AGREEMENT Dated as of May 3, 2005, Among FRESENIUS MEDICAL CARE AG,Merger Agreement • May 5th, 2005 • Fresenius Medical Care Corp • Services-misc health & allied services, nec • Delaware
WHEREAS the respective boards of directors of FME, Sub and Rome have approved the merger (the “Merger”) of Sub into Rome on the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of common stock, par value $0.01 per share, of Rome (the “Rome Common Stock”) not owned by FME, Sub or Rome shall be converted into the right to receive the Merger Consideration (as defined in Section 2.01);
SECOND AMENDMENT TOSubordinated Loan Note • May 5th, 2005 • Fresenius Medical Care Corp • Services-misc health & allied services, nec • New York
BIO-MEDICAL APPLICATIONS OF NEW JERSEY, INC. (for itself and as successor by merger to Bio-Medical Applications of Jersey City, Inc.)
TRANSFER AND ADMINISTRATION AGREEMENTTransfer and Administration Agreement • May 5th, 2005 • Fresenius Medical Care Corp • Services-misc health & allied services, nec • New York
THIS AMENDMENT NO. 3 (this “Amendment”) dated as of January 1, 2005 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”).
