exv10w4









    Exhibit 10.4



 




    CONFIDENTIAL
    TREATMENT REQUESTED

    [*] indicates confidential portions omitted pursuant to a
    request for confidential treatment filed 

    separately with the Securities and Exchange Commission



 




    AMENDMENT
    NO. 3



 



    THIS AMENDMENT NO. 3, dated as of September 29, 2010 (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.



 




    W
    I T N E S S E
    T H



 



    WHEREAS, a $1.0 billion revolving credit facility has been
    established pursuant to the terms of that certain Bank Credit
    Agreement dated as of March 31, 2006 (as amended and
    modified, the “Bank Credit Agreement”) and a
    $3.6 billion term loan credit facility, consisting of a
    $1.85 billion Tranche A Term Loan and a
    $1.75 billion Tranche B Term Loan, has been
    established pursuant to the terms of that certain Term Loan
    Credit Agreement dated as of March 31, 2006 (as amended and
    modified, the “Term Loan Credit Agreement” and
    together with the Bank Credit Agreement, the “Credit
    Agreements”), in each case, by and among FMCAG, FMCH,
    and certain subsidiaries and affiliates as Borrowers and
    Guarantors identified therein, the Lenders identified therein
    and Bank of America, N.A., as Administrative Agent and
    Collateral Agent;



 



    WHEREAS, the Borrowers have requested certain modifications to
    the Credit Agreements, including an increase in the commitments
    for Revolving Loans and the Tranche A Term Loan and an
    extension of the final maturity dates therefor, and certain
    other amendments;



 



    WHEREAS, the Lenders have agreed to the requested amendment on
    the terms and conditions set forth herein and have directed the
    Administrative Agent to enter into this Amendment on their
    behalf;



 



    NOW, THEREFORE, in consideration of these premises and other
    good and valuable consideration, the receipt and sufficiency of
    which is hereby acknowledged, the parties agree as follows:



 



    Section 1. Establishment
    of Incremental Loan Facilities and Amendment of Provisions
    Relating to Incremental Loan Facilities. Incremental Loan
    Facilities are established in accordance with the provisions of
    the Bank Credit Agreement and the Term Loan Credit Agreement, as
    amended hereby, as follows:



 



    1.1 Establishment of Incremental Revolving Loan Facility
    and Reallocation of Revolving Commitments. The Aggregate
    Revolving Commitments under the Bank Credit Agreement are
    increased by TWO HUNDRED MILLION DOLLARS ($200,000,000) (the
    “Incremental Revolving Commitments”), and the
    Revolving Commitments are reallocated among the Revolving
    Lenders, as shown on Schedule 2.01 to the Bank
    Credit Agreement, as amended hereby and attached hereto. The
    Lenders that are not already existing Revolving Lenders will
    provide a joinder agreement confirming their joinder under the
    Bank Credit Agreement, and the other Lenders acknowledge and
    agree to the reallocation of commitments as shown on
    Schedule 2.01 to the Bank Credit Agreement, as
    amended hereby and attached hereto. The Incremental Revolving
    Commitments will be established and the Revolving Commitments
    will be reallocated on and effective as of the Amendment
    No. 3 Effective Date.



 



    Upon the effectiveness of this Amendment and the establishment
    of the Incremental Revolving Commitments, the Lenders providing
    the Incremental Revolving Commitments will be “Revolving
    Lenders” for all purposes under the Bank Credit Agreement
    and the other Credit Documents, and such Lenders shall be deemed
    to have purchased, without recourse, a risk participation in all
    existing L/C Obligations, Domestic Swing Line Loans and Shared
    Foreign Swing Line Loans under the Bank Credit Agreement in the
    amount of their respective pro rata share thereof,















 







    and absolutely, unconditionally and irrevocably assume, as
    primary obligor and not as surety, and shall be obligated to pay
    and discharge when due, their pro rata share thereof, as
    provided therein.



 



    An assignment of interests in the Revolving Commitments and the
    Revolving Obligations shall be deemed to have occurred, with
    interests therein being bought and sold, as necessary and
    appropriate, to give effect to the establishment of the
    Incremental Revolving Commitments and the reallocation of the
    Revolving Commitments as provided herein.



 



    1.2 Establishment of Incremental Tranche A Term
    Loan and Reallocation of Tranche A Term Loan. The
    aggregate principal amount of the Tranche A Term Loan under
    the Term Loan Credit Agreement will be increased by FIFTY
    MILLION FOUR HUNDRED FORTY-THREE THOUSAND THIRTY-EIGHT DOLLARS
    ($50,443,038.00) (the “Incremental Tranche A Term
    Loan”), and the Tranche A Term Loan is reallocated
    among the Tranche A Term Lenders, as shown on
    Schedule 2.01 to the Term Loan Credit Agreement
    attached hereto. The Incremental Tranche A Term Loan will
    be made to FMCH and the Co-Borrowers, jointly and severally as
    borrowers therefor. The Lenders that are not already existing
    Tranche A Term Lenders will provide a joinder agreement
    confirming their joinder under the Term Loan Credit Agreement,
    and the other Lenders acknowledge and agree to the reallocation
    of commitments as shown on Schedule 2.01 to the Term
    Loan Credit Agreement, as amended hereby and attached hereto.
    The Incremental Tranche A Term Loan will be made and the
    Tranche A Term Loan will be reallocated on and effective as
    of the Amendment No. 3 Effective Date.



 



    Upon the effectiveness of this Amendment and the establishment
    of the Incremental Tranche A Term Loan, the Lenders
    providing the Incremental Tranche A Term Loan will be
    “Tranche A Term Lenders” for all purposes under
    the Term Loan Credit Agreement and the other Credit Documents.



 



    An assignment of interests in the Tranche A Term Loan shall
    be deemed to have occurred, with interests therein being bought
    and sold, as necessary and appropriate, to give effect to the
    establishment of the Incremental Tranche A Term Loan and
    the reallocation of the Tranche A Term Loan as provided
    herein.



 



    1.3 Amendments to the Bank Credit Agreement Relating to
    Establishment of Incremental Revolving Commitments. The Bank
    Credit Agreement is amended as follows:



 



    1.3.1 In Section 1.01 (Defined Terms), the definition
    of “Committed Revolving Loans” is amended to read as
    follows:



 



    “Committed Revolving Loans” means any Revolving
    Loans made pursuant to Section 2.01(a), including
    the Incremental Revolving Loans established pursuant to
    Amendment No. 3 and any other Incremental Revolving Loans
    established hereunder.



 



    1.3.2 In Section 2.01(f), the lead-in language in the
    first sentence before the proviso is amended to read as follows:



 



    Any time after the Closing Date, any Borrower or Borrowers may,
    upon written notice to the Administrative Agent, request to
    establish additional credit facilities (collectively, the
    “Incremental Loan Facilities”) by increasing
    the Aggregate Revolving Commitments as provided in
    Section 1.1 of Amendment No. 3 or as provided
    hereunder in Section 2.01(g) (the
    “Incremental Revolving Loans”), increasing the
    Tranche A Term Loan as provided in Section 1.2 of
    Amendment No. 3 or as provided hereunder in
    Section 2.01(h) (the “Incremental
    Tranche A Term Loan”), increasing the
    Tranche B Term Loan as provided in
    Section 2.01(i) (the “Incremental
    Tranche B Term Loan”) or establishing a new term
    loan (the “Tranche C Term Loan”) or other
    incremental term loan as provided in
    Section 2.01(j), or some combination thereof;



 



    1.3.3 A new subsection (k) is added to
    Section 2.01 to read as follows:



 



    (k) Establishment of Incremental Loan Facilities under
    Amendment No. 3. Notwithstanding the foregoing provisions of
    subsections (g) and (h) of this Section
    2.01, the Incremental Loan Facilities established under
    Amendment No. 3 shall be established on the terms and
    conditions set forth therein and are not subject to the
    provisions of clauses (i) and (ii) of
    Section 2.01(g), or the lead-in language to
    Section 2.01(h) in the first sentence before the
    proviso thereto, or clauses (i) and (ii) of
    Section 2.01(h) to






    

    2








 







    the extent that those may conflict with the provisions of
    Amendment No. 3. In addition, the aggregate principal
    amount of loans and commitments established under Amendment
    No. 3 shall not be counted in determining the aggregate
    principal amount of Incremental Loan Facilities for purposes of
    clause (i) of the proviso to Section 2.01(f).



 



    1.4 Amendments to the Term Loan Credit Agreement
    Relating to Establishment of Incremental Tranche A Term
    Loan. The Term Loan Credit Agreement is amended as follows:



 



    1.4.1 In Section 1.01 (Defined Terms), the definition
    of “Tranche A Term Loan” is amended to read as
    follows:



 



    “Tranche A Term Loan” means the term loan
    made pursuant to Section 2.01(a), including the
    Incremental Tranche A Term Loan established pursuant to
    Amendment No. 3 and any other Incremental Tranche A
    Term Loan established hereunder.



 



    1.4.2 In Section 2.01(c), the lead-in language in the
    first sentence before the proviso is amended to read as follows:



 



    Any time after the Closing Date, any Borrower or Borrowers may,
    upon written notice to the Administrative Agent, establish
    additional credit facilities (collectively, the
    “Incremental Loan Facilities”) by increasing
    the Aggregate Revolving Commitments as provided in
    Section 1.1 of Amendment No. 3 or as provided
    hereunder in Section 2.01(d) (the
    “Incremental Revolving Loans”), increasing the
    Tranche A Term Loan as provided in Section 1.2 of
    Amendment No. 3 or as provided hereunder in
    Section 2.01(e) (the “Incremental
    Tranche A Term Loan”), increasing the
    Tranche B Term Loan as provided in
    Section 2.01(f) (the “Incremental
    Tranche B Term Loan”) or establishing a new term
    loan (the “Tranche C Term Loan”) or other
    incremental term loan as provided in
    Section 2.01(g), or some combination thereof;



 



    1.4.3 A new subsection (h) is added to
    Section 2.01 to read as follows:



 



    (h) Establishment of Incremental Loan Facilities under
    Amendment No. 3. Notwithstanding the foregoing provisions of
    subsections (d) and (e) of this Section
    2.01, the Incremental Loan Facilities established under
    Amendment No. 3 shall be established on the terms and
    conditions set forth therein and are not subject to the
    provisions of clauses (i) and (ii) of
    Section 2.01(d), or the lead-in language to
    Section 2.01(e) in the first sentence before the
    proviso thereto, or clauses (i) and (ii) of
    Section 2.01(e) to the extent that those may
    conflict with the provisions of Amendment No. 3. In
    addition, the aggregate principal amount of loans and
    commitments established under Amendment No. 3 shall not be
    counted in determining the aggregate principal amount of
    Incremental Loan Facilities for purposes of clause (i) of
    the proviso to Section 2.01(c).



 



    Section 2. Amendments
    Applicable to Both Credit Agreements. In addition to the
    amendments set forth in Section 1 hereof, both the Bank
    Credit Agreement and the Term Loan Credit Agreement are amended
    in the following respects:



 



    2.1 Defined Terms. In Section 1.01, the
    following defined terms are amended or added to read as follows:



 



    “Amendment No. 3” means that certain
    Amendment No. 3 to this Credit Agreement dated as of the
    Amendment No. 3 Effective Date.



 



    “Amendment No. 3 Effective Date” means
    September 29, 2010.



