SECOND AMENDMENT TO

Exhibit 10.1

SECOND AMENDMENT TO

SUBORDINATED LOAN NOTE

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

      1. All capitalized terms used herein without definition shall have the meanings assigned thereto in the Note.

      2. The reference to “October 31, 2007” in paragraph 2 of the Note is hereby deleted and replaced by a reference to “February 28, 2010”.

      3. The pricing matrix set forth in paragraph 4 of the Note is hereby amended as of December 23, 2004 to reflect the change in pricing under the Amended and Restated Credit Agreement which took effect under Amendment No. 3 thereto:

Pricing Level		Consolidated Leverage Ratio		Margin
I		>3.5:1.0			1.20%
II		>3.0:1.0 but£ 3:5:1.0			1.20%
III		>2.5:1.0 but£ 3.0:1.0			0.95%
IV		>2.0:1.0 but£ 2.5:1.0			0.75%
V		>1.5:1.0 but£ 2.0:1.0			0.675%
VI		£1.5:1.0			0.6%

      4. THE BORROWERS HEREBY COVENANT AND AGREE, AND THE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY COVENANTS AND AGREES, THAT, TO THE EXTENT AND IN THE MANNER HEREINAFTER SET FORTH THE PAYMENT OF THE PRINCIPAL OF THE INDEBTEDNESS EVIDENCED BY THE NOTE (AS AMENDED HEREBY AND AS IN EFFECT FROM TIME TO TIME) AND ANY INTEREST PAYABLE IN RESPECT THEREOF ARE HEREBY EXPRESSLY MADE SUBORDINATE AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL AMOUNTS THEN DUE AND PAYABLE IN RESPECT OF ALL PREFERRED INDEBTEDNESS.

      5. To the extent not expressly modified hereby, all provisions of the Note remain in full force and effect.

      6. This Allonge, which may be attached to the Note, shall be governed by and shall be construed and enforced in accordance with the laws of New York without regard to conflicts of laws principles.

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

NATIONAL MEDICAL CARE, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
ALABAMA, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
CONNECTICUT, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
FAYETTEVILLE, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
FLORIDA, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

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BIO-MEDICAL APPLICATIONS OF
GEORGIA, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
INDIANA, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
KENTUCKY, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
LOUISIANA, LLC

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
MARYLAND, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

3

BIO-MEDICAL APPLICATIONS OF
MASSACHUSETTS, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
MISSISSIPPI, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
MISSOURI, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS
OF NEW JERSEY, INC.
(for itself and as successor by merger to
Bio-Medical Applications of Jersey City, Inc.)

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

BIO-MEDICAL APPLICATIONS OF
NORTH CAROLINA, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:   Treasurer

4

BIO-MEDICAL APPLICATIONS OF OHIO, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:  Treasurer

BIO-MEDICAL APPLICATIONS OF

OKLAHOMA, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:  Treasurer

BIO-MEDICAL APPLICATIONS OF

PENNSYLVANIA, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:  Treasurer

BIO-MEDICAL APPLICATIONS OF

SOUTH CAROLINA, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:  Treasurer

BIO-MEDICAL APPLICATIONS OF TEXAS, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:  Treasurer

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BIO-MEDICAL APPLICATIONS OF

VIRGINIA, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:  Treasurer

BIO-MEDICAL APPLICATIONS OF

WISCONSIN, INC.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:  Treasurer

ACKNOWLEDGED AND AGREED:

FRESENIUS AG

By:		/s/ Xxxx Xxxxxx		By:		/s/ Xxxxxxx Xxxxxxxxxxx
		Name: Xxxx Xxxxxx				Name: Xx. Xxxxxxx Xxxxxxxxxxx
		Title:  Senior Vice President Finance				Title:  Treasurer

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