FRESENIUS MEDICAL CARE US FINANCE II, INC. as Issuer U.S. BANK NATIONAL ASSOCIATION as Trustee FRESENIUS MEDICAL CARE AG & Co. KGaA, FRESENIUS MEDICAL CARE HOLDINGS, INC. and FRESENIUS MEDICAL CARE DEUTSCHLAND GmbH as Guarantors INDENTURE DATED AS OF...Indenture • November 3rd, 2011 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York
INDENTURE dated as of September 14, 2011, among FRESENIUS MEDICAL CARE US FINANCE II, INC., a Delaware corporation (the “Issuer”), as Issuer, FRESENIUS MEDICAL CARE AG & Co. KGaA, a partnership limited by shares (Kommanditgesellschaft auf Aktien) organized under the laws of the Federal Republic of Germany (the “Company”), FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York corporation (“FMCH”) and FRESENIUS MEDICAL CARE DEUTSCHLAND GmbH, a limited liability company organized under the laws of the Federal Republic of Germany (“FMCD” and, together with the Company and FMCH, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among BIO-MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC., PB MERGER SUB, INC., LIBERTY DIALYSIS HOLDINGS, INC., CERTAIN STOCKHOLDERS OF LIBERTY DIALYSIS HOLDINGS, INC., solely as Stockholder Representative, and,...Agreement and Plan of Merger • November 3rd, 2011 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 1, 2011, is made and entered into by and among Bio-Medical Applications Management Company, Inc., a Delaware corporation (the “Purchaser”), PB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), Liberty Dialysis Holdings, Inc., a Delaware corporation (the “Company”), each of the stockholders identified as such on the signature pages to this Agreement (the “Signing Stockholders”, and collectively with all other stockholders of the Company, the “Stockholders”), LD Stockholder Representative, LLC, as Stockholder Representative (as defined herein), and only for the purposes of Section 11.15 of this Agreement, Fresenius Medical Care Holdings, Inc., a New York corporation (the “Parent Guarantor”). The Purchaser, Merger Sub, the Company, the Signing Stockholders and the Stockholder Representative are sometimes individually referred to herein as a “Party” and collectively as
AMENDMENT NO. 6Credit Agreement • November 3rd, 2011 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York
THIS AMENDMENT NO. 6, dated as of September 21, 2011 (this “Amendment”), of those certain Credit Agreements referenced below is by and among FRESENIUS MEDICAL CARE AG & Co. KGaA, a German partnership limited by shares (“FMCAG”), FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York corporation (“FMCH”), and the other Borrowers identified herein, the Guarantors identified herein, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Bank Credit Agreement.