 



    “Consolidated Fixed Charges” means, for any
    period for the Consolidated Group, the sum of
    (i) Consolidated Interest Expense, plus
    (ii) rent expense under operating leases, plus
    (iii) scheduled maturities of Consolidated Funded Debt
    (excluding, for purposes hereof, (A) scheduled maturities
    and amortization of the AG Debt and the Schuldscheindarlehen
    (and any replacement or refinancing thereof), and
    (B) scheduled maturities and amortization, including the
    final bullet payment at maturity, during the period of one year
    from the final maturity date thereof in the case of the EIB
    Loan, the Trust Preferred Securities and the Loans under
    the Credit Agreements) paid in the applicable period
    (provided that refinancings and extensions shall not be
    considered payments or repayments for purposes hereof),
    plus






    

    3








 







    (iv) without duplication, Restricted Payments made by FMCAG
    and payments by members of the Consolidated Group on any
    Subordinated Debt (other than payments on or repurchases of the
    AG Debt and Trust Preferred Securities), plus
    (v) cash tax payments based on income during the applicable
    period; but excluding (A) any amounts paid during such
    period as a result of the audit of the German tax liability of
    FMCAG in respect of deductions taken in respect of the writing
    down of FMCAG’s investment in certain subsidiaries for
    German tax purposes only as of December 31, 1997, to the
    extent accrued as of or before December 31, 2002, adjusted
    for currency fluctuations, and interest thereon, and
    (B) any payments made in connection with non-recurring
    charges taken during the year ending December 31, 2001 by
    members of the Consolidated Group in an aggregate amount not to
    exceed $258 million with respect to (1) any claims of
    FMCAG or any of its Subsidiaries against WRG-Conn or its
    Affiliates, successors or assigns relating to the Reorganization
    or arising from the Reorganization Documents, or (2) any
    other costs relating directly or indirectly, or arising from,
    the Reorganization or the conduct of the business of FMCH or to
    its Subsidiaries before the consummation of the Reorganization,
    in each case, together with related costs and expenses, and all
    on a consolidated basis determined in accordance with GAAP.
    Except as otherwise expressly provided, the applicable period
    shall be the four consecutive fiscal quarters ending as of the
    date of determination.



 



    “Consolidated Leverage Ratio” means, as of the
    last day of each fiscal quarter, the ratio of (i) the sum
    of Consolidated Funded Debt on such day minus the
    aggregate amount of cash and cash equivalents held by members of
    the Consolidated Group with Lenders and their Affiliates on such
    day up to $250 million, to (ii) Consolidated EBITDA
    for the period of four consecutive fiscal quarters ending as of
    such day.



 



    “Consolidated Net Tangible Assets” means, as of
    any day for the Consolidated Group, total assets minus
    the sum of, without duplication, (i) goodwill and
    (ii) intangible assets, in each case determined on a
    consolidated basis in accordance with GAAP as of the end of the
    most recent fiscal quarter for which consolidated financial
    statements are available.



 



    “EIB Loan” means the loan facilities provided
    by The European Investment Bank to FMCAG pursuant to loan
    documentation dated as of July 13, 2005, December 19,
    2006 and December 23, 2009, and any Support Obligations of
    FMCH and FMCD in respect thereof, as amended or modified and as
    in effect from time to time, and any additional or supplemental
    loans provided by the European Investment Bank on terms
    materially no less favorable to the Lenders.



 



    “Schuldscheindarlehen” means the senior notes
    issued by FMCAG, in an aggregate principal amount of
    €200 million, and the guarantee by FMCH and FMCD of
    such notes, pursuant to agreements dated as of April 17,
    2009, as amended or modified and as in effect from time to time.



 



    2.2 In Section 1.01, in the definition of
    “Excluded Securitization Transactions” the reference
    in clause (b) to “$750 million” is amended
    to read “$1,000 million”.



 



    2.3 In Section 1.01, in the definition of “Pro
    Forma Basis” is amended to include the following at the end
    thereof:



 



    ; provided, that where the aggregate consideration
    paid or payable by any member of the Consolidated Group in
    connection with such Disposition or Acquisition is reasonably
    expected (taking the amount of cash and Cash Equivalents and the
    fair market value of any non-cash consideration paid or payable
    and the amount of debt assumed, as reasonably determined by
    FMCAG) to be $50 million or less, FMCAG may elect whether
    or not to make the adjustments otherwise required pursuant to
    clauses (i) or (ii) hereof, as applicable.



 



    2.4 Section 1.03(c) is amended to include the
    following at the end thereof:



 



    Notwithstanding anything contained herein to the contrary, it is
    understood and agreed that for purposes of this Credit
    Agreement, operating leases (as determined in accordance with
    GAAP on the Amendment No. 3 Effective Date) will not be
    recharacterized as a capital lease or other obligation that
    would constitute Funded Debt hereunder, except for purposes of
    financial statement deliveries under Section 7.01.





    

    4








 







    2.5 Section 8.01 (Indebtedness) is amended and
    restated in its entirety to read as follows:



 



    8.01 Indebtedness. Create, incur, assume or suffer
    to exist any Indebtedness, except:



 



    (a) Indebtedness arising or existing under the Credit
    Agreements and the other Credit Documents;



 



    (b) Indebtedness identified on Schedule 8.01, and any
    refinancings, refundings, renewals or extensions thereof,
    provided that the principal amount of such Indebtedness is not
    increased at the time of any such refinancing, refunding,
    renewal or extension, but the amount of any such refinancing,
    refunding, renewal or extension may include (i) the amount
    of unfunded commitments relating thereto and (ii) the costs
    thereof, including reasonable fees and expenses in connection
    therewith;



 



    (c) unsecured intercompany Indebtedness among members of
    the Consolidated Group to the extent permitted by
    Section 8.03;



 



    (d) Indebtedness and obligations (contingent or otherwise)
    owing under Swap Contracts, provided that such obligations are
    (or were) entered into by such Person in the ordinary course of
    business for the purpose of directly mitigating risks associated
    with liabilities, commitments, investments, assets or property
    held or reasonably anticipated by such Person, or changes in the
    value of securities issued by such Person, and not for the
    purposes of speculation or taking a “market view”;



 



    (e) Indebtedness under capital leases, Synthetic Lease
    obligations and purchase money obligations incurred to provide
    all or a portion of the purchase price (or cost of construction
    or acquisition), in each case, for capital assets and
    refinancings, refundings, renewals or extensions thereof,
    provided that (i) such Indebtedness when incurred shall not
    exceed the purchase price or cost of construction of such asset,
    (ii) no such Indebtedness shall be refinanced for a
    principal amount in excess of the principal balance outstanding
    thereon at the time of such refinancing, and (iii) for the
    Consolidated Group taken as a whole, the total amount of all
    such Indebtedness incurred after the Closing Date plus the
    Attributed Principal Amount of Sale and Leaseback Transactions
    entered into after the Closing Date that are not otherwise
    included in such Indebtedness shall not exceed $250 million
    in the aggregate at any time;



 



    (f) Indebtedness and obligations under Permitted
    Receivables Financings, provided that the Attributed Principal
    Amount of all such Permitted Receivables Financings shall not
    exceed $1,000 million in the aggregate at any time;



 



    (g) senior Indebtedness of FMCAG and its Subsidiaries in an
    aggregate principal amount at any time outstanding of up to



 



    (i) $1,000 million (or, to the extent that any such
    Indebtedness is denominated in Euros, and not counted in the
    amount included in clause (ii) below, the Dollar Equivalent
    thereof), plus



 



    (ii) an additional amount of €750 million (or, to
    the extent that any such Indebtedness is denominated in Dollars,
    and not counted in the amount included in clause (i) above,
    the Euro Equivalent thereof);



 



    (h) senior Indebtedness of FMCAG and its Subsidiaries
    incurred in connection with (i) the repayment of the
    Trust Preferred Subdebt maturing 2011, and (ii) the
    payment or repayment of all or any portion of the Tranche B
    Term Loan, provided that, in either such case, such
    Indebtedness is incurred within a twelve (12) month period
    beginning six (6) months before and ending six
    (6) months after the maturity date thereof or the date of
    such payment or prepayment, respectively;



 



    (i) customer deposits and advance payments received from
    customers for goods purchased in the ordinary course of business;



 



    (j) in addition to Indebtedness otherwise permitted under
    this Section 8.01, Subordinated Debt and Support
    Obligations relating thereto, provided that (i) the
    maturity date for any such debt is not earlier than the final
    maturity date of the Tranche B Term Loan, (ii) such
    Subordinated Debt and any Support Obligations relating thereto
    shall be subordinated to the Obligations hereunder on terms and
    conditions materially no less favorable to the Lenders than
    those in the Trust Preferred Subdebt issued and






    

    5








 







    outstanding on the Closing Date or on terms and conditions
    otherwise reasonably acceptable to the Administrative Agent and
    the Required Lenders and (iii) any Person that gives a
    Support Obligation in respect of any such Subordinated Debt
    shall also give a guaranty of the Obligations hereunder and
    become a Guarantor hereunder, provided further, that on the date
    of issuance, incurrence or assumption of any such additional
    Subordinated Debt, (A) no Default or Event of Default shall
    then exist and be continuing immediately before or after giving
    effect thereto, (B) the Consolidated Group shall be in
    compliance with the financial covenants hereunder after giving
    effect thereto on a Pro Forma Basis and (C) a Responsible
    Officer of FMCAG shall provide a compliance certificate, in form
    and detail satisfactory to the Administrative Agent, affirming
    the matters in this subsection;



 



    (k) Indebtedness of FMCAG and its Subsidiaries owing to
    Fresenius AG and any of its Subsidiaries (other than FMCAG and
    its Subsidiaries) in an aggregate principal amount not to exceed
    $400 million at any time outstanding (the “AG
    Debt”); provided that such Indebtedness shall be
    subordinated to the Obligations on terms and conditions
    materially no less favorable to the Lenders than those in the
    Trust Preferred Subdebt issued and outstanding on the
    Closing Date or on terms and conditions otherwise reasonably
    acceptable to the Administrative Agent and the Required Lenders;



 



    (l) Indebtedness in respect of convertible bonds referred
    to in Section 8.03(g);



 



    (m) in addition to Indebtedness otherwise permitted under
    this Section 8.01,



 



    (i) the 5.50% Senior Notes due 2016 and related
    Support Obligations; and



 



    (ii) the 6.875% Senior Notes due 2017 and related
    Support Obligations;



 



    and any refinancings, refundings, renewals and extensions
    thereof.



 



    2.6 In Section 8.02 (Liens),



 



    2.6.1 in clause (c), the language “Liens existing on
    the date hereof and listed on Schedule 8.02” is
    amended to read “Liens identified on
    Schedule 8.02”.



 



    2.6.2 clause (o) is amended to read as follows:



 



    (o) normal and customary rights of setoff and similar liens
    on deposits of cash in favor of banks and other depository
    institutions;



 



    2.6.3 clause (s) is amended to read as follows:



 



    (s) Liens other than those referred to herein above;
    provided that (i) the aggregate amount of all
    Indebtedness secured thereby does not at any time exceed an
    amount equal to five percent (5%) of Consolidated Net Tangible
    Assets and (ii) the Liens do not cover or extend to any of
    the collateral pledged to secure the Obligations hereunder.



 



    2.7 In Section 8.03 (Investments),



 



    2.7.1 clause (d) is amended to read as follows:



 



    (d) Investments consisting of capital contributions and
    equity Investments made by members of the Consolidated Group in
    other members by the Consolidated Group prior to the Amendment
    No. 3 Effective Date;



 



    2.7.2 clause (e) is amended to read as follows:



 



    (e) Investments identified on Schedule 8.03;



 



    2.7.3 in clause (i) the reference to
    “$80 million” is amended to read as
    “$100 million”.



 



    2.7.4 in clause (p) the proviso is amended to read as
    follows:



 



    provided that (i) the aggregate principal amount of
    all such Investments under this subsection (p) shall not
    exceed $450 million at any time, and (ii) where the
    Investment is a loan or advance, there shall be no contractual
    restriction or limitation on the repayment of any such
    indebtedness;





    

    6








 







    2.7.5 in clause (q), clause (ii) is deleted in its
    entirety, and clause (iii) is renumbered clause (ii).



 



    2.8 In Section 8.09 (No Further Negative Pledges), the
    reference to “subsections (b), (e), (f), (g), (h) and
    (i) of Section 8.01” is amended to read
    “subsections (b), (e), (f), (g), (h), (j) and
    (m) of Section 8.01”.



