AMENDMENT NO. 1 Dated as of December 6, 2016 to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 24, 2014

Exhibit 2.30

EXECUTION VERSION

AMENDMENT NO. 1

Dated as of December 6, 2016

to

SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT

Dated as of November 24, 2014

THIS AMENDMENT NO. 1 (this “Amendment”) dated as of December 6, 2016 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) THE BANK OF NOVA SCOTIA, 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 Seventh Amended and Restated Transfer and Administration Agreement dated as of November 24, 2014 (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                               Base Rate. The definition of “Base Rate” in Section 1.1 of the TAA is hereby amended to insert the following proviso immediately prior to the period at the end of that definition: “; provided, however, that the Base Rate for any BR Tranche Period shall not be less than 0.00%”.

1.2                               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 “November 24, 2017” to “December 6, 2019”.

1.3                               Dilution Reserve Percentage. The definition of “Dilution Reserve Percentage” in Section 1.1 of the TAA is hereby amended to change the factor set forth therein from “2.25” to “2.50”.

1.4                               Loss Percentage. The definition of “Loss Percentage” in Section 1.1 of the TAA is hereby amended to change the factor set forth therein from “2.25” to “2.50”.

1.5                               Non-Securitization Account Receivable Proxy. The definition of “Non-Securitization Account Receivable Proxy” in Section 1.1 of the TAA is hereby amended to change the section referenced therein from “Section 6.2(c)(ii)” to “Section 2.11(b)”.

1.6                               Rate Variance Factor. The definition of “Rate Variance Factor” in Section 1.1 of the TAA is hereby amended to change the factor set forth therein from “2.25” to “2.50”.

1.7                               Recovery Rate. The definition of “Recovery Rate” in Section 1.1 of the TAA is hereby amended to change the section referenced therein from “Section 6.2(c)(iii)” to “Section 6.2(c)(ii)”.

1.8                               Servicing Fee Reserve. The definition of “Servicing Fee Reserve” in Section 1.1 of the TAA is hereby amended to change the factor set forth therein from “2.25” to “2.50”.

1.9                               Other Terms. Section 1.2 of the TAA is hereby amended and restated as follows:

SECTION 1.2.                  Other Terms. Except as otherwise provided herein, all accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that, if there is any change in GAAP (or any change in or adoption of IFRS as contemplated in this Agreement or in the Parent Agreement) or in the consistent application thereof after December 6, 2016 that would affect the computation of any financial covenant, ratio or requirement set forth in any Transaction Document, then the Agent, the Administrative Agents and the Investors and the Transferor agree to endeavor, in good faith, to agree upon an amendment to this Agreement and the Parent 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 (or in any change in or adoption of IFRS) (subject to the approval of the Majority Investors), but would allow compliance therewith to be determined in accordance with the most recent financial statements delivered pursuant to Section 6(a)(iv) of the Parent Agreement and Section 5.01(a) of this Agreement, as applicable, provided, that, until so amended (i) such financial covenants, ratio or requirement shall continue to be computed in accordance with GAAP (or IFRS, as applicable) prior to such change in GAAP (or such change in or adoption of IFRS, as applicable) and (ii) the Transferor shall provide each Administrative Agent financial statements and other documents as reasonably requested by such Administrative Agent setting forth a reconciliation between calculations of such ratio or

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requirement before and after giving effect to such change in GAAP (or such change in or adoption of IFRS, as applicable).

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.

1.10                        Liquidation Settlement Procedures. The fourth priority in Section 2.6(c) is hereby amended and restated as follows:

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) the Cash-Collateralization of any Letters of Credit then outstanding;

1.11                        Addition and Removal of Transferring Affiliates. Section 2.15(a) is hereby amended by inserting the following paragraph at the end of that section:

Notwithstanding anything to the contrary in this Section 2.15(a), if any Existing Transferring Affiliate wishes to be removed as a party to the Transferring Affiliate Letter, such Existing Transferring Affiliate may be removed as a Transferring Affiliate under this Agreement and the Transferring Affiliate Letter if the following conditions have been met:

(A)                               each Administrative Agent shall have received a Removal Supplement executed by such outgoing Transferring Affiliate, the Seller, and the Transferor and acknowledged by the Agent, together with such other instruments, documents and agreements as any Administrative Agent may reasonably request in connection therewith; and

(B)                               the Transferor shall have delivered to each Administrative Agent and the Agent an Officer’s Certificate of the Collection Agent (each, an “Officer’s Certificate regarding the Removal of Transferring Affiliates”) on the date of such removal:

(1)                                 specifying the name of each Existing Transferring Affiliate being removed on such date; and

(2)                                 certifying that after giving effect to the removal of all Existing Transferring Affiliates being removed on such date, (i) the Percentage Factor shall not exceed the Maximum Percentage Factor, (ii) no Termination Event or Potential Termination Event shall then be continuing and (iii) the aggregate Outstanding Balance of all Receivables originated by the remaining Transferring Affiliates is at least $1,050,000,000.

