 2002" to "October 23, 2003".

                  1.4      The definition of "Maximum Net Investment" in Section
         1.1 of the TAA is amended in its entirety to read as follows:

                           "MAXIMUM NET INVESTMENT" means, at any time, an
                  amount equal to 98% of the Facility Limit in effect at such
                  time.

                  1.5      The definition of "Official Body" in Section 1.1 of
         the TAA is amended in its entirety to read as follows:

                           "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 principals, in each case whether
                  foreign or domestic.

                  1.6      The definition of "Termination Date" in Section 1.1
         of the TAA is amended to change the date set forth in clause (viii)
         thereof from "October 24, 2002" to "October 23, 2003".

                  1.7      Section 2.2(g) of the TAA is amended in its entirety
         to read as follows:

                          "(g) REFINANCING OF CLASS B NET INVESTMENT. If any
                  Incremental Transfer is requested to be made hereunder by the
                  Investors in the Class A Related Groups at a time when any
                  Class B Net Investment remains outstanding, and after giving
                  effect to such Incremental Transfer the Class A Net Investment
                  exceeds $475,000,000, the Transferor hereby directs the Agent
                  to pay the Transfer Price for such Incremental Transfer (or,
                  if less, the amount of such excess over $475,000,000) to the
                  Administrative Agent for the Class B Related Group, for
                  application to the reduction of the Class B Net Investment. In
                  addition, from and after the Class B Commitment Termination
                  Date and for so long as any Class B Net Investment is
                  outstanding hereunder, the Transferor hereby agrees that it
                  shall,


                                       2

<PAGE>

                  to the maximum extent it is permitted to do so under this
                  Agreement, request Incremental Transfers to be funded by the
                  Class A Investors on the last day of each Tranche Period
                  relating to the Class B Net Investment in an amount equal to
                  the lesser of (i) the amount of the Class B Net Investment
                  allocated to such Tranche Period and (ii) the excess, if any,
                  of the Maximum Class A Net Investment over the Class A Net
                  Investment outstanding as of such date; PROVIDED that no such
                  Incremental Transfer shall be required in an amount less than
                  $5,000,000 (or, if less, the outstanding Class B Net
                  Investment) and integral multiples of $1,000,000 in excess
                  thereof; and PROVIDED FURTHER that no such Incremental
                  Transfer shall be permitted or required within 30 days of the
                  then current Commitment Termination Date or at any time that a
                  Termination Event or Potential Termination Event has occurred
                  and is continuing."

                  1.8      The following is added as new Section 2.2(h) to the
         TAA:

                          "(h) TERMINATION OF CLASS B COMMITMENTS. On the last
                  Business Day of each March, June, September and December (each
                  a "Quarterly Testing Date"), the Collection Agent shall
                  deliver a report to the Administrative Agent for the Class B
                  Investors certifying the Maximum Class A Net Investment as of
                  the last Business Day of the immediately preceding calendar
                  month. If the Maximum Class A Net Investment as so reported on
                  two consecutive Quarterly Testing Dates is equal to or greater
                  than $475,000,000, then the Class B Facility Limit and the
                  respective Commitments of the Class B Investors shall
                  automatically be reduced to zero on the second of such
                  Quarterly Testing Dates."

                  1.9      Section 8.2(b) of the TAA is amended in its entirety
         to read as follows:

                           "(b) If any Indemnified Party shall have determined
                  that after the date hereof, the adoption of any applicable
                  Law, 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)."

                                       3
<PAGE>

                  1.10     The TAA is further amended to add the following as
         new paragraph (e) to Section 8.2:

                           (e) 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 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 accrued through the date
                  of payment). 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 Class A Bank Investors or Class B
                  Investors, as applicable, in such Related Group shall be
                  reduced to zero, (y) the Facility Limit will be reduced by an
                  amount equal to the Commitments (determined immediately prior
                  to such termination) of the Class A Bank Investors and Class B
                  Investors, as applicable, in such Related Group and (z) the
                  Maximum Net Investment shall be reduced to 98% of the Facility
                  Limit (determined after giving effect to the reduction thereof
                  as described above).

                  SECTION  2. CONDITIONS PRECEDENT. This Amendment shall become
effective and be deemed effective as of the date hereof upon satisfaction of the
following conditions precedent:

                  (a) the Agent shall have received counterparts of this
         Amendment duly executed by the Transferor, the Collection Agent, the
         Conduit Investors, the Class A Bank Investors, the Class B Investor,
         the Administrative Agents and the Agent; and

                  (b) the Agent shall have received a reaffirmation of the
         Parent Agreement, substantially in the form of Exhibit A attached
         hereto, duly executed by each of FMC and FMCH.

         SECTION 3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR
AND THE COLLECTION AGENT.

                  3.1 Upon the effectiveness of this Amendment, each of the
Transferor and the Collection Agent hereby reaffirms all covenants,
representations and warranties made by it in the TAA and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.


                                       4
<PAGE>

                  3.2 Each of the Transferor and the Collection Agent hereby
represents and warrants that (i) this Amendment constitutes the legal, valid and
binding obligation of such party, enforceable against it in accordance with its
terms and (ii) upon the effectiveness of this Amendment, no Termination Event or
Potential Termination Event shall exist under the TAA.

                  SECTION 4.  REFERENCE TO AND EFFECT ON THE TAA.

                  4.1 Upon the effectiveness of this Amendment, each reference
in the TAA to "this Agreement," "hereunder," "hereof," "herein," "hereby" or
words of like import shall mean and be a reference to the TAA as amended hereby,
and each reference to the TAA in any other document, instrument and agreement
executed and/or delivered in connection with the TAA shall mean and be a
reference to the TAA as amended hereby.