 



    2.9 The following Schedules and Exhibits are amended and
    restated in their entirety as attached hereto:



 


	 	 	 	 	 	 	 
	
    Bank Credit Agreement
	
 
	
    Term Loan Credit Agreement

	 

	

    Schedule 2.01


	
 
	
    Revolving Commitments and Commitment Percentages
	
 
	
    Schedule 2.01
	
 
	
    Term Loan Commitments and Commitment Percentages (Tranche A Term
    Loan Only)

	

    Schedule 8.01


	
 
	
    Existing Indebtedness
	
 
	
    Schedule 8.01
	
 
	
    Existing Indebtedness

	

    Schedule 8.02


	
 
	
    Existing Liens
	
 
	
    Schedule 8.02
	
 
	
    Existing Liens

	

    Schedule 8.03


	
 
	
    Existing Investments
	
 
	
    Schedule 8.03
	
 
	
    Existing Investments

	

    Schedule 8.06


	
 
	
    Restricted Payments
	
 
	
    Schedule 8.06
	
 
	
    Restricted Payments

	

    Exhibit 7.02


	
 
	
    Form of Compliance Certificate
	
 
	
    Exhibit 7.02
	
 
	
    Form of Compliance Certificate









 



    Section 3. Amendments
    to the Bank Credit Agreement. In addition to the amendments
    set forth in Sections 1 and 2 hereof, the Bank Credit
    Agreement is further amended in the following respects:



 



    3.1 Defined Terms. In Section 1.01, the
    following defined terms are amended or added to read as follows:



 



    “Credit Agreements” means this Credit Agreement
    and the Term Loan Credit Agreement.



 



    “Termination Date” means March 31, 2013.



 



    3.2 In Section 1.01, in the definition of
    “Applicable Percentage”:



 



    (a) the pricing grid is amended to read as follows:



 


	 	 	 	 	 	 	 	 	 
	
    APPLICABLE PERCENTAGES FOR REVOLVING LOANS AND LETTERS OF
    CREDIT

	
 
	
 
	
 
	
 
	
    Eurocurrency Rate

    
	
 
	
 
	
 
	
 

	
    Pricing

    
	
 
	
    Consolidated

    
	
 
	
    Loans and Standby

    
	
 
	
    Base Rate

    
	
 
	
    Commitment

    

	
    Level
	
 
	
    Leverage Ratio
	
 
	
    Letters of Credit
	
 
	
    Loans
	
 
	
    Fee

	 

	

    [*]


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

	

    [*]


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

	

    [*]


	
 
	
    > [*]:[*]
	
 
	
    [*]%
	
 
	
    [*]%
	
 
	
    [*]%









 



    (b) in the paragraph immediately following the pricing
    grid, the reference to Pricing Level [*] in the second sentence
    thereof is amended to read “Pricing Level [*]” and the
    third sentence thereof is deleted.



 



    3.3 The Aggregate Foreign Revolving Committed Amount, as
    referenced and defined in Section 2.01(a), is increased
    from “THREE HUNDRED MILLION DOLLARS ($300,000,000)” to
    “FOUR HUNDRED MILLION DOLLARS ($400,000,000)”.



 



    3.4 The L/C Committed Amount, as referenced and defined in
    Section 2.01(b), is increased from “TWO HUNDRED FIFTY
    MILLION DOLLARS ($250,000,000)” to “FOUR HUNDRED
    MILLION DOLLARS ($400,000,000)”.



 



    3.5 In Section 2.04(a) (Commitment Fee) the following
    shall be added to the end thereof:



 



    Notwithstanding anything contained herein to the contrary, a
    Defaulting Lender shall not be entitled to share in the
    foregoing commitment fee hereunder so long as it shall be a
    Defaulting Lender.



 



    3.6 In Section 2.04(b) (Letter of Credit Fee) the
    following shall be added to the end thereof:



 



    Notwithstanding anything contained herein to the contrary, a
    Defaulting Lender shall not be entitled to share in the
    foregoing letter of credit fee hereunder so long as it shall be
    a Defaulting Lender.





    

    7








 







    3.7 In Section 2.14 (Payments Generally), the third
    sentence is amended and restated to read as follows:



 



    The Administrative Agent will promptly distribute to each such
    Lender its pro rata share thereof or such other applicable share
    as provided herein, in like funds as received by wire transfer
    to such Lender’s Lending Office.



 



    3.8 The Revolving Lenders hereby waive their right to
    receive break-funding costs under Section 3.05 associated
    with the closing of this Amendment and the establishment of the
    credit facilities in connection herewith.



 



    Section 4. Amendments
    to the Term Loan Credit Agreement. In addition to the
    amendments set forth in Sections 1 and 2 hereof, the Term
    Loan Credit Agreement is further amended in the following
    respects:



 



    4.1 Defined Terms. In Section 1.01, the
    following defined terms are amended or added to read as follows:



 



    “Borrowers” means (a) in the case of the
    original Tranche A Term Loan, FMCH and FMC-USDLP and the
    Co-Borrowers, jointly and severally, and in the case of the
    Incremental Tranche A Term Loan, FMCH and the Co-Borrowers,
    jointly and severally, (b) in the case of the
    Tranche B Term Loan, FMCAG, FMCH and the Co-Borrowers,
    jointly and severally, and (c) in the case of the
    Tranche C Term Loan, FMCAG, FMCH
    and/or
    Subsidiaries or Affiliates identified in the Tranche C Term
    Loan Joinder Agreement.



 



    “Credit Agreements” means this Credit Agreement
    and the Bank Credit Agreement.



 



    “Tranche A Term Loan Maturity Date” means
    the final payment date for the Tranche A Term Loan when the
    remaining principal balance is due and payable in full, being
    March 31, 2013.



 



    4.2 In Section 1.01, in the definition of
    “Applicable Percentage”



 



    (a) the pricing grid is amended to read as follows:



 


	 	 	 	 	 	 	 
	
    APPLICABLE PERCENTAGES FOR TRANCHE A TERM LOAN

	
    Pricing

    
	
 
	
 
	
 
	
    Eurocurrency Rate

    
	
 
	
 

	
    Level
	
 
	
    Consolidated Leverage Ratio
	
 
	
    Loans
	
 
	
    Base Rate Loans

	 

	

    [*]


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

	

    [*]


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

	

    [*]


	
 
	
    > [*]:[*]
	
 
	
    [*]%
	
 
	
    [*]%









 



    (b) in the paragraph immediately following the pricing
    grid, the reference to Pricing Level [*] in the second sentence
    thereof is amended to read “Pricing Level [*]” and the
    third sentence thereof is deleted.



 



    4.3 Subsection (a) of Section 2.05 is amended and
    restated to read as follows:



 



    (a) Tranche A Term Loan. The original principal
    balance of the Tranche A Term Loan, being $1,850,000,000,
    was repayable in twenty consecutive quarterly installments, with
    installments one through nineteen each being $30 million,
    beginning June 30, 2006 and ending March 31, 2011 when
    the remaining principal balance was to be due. Voluntary
    prepayments of $150,000,000 have been made on the Tranche A
    Term Loan and scheduled quarterly principal amortization on the
    Tranche A Term Loan before giving effect to the Incremental
    Tranche A Term Loan, as revised to give effect to voluntary
    prepayments, is $29,430,379.75. On the Amendment No. 3
    Effective Date (being also the date of advance of the
    Incremental Tranche A Term Loan):



 


	 	 	 	 	 
	
    Remaining Principal

    
	
 
	
 
	
 
	
    Total Principal Balance

    

	
    Balance of Tranche A

    
	
 
	
    Incremental

    
	
 
	
    of Tranche A Term Loan

    

	
    Term Loan
	
 
	
    Tranche A Term Loan
	
 
	
    After Incremental

	 

	

    $1,314,556,962.00


	
 
	
    $50,443,038.00
	
 
	
    $1,365,000,000.00









 



    Scheduled principal amortization payments on the Tranche A
    Term Loan will be $30 million per quarter beginning with
    the payment due December 31, 2010 continuing until
    March 31, 2013 when the remaining principal balance of the
    Tranche A Term Loan will be due and payable in full.
    Principal installment payments are due on the last day of each
    March, June, September and December. Notwithstanding anything to
    the contrary, the principal balance of the Tranche A Term
    Loan is due and payable in full on the Tranche A Term Loan
    Maturity Date.





    

    8








 







    4.4 In Section 2.06 (Prepayments), clause (vi) of
    subsection (b) and subclause (B) of subsection
    (c)(ii), relating to the maturity of the Trust Preferred
    Securities and the application of prepayments in respect
    thereof, are deleted in their entirety.



 



    4.5 In Section 2.09 (Payments Generally), the third
    sentence is amended and restated to read as follows:



 



    The Administrative Agent will promptly distribute to each such
    Lender its pro rata share thereof or such other applicable share
    as provided herein, in like funds as received by wire transfer
    to such Lender’s Lending Office.



 



    4.6 The Tranche A Term Lenders hereby waive
    (i) the right to receive their respective share of the
    scheduled principal payment due on September 30, 2010,
    (ii) their right to receive break-funding costs under
    Section 3.05 associated with the closing of this Amendment
    and the establishment of the credit facilities in connection
    herewith, and (iii) any written loan notice in respect of
    the Incremental Tranche A Term Loan.



 



    Section 5. Conditions
    Precedent. This Amendment shall become effective upon prior
    or simultaneous satisfaction of the following conditions, in
    form and substance reasonably satisfactory to the Administrative
    Agent:



 



    5.1 Receipt by the Administrative Agent of executed
    signature pages to this Amendment (or, in the case of the
    Lenders, a written consent directing the Administrative Agent to
    enter into this Amendment on their behalf) from (i) the
    Borrowers and the Guarantors, (ii) the Administrative
    Agent, (iii) the Required Lenders, (iv) the Revolving
    Lenders, (v) the Tranche A Term Lenders and
    (vi) the Required Tranche B Term Lenders, and joinder
    agreements from each of the Lenders providing commitments under
    the Incremental Loan Facilities established hereby that were not
    already a Lender.



 



    5.2 Receipt by the Administrative Agent of legal opinions
    for the Borrowers and Guarantors, including local counsel, where
    appropriate, regarding, among other things, existence, due
    authorization, execution, delivery and enforceability of this
    Amendment and the other loan documentation, no conflicts with
    organizational documents, material debt documents or applicable
    law, and perfection of security interests and, to the extent
    reasonably necessary in the judgment of the Administrative
    Agent, amendments to each Foreign Pledge Agreement and the
    Parallel Debt Agreement
    and/or
    delivery of any substantially similar agreement that creates an
    obligation of the Credit Parties (as debt acknowledgment or
    abstraktes Schuldanerkenntnis), in each case in a manner
    reasonably satisfactory to the Administrative Agent.



 



    5.3 Receipt by the Administrative Agent of copies of
    supporting resolutions, Organization Documents, certificates of
    good standing, incumbency certificates and other corporate
    documentation from the Borrowers and the Guarantors.



 



    5.4 Payment of all fees and expenses owing in connection
    with this Amendment, including fees and expenses of counsel to
    the Administrative Agent, to the extent invoiced.



 



    The Administrative Agent will promptly notify the Credit Parties
    and the Lenders when the conditions to the effectiveness of the
    amendment provisions of Section 5 of this Amendment have
    been met and will confirm that those provisions are effective.
    The provisions of Sections 1 through 4 hereof shall not be
    effective until the Administrative Agent shall have given such
    confirmation.



 



    Section 6. Representations
    and Warranties.



 



    6.1 Each of the Credit Parties hereby represents and
    warrants that:



 



    (a) it has full power and authority, and has taken all
    action necessary, to execute and deliver this Amendment and to
    consummate the transactions contemplated hereby;



 



    (b) it has executed and delivered this Amendment and the
    Amendment is a legal, valid and binding obligation enforceable
    against it in accordance with its terms, except to the extent
    that the enforceability may be limited by applicable Debtor
    Relief Laws affecting creditors’ rights generally and by
    equitable principles of law (regardless whether enforcement is
    sought in equity or at law);



 



    (c) as of the date hereof, (i) the representations and
    warranties set forth in Article VI of both Credit Agreements are
    true and correct in all material respects as of the date hereof
    (except those which expressly






    

    9








 







    relate to an earlier period, in which case they are true and
    correct as of such earlier period) and (ii) no Default or
    Event of Default exists or will result herefrom.