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1.12                        Letters of Credit. Section 2.17 of the TAA is hereby amended by inserting the following new paragraph at the end of that section:

Notwithstanding anything to the contrary herein, neither Barclays nor any member of its Related Group shall be requested to act as an L/C Issuer or to provide a Letter of Credit by the Transferor.

1.13                        Conditions to Issuing and Modifying a Letter of Credit and an Incremental Transfer (L/C). Clause (e) of Section 4.3 of the TAA is hereby amended by replacing the current clause (e) with the following:

(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 three years after the issuance thereof and (ii) the date that is one year after the Commitment Termination Date.

1.14                        Financial Reporting. Section 5.1(a) is hereby amended by inserting the following new clause at the end of that section:

(xiii)                        GAAP. For the avoidance of doubt, any adoption of IFRS accounting by FME KGaA pursuant to Section 6(c) of the Parent Agreement shall not affect the ability of any U.S. Subsidiary of FME KGaA to satisfy its obligations under Sections 5.1(a)(i) and (ii) by delivering financial statements prepared in accordance with 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 in the United States as of the date of this Agreement.

1.15                        Conduct of Business. Section 5.1(b) of the TAA is hereby amended by inserting the following proviso immediately prior to the period at the end of that section:

; provided, however, that the Transferor shall not be required to cause any Terminated Transferring Affiliate (DT) to carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently or had conducted.

1.16                        No Mergers, Etc. Section 5.2(d) of the TAA is hereby amended by inserting the following proviso immediately prior to the period at the end of that section:

; provided, however, that the Transferor shall not be required to comply with this covenant in connection with any merger, consolidation, transfer, lease or other disposition of assets by an Originating Entity (other than the Seller) if the aggregate Outstanding Balance of all Receivables originated by all other Originating Entities with respect to which the Transferor is in compliance with this covenant is at least $1,050,000,000.

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1.17                        EU Bail-In Language. The following new Section is hereby added immediately following Section 10.12 of the TAA:

SECTION 10.13.                             Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among any of the parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement or any Transaction Document to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)                                 the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)                                 the effects of any Bail-in Action on any such liability, including, if applicable:

(i)                                     a reduction in full or in part or cancellation of any such liability;

(ii)                                  a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or

(iii)                               the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

1.18                        Successor by Merger to Salisbury Receivables Company, LLC. The TAA is hereby amended to replace each reference therein to (a) “Salisbury Receivables Company, LLC” with a reference to “Sheffield Receivables Company, LLC” and (b) “Salisbury” with a reference to “Sheffield”, including in (i) the preamble, (ii) the definitions of “Administrative Agent”, “Conduit Investor”, “Related Group” and “Salisbury” in Article 1, (iii) Sections 9.4, 9.10, 10.3 and 10.9, (iv) Schedule II (Commitments of Bank Investors) and (v) Exhibit F (Form of Transfer Certificate), in each case where such reference appears.

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1.19                        Additional Amendments.

(a)                                 Section 1.1 of the TAA is further amended as follows:

(i)                                     The definitions therein of “Agent Fee Letter”, “Consolidated Leverage Ratio”, “GAAP”, “Eurodollar Tranche Period”, “Investor Fee Letter”, “L/C Issuer” and “LIBOR Rate” are hereby replaced with the following new definitions therefor:

“Agent Fee Letter” means the Amended and Restated Agent Fee Letter dated December 6, 2016 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.

“Consolidated Leverage Ratio” shall have the meaning specified in the FME KGaA Credit Facility as in effect on the 2013 Closing Date; provided, however, that if FME KGaA makes an election of IFRS as provided in Section 6(c) of the Parent Agreement, after the effective date of such election, calculations of the “Consolidated Leverage Ratio” (including as reflected in each Compliance Certificate to be delivered to the Administrative Agents pursuant to Section 5.1(a)(iii)) shall be made in accordance with IFRS.

