AMENDMENT NO. 3 Dated as of August 9, 2011 to FIFTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 17, 2009

Exhibit 10.6

EXECUTION COPY

AMENDMENT NO. 3

Dated as of August 9, 2011

FIFTH AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT
Dated as of November 17, 2009

THIS AMENDMENT NO. 3 (this “Amendment”) dated as of August 9, 2011 is entered into by and among (i) NMC FUNDING CORPORATION, a Delaware corporation (the “Transferor”), (ii) NATIONAL MEDICAL CARE, INC., a Delaware corporation, as collection agent (the “Collection Agent”), (iii) the “Conduit Investors,” “Bank Investors” and “Administrative Agents” identified on the signature pages hereto and (iv) WESTLB AG, NEW YORK BRANCH, as agent (the “Agent”).

PRELIMINARY STATEMENTS

A. The Transferor, the Collection Agent, the Conduit Investors, the Bank Investors, the Administrative Agents and the Agent are parties to that certain Fifth Amended and Restated Transfer and Administration Agreement dated as of November 17, 2009 (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. In addition, 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. As of the Effective Date (as defined below), subject to the conditions precedent set forth in Section 2 of this Amendment, the TAA is hereby amended as follows:

1.1 Extension. The definition of “Commitment Termination Date” in Section 1.1 of the TAA is hereby amended to change the date set forth therein from “September 27, 2011” to “July 31, 2014”.

1.2 Facility Limit. The definition of “Facility Limit” in Section 1.1 of the TAA is hereby amended to change the dollar amount set forth therein from “$700,000,000” to “$800,000,000”.

1.3 Allocations. Schedule II (Commitments of Bank Investors) of the TAA is amended and restated in its entirety to be in the form of Exhibit I hereto.

1.4 Agreed Upon Procedures Report. Section 6.2(c) of the TAA is hereby amended to change the date set forth therein from “September 30” to “June 30”.

1.5 Certain Termination Events. Section 7.1 of the TAA is hereby amended to delete clauses (k) and (l) thereof in their entirety and to substitute the following new clauses therefor:

(k) (i) any Liquidity Provider or Credit Support Provider shall have given notice that an event of default has occurred and is continuing under any of its respective agreements with a Conduit Investor in any Related Group and (ii) Investors then holding not less than 66-2/3% of the aggregate Commitments in respect of the unaffected Related Groups shall elect to declare such event a “Termination Event”; or

(l) (i) the Commercial Paper issued by a Conduit Investor in any Related Group or its Related Issuer shall not be rated at least “A-2” by Standard & Poor’s or at least “P-2” by Moody’s or (if rated by Fitch) at least F2 by Fitch, unless any rating of such Commercial Paper shall be lower than such level solely as a result of the correspondingly lower rating of the Credit Support Provider for such Conduit Investor and (ii) Investors holding not less than 66-2/3% of the aggregate Commitments in respect of the unaffected Related Groups shall elect to declare such event a “Termination Event”; or

1.6 Additional Amendments.

(a) Section 1.1 of the TAA is further amended to delete the definitions therein of “Agent Fee Letter”, “Investor Fee Letter” and “Related Group” and to substitute the following new definitions therefor:

“Agent Fee Letter” means the Second Amended and Restated Agent Fee Letter dated August 9, 2011 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.

“Investor Fee Letter” means the Seventh Amended and Restated Investor Fee Letter dated August 9, 2011 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.

“Related Group” means any of the following groups: (i) Compass, as a Conduit Investor, and WestLB, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns, (ii) Liberty Street, as a Conduit Investor, and Scotiabank, as a Bank Investor and as Administrative Agent, together with their respective successors and permitted assigns, (iii) Salisbury, as a

Conduit Investor and a Bank Investor, and Barclays as an Administrative Agent, together with their respective successors and permitted assigns, (iv) 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 and (vi) Old Line, as a Conduit Investor, and RBC, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns.

(b) Each of the following Schedules and Exhibits to the TAA is amended and restated in its entirety in the respective form identified below:

(i) Schedule I (Notice Addresses of Bank Investors), to be in the form of Exhibit II hereto;

(ii) Exhibit H (List of Actions and Suits), to be in the form of Exhibit III hereto;

(iii) Exhibit Q (List of Transferring Affiliates), to be in the form of Exhibit IV hereto.

SECTION 2. Conditions Precedent. This Amendment shall become effective and be deemed effective as of August 9, 2011 (the “Effective Date”) subject to the Agent’s receipt of the following, each in form and substance satisfactory to each Administrative Agent:

(a) counterparts of this Amendment duly executed by the Transferor, the Collection Agent, the Conduit Investors, the Bank Investors, the Administrative Agents and the Agent;

(b) a reaffirmation of the Parent Agreement, substantially in the form of Exhibit V attached hereto, duly executed by each of FMCAG and FMCH;

(d) to the extent requested by any Conduit Investor, such Conduit Investor shall have received 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 Amendment 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; and

(e) a report by a firm of independent public accountants approved by each Administrative Agent prepared in accordance with the procedures set forth in Exhibit T to the TAA and dated a date not earlier than thirty (30) days prior to the date hereof; and

(f) such other documents, instruments, certificates and opinions as the Agent or any Administrative Agent shall reasonably request.

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.

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 Unless otherwise indicated, all references in this Amendment to a specific “Section”, “Schedule”, “Exhibit” and other subdivision are to such Section, Schedule, Exhibit or other subdivision of the TAA.

4.2 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.

4.3 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.

4.4 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.

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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.


		NMC FUNDING CORPORATION,
		as Transferor

		By: Name:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Vice President & Treasurer

		NATIONAL MEDICAL CARE, INC., as
		Collection Agent

		By: Name:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Vice President & Treasurer