 



    6.2 Each of the Lenders providing Incremental Revolving
    Commitments hereby represents, warrants and agrees that
    (i) it has full power and authority, and has taken all
    action necessary, to execute and deliver this Amendment and to
    consummate the transactions contemplated hereby and become a
    Revolving Lender under the Bank Credit Agreement, (ii) it
    meets the requirements for an “Eligible Assignee”
    under the Bank Credit Agreement, and if not a Lender or
    affiliate of a Lender, that it is a commercial lender or other
    financial institution or other “accredited” investor
    (as defined in SEC Regulation D) that makes or
    acquires loans in the ordinary course of business, (iii) it
    has delivered herewith any documentation required to be
    delivered by it pursuant to the terms of the Bank Credit
    Agreement, including Sections 3.01 and 11.15, duly
    completed and executed, (iv) it has received copies of the
    Credit Agreements and other Credit Documents, together with
    copies of the most recent financial statements delivered
    pursuant to the terms thereof and such other documents and
    information as it has deemed appropriate to make its own credit
    analysis and decision independently and without reliance on the
    Administrative Agent or any other Lender, (v) it will,
    independently without reliance on the Administrative Agent or
    any other Lender, and based on such documents and other
    information as it shall deem appropriate at the time, continue
    to make its own credit decisions in taking or not taking action
    under the Credit Documents, (vi) from and after the date
    hereof, it shall be bound by the provisions of the Bank Credit
    Agreement as a Revolving Lender for all purposes, and shall
    perform all obligations (including the purchase of participation
    interests in L/C Obligations and Swing Line Loans as provided
    therein) and have all of the rights and benefits of a Revolving
    Lender thereunder, (vii) it will be bound by the Parallel
    Debt Agreement, as amended and modified, or any substantially
    similar agreement that creates an obligation of the Credit
    Parties (as debt acknowledgment or abstraktes
    Schuldanerkenntnis) in favor of the Collateral Agent under
    German law (under which a parallel debt structure has been
    created with a view to certain Pledge Agreements) and
    (viii) it ratifies and approves all acts previously taken
    by the Collateral Agent on such Lender’s behalf (including
    the Collateral Agent acting as a proxy without power of attorney
    (Vertreter ohne Vertretungsmacht) in connection with any
    Pledge Agreement governed by German Law).



 



    6.3 Each of the Lenders providing a portion of the
    Incremental Tranche A Term Loan hereby represents, warrants
    and agrees that (i) it has full power and authority, and
    has taken all action necessary, to execute and deliver this
    Amendment and to consummate the transactions contemplated hereby
    and become a Tranche A Term Lender under the Term Loan
    Credit Agreement, (ii) it meets the requirements for an
    “Eligible Assignee” under the Term Loan Credit
    Agreement, and if not a Lender or affiliate of a Lender, that it
    is a commercial lender or other financial institution or other
    “accredited” investor (as defined in SEC
    Regulation D) that makes or acquires loans in the
    ordinary course of business, (iii) it has delivered
    herewith any documentation required to be delivered by it
    pursuant to the terms of the Term Loan Credit Agreement,
    including Sections 3.01 and 11.15, duly completed and
    executed, (iv) it has received copies of the Credit
    Agreements and other Credit Documents, together with copies of
    the most recent financial statements delivered pursuant to the
    terms thereof and such other documents and information as it has
    deemed appropriate to make its own credit analysis and decision
    independently and without reliance on the Administrative Agent
    or any other Lender, (v) it will, independently without
    reliance on the Administrative Agent or any other Lender, and
    based on such documents and other information as it shall deem
    appropriate at the time, continue to make its own credit
    decisions in taking or not taking action under the Credit
    Documents, (vi) from and after the date hereof, it shall be
    bound by the provisions of the Term Loan Credit Agreement as a
    Tranche A Term Lender for all purposes, and shall perform
    all obligations and have all of the rights and benefits of a
    Tranche A Term Lender thereunder, (vii) it will be
    bound by the Parallel Debt Agreement, as amended and modified,
    or any substantially similar agreement that creates an
    obligation of the Credit Parties (as debt acknowledgment or
    abstraktes Schuldanerkenntnis) in favor of the Collateral
    Agent under German Law (under which a parallel debt structure
    has been created with a view to certain Pledge Agreements) and
    (viii) it ratifies and approves all acts previously taken
    by the Collateral Agent on such Lender’s behalf (including
    the Collateral Agent acting as a proxy without power of attorney
    (Vertreter ohne Vertretungsmacht) in connection with any
    Pledge Agreement governed by German Law).



 



    Section 7. Guarantor
    Acknowledgment. Each Guarantor acknowledges and consents to
    all of the terms and conditions of this Amendment, affirms its
    guaranty obligations under and in respect of the Credit
    Documents and the Incremental Loan Facilities established hereby
    and agrees that this Amendment and all documents executed in






    

    10








 







    connection herewith do not operate to reduce or discharge any
    Guarantor’s obligations under the Credit Documents, except
    as expressly set forth therein.



 



    Section 8. Full
    Force and Effect; Affirmation. Except as modified hereby,
    all of the terms and provisions of the Credit Agreements and the
    other Credit Documents (including schedules and exhibits
    thereto) shall remain in full force and effect. Each of the
    Credit Parties hereby (a) affirms all of its obligations
    under the Credit Documents to which it is party and
    (b) agrees that this Amendment and all documents executed
    in connection herewith do not operate to reduce or discharge
    their obligations under any Credit Document, except as expressly
    stated therein.



 



    Section 9. Expenses.
    The Borrower agrees to pay all reasonable costs and expenses of
    the Administrative Agent in connection with the preparation,
    execution and delivery of this Amendment, including the
    reasonable fees and expenses of Moore & Van Allen PLLC.



 



    Section 10. Counterparts.
    This Amendment may be executed in any number of counterparts,
    each of which when so executed and delivered shall be deemed an
    original, and it shall not be necessary in making proof of this
    Amendment to produce or account for more than one such
    counterpart. Delivery by any party hereto of an executed
    counterpart of this Amendment by facsimile shall be effective as
    such party’s original executed counterpart.



 



    Section 11.
    Credit Document. Each of the parties hereto hereby agrees
    that this Amendment is a Credit Document.



 



    Section 12.
    Governing Law. This Amendment shall be governed by, and
    construed in accordance with, the laws of the State of New York
    applicable to agreements made and to be performed entirely
    within such state.



 




    [REMAINDER
    OF PAGE INTENTIONALLY LEFT BLANK]





    

    11








 







    IN WITNESS WHEREOF, each of the parties hereto has caused a
    counterpart of this Amendment to be duly executed and delivered
    as of the date first above written.



 




    [Signatures
    on Following Pages]
    





    

    12








 






	 	 	 
	

    BORROWERS AND GUARANTORS:


	
 
	
    FRESENIUS MEDICAL CARE AG & Co. KGaA, a German
    partnership limited by shares, represented by FRESENIUS
    MEDICAL CARE MANAGEMENT AG, a German corporation, its
    general partner

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Dr. Emanuele
    Gatti

Name: Dr. Emanuele
    Gatti

    Title: Member of the Management Board




	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Kent
    Wanzek

Name: Kent
    Wanzek

    Title: Member of the Management Board 














    

    13








 






	 	 	 
	

    BORROWER AND GUARANTOR:


	
 
	
    FRESENIUS MEDICAL CARE NORTH AMERICA HOLDINGS LIMITED
    PARTNERSHIP, a Delaware limited partnership

	
 
	
 
	
 

	
 
	
 
	

    By: Fresenius Medical Care US Vermögensverwaltungs
    GmbH and Co. KG, a German partnership



	
 
	
 
	
 

	
 
	
 
	
    Its General Partner

	
 
	
 
	
 

	
 
	
 
	

    By: Fresenius Medical Care

    Vermögensverwaltungs GmbH, a German limited liability
    company



	
 
	
 
	
 

	
 
	
 
	
    Its General Partner

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Josef
    Dinger

Name: Josef
    Dinger

    Title: Managing Director 














    

    14








 






	 	 	 
	

    BORROWERS AND GUARANTORS:


	
 
	
    FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York
    corporation

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Mark
    Fawcett

Name: Mark
    Fawcett

    Title: Vice President and Assistant Treasurer 














    

    15








 







    CO-BORROWERS AND GUARANTORS:




    NATIONAL MEDICAL CARE, INC., a Delaware corporation




    BIO-MEDICAL APPLICATIONS OF ALABAMA, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF CALIFORNIA, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF FLORIDA, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF GEORGIA, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF INDIANA, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF LOUISIANA, LLC, a Delaware
    limited liability company




    BIO-MEDICAL APPLICATIONS OF MICHIGAN, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF MINNESOTA, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF MISSISSIPPI, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF NEW HAMPSHIRE, INC., a
    Delaware corporation




    BIO-MEDICAL APPLICATIONS OF NEW JERSEY, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF NEW MEXICO, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF NORTH CAROLINA, INC., a
    Delaware corporation




    BIO-MEDICAL APPLICATIONS OF OHIO, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF PENNSYLVANIA, INC., a
    Delaware corporation




    BIO-MEDICAL APPLICATIONS OF SOUTH CAROLINA, INC., a
    Delaware corporation




    BIO-MEDICAL APPLICATIONS OF TENNESSEE, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF TEXAS, INC., a Delaware
    corporation




    BIO-MEDICAL APPLICATIONS OF WEST VIRGINIA, INC., a
    Delaware corporation




    BIO-MEDICAL APPLICATIONS OF VIRGINIA, INC., a Delaware
    corporation




    FRESENIUS USA MANUFACTURING, INC., a Delaware corporation




    FRESENIUS USA MARKETING, INC., a Delaware corporation




    FRESENIUS USA, INC., a Massachusetts corporation




    SAN DIEGO DIALYSIS SERVICES, INC., a Delaware corporation




    SPECTRA LABORATORIES, INC., a Nevada corporation




    WSKC DIALYSIS SERVICES, INC., an Illinois corporation




    EVEREST HEALTHCARE INDIANA, INC., an Indiana corporation



 


		
	    By: 	
    /s/  Mark
    Fawcett






    
Name: Mark
    Fawcett

    Title: Vice President and Treasurer





    

    16








 






	 	 	 
	

    GUARANTORS:


	
 
	
    BIO-MEDICAL APPLICATIONS OF MARYLAND, INC., a Delaware
    corporation

    FRESENIUS SECURITIES, INC., a California corporation

    SRC HOLDING COMPANY, INC., a Delaware corporation

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Mark
    Fawcett

Name: Mark
    Fawcett

    Title: Vice President and Treasurer 














    

    17








 






	 	 	 
	

    GUARANTORS:


	
 
	
    BIO-MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC., a
    Delaware corporation

    NMC A, LLC, a Delaware limited liability company

    BIO-MEDICAL APPLICATIONS OF MAINE, INC., a
    Delaware corporation

    EVEREST HEALTHCARE HOLDINGS, INC, a Delaware
    corporation

    FRESENIUS MANAGEMENT SERVICES, INC, a Delaware
    corporation

    RENAL CARE GROUP, INC., a Delaware corporation

    DIALYSIS CENTERS OF AMERICA — ILLINOIS, INC.,
    an Illinois corporation

    STAT DIALYSIS CORPORATION, a Delaware corporation

    RENAL CARE GROUP OF THE MIDWEST, INC., a Kansas
    corporation

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Mark
    Fawcett

Name: Mark
    Fawcett

    Title: Vice President and Treasurer




	
 
	
 
	
 

	
 
	
 
	
    NEW YORK DIALYSIS SERVICES, INC., a New York corporation

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Mark
    Fawcett

Name: Mark
    Fawcett

    Title: Treasurer 














    

    18








 






	 	 	 
	

    GUARANTORS:


	
 
	
    NATIONAL MEDICAL CARE OF SPAIN, S.A., a corporation
    (sociedad anónima) organized under the laws of Spain

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Dr. Andrea
    Stopper

Name: Dr. Andrea
    Stopper

    Title: Authorized Representative 














    

    19








 






	 	 	 
	

    GUARANTORS:


	
 
	
    FMC TRUST FINANCE S.à r.l. LUXEMBOURG-III, a private
    limited company (société à responsabilité
    limitée) organized under the laws of Luxembourg