“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 in which such Eurodollar Tranche Period ends, 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

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selected by the related Administrative Agent pursuant to Section 2.3(d).

“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 in the United States as of the date of this Agreement; provided, however, that if FME KGaA makes an election of IFRS as provided in Section 6(c) of the Parent Agreement, after the effective date of such election, solely with respect to Financial Documents and Other Documents (as such terms are defined in the Parent Agreement) to be provided by FME KGaA on a consolidated basis with its subsidiaries pursuant to Section 6(a)(iv) of the Parent Agreement and the financial covenants made in connection with Section 6(a)(v) of the Parent Agreement, references to GAAP (including any calculations in connection therewith), shall thereafter be construed to mean IFRS, subject in each case, to the provisions of Section 6(c) of the Parent Agreement.

“Investor Fee Letter” means the Tenth Amended and Restated Investor Fee Letter dated December 6, 2016 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.

“L/C Issuer” means a Bank Investor (other than Sheffield) 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.

“LIBOR Rate” means, with respect to any Eurodollar Tranche Period for the Investors in any Related Group, the interest rate per annum determined on the basis of the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other Person which takes over the administration of that rate) for deposits in U.S. dollars having a maturity equal to the LIBOR Tenor as it appears on the relevant display page on the Bloomberg Professional Service (or any successor or substitute page or service providing quotations of interest rates applicable to

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U.S. dollar deposits in the London interbank market comparable to those currently provided on such page, as determined by the Administrative Agent for such Related Group from time to time) 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; provided, however, that the LIBOR Rate for any Eurodollar Tranche Period shall not be less than 0.00%.

(ii)                                  Clause (ii) in the definition “Related Group” is hereby replaced with the following: “(ii) Sheffield, as a Conduit Investor, and Barclays as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns,”.

(iii)                               The following new definitions are hereby added in alphabetical order with the existing definitions in Section 1.1 of the TAA:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including

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any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board and in effect from time to time.

“LIBOR Tenor” means, with respect to any Eurodollar Tranche Period for the Investors in a Related Group, initially, 3 months or such other period as the Transferor and the Administrative Agent for such Related Group may agree in writing from time to time.

“Removal Supplement” has the meaning specified for such term in the Transferring Affiliate Letter.

“Terminated Transferring Affiliate (DT)” has the meaning specified for such term in Amendment No. 6, dated as of December 6, 2016, to the Transferring Affiliate Letter.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(b)                                 Section 10.3 is hereby amended and restated in its entirety in the form of Exhibit I hereto.

(c)                                  Each of the following Schedule and Exhibits to the TAA is hereby amended as follows:

(i)                                     Schedule I (Notice Addresses of Bank Investors) is amended and restated in its entirety in the form of Exhibit II hereto;

(ii)                                  each of Exhibit A (Form of Notice of Incremental Transfer (NI), Exhibit B (Form of L/C Issuance Notice) and Exhibit C (Form of L/C Modification Notice) is amended by replacing

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(iii)                               Exhibit D-1 (Form of Special Account Letter) is amended by restating the form of Special Account Letter for zero balance accounts therein in its entirety in the form of Exhibit III hereto;

(iv)                              Exhibit H (List of Actions and Suits) is amended and restated in its entirety in the form of Exhibit IV hereto;

(v)                                 Exhibit I (Location of Records) is amended and restated in its entirety in the form of Exhibit V hereto.

(vi)                              Exhibit P (Form of Amendments to Receivables Purchase Agreement, Transferring Affiliate Letter and Parent Agreement) is amended by inserting:

(A)                               the form of amendment to the Receivables Purchase Agreement (“Amendment No. 2 to Second Amended and Restated Receivables Purchase Agreement”) in the form of Exhibit VI hereto immediately following the “Form of Amendment No. 1 to Second Amended and Restated Receivables Purchase Agreement” therein; and

(B)                               the form of amendment to the Transferring Affiliate Letter (“Amendment No. 6 to Amended and Restated Transferring Affiliate Letter”) in the form of Exhibit VII hereto immediately following the “Form of Amendment No. 5 to Amended and Restated Transferring Affiliate Letter” therein; and

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(C)                               the form of amendment to the Parent Agreement (“Amendment No. 2 to the Second Amended and Restated Parent Agreement”) in the form of Exhibit VIII hereto immediately following the “Form of Amendment to Second Amended and Restated Parent Agreement” therein;

(vii)                           Exhibit Q (List of Transferring Affiliates) is amended and restated in its entirety in the form of Exhibit IX hereto.

