REGISTRATION RIGHTS AGREEMENT by and among FMC Finance III S.A. Fresenius Medical Care AG & Co. KGaA Fresenius Medical Care Holdings, Inc. Fresenius Medical Care Deutschland GmbH and Banc of America Securities LLC Deutsche Bank Securities Inc. Morgan...Registration Rights Agreement • August 2nd, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 26, 2007, by and among FMC Finance III S.A., a public limited company organized under the laws of the Grand Duchy of Luxembourg (the “Company”), Fresenius Medical Care AG & Co. KGaA (“FMC-KGaA”), Fresenius Medical Care Holdings, Inc. and Fresenius Medical Care Deutschland GmbH (the “Guarantors” and, together with the Company, the “Issuers”), and Banc of America Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), each of which has agreed to purchase the Company’s 67/8% Senior Notes due 2017 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
FMC FINANCE III S.A. Issuer U.S. BANK NATIONAL ASSOCIATION Trustee FRESENIUS MEDICAL CARE AG & Co. KGaA, FRESENIUS MEDICAL CARE HOLDINGS, INC. and FRESENIUS MEDICAL CARE DEUTSCHLAND GmbH Guarantors INDENTURE DATED AS OF JULY 2, 2007 with respect to...Indenture • August 2nd, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York
INDENTURE dated as of July 2, 2007, among FMC FINANCE III S.A., a corporation under the laws of Luxembourg (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”).
AMENDMENT NO. 4 TO AGREEMENT NO. 200600447 BETWEEN AMGEN USA INC. AND FRESENIUS MEDICAL CARE HOLDINGS, INC.Fresenius Medical Care AG & Co. KGaA • August 2nd, 2007 • Services-misc health & allied services, nec
This Amendment No. 4 (“Amendment No. 4”) to Agreement No. 200600447 (the “Agreement”) is being entered into by and among Amgen USA Inc. (“Amgen”), a wholly-owned subsidiary of Amgen Inc.; Amgen Inc.; and Fresenius Medical Care Holdings, Inc. (“FMCH”) (Amgen and FMCH each a “Party” and together, the “Parties”). This Amendment No. 4 shall be effective on July 1, 2007.
CONFIDENTIAL TREATMENT Amgen USA, Inc. One Amgen Center Drive Thousand Oaks, CA 91320-1799 March 22, 2007 805-447-1000Confidential Treatment • August 2nd, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec
This letter has been written to evidence the agreement reached by Amgen USA Inc. (“Amgen”) and Fresenius Medical Care Holdings, Inc. (“FMCH”) to modify and formally amend the above-referenced Agreement (the “Agreement”) by and between Amgen and FMCH for the purchase of EPOGEN® and Aranesp® effective October 1, 2006. Unless otherwise specifically defined in this letter, each term used herein shall have the meaning assigned to such term in the Agreement.
AMENDMENT NO. 1 TO AGREEMENT NO. 200600447 BETWEEN AMGEN USA INC. AND FRESENIUS MEDICAL CARE HOLDINGS, INC.Fresenius Medical Care AG & Co. KGaA • August 2nd, 2007 • Services-misc health & allied services, nec
This Amendment No. 1 (“Amendment No. 1”) to Agreement No. 200600447 (the “Agreement”) is being entered into by and among Amgen USA Inc. (“Amgen”), a wholly-owned subsidiary of Amgen Inc.; Amgen Inc.; and Fresenius Medical Care Holdings, Inc. (“FMCH”) (Amgen and FMCH each a “Party” and together, the “Parties”). This Amendment No. 1 shall be effective on January 1, 2007.
AMENDMENT NO. 1 Dated as of June 26, 2007 To that Certain BANK CREDIT AGREEMENT Dated as of March 31, 2006 among FRESENIUS MEDICAL CARE AG & Co. KGaA, FRESENIUS MEDICAL CARE HOLDINGS, INC. and the other Borrowers and Guarantors identified therein,...Bank Credit Agreement • August 2nd, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York
THIS AMENDMENT NO. 1, dated as of June 26, 2007 (this “Amendment”), of that certain Bank Credit Agreement 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.
AMENDMENT NO. 2 TO AGREEMENT NO. 200600447 BETWEEN AMGEN USA INC. AND FRESENIUS MEDICAL CARE HOLDINGS, INC.Fresenius Medical Care AG & Co. KGaA • August 2nd, 2007 • Services-misc health & allied services, nec
This Amendment No. 2 (“Amendment No. 2”) to Agreement No. 200600447 (the “Agreement”) is being entered into by and among Amgen USA Inc. (“Amgen”), a wholly-owned subsidiary of Amgen Inc.; Amgen Inc.; and Fresenius Medical Care Holdings, Inc. (“FMCH”) (Amgen and FMCH each a “Party” and together, the “Parties”). This Amendment No. 2 shall be effective ten (10) days after the last party has executed this Amendment No. 2 (“Amendment No. 2 Effective Date”).
AMENDMENT NO. 1 Dated as of June 26, 2007 To that Certain TERM LOAN CREDIT AGREEMENT Dated as of March 31, 2006 among FRESENIUS MEDICAL CARE AG & Co. KGaA, FRESENIUS MEDICAL CARE HOLDINGS, INC. and the other Borrowers and Guarantors identified...Term Loan Credit Agreement • August 2nd, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York
THIS AMENDMENT NO. 1, dated as of June 26, 2007 (this “Amendment”), of that certain Term Loan Credit Agreement 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 Term Loan Credit Agreement.