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Gabriele
    Dux

Name: Gabriele
    Dux

    Title: Manager




	
 
	
 
	
 

	
 
	
 
	
    FMC FINANCE III S.A., a company existing under the laws
    of Luxembourg

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Gabriele
    Dux

Name: Gabriele
    Dux

    Title: Director




	
 
	
 
	
 

	
 
	
 
	
    FMC FINANCE VI S.A., a société anonyme (Public
    limited company) existing under the laws of Luxembourg

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Gabriele
    Dux

Name: Gabriele
    Dux

    Title: Director 














    

    20








 






	 	 	 
	

    GUARANTORS:


	
 
	
    FRESENIUS MEDICAL CARE DEUTSCHLAND GmbH, a German limited
    liability company

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Dr. Angelo
    Möβlang

Name: Dr. Angelo
    Möβlang

    Title: Managing Director




	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Eberhard
    Sieger

Name: Eberhard
    Sieger

    Title: Managing Director




	
 
	
 
	
 

	
 
	
 
	
    FRESENIUS MEDICAL CARE BETEILIGUNGSGESELLSCHAFT mbH, a
    German limited liability company

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Michael
    Brosnan
Name: Michael
    Brosnan

    Title: Managing Director



	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Dr. Rainer
    Runte
Name: Dr. Rainer
    Runte

    Title: Managing Director



	
 
	
 
	
 

	
 
	
 
	
    FRESENIUS MEDICAL CARE US BETEILIGUNGSGESELLSCHAFT mbH, a
    German limited liability company

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Josef
    Dinger
Name: Josef
    Dinger

    Title: Managing Director



	
 
	
 
	
 

	
 
	
 
	
    FRESENIUS MEDICAL CARE GmbH, a German limited liability
    company

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Gunther
    Klotz
Name: Gunther
    Klotz

    Title: Managing Director



	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Michael
    Mareth

Name: Michael
    Mareth

    Title: Managing Director 














    

    21








 






	 	 	 
	

    GUARANTORS:


	
 
	
    FRESENIUS MEDICAL CARE US ZWEI BETEILIGUNGSGESELLSCHAFT
    mbH, a German limited liability company

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Josef
    Dinger

Name: Josef
    Dinger

    Title: Managing Director




	
 
	
 
	
 

	
 
	
 
	
    FRESENIUS MEDICAL CARE US DREI BETEILIGUNGSGESELLSCHAFT
    mbH, a German limited liability company

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Josef
    Dinger

Name: Josef
    Dinger

    Title: Managing Director




	
 
	
 
	
 

	
 
	
 
	
    FRESENIUS MEDICAL CARE US ZWEI VERMÖGENSVERWALTUNGS
    GmbH & Co. KG, a German limited partnership

	
 
	
 
	
 

	
 
	
 
	

    By: Fresenius Medical Care Vermögensverwaltungs GmbH,
    a German limited liability company



	
 
	
 
	
 

	
 
	
 
	
    Its General Partner

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Josef
    Dinger

Name: Josef
    Dinger

    Title: Managing Director




	
 
	
 
	
 

	
 
	
 
	
    FMC FINANCE II S.à r.l., a private limited company
    (société à responsabilité limitée)
    organized under the laws of Luxembourg

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Gabriele
    Dux

Name: Gabriele
    Dux

    Title: Manager 














    

    22








 






	 	 	 
	
    ADMINISTRATIVE AGENT AND COLLATERAL AGENT
	
 
	
    BANK OF AMERICA, N.A., for itself in its capacities as
    Administrative Agent and Collateral Agent on behalf of the
    lenders

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Angela
    Lau

Name: Angela
    Lau

    Title: Vice President 














    

    23








 







    Schedules to Amendment No. 3



 



    Schedule 2.01 (Revolving Commitments and Commitment
    Percentages) to the Bank Credit Agreement.



 



    Schedule 2.01 (Term Loan Commitments and Commitment
    Percentages — Tranche A Term Loan Only) to the
    Term Loan Credit Agreement.



 



    Schedule 8.01 (Existing Indebtedness) for both the Bank
    Credit Agreement and Term Loan Credit Agreement.



 



    Schedule 8.02 (Existing Liens) for both the Bank Credit
    Agreement and Term Loan Credit Agreement.



 



    Schedule 8.03 (Existing Investments) for both the Bank
    Credit Agreement and Term Loan Credit Agreement.



 



    Schedule 8.06 (Restricted Payments) for both the Bank
    Credit Agreement and Term Loan Credit Agreement.



 



    Exhibit 7.2 (Form of Compliance Certificate) for both the
    Bank Credit Agreement and the Term Loan Credit Agreement.





    

    24








 








    Schedule 2.01
    to Bank Credit Agreement — Schedule of Revolving
    Commitments



 



    FRESENIUS MEDICAL CARE AG & CO KGAA



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Incremental

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Revolving

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    Revolving

    
	
 
	
 
	
 
	
 
	
 
	
    Commitments

    
	
 
	
 
	
    Revolving

    
	
 
	
 
	
 
	
 

	
 
	
 
	
    Commitments

    
	
 
	
 
	
 
	
 
	
 
	
    and Portion of

    
	
 
	
 
	
    Commitments

    
	
 
	
 
	
 
	
 

	
 
	
 
	
    Immediately

    
	
 
	
 
	
 
	
 
	
 
	
    Revolving

    
	
 
	
 
	
    After

    
	
 
	
 
	
 
	
 

	
 
	
 
	
    Prior to

    
	
 
	
 
	
    Revolving

    
	
 
	
 
	
    Commitments

    
	
 
	
 
	
    Establishment of

    
	
 
	
 
	
    Revolving

    
	
 

	
 
	
 
	
    Amendment

    
	
 
	
 
	
    Commitment

    
	
 
	
 
	
    Subject of

    
	
 
	
 
	
    Incremental and

    
	
 
	
 
	
    Commitment

    
	
 

	
    Lender Name
	
 
	
    No. 3
	
 
	
 
	
    Percentage
	
 
	
 
	
    Reallocation
	
 
	
 
	
    Reallocation
	
 
	
 
	
    Percentage
	
 

	 

	

    AUSTRALIA & NEW ZEALAND BANKING GROUP LTD


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    21,500,000.00
	
 
	
 
	
    $
	
    21,500,000.00
	
 
	
 
	
 
	
    1.791666667
	
    %

	

    BANCO BILBAO VIZCAYA ARGENTARIA SA


	
 
	
    $
	
    27,017,543.86
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    5,982,456.14
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    BANCO ITAU EUROPA SA SECURSAL FINANCEIRA INTERNACIONAL


	
 
	
    $
	
    10,000,000.00
	
 
	
 
	
 
	
    1.000000000
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    10,000,000.00
	
 
	
 
	
 
	
    0.833333333
	
    %

	

    BANK OF AMERICA NA


	
 
	
    $
	
    79,970,407.98
	
 
	
 
	
 
	
    7.997040798
	
    %
	
 
	
    $
	
    (37,075,729.00
	
    )
	
 
	
    $
	
    42,894,678.98
	
 
	
 
	
 
	
    3.574556582
	
    %

	

    BANK OF NEW YORK MELLON THE


	
 
	
    $
	
    17,684,210.52
	
 
	
 
	
 
	
    1.768421052
	
    %
	
 
	
    $
	
    3,815,789.48
	
 
	
 
	
    $
	
    21,500,000.00
	
 
	
 
	
 
	
    1.791666667
	
    %

	

    BANK OF NOVA SCOTIA THE


	
 
	
    $
	
    29,824,561.40
	
 
	
 
	
 
	
    2.982456140
	
    %
	
 
	
    $
	
    3,175,438.60
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    BANK OF TAIWAN NEW YORK AGENCY


	
 
	
    $
	
    3,508,771.93
	
 
	
 
	
 
	
    0.350877193
	
    %
	
 
	
    $
	
    3,491,228.07
	
 
	
 
	
    $
	
    7,000,000.00
	
 
	
 
	
 
	
    0.583333333
	
    %

	

    BANK OF TOKYO MITSUBISHI UFJ TRUST COMPANY THE


	
 
	
    $
	
    10,526,315.79
	
 
	
 
	
 
	
    1.052631579
	
    %
	
 
	
    $
	
    10,973,684.21
	
 
	
 
	
    $
	
    21,500,000.00
	
 
	
 
	
 
	
    1.791666667
	
    %

	

    BARCLAYS BANK PLC


	
 
	
    $
	
    27,017,543.86
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    5,982,456.14
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    BAYERISCHE LANDESBANK


	
 
	
    $
	
    27,017,543.86
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    1,982,456.14
	
 
	
 
	
    $
	
    29,000,000.00
	
 
	
 
	
 
	
    2.416666667
	
    %

	

    BHF BANK AKTIENGESELLSCHAFT


	
 
	
    $
	
    17,543,859.65
	
 
	
 
	
 
	
    1.754385965
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    17,543,859.65
	
 
	
 
	
 
	
    1.461988304
	
    %

	

    BNP PARIBAS


	
 
	
    $
	
    37,543,859.65
	
 
	
 
	
 
	
    3.754385965
	
    %
	
 
	
    $
	
    (4,543,859.65
	
    )
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    CHANG HWA COMMERCIAL BANK LTD


	
 
	
    $
	
    1,666,666.67
	
 
	
 
	
 
	
    0.166666667
	
    %
	
 
	
    $
	
    5,333,333.33
	
 
	
 
	
    $
	
    7,000,000.00
	
 
	
 
	
 
	
    0.583333333
	
    %

	

    CHINATRUST COMMERICAL BANK LTD


	
 
	
    $
	
    2,000,000.00
	
 
	
 
	
 
	
    0.200000000
	
    %
	
 
	
    $
	
    69,113.92
	
 
	
 
	
    $
	
    2,069,113.92
	
 
	
 
	
 
	
    0.172426160
	
    %

	

    COMMERZBANK AG FILIALE LUXEMBOURG


	
 
	
    $
	
    51,842,105.26
	
 
	
 
	
 
	
    5.184210526
	
    %
	
 
	
    $
	
    (18,842,105.26
	
    )
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK


	
 
	
    $
	
    27,017,543.86
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    5,982,456.14
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    CREDIT INDUSTRIEL ET COMMERCIAL


	
 
	
    $
	
    6,929,824.56
	
 
	
 
	
 
	
    0.692982456
	
    %
	
 
	
    $
	
    10,397,928.20
	
 
	
 
	
    $
	
    17,327,752.76
	
 
	
 
	
 
	
    1.443979397
	
    %

	

    CREDIT MUTUEL BANQUE DE L’ECONOMIE DU COMMERCE ET DE LA
    MONETIQUE SA NIEDERLASSUNG DEUTSCHLAND


	
 
	
    $
	
    5,263,157.89
	
 
	
 
	
 
	
    0.526315789
	
    %
	
 
	
    $
	
    6,409,089.35
	
 
	
 
	
    $
	
    11,672,247.24
	
 
	
 
	
 
	
    0.972687270
	
    %

	

    CREDIT SUISSE AG CAYMAN ISLANDS BRANCH


	
 
	
    $
	
    29,824,561.40
	
 
	
 
	
 
	
    2.982456140
	
    %
	
 
	
    $
	
    3,175,438.60
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    DEUTSCHE APOTHEKER UND ARZTEBANK EG


	
 
	
    $
	
    10,526,315.79
	
 
	
 
	
 
	
    1.052631579
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    10,526,315.79
	
 
	
 
	
 
	
    0.877192983
	
    %

	

    DEUTSCHE BANK AG NEW YORK BRANCH


	
 
	
    $
	
    78,145,001.05
	
 
	
 
	
 
	
    7.814500105
	
    %
	
 
	
    $
	
    (35,250,322.07
	
    )
	
 
	
    $
	
    42,894,678.98
	
 
	
 
	
 
	
    3.574556582
	
    %

	

    DNB NOR BANK ASA


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    29,000,000.00
	
 
	
 
	
    $
	
    29,000,000.00
	
 
	
 
	
 
	
    2.416666667
	
    %

	

    DZ BANK AG (DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK)