(viii)                        Exhibit T (Form of Agreed Upon Procedures Report) is amended and restated in its entirety in the form of Exhibit X hereto.

SECTION 2.                            Conditions Precedent. This Amendment shall become effective and be deemed effective as of December 6, 2016 (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)                                 an amendment to the Receivables Purchase Agreement, dated as of the date hereof, substantially in the form of Exhibit VI hereto, duly executed and delivered by each of the parties thereto (and each of the parties hereto, by its execution of this Amendment, hereby consents to such execution and delivery);

(c)                                  an amendment to the Transferring Affiliate Letter, dated as of the date hereof, substantially in the form of Exhibit VII hereto, duly executed and delivered by each of the parties thereto (and each of the parties hereto, by its execution of this Amendment, hereby consents to such execution and delivery);

(d)                                 an amendment to the Parent Agreement, dated as of the date hereof, substantially in the form of Exhibit VIII attached hereto, duly executed and delivered by each of the parties thereto;

(e)                                  counterparts of the amended and restated Investor Fee Letter and the amended and restated Agent Fee Letter, each dated as of the date hereof, duly executed by each of the respective parties thereto;

(f)                                   a waiver and consent, dated as of the date hereof, duly executed and delivered by each of the parties thereto;

(g)                                  confirmation that all fees due and payable on or before the Effective Date have been paid in full;

(h)                                 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

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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;

(i)                                     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;

(j)                                    an Investor Report dated as of the end of the last day of September 2016;

(k)                                 a Cash Collections Report dated as of the end of the last day of September 2016; and

(l)                                     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.

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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 electronic mail shall be equally as effective as delivery of an original executed counterpart 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.

Signature Page

Amendment No. 1 to Seventh Amended and Restated

Transfer and Administration Agreement

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Amendment No. 1 to Seventh Amended and Restated

Transfer and Administration Agreement

Signature Page

Amendment No. 1 to Seventh Amended and Restated

Transfer and Administration Agreement

Signature Page

Amendment No. 1 to Seventh Amended and Restated

Transfer and Administration Agreement

Signature Page

Amendment No. I to Seventh Amended and Restated

Transfer and Administration Agreement

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Amendment No. 1 to Seventh Amended and Restated

Transfer and Administration Agreement

Signature Page

Amendment No. I to Seventh Amended and Restated

Transfer and Administration Agreement

EXHIBIT I

Amended and Restated

Section 10.3 to the

Seventh Amended and Restated

Transfer and Administration Agreement

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 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)

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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Attn: ▇▇▇▇ ▇▇▇▇▇▇▇

Payment Information:

Chase Manhattan Bank, N.A.

ABA ▇▇▇-▇▇▇-▇▇▇

Account ▇▇▇-▇-▇▇▇▇▇

If to the Collection Agent:

National Medical Care, Inc.

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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Attn: ▇▇▇▇ ▇▇▇▇▇▇▇

If to the Agent:

The Bank of Nova Scotia

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Attention: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to:

The Bank of Nova Scotia

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Attention: ▇▇▇▇▇▇ ▇▇▇▇

Tel:     (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

If to Liberty Street:

c/o Global Securitization Services, LLC

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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

If to the Administrative Agent for Liberty Street:

The Bank of Nova Scotia

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Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

2

Email: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to:

The Bank of Nova Scotia

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Attention: ▇▇▇▇▇▇ ▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

If to Thunder Bay:

c/o Global Securitization Services, LLC

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Attention: ▇▇▇▇▇ ▇▇▇▇▇

Tel:      (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

with a copy to:

c/▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇

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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Securitization Finance

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

If to the Administrative Agent for Thunder Bay:

Royal Bank of Canada

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Attn: Securitization Finance

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

With a copy to:

c/▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇

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3

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Attn: Securitization Finance

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

If to Sheffield or its Administrative Agent:

c/o Barclays Capital

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▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports and Cash Collections Reports should be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

If to Atlantic Securitization or its Administrative Agent:

Credit Agricole Corporate and Investment Bank, New York

1301 Avenue of the Americas

New York, New York 10019

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇/-7845

Fax: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇-▇▇▇.▇▇▇; ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇-▇▇▇.▇▇▇

If to PNC Bank, National Association:

PNC Bank, National Association

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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇.▇▇▇

If to Victory Receivables Corporation or its Administrative Agent:

Victory Receivables Corporation

c/o Global Securitization Services, LLC

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4

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

With a copy to:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇

and

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

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Attention: ▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇

Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports and Cash Collections Reports should be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇

If to the Bank Investors, including, if applicable, 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.