                  4.2 Except as specifically amended hereby, the TAA and all
other documents, instruments and agreements 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 any
Investor, any Administrative Agent or the Agent under the TAA or any other
document, instrument, or agreement executed in connection therewith, nor
constitute a waiver of any provision contained therein.

                  SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF
LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

                  SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument. Delivery of an executed counterpart of this
Amendment by facsimile shall be equally as effective as delivery of an original
executed counterpart of this Amendment. Any party delivering an executed
counterpart of this Amendment by facsimile shall also deliver an original
executed counterpart of this Amendment but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability and binding
effect of this Amendment.

                  SECTION 7. HEADINGS. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.


                                       5
<PAGE>

                  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.


                               ENTERPRISE FUNDING CORPORATION,
                               as a Conduit Investor


                               By:   /s/ KEVIN P. BURNS
                                   ---------------------------------------------
                               Name: Kevin P. Burns
                               Title:  Vice President

                               COMPASS US ACQUISITION, LLC,
                               as a Conduit Investor


                               By:    /s/ DOUGLAS K. JOHNSON
                                   ---------------------------------------------
                               Name: Douglas K. Johnson
                               Title: President


                               GIRO MULTI-FUNDING CORPORATION,
                               as a Conduit Investor


                               By:   /s/ BERNARD J. ANGELO
                                   ---------------------------------------------
                               Name: Bernard J. Angelo
                               Title: Vice President


                               NMC FUNDING CORPORATION,
                               as Transferor


                               By:    /s/ JERRY SCHNEIDER
                                   ---------------------------------------------
                               Name: Jerry Schneider
                               Title: President



                               NATIONAL MEDICAL CARE, INC., as
                               Collection Agent


                               By:    /s/ JERRY SCHNEIDER
                                   ---------------------------------------------
                               Name: Jerry Schneider
                               Title: President






                               Signature Page to
                                Amendment No. 1

<PAGE>
                               BANK OF AMERICA, N.A., as Agent, as an
                               Administrative Agent and as a Class A
                               Bank Investor


                               By:   /s/ JOHN K. SVOLOS
                                   ---------------------------------------------
                               Name: John K. Svolos
                               Title: Principal


                               WESTLB AG, NEW YORK BRANCH, as an Administrative
                               Agent and as a Class A Bank Investor

                               By:   /s/ CHRISTIAN C. BRUNE
                                   ---------------------------------------------
                               Name: Christian C. Brune
                               Title: Director, Global Securitization Americas

                               By:    /s/ JOHN H. MOORHEAD
                                   ---------------------------------------------
                               Name: John H. Moorhead
                               Title: Director, Global Securitization Americas


                               BAYERISCHE LANDESBANK, NEW YORK BRANCH, as an
                               Administrative Agent and as a
                               Class A Bank Investor


                               By:   /s/ ALEXANDER KOHNERT
                                   ---------------------------------------------
                               Name: Alexander Kohnert
                               Title: First Vice President


                               By:    /s/ LORI-ANN WYNTER
                                   ---------------------------------------------
                               Name: Lori-Ann Wynter
                               Title: Vice President


                               LANDESBANK HESSEN-THUERINGEN GIROZENTRALE, as a
                               Class A Bank Investor


                               By:    /s/ MARTIN SCHEELE
                                   ---------------------------------------------
                               Name: Dr. Martin Scheele
                               Title: Vice President

                               By:    /s/ MARC HEIMEROTH
                                   ---------------------------------------------
                               Name: Marc Heimeroth
                               Title: Associate




                               Signature Page to
                                Amendment No. 1

<PAGE>

                               BANK OF AMERICA, N.A., as a Class B Investor


                               By:   /s/ RICHARD L. NICHOLS, JR
                                   -----------------------------------------
                               Name: Richard L. Nichols, Jr
                               Title: Managing Director























                               Signature Page to
                                Amendment No. 1

<PAGE>

                                                                       EXHIBIT A

                        REAFFIRMATION OF PARENT AGREEMENT

                                October __, 2002

Bank of America, N.A.,
as Administrative Agent and Agent
231 S. LaSalle Street - 16th Floor
Chicago, Illinois 60607

WestLB, AG, New York Branch,
as Administrative Agent
1211 Avenue of the Americas
New York, New York 10036

Bayerische Landesbank, New York Branch,
as Administrative Agent
560 Lexington Avenue
New York, New York 10022

                  Each of the undersigned, FRESENIUS MEDICAL CARE AG and
FRESENIUS MEDICAL CARE HOLDINGS, INC. (i) acknowledges, and consents to, the
execution of that certain Amendment No. 1 dated as of October __, 2002 (the
"AMENDMENT") to the Second Amended and Restated Transfer and Administration
Agreement, dated as of September 24, 2002, among NMC Funding Corporation,
National Medical Care, Inc., the entities parties thereto as "Conduit
Investors", the financial institutions parties thereto as "Class A Bank
Investors", the financial institutions parties thereto as "Class B Investors",
the financial institutions parties thereto as "Administrative Agents" and Bank
of America, N.A., as "Agent" (as amended or otherwise modified from time to
time, the "TAA"), (ii) reaffirms all of its obligations under that certain
Parent Agreement dated as of August 28, 1997 made by the undersigned (as amended
or otherwise modified from time to time, the "PARENT AGREEMENT") and (iii)
acknowledges and agrees that, after giving effect to the Amendment, such Parent
Agreement remains in full force and effect and such Parent Agreement is hereby
ratified and confirmed.

FRESENIUS MEDICAL CARE              FRESENIUS MEDICAL CARE AG
HOLDINGS, INC.


By:_________________________        By:_____________________________
Name:_______________________        Name:___________________________
Title:______________________        Title:__________________________

                                    By:_____________________________
                                    Name:___________________________
                                    Title:__________________________


</TEXT>
</DOCUMENT>