	
 
	
    $
	
    39,350,877.19
	
 
	
 
	
 
	
    3.935087719
	
    %
	
 
	
    $
	
    (6,350,877.19
	
    )
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    HSBC BANK PLC


	
 
	
    $
	
    17,543,859.65
	
 
	
 
	
 
	
    1.754385965
	
    %
	
 
	
    $
	
    3,956,140.35
	
 
	
 
	
    $
	
    21,500,000.00
	
 
	
 
	
 
	
    1.791666667
	
    %

	

    HUNTINGTON NATIONAL BANK


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    12,000,000.00
	
 
	
 
	
    $
	
    12,000,000.00
	
 
	
 
	
 
	
    1.000000000
	
    %

	

    INTESA SANPAOLO SPA


	
 
	
    $
	
    17,543,859.65
	
 
	
 
	
 
	
    1.754385965
	
    %
	
 
	
    $
	
    5,956,140.35
	
 
	
 
	
    $
	
    23,500,000.00
	
 
	
 
	
 
	
    1.958333333
	
    %

	

    JPMORGAN CHASE BANK NATIONAL ASSOCIATION


	
 
	
    $
	
    29,824,561.40
	
 
	
 
	
 
	
    2.982456140
	
    %
	
 
	
    $
	
    13,175,438.60
	
 
	
 
	
    $
	
    43,000,000.00
	
 
	
 
	
 
	
    3.583333333
	
    %

	

    KEYBANK NATIONAL ASSOCIATION


	
 
	
    $
	
    5,263,157.89
	
 
	
 
	
 
	
    0.526315789
	
    %
	
 
	
    $
	
    418,721.11
	
 
	
 
	
    $
	
    5,681,879.00
	
 
	
 
	
 
	
    0.473489917
	
    %

	

    KFW IPEX BANK GMBH


	
 
	
    $
	
    24,576,199.54
	
 
	
 
	
 
	
    2.457619954
	
    %
	
 
	
    $
	
    8,423,800.46
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    LANDESBANK BADEN WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS
    BRANCH


	
 
	
    $
	
    32,631,578.95
	
 
	
 
	
 
	
    3.263157895
	
    %
	
 
	
    $
	
    368,421.05
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    LANDESBANK BADEN WURTTEMBERG


	
 
	
    $
	
    19,561,403.51
	
 
	
 
	
 
	
    1.956140351
	
    %
	
 
	
    $
	
    (19,561,403.51
	
    )
	
 
	
    $
	
    —
	
 
	
 
	
 
	
    0.000000000
	
    %

	

    LANDESBANK HESSEN THUERINGEN GIROZENTRALE


	
 
	
    $
	
    19,350,877.19
	
 
	
 
	
 
	
    1.935087719
	
    %
	
 
	
    $
	
    9,649,122.81
	
 
	
 
	
    $
	
    29,000,000.00
	
 
	
 
	
 
	
    2.416666667
	
    %

	

    MEDIOBANCA INTERNATIONAL (LUXEMBOURG) SA


	
 
	
    $
	
    1,666,666.67
	
 
	
 
	
 
	
    0.166666667
	
    %
	
 
	
    $
	
    31,333,333.33
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    MIZUHO CORPORATE BANK NEDERLAND NV


	
 
	
    $
	
    27,017,543.86
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    5,982,456.14
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    NORDEA BANK FINLAND PLC NEW YORK AND GRAND CAYMAN BRANCHES


	
 
	
    $
	
    27,017,543.86
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    1,982,456.14
	
 
	
 
	
    $
	
    29,000,000.00
	
 
	
 
	
 
	
    2.416666667
	
    %

	

    PNC BANK NA


	
 
	
    $
	
    5,526,315.79
	
 
	
 
	
 
	
    0.552631579
	
    %
	
 
	
    $
	
    6,473,684.21
	
 
	
 
	
    $
	
    12,000,000.00
	
 
	
 
	
 
	
    1.000000000
	
    %

	

    RAIFFEISEN ZENTRALBANK OSTERREICH AG


	
 
	
    $
	
    14,035,087.72
	
 
	
 
	
 
	
    1.403508772
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    14,035,087.72
	
 
	
 
	
 
	
    1.169590643
	
    %

	

    ROYAL BANK OF CANADA


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    17,000,000.00
	
 
	
 
	
    $
	
    17,000,000.00
	
 
	
 
	
 
	
    1.416666667
	
    %

	

    ROYAL BANK OF SCOTLAND PLC, THE NIEDERLASSUNG FRANKFURT


	
 
	
    $
	
    59,701,754.39
	
 
	
 
	
 
	
    5.970175439
	
    %
	
 
	
    $
	
    (26,701,754.39
	
    )
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    RZB FINANCE LLC


	
 
	
    $
	
    3,508,771.93
	
 
	
 
	
 
	
    0.350877193
	
    %
	
 
	
    $
	
    91,228.07
	
 
	
 
	
    $
	
    3,600,000.00
	
 
	
 
	
 
	
    0.300000000
	
    %

	

    SOCIETE GENERALE


	
 
	
    $
	
    27,017,543.86
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    5,982,456.14
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    SOVEREIGN BANK


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    STATE BANK OF INDIA


	
 
	
    $
	
    5,263,157.89
	
 
	
 
	
 
	
    0.526315789
	
    %
	
 
	
    $
	
    1,736,842.11
	
 
	
 
	
    $
	
    7,000,000.00
	
 
	
 
	
 
	
    0.583333333
	
    %

	

    SUMITOMO MITSUI BANKING CORPORATION


	
 
	
    $
	
    16,150,496.72
	
 
	
 
	
 
	
    1.615049672
	
    %
	
 
	
    $
	
    16,849,503.28
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    SUNTRUST BANK


	
 
	
    $
	
    23,771,929.82
	
 
	
 
	
 
	
    2.377192982
	
    %
	
 
	
    $
	
    9,228,070.18
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    TAIPEI FUBON COMMERCIAL BANK LA BRANCH


	
 
	
    $
	
    1,754,385.96
	
 
	
 
	
 
	
    0.175438596
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    1,754,385.96
	
 
	
 
	
 
	
    0.146198830
	
    %

	

    TD BANK


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    29,000,000.00
	
 
	
 
	
    $
	
    29,000,000.00
	
 
	
 
	
 
	
    2.416666667
	
    %

	

    UNICREDIT BANK AG


	
 
	
    $
	
    16,275,628.83
	
 
	
 
	
 
	
    1.627562883
	
    %
	
 
	
    $
	
    (4,275,628.83
	
    )
	
 
	
    $
	
    12,000,000.00
	
 
	
 
	
 
	
    1.000000000
	
    %

	

    UNICREDIT BANK AUSTRIA AG (FORMERLY BANK AUSTRIA CREDITANSTALT
    AG)


	
 
	
    $
	
    10,741,915.03
	
 
	
 
	
 
	
    1.074191503
	
    %
	
 
	
    $
	
    3,258,084.97
	
 
	
 
	
    $
	
    14,000,000.00
	
 
	
 
	
 
	
    1.166666667
	
    %

	

    US BANK


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    17,000,000.00
	
 
	
 
	
    $
	
    17,000,000.00
	
 
	
 
	
 
	
    1.416666667
	
    %

	

    WELLS FARGO BANK NA


	
 
	
    $
	
    27,017,543.86
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    5,982,456.14
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.750000000
	
    %

	

    WESTLB AG NEW YORK BRANCH


	
 
	
    $
	
    27,017,543.86
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    (3,517,543.86
	
    )
	
 
	
    $
	
    23,500,000.00
	
 
	
 
	
 
	
    1.958333333
	
    %

	

    TOTAL


	
 
	
    $
	
    1,000,000,000.00
	
 
	
 
	
 
	
    100.00
	
    %
	
 
	
    $
	
    200,000,000.00
	
 
	
 
	
    $
	
    1,200,000,000.00
	
 
	
 
	
 
	
    100.000000000
	
    %











    

    25








 








    Schedule 2.01
    to Term Loan Credit Agreement — Schedule of
    Tranche A Term Loan Commitments



 



    FRESENIUS MEDICAL CARE AG & CO KGAA



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Incremental

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Tranche A Term

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Loans and Portion

    
	
 
	
 
	
    Tranche A Term

    
	
 
	
 
	
 
	
 

	
 
	
 
	
    Tranche A Term

    
	
 
	
 
	
 
	
 
	
 
	
    of Existing

    
	
 
	
 
	
    Loans After

    
	
 
	
 
	
 
	
 

	
 
	
 
	
    Loans Immediately

    
	
 
	
 
	
    Tranche A

    
	
 
	
 
	
    Tranche A Term

    
	
 
	
 
	
    Establishment of

    
	
 
	
 
	
    Tranche A

    
	
 

	
 
	
 
	
    Prior to

    
	
 
	
 
	
    Term Loan

    
	
 
	
 
	
    Loan Subject of

    
	
 
	
 
	
    Incremental and

    
	
 
	
 
	
    Term Loan

    
	
 

	
    Lender Name
	
 
	
    Amendment No. 3
	
 
	
 
	
    Percentage
	
 
	
 
	
    Reallocation
	
 
	
 
	
    Reallocation
	
 
	
 
	
    Percentage
	
 

	 

	

    AUSTRALIA & NEW ZEALAND BANKING GROUP LTD


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    23,500,000.00
	
 
	
 
	
    $
	
    23,500,000.00
	
 
	
 
	
 
	
    1.721611722
	
    %

	

    BANCO BILBAO VIZCAYA ARGENTARIA SA


	
 
	
    $
	
    35,516,100.38
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    3,483,899.62
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    BANK OF AMERICA NA


	
 
	
    $
	
    101,411,941.08
	
 
	
 
	
 
	
    7.714533794
	
    %
	
 
	
    $
	
    (58,798,136.11
	
    )
	
 
	
    $
	
    42,613,804.97
	
 
	
 
	
 
	
    3.121890474
	
    %

	

    BANK OF NEW YORK MELLON THE


	
 
	
    $
	
    19,960,509.70
	
 
	
 
	
 
	
    1.518421056
	
    %
	
 
	
    $
	
    3,539,490.30
	
 
	
 
	
    $
	
    23,500,000.00
	
 
	
 
	
 
	
    1.721611722
	
    %

	

    BANK OF NOVA SCOTIA THE


	
 
	
    $
	
    10,601,551.41
	
 
	
 
	
 
	
    0.806473338
	
    %
	
 
	
    $
	
    (401,551.41
	
    )
	
 
	
    $
	
    10,200,000.00
	
 
	
 
	
 
	
    0.747252747
	
    %

	

    BANK OF TAIWAN NEW YORK AGENCY


	
 
	
    $
	
    4,612,480.56
	
 
	
 
	
 
	
    0.350877192
	
    %
	
 
	
    $
	
    3,387,519.44
	
 
	
 
	
    $
	
    8,000,000.00
	
 
	
 
	
 
	
    0.586080586
	
    %

	

    BANK OF TOKYO MITSUBISHI UFJ TRUST COMPANY THE


	
 
	
    $
	
    13,837,441.73
	
 
	
 
	
 
	
    1.052631581
	
    %
	
 
	
    $
	
    9,662,558.27
	
 
	
 
	
    $
	
    23,500,000.00
	
 
	
 
	
 
	
    1.721611722
	
    %

	

    BARCLAYS BANK PLC


	
 
	
    $
	
    35,516,100.38
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    3,483,899.62
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    BAYERISCHE LANDESBANK


	
 
	
    $
	
    35,516,100.38
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    (2,516,100.38
	
    )
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.417582418
	
    %

	

    BHF BANK AKTIENGESELLSCHAFT


	
 
	
    $
	
    23,062,402.85
	
 
	
 
	
 
	
    1.754385966
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    23,062,402.85
	
 
	
 
	
 
	
    1.689553322
	
    %

	

    BNP PARIBAS


	
 
	
    $
	
    49,353,542.11
	
 
	
 
	
 
	
    3.754385967
	
    %
	
 
	
    $
	
    (10,353,542.11
	
    )
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    CHANG HWA COMMERCIAL BANK LTD


	
 
	
    $
	
    2,190,928.27
	
 
	