5

EXHIBIT II

Amended and Restated

Schedule I to the

Seventh Amended and Restated

Transfer and Administration Agreement

NOTICE ADDRESSES OF BANK INVESTORS

THE BANK OF NOVA SCOTIA

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Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to:

THE BANK OF NOVA SCOTIA

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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

SHEFFIELD RECEIVABLES COMPANY, LLC

c/o Barclays Capital

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▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports and Cash Collections Reports should be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

ROYAL BANK OF CANADA

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Attention: Conduit Funding

Tel: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

CREDIT AG▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇

▇▇▇▇ ▇venue of the Americas

New York, New York 10019

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇/-7845

Fax: ▇▇▇-▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇-▇▇▇.▇▇▇; ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇-▇▇▇.▇▇▇

PNC BANK, NATIONAL ASSOCIATION

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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇.▇▇▇

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

Investment Banking Division for the Americas

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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇

With a copy to:

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Tel. (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇

Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports and Cash Collections Reports should be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇

2

EXHIBIT III

Amended and Restated

Exhibit D-1 to the

Seventh Amended and Restated

Transfer and Administration Agreement

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. Unless otherwise directed by the Originating Entity, you are instructed by this letter 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, 25▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Asset-Backed Finance, Mid-Office Administration:

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 92▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇.

2

EXHIBIT IV

Amended and Restated

Exhibit H to the

Seventh 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 and Regulatory Matters” 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: ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇-▇▇▇/▇▇▇▇▇▇-▇▇▇▇▇?▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇&▇▇▇▇▇▇▇▇▇▇▇▇▇▇&▇▇▇▇▇▇▇▇▇▇▇▇▇&▇▇▇▇▇▇▇▇

The following are excerpts from the report on Form 6-K of FME KGaA filed with the Securities and Exchange Commission on October 27, 2016 for the period ending September 30, 2016 (in thousands, except share and per share data):

Legal and Regulatory Matters

The Company is routinely involved in 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 health care services and products. Legal matters that the Company currently deems to be material or noteworthy 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

On April 5, 2013, the U.S. Judicial Panel on Multidistrict Litigation ordered that the numerous lawsuits pending in various federal courts alleging wrongful death and personal injury claims against FMCH and certain of its affiliates relating to FMCH’s acid concentrate products NaturaLyte® and GranuFlo® be transferred and consolidated for pretrial management purposes into a consolidated multidistrict litigation in the United States District Court for the District of Massachusetts. See, In Re:

Fresenius Granuflo/Naturalyte Dialysate Products Liability Litigation, Case No. 2013-md-02428. The Massachusetts state courts and the St. Louis City (Missouri) court subsequently established similar consolidated litigation for such cases filed in Massachusetts county courts and St. Louis City court. See, In Re: Consolidated Fresenius Cases, Case No. MICV 2013-03400-O (Massachusetts Superior Court, Middlesex County). These lawsuits allege generally that inadequate labeling and warnings for these products caused harm to patients. In addition, similar cases have been filed in other state courts. On February 17, 2016, the Company reached with a committee of plaintiffs’ counsel and reported to the courts an agreement in principle for settlement of potentially all cases. The agreement in principle calls for the Company to pay $250,000 into a settlement fund in exchange for releases of all or substantially all of the plaintiffs’ claims, subject to the Company’s right to void the settlement under certain conditions, including if more than 3% of all plaintiffs reject the settlement or the distribution of rejecters meet certain criteria. As subsequently amended with the courts’ approval as to the applicable timetable, plaintiffs must advise FMCH of acceptance of the settlement by November 7, 2016; the Company has until November 15, 2016 to exercise any rights to void the settlement; and payment of the settlement amount must be made in November 2016 if the settlement is confirmed. The Company’s affected insurers have agreed to fund $220,000 of the settlement fund, with a reservation of rights regarding certain coverage issues between and among the Company and its insurers. The Company has accrued a net expense of $60,000 for consummation of the settlement, including legal fees and other anticipated costs.

