exv10w5









    Exhibit 10.5



 




    CONFIDENTIAL
    TREATMENT REQUESTED

    [*] indicates confidential portions omitted pursuant to a
    request for confidential treatment filed separately with the
    Securities and Exchange Commission



 




    ALLONGE
    TO AMENDED AND RESTATED SUBORDINATED NOTE



 




    September 29,
    2010
    



 



    This Allonge is made to that certain Amended and Restated
    Subordinated Loan Note dated as of March 31, 2006, made by
    National Medical Care and certain of its affiliates identified
    on the signature pages thereto in favor of Fresenius SE in the
    original principal amount of $400,000,000 (the
    “Note”).



 



    Paragraph 2 of the Note is hereby amended by deleting the
    definition of “FMC Credit Agreements” in its entirety
    and substituting therefor the following:



 



    “FMC Credit Agreements” means (i) the Bank Credit
    Agreement dated as of March 31, 2006 among FMC and FMCH, as
    borrowers and guarantors, the other borrowers and guarantors
    party thereto, the lenders party thereto, Bank of America, N.A.,
    as Administrative Agent, and (ii) the Term Loan Credit
    Agreement dated as of March 31, 2006 among FMC and FMCH, as
    borrowers and guarantors, the other borrowers and guarantors
    party thereto, the lenders party thereto, Bank of America, N.A.,
    as Administrative Agent, in each case, as amended, restated,
    supplemented, or otherwise modified, or renewed, refunded,
    replaced, ore refinanced from time to time.



 



    Paragraph 3 of the Note is hereby amended by replacing the
    reference to “2011” therein with “2013”.



 



    Paragraph 5 of the Note is hereby amended by replacing the
    pricing grid therein with the following:



 


	 	 	 	 	 	 	 
	
    Pricing Level Consolidated Leverage Ratio
	
 
	
    Margin

	 

	
 

	
 

	

    [*]


	
 
	
    £
    [*]:[*]
	
 
	 
	
    [*]%
	 

	

    [*]


	
 
	
    > [*]:[*] but
    £
    [*]:[*]
	
 
	 
	
    [*]%
	 

	

    [*]


	
 
	
    > [*]:[*] but
    £
    [*]:[*]
	
 
	 
	
    [*]%
	 









 



    Paragraph 7 of the Note is hereby amended by inserting the
    following new account number therein: [*] with Commerzbank AG
    (formerly Dresdner Bank).



 



    Each reference to “Fresenius AG” or the
    “Lender” in the Note shall be deemed to be a reference
    to Fresenius SE (formerly Fresenius AG, converted from a German
    stock corporation into a European Company on July 13, 2007).



 



    This Allonge shall become part of the Note (whether or not it is
    affixed thereto). The Note shall be subject to all terms and
    conditions thereof as amended hereby and shall continue in full
    force and effect.



 




    [Remainder
    of this page intentionally left blank]





    

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    IN WITNESS WHEREOF, this Allonge has been executed as of the day
    and year and at the place first written above.



 



    NATIONAL MEDICAL CARE, INC.




    BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.




    BIO-MEDICAL APPLICATIONS OF CONNECTICUT, INC.




    BIO-MEDICAL APPLICATIONS OF FAYETTEVILLE, INC.




    BIO-MEDICAL APPLICATIONS OF FLORIDA, INC.




    BIO-MEDICAL APPLICATIONS OF GEORGIA, INC.




    BIO-MEDICAL APPLICATIONS OF INDIANA, INC.




    BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC.




    BIO-MEDICAL APPLICATIONS OF LOUISIANA, LLC

       (f/k/a BIO-MEDICAL APPLICATIONS OF LOUISIANA,
    INC.)




    BIO-MEDICAL APPLICATIONS OF MARYLAND, INC.




    BIO-MEDICAL APPLICATIONS OF MASSACHUSETTS, INC.




    BIO-MEDICAL APPLICATIONS OF MISSISSIPPI, INC.




    BIO-MEDICAL APPLICATIONS OF MISSOURI, INC.




    BIO-MEDICAL APPLICATIONS OF NEW JERSEY, INC.




    BIO-MEDICAL APPLICATIONS OF NORTH CAROLINA, INC.




    BIO-MEDICAL APPLICATIONS OF OHIO, INC.




    BIO-MEDICAL APPLICATIONS OF OKLAHOMA, INC.




    BIO-MEDICAL APPLICATIONS OF PENNSYLVANIA, INC.




    BIO-MEDICAL APPLICATIONS OF SOUTH CAROLINA, INC.




    BIO-MEDICAL APPLICATIONS OF TEXAS, INC.




    BIO-MEDICAL APPLICATIONS OF VIRGINIA, INC.




    BIO-MEDICAL APPLICATIONS OF WISCONSIN, INC.



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett









    Name: Mark Fawcett



			
	 	    Title:   
	
    Vice President and Treasurer for each of the foregoing




 



    ACKNOWLEDGED AND AGREED:



 



    FRESENIUS SE



 


			
	    By: 
	
    /s/  Dietmar
    Blumenhagen

	 







    Name: ppa. Dr. Dietmar Blumenhagen



				
	 	    Title:   
	
    Registered Manager (“Prokurist”)
	 



 


			
	    By: 
	
    /s/  Karl-Dieter
    Schwab

	 







    Name: ppa. Dr. Karl-Dieter Schwab



				
	 	    Title:   
	
    Registered Manager (“Prokurist”)
	 





    

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