 
	
 
	
    0.166666667
	
    %
	
 
	
    $
	
    5,809,071.73
	
 
	
 
	
    $
	
    8,000,000.00
	
 
	
 
	
 
	
    0.586080586
	
    %

	

    CHINATRUST COMMERICAL BANK LTD


	
 
	
    $
	
    2,629,113.92
	
 
	
 
	
 
	
    0.200000000
	
    %
	
 
	
    $
	
    (69,113.92
	
    )
	
 
	
    $
	
    2,560,000.00
	
 
	
 
	
 
	
    0.187545788
	
    %

	

    COMMERZBANK AG FILIALE LUXEMBOURG


	
 
	
    $
	
    85,600,624.50
	
 
	
 
	
 
	
    6.511747073
	
    %
	
 
	
    $
	
    (46,600,624.50
	
    )
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK


	
 
	
    $
	
    35,516,100.38
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    3,483,899.62
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    CREDIT INDUSTRIEL ET COMMERCIAL


	
 
	
    $
	
    9,287,291.93
	
 
	
 
	
 
	
    0.706495968
	
    %
	
 
	
    $
	
    10,384,897.90
	
 
	
 
	
    $
	
    19,672,189.83
	
 
	
 
	
 
	
    1.441186068
	
    %

	

    CREDIT MUTUEL BANQUE DE L’ECONOMIE DU COMMERCE ET DE LA
    MONETIQUE SA NIEDERLASSUNG DEUTSCHLAND


	
 
	
    $
	
    6,918,720.82
	
 
	
 
	
 
	
    0.526315787
	
    %
	
 
	
    $
	
    6,409,089.35
	
 
	
 
	
    $
	
    13,327,810.17
	
 
	
 
	
 
	
    0.976396349
	
    %

	

    CREDIT SUISSE AG CAYMAN ISLANDS BRANCH


	
 
	
    $
	
    39,206,084.82
	
 
	
 
	
 
	
    2.982456139
	
    %
	
 
	
    $
	
    (206,084.82
	
    )
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    DEUTSCHE APOTHEKER UND ARZTEBANK EG


	
 
	
    $
	
    13,837,441.73
	
 
	
 
	
 
	
    1.052631581
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    13,837,441.73
	
 
	
 
	
 
	
    1.013731995
	
    %

	

    DEUTSCHE BANK AG NEW YORK BRANCH


	
 
	
    $
	
    102,636,034.95
	
 
	
 
	
 
	
    7.807652153
	
    %
	
 
	
    $
	
    (60,022,229.99
	
    )
	
 
	
    $
	
    42,613,804.96
	
 
	
 
	
 
	
    3.121890473
	
    %

	

    DNB NOR BANK ASA


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.417582418
	
    %

	

    DZ BANK AG (DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK)


	
 
	
    $
	
    53,043,526.54
	
 
	
 
	
 
	
    4.035087720
	
    %
	
 
	
    $
	
    (14,043,526.54
	
    )
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    E SUN COMMERCIAL BANK LTD


	
 
	
    $
	
    7,105,713.32
	
 
	
 
	
 
	
    0.540540541
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    7,105,713.32
	
 
	
 
	
 
	
    0.520565078
	
    %

	

    HSBC BANK PLC


	
 
	
    $
	
    23,062,402.85
	
 
	
 
	
 
	
    1.754385966
	
    %
	
 
	
    $
	
    437,597.15
	
 
	
 
	
    $
	
    23,500,000.00
	
 
	
 
	
 
	
    1.721611722
	
    %

	

    HUNTINGTON NATIONAL BANK


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    13,000,000.00
	
 
	
 
	
    $
	
    13,000,000.00
	
 
	
 
	
 
	
    0.952380952
	
    %

	

    INTESA SANPAOLO SPA


	
 
	
    $
	
    23,062,402.85
	
 
	
 
	
 
	
    1.754385966
	
    %
	
 
	
    $
	
    3,437,597.15
	
 
	
 
	
    $
	
    26,500,000.00
	
 
	
 
	
 
	
    1.941391941
	
    %

	

    JPMORGAN CHASE BANK NATIONAL ASSOCIATION


	
 
	
    $
	
    39,206,084.82
	
 
	
 
	
 
	
    2.982456139
	
    %
	
 
	
    $
	
    (10,206,084.82
	
    )
	
 
	
    $
	
    29,000,000.00
	
 
	
 
	
 
	
    2.124542125
	
    %

	

    KEYBANK NATIONAL ASSOCIATION


	
 
	
    $
	
    6,918,720.82
	
 
	
 
	
 
	
    0.526315787
	
    %
	
 
	
    $
	
    (418,720.82
	
    )
	
 
	
    $
	
    6,500,000.00
	
 
	
 
	
 
	
    0.476190476
	
    %

	

    KFW IPEX BANK GMBH


	
 
	
    $
	
    40,787,826.89
	
 
	
 
	
 
	
    3.102781246
	
    %
	
 
	
    $
	
    (1,787,826.89
	
    )
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    LANDESBANK BADEN WUERTTEMBERG NEW YORK AND/OR CAYMAN ISLANDS
    BRANCH


	
 
	
    $
	
    42,896,069.31
	
 
	
 
	
 
	
    3.263157897
	
    %
	
 
	
    $
	
    (3,896,069.31
	
    )
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    LANDESBANK BADEN WURTTEMBERG


	
 
	
    $
	
    25,181,650.69
	
 
	
 
	
 
	
    1.915599812
	
    %
	
 
	
    $
	
    (25,181,650.69
	
    )
	
 
	
    $
	
    —
	
 
	
 
	
 
	
    0.000000000
	
    %

	

    LANDESBANK HESSEN THUERINGEN GIROZENTRALE


	
 
	
    $
	
    25,011,487.53
	
 
	
 
	
 
	
    1.902655286
	
    %
	
 
	
    $
	
    7,988,512.47
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.417582418
	
    %

	

    MEDIOBANCA INTERNATIONAL (LUXEMBOURG) SA


	
 
	
    $
	
    3,734,536.85
	
 
	
 
	
 
	
    0.284090911
	
    %
	
 
	
    $
	
    35,265,463.15
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    MEGA INTERNATIONAL COMMERCIAL BANK CO LTD


	
 
	
    $
	
    3,286,392.40
	
 
	
 
	
 
	
    0.250000000
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    3,286,392.40
	
 
	
 
	
 
	
    0.240761348
	
    %

	

    MIZUHO CORPORATE BANK NEDERLAND NV


	
 
	
    $
	
    35,516,100.38
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    3,483,899.62
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    NORDEA BANK FINLAND PLC NIEDERLASSUNG DEUTSCHLAND


	
 
	
    $
	
    35,516,100.38
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    (2,516,100.38
	
    )
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.417582418
	
    %

	

    PB CAPITAL CORPORATION


	
 
	
    $
	
    3,552,856.65
	
 
	
 
	
 
	
    0.270270270
	
    %
	
 
	
    $
	
    0.35
	
 
	
 
	
    $
	
    3,552,857.00
	
 
	
 
	
 
	
    0.260282564
	
    %

	

    PNC BANK NA


	
 
	
    $
	
    17,509,388.63
	
 
	
 
	
 
	
    1.331961196
	
    %
	
 
	
    $
	
    (4,509,388.63
	
    )
	
 
	
    $
	
    13,000,000.00
	
 
	
 
	
 
	
    0.952380952
	
    %

	

    RAIFFEISEN ZENTRALBANK OSTERREICH AG


	
 
	
    $
	
    18,449,922.28
	
 
	
 
	
 
	
    1.403508772
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    18,449,922.28
	
 
	
 
	
 
	
    1.351642658
	
    %

	

    ROYAL BANK OF CANADA


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    18,000,000.00
	
 
	
 
	
    $
	
    18,000,000.00
	
 
	
 
	
 
	
    1.318681319
	
    %

	

    ROYAL BANK OF SCOTLAND PLC, THE NIEDERLASSUNG FRANKFURT


	
 
	
    $
	
    78,481,356.89
	
 
	
 
	
 
	
    5.970175440
	
    %
	
 
	
    $
	
    (39,481,356.89
	
    )
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    RZB FINANCE LLC


	
 
	
    $
	
    4,612,480.56
	
 
	
 
	
 
	
    0.350877192
	
    %
	
 
	
    $
	
    (112,480.56
	
    )
	
 
	
    $
	
    4,500,000.00
	
 
	
 
	
 
	
    0.329670330
	
    %

	

    SCOTIABANC INC


	
 
	
    $
	
    24,869,996.56
	
 
	
 
	
 
	
    1.891891890
	
    %
	
 
	
    $
	
    3,930,003.44
	
 
	
 
	
    $
	
    28,800,000.00
	
 
	
 
	
 
	
    2.109890110
	
    %

	

    SOCIETE GENERALE


	
 
	
    $
	
    35,516,100.38
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    3,483,899.62
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    SOVEREIGN BANK


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    STATE BANK OF INDIA


	
 
	
    $
	
    6,918,720.82
	
 
	
 
	
 
	
    0.526315787
	
    %
	
 
	
    $
	
    1,081,279.18
	
 
	
 
	
    $
	
    8,000,000.00
	
 
	
 
	
 
	
    0.586080586
	
    %

	

    SUMITOMO MITSUI BANKING CORPORATION


	
 
	
    $
	
    21,053,105.11
	
 
	
 
	
 
	
    1.601536162
	
    %
	
 
	
    $
	
    17,946,894.89
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    SUNTRUST BANK


	
 
	
    $
	
    22,343,591.84
	
 
	
 
	
 
	
    1.699705109
	
    %
	
 
	
    $
	
    16,656,408.16
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    TAIPEI FUBON COMMERCIAL BANK LA BRANCH


	
 
	
    $
	
    5,917,660.49
	
 
	
 
	
 
	
    0.450163870
	
    %
	
 
	
    $
	
    —
	
 
	
 
	
    $
	
    5,917,660.49
	
 
	
 
	
 
	
    0.433528241
	
    %

	

    TD BANK


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
    $
	
    33,000,000.00
	
 
	
 
	
 
	
    2.417582418
	
    %

	

    UNICREDIT BANK AG


	
 
	
    $
	
    21,395,241.18
	
 
	
 
	
 
	
    1.627562882
	
    %
	
 
	
    $
	
    (8,395,241.18
	
    )
	
 
	
    $
	
    13,000,000.00
	
 
	
 
	
 
	
    0.952380952
	
    %

	

    UNICREDIT BANK AUSTRIA AG (FORMERLY BANK AUSTRIA CREDITANSTALT
    AG)


	
 
	
    $
	
    14,120,859.19
	
 
	
 
	
 
	
    1.074191503
	
    %
	
 
	
    $
	
    1,879,140.81
	
 
	
 
	
    $
	
    16,000,000.00
	
 
	
 
	
 
	
    1.172161172
	
    %

	

    US BANK


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    18,000,000.00
	
 
	
 
	
    $
	
    18,000,000.00
	
 
	
 
	
 
	
    1.318681319
	
    %

	

    WELLS FARGO BANK NA


	
 
	
    $
	
    12,760,053.51
	
 
	
 
	
 
	
    0.970673305
	
    %
	
 
	
    $
	
    26,239,946.49
	
 
	
 
	
    $
	
    39,000,000.00
	
 
	
 
	
 
	
    2.857142857
	
    %

	

    WESTLB AG NEW YORK BRANCH


	
 
	
    $
	
    35,516,100.38
	
 
	
 
	
 
	
    2.701754386
	
    %
	
 
	
    $
	
    (9,016,100.38
	
    )
	
 
	
    $
	
    26,500,000.00
	
 
	
 
	
 
	
    1.941391941
	
    %

	

    TOTAL


	
 
	
    $
	
    1,314,556,962.00
	
 
	
 
	
 
	
    100.00
	
    %
	
 
	
    $
	
    50,443,038.00
	
 
	
 
	
    $
	
    1,365,000,000.00
	
 
	
 
	
 
	
    100.00
	
    %











    

    26








 








    Schedule 8.01

    



 




    Existing
    Indebtedness



 




    $ in
    millions



 