Subsequent to the agreement in principle, the Company’s insurers in the AIG group initiated an action for declaratory judgment in New York state court advancing various arguments for reducing the amount of their coverage obligations. The Company filed an action in Massachusetts state court seeking to compel the AIG group carriers to honor their obligations under applicable policies, including reimbursement to the Company of litigation defense costs incurred before the agreement in principle was reached. The affected carriers have confirmed that the coverage litigation does not impact their commitment to fund $220,000 of the settlement with plaintiffs.

Certain of the complaints in the Granuflo®/Naturalyte® litigation named combinations of FMC-AG & Co. KGaA, FMC Management AG, Fresenius SE and Fresenius Management SE as defendants, in addition to FMCH and its domestic United States affiliates. The agreement in principle provides for dismissals and releases of claims encompassing the European defendants.

Four institutional plaintiffs have filed complaints against FMCH or its affiliates under state deceptive practices statutes resting on certain background allegations common to the GranuFlo®/NaturaLyte® personal injury litigation, but seeking as remedy the repayment of sums paid to FMCH attributable to the Granuflo®/Naturalyte® products. These cases implicate different legal standards, theories of liability and forms of potential recovery from those in the personal injury litigation and their claims will not be extinguished by the personal injury litigation settlement described above. The four plaintiffs are the Attorneys General for the States of Kentucky, Louisiana and Mississippi and the commercial insurance company Blue Cross Blue Shield of Louisiana in its private capacity. See, State of Mississippi ex rel. Hood, v. Fresenius Medical Care Holdings, Inc., No. 14-cv-152 (Chancery Court, DeSoto County); State of Louisiana ex re. ▇▇▇▇▇▇▇▇ and Louisiana Health Service & Indemnity Company v. Fresenius Medical Care Airline, 2016 Civ. 11035 (U.S.D.C. D. Mass.); Commonwealth of Kentucky ex rel. Beshear v. Fresenius Medical Care Holdings, Inc. et al., No. 16-▇▇-▇▇▇▇▇ (▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇).

Other Litigation and Potential Exposures

On February 15, 2011, a whistleblower (relator) action 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. See, United States ex rel. ▇▇▇▇▇ ▇▇▇▇▇▇▇ v. Fresenius Medical Care Holdings, Inc., 2009 Civ.

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10179 (D. Mass.). The United States did not intervene initially in the case. The relator’s complaint, which was first filed under seal in February 2009, alleged that the Company sought and received reimbursement from government payors for serum ferritin and multiple forms of hepatitis B laboratory tests that were medically unnecessary or not properly ordered by a physician. Discovery on the relator’s complaint closed in May 2015. On October 2, 2015, the United States Attorney moved to intervene on the relator’s complaint with respect only to certain Hepatitis B surface antigen tests performed prior to 2011, when Medicare reimbursement rules for such tests changed. FMCH opposed the government’s motion to intervene, which remains undecided.

On October 6, 2015, the Office of Inspector General of the United States Department of Health and Human Services (“OIG”) issued a subpoena to the Company seeking information about utilization and invoicing by Fresenius Vascular Care facilities as a whole for a period beginning after the Company’s acquisition of American Access Care LLC in October 2011 (“AAC”). The Company is cooperating in the government’s inquiry, which is being managed by the United States Attorney for the Eastern District of New York. Allegations against AAC arising in districts in Connecticut, Florida and Rhode Island relating to utilization and invoicing were settled in 2015.

The Company has received communications alleging conduct in countries outside the U.S. and Germany that may violate the U.S. Foreign Corrupt Practices Act (“FCPA”) or other anti-bribery laws. The Audit and Corporate Governance Committee of the Company’s Supervisory Board is conducting investigations with the assistance of independent counsel. The Company voluntarily advised the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”). The Company’s investigations and dialogue with the SEC and DOJ are ongoing. The Company is cooperating with the government investigations.

Conduct has been identified that may result in monetary penalties or other sanctions under the FCPA or other anti-bribery laws. In addition, the Company’s ability to conduct business in certain jurisdictions could be negatively impacted. The Company has previously recorded a non-material accrual for an identified matter. Given the current status of the investigations and remediation activities, the Company cannot reasonably estimate the range of possible loss that may result from identified matters or from the final outcome of the investigations or remediation activities.

The Company is implementing enhancements to its anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws. The Company continues to be fully committed to FCPA and other anti-bribery law compliance.

In August 2014, FMCH received a subpoena from the United States Attorney for the District of Maryland inquiring into FMCH’s contractual arrangements with hospitals and physicians, including contracts relating to the management of in-patient acute dialysis services. FMCH is cooperating in the investigation.

In July 2015, the Attorney General for Hawaii issued a civil complaint under the Hawaii False Claims Act alleging a conspiracy pursuant to which certain Liberty subsidiaries of FMCH overbilled Hawaii Medicaid for Liberty’s Epogen® administrations to Hawaii Medicaid patients during the period from 2006 through 2010, prior to the time of FMCH’s acquisition of Liberty. See, Hawaii v. Liberty Dialysis — Hawaii, LLC et al., Case No. 15-1-1357-07 (Hawaii 1st Circuit). The State alleges that Liberty acted unlawfully by relying on incorrect and unauthorized billing guidance provided to Liberty by Xerox State Healthcare LLC, which acted as Hawaii’s contracted administrator for its Medicaid program reimbursement operations during the relevant period. The amount of the overpayment claimed by the State is approximately $8,000, but the State seeks civil remedies, interest, fines, and penalties against

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Liberty and FMCH under the Hawaii False Claims Act substantially in excess of the overpayment. FMCH filed third-party claims for contribution and indemnification against Xerox. The State’s False Claims Act complaint was filed after Liberty initiated an administrative action challenging the State’s recoupment of alleged overpayments from sums currently owed to Liberty. The administrative action is continuing.

On August 31 and November 25, 2015, respectively, FMCH received subpoenas from the United States Attorneys for the District of Colorado and the Eastern District of New York inquiring into FMCH’s participation in and management of dialysis facility joint ventures in which physicians are partners. FMCH is cooperating in the investigations.

On June 30, 2016, FMCH received a subpoena from the United States Attorney for the Northern District of Texas (Dallas) seeking information about the use and management of pharmaceuticals including Velphoro® as well as FMCH’s interactions with DaVita Healthcare Partners, Inc. The Company understands that the subpoena relates to an investigation previously disclosed by DaVita and that the investigation encompasses DaVita, Amgen, and Sanofi. FMCH is cooperating in the investigation.

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, insurance plans and suppliers, 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 marketing and distribution of such products, the operation of manufacturing facilities, laboratories, dialysis clinics and other health care facilities, and environmental and occupational health and safety. With respect to its development, manufacture, marketing and distribution of medical products, if such compliance is not maintained, the Company could be subject to significant adverse regulatory actions by the FDA and comparable regulatory authorities outside the U.S. These regulatory actions could include warning letters or other enforcement notices from the FDA, and/or comparable foreign regulatory authority which may require the Company to expend significant time and resources in order to implement appropriate corrective actions. If the Company does not address matters raised in warning letters or other enforcement notices to the satisfaction of the FDA and/or comparable regulatory authorities outside the U.S., these regulatory authorities could take additional actions, including product recalls, injunctions against the distribution of products or operation of manufacturing plants, civil penalties, seizures of the Company’s products and/or criminal prosecution. FMCH is currently engaged in remediation efforts with respect to one pending FDA warning letter. 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 ▇▇▇▇▇ Law, the federal Civil Monetary Penalties Law and the federal Foreign Corrupt Practices Act as well as 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 whistleblower actions. 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, 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 whistleblower actions, which are initially filed under court seal.

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The Company operates many facilities and handles personal health information of its patients and beneficiaries 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 ▇▇▇▇▇ Law, the False Claims Act, Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health 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.

The Company is also subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions. With respect to other potential adjustments and disallowances of tax matters currently under review, the Company does not anticipate that an unfavorable ruling could have a material impact on its results of operations. The Company is not currently able to determine the timing of these potential additional tax payments.

Other than those individual contingent liabilities mentioned above, the current estimated amount of the Company’s other known individual contingent liabilities is immaterial.

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EXHIBIT V

Amended and Restated

Exhibit I to the

Seventh Amended and Restated

Transfer and Administration Agreement

LOCATION OF RECORDS

EXHIBIT I

to

SEVENTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

LOCATION OF RECORDS