	 	 	 	 	 	 	 
	

    Short-Term Borrowings (funded)


	
 
	
 
	
    101.4
	
 
	
 
	
    see Attachment A (incl. unfunded commitments)

	

    Capital Lease Obligations (current & non-current)


	
 
	
 
	
    15.5
	
 
	
 
	
    see Attachment B

	

    Long-Term Debt incl. current portion (funded)


	
 
	
 
	
    597.7
	
 
	
 
	
    see Attachment A (incl. unfunded commitments)

	

    Purchase Money Obligations


	
 
	
 
	
    38.7
	
 
	
 
	
    see Attachment C

	

    Synthetic Lease Obligations


	
 
	
 
	
    6.2
	
 
	
 
	
    see Attachment D

	

    Guarantee Obligations


	
 
	
 
	
    0.4
	
 
	
 
	
    see Attachment D











    

    27








 








    8.01
    Existing Indebtedness

    



 




    Attachment
    A — Short-term Borrowings & Long-term
    Debt



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
    current

    
	
 
	
 
	
    non current

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
    portion of

    
	
 
	
 
	
    portion of

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    Short term

    
	
 
	
 
	
    long-term

    
	
 
	
 
	
    long-term

    
	
 
	
 
	
 
	
 
	
 
	
    Unfunded

    
	
 
	
 
	
 
	
 
	
 

	
    $ in millions
	
 
	
    borrowings
	
 
	
 
	
    debt
	
 
	
 
	
    debt
	
 
	
 
	
    Total
	
 
	
 
	
    Commitments
	
 
	
 
	
    Lender/Details
	
 
	
    Maturity

	 

	

    FMC AG & Co. KGaA


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    245.4
	
 
	
 
	
 
	
    245.4
	
 
	
 
	
 
	
    —
	
 
	
 
	
    Schuldscheindarlehen (“Euro Notes”)
	
 
	
    2012/2014

	

    FMC AG & Co. KGaA


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    336.4
	
 
	
 
	
 
	
    336.4
	
 
	
 
	
 
	
    —
	
 
	
 
	
    European Investment Bank
	
 
	
    2013/2014

	

    FMC AG & Co. KGaA


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    —
	
 
	
 
	
 
	
    26.5
	
 
	
 
	
    various umbrella facilities to be allocated to subsidiaries in
    Asia-Pacific, Latin America and Europe
	
 
	
    until revoked/

    yearly review

	

    FMC Italia S.p.A


	
 
	
 
	
    15.4
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    15.4
	
 
	
 
	
 
	
    1.2
	
 
	
 
	
    Banca Monte Paschi di Siena BNL Intesa SanPaolo
	
 
	
    until revoked 

    until revoked 

    until revoked

	

    FMC Espana S.A


	
 
	
 
	
    6.1
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    6.1
	
 
	
 
	
 
	
    6.1
	
 
	
 
	
    BBVA 

    Caja Madrid Commerzbank
	
 
	
    Feb 2011

    Aug 2010

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Nov 2010

	

    FDH Turkey


	
 
	
 
	
    10.3
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    10.3
	
 
	
 
	
 
	
    19.9
	
 
	
 
	
    Ak Bank 

    IS Bank 

    HSBC 

    Halk Bank 

    Garanti Bank 

    VakifBank 

    Yapi Kredi Bank
	
 
	
    Dec 2010

    Dec 2010 

    Dec 2010

    Dec 2010

    Dec 2010

    Dec 2010

    Dec 2010

	

    FMC Holdings Inc. 


	
 
	
 
	
    11.4
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    11.4
	
 
	
 
	
 
	
    —
	
 
	
 
	
    CP issued to unconsolidated joint ventures insurance financing
	
 
	
    until revoked 

    Jul 2011

	

    FMC Colombia S.A. 


	
 
	
 
	
    5.0
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    0.5
	
 
	
 
	
 
	
    5.5
	
 
	
 
	
 
	
    36.8
	
 
	
 
	
    Banco Colpatria 

    Bancocolumbia 

    Royal Bank of Scotland
	
 
	
    May 2011

    Aug 2011 

    until revoked

	

    NephroCare Chile


	
 
	
 
	
    4.1
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    4.1
	
 
	
 
	
 
	
    0.5
	
 
	
 
	
    Banco de Credito e Inversiones Royal Bank of Scotland
	
 
	
    until revoked 

    until revoked

	

    Pentafarma S.A. 


	
 
	
 
	
    4.2
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    4.2
	
 
	
 
	
 
	
    0.8
	
 
	
 
	
    Banco de Credito e Inversiones Royal Bank of Scotland
	
 
	
    until revoked 

    until revoked

	

    FMC de Mexico


	
 
	
 
	
    4.7
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    4.7
	
 
	
 
	
 
	
    0.3
	
 
	
 
	
    Scotiabank
	
 
	
    Aug 2010

	

    FMC Japan K.K. 


	
 
	
 
	
    25.7
	
 
	
 
	
 
	
    2.8
	
 
	
 
	
 
	
    9.3
	
 
	
 
	
 
	
    37.8
	
 
	
 
	
 
	
    16.1
	
 
	
 
	
    Deutsche Bank Development Bank of Japan 

    DZ Bank 

    Furusato 

    Royal Bank of Scotland 

    Saitamaken
	
 
	
    until revoked 

    Jan 2015

    yearly review 

    Nov 2014 

    until revoked 

    Jul/Dec 2013

	

    FMC Philippines


	
 
	
 
	
    2.2
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    2.2
	
 
	
 
	
 
	
    1.3
	
 
	
 
	
    Deutsche Bank
	
 
	
    yearly review

	

    FMC Australia


	
 
	
 
	
    6.1
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    6.1
	
 
	
 
	
 
	
    1.9
	
 
	
 
	
    Deutsche Bank 

    Royal Bank of Scotland
	
 
	
    yearly review 

    until revoked

	

    FMC Groupe France


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    0.6
	
 
	
 
	
 
	
    0.6
	
 
	
 
	
 
	
    3.7
	
 
	
 
	
    BNP Paribas 

    Credit du Nord
	
 
	
    until revoked 

    Jul 2014

	

    Fresenius Kawasumi Co


	
 
	
 
	
 
	
 
	
 
	
 
	
    1.6
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    1.6
	
 
	
 
	
 
	
    —
	
 
	
 
	
    Development Bank of Japan 

    Furusato 

    Mizuho 

    SMBC
	
 
	
    May 2011

    Dec 2010 

    Jun 2011

    Jun 2011

	

    other subsidiaries (debt less than 2 Mio USD per entity)


	
 
	
 
	
    6.3
	
 
	
 
	
 
	
    0.4
	
 
	
 
	
 
	
    0.7
	
 
	
 
	
 
	
    7.4
	
 
	
 
	
 
	
    106.7
	
 
	
 
	
    various banks providing commitments on local level and banks
    providing umbrella facilities
	
 
	
    until revoked/ 

    regular review

	

    Total


	
 
	
 
	
    101.4
	
 
	
 
	
 
	
    4.8
	
 
	
 
	
 
	
    592.9
	
 
	
 
	
 
	
    699.1
	
 
	
 
	
 
	
    221.8
	
 
	
 
	
 
	
 
	
 











    

    28








 








    8.01
    Existing Indebtedness

    



 




    Attachment
    B — Capital Lease Obligations as of 06/30/10



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
    Current

    
	
 
	
    Non current

    
	
 
	
    Total Capital

    

	
    $ in millions
	
 
	
    portion
	
 
	
    portion
	
 
	
    Leases

	 

	

    Provider France


	
 
	
 
	
    0.4
	
 
	
 
	
 
	
    3.2
	
 
	
 
	
 
	
    3.6
	
 

	

    NMC Portugal


	
 
	
 
	
    0.2
	
 
	
 
	
 
	
    1.3
	
 
	
 
	
 
	
    1.4
	
 

	

    FMC Srbija D.o.o.


	
 
	
 
	
    0.3
	
 
	
 
	
 
	
    0.2
	
 
	
 
	
 
	
    0.5
	
 

	

    FMC Holdings Inc. 


	
 
	
 
	
    0.2
	
 
	
 
	
 
	
    2.2
	
 
	
 
	
 
	
    2.4
	
 

	

    FMC Colombia S.A. 


	
 
	
 
	
    0.7
	
 
	
 
	
 
	
    2.2
	
 
	
 
	
 
	
    2.9
	
 

	

    NephroCare Chile


	
 
	
 
	
    0.2
	
 
	
 
	
 
	
    0.2
	
 
	
 
	
 
	
    0.3
	
 

	

    FMC Japan K.K.


	
 
	
 
	
    1.8
	
 
	
 
	
 
	
    2.1
	
 
	
 
	
 
	
    3.9
	
 

	

    Other subsidiaries


	
 
	
 
	
    0.2
	
 
	
 
	
 
	
    0.3
	
 
	
 
	
 
	
    0.4
	
 

	

    Total


	
 
	
 
	
    3.9
	
 
	
 
	
 
	
    11.5
	
 
	
 
	
 
	
    15.5
	
 











    

    29








 








    8.01
    Existing Indebtedness

    



 




    Attachment
    C — Purchase Money Obligations



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
    short-term purchase money obligations
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    current portion

    
	
 
	
    non current portion

    
	
 
	
 

	
 
	
 
	
    short term payments

    
	
 
	
    payments for

    
	
 
	
    payment for

    
	
 
	
    Total as of

    

	
    $ in millions
	
 
	
    for acquisitions
	
 
	
    acquisitions
	
 
	
    acqusitions
	
 
	
    06/30/10

	 

	

    FMC NA RSI


	
 
	
 
	
    2.1
	
 
	
 
	
 
	
    5.0
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    7.1
	
 

	

    FMC Italia S.p.A


	
 
	
 
	
 
	
 
	
 
	
 
	
    0.5
	
 
	
 
	
 
	
    1.2
	
 
	
 
	
 
	
    1.7
	
 

	

    NMC of Spain


	
 
	
 
	
 
	
 
	
 
	
 
	
    2.1
	
 
	
 
	
 
	
    1.1
	
 
	
 
	
 
	
    3.3
	
 

	

    FMC Estonia OÜ


	
 
	
 
	
 
	
 
	
 
	
 
	
    0.3
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    0.3
	
 

	

    FMC Saudi Arabia Ltd. 


	
 
	
 
	
 
	
 
	
 
	
 
	
    3.7
	
 
	
 
	
 
	
    3.7
	
 
	
 
	
 
	
    7.5
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    0.5
	
 
	
 
	
 
	
    0.5
	
 

	

    FMC Srbija D.o.o. PC


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    0.4
	
 
	
 
	
 
	
    0.4
	
 

	

    Nephrocare Polska


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    0.8
	
 
	
 
	
 
	
    0.8
	
 

	

    FMC Japan K.K.


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    1.6
	
 
	
 
	
 
	
    1.6
	
 

	

    FMC Holdings Inc. 


	
 
	
 
	
    6.6
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    8.3
	
 
	
 
	
 
	
    14.9
	
 

	

    Other subsidiaries


	
 
	
 
	
 
	
 
	
 
	
 
	
    0.4
	
 
	
 
	
 
	
    0.3
	
 
	
 
	
 
	
    0.7
	
 

	

    Total


	
 
	
 
	
    8.7
	
 
	
 
	
 
	
    12.0
	
 
	
 
	
 
	
    18.0
	
 
	
 
	
 
	
    38.7
	
 











    

    30








 








    8.01
    Existing Indebtedness

    



 




    Attachment
    D — Guarantees and Synthetic Lease
    Obligations



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Synthetic Lease

    
	
 
	
    Total as of

    

	
    $ in millions
	
 
	
    Guarantees
	
 
	
    Obligations
	
 
	
    06/30/10

	 

	

    FMC AG & Co. KGaA


	
 
	
 
	
    0.4
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    0.4
	
 

	

    Renal Service Ltd. 


	
 
	
 
	
 
	
 
	
 
	
 
	
    6.2
	
 
	
 
	
 
	
    6.2
	
 

	

    Total


	
 
	
 
	
    0.4
	
 
	
 
	
 
	
    6.2
	
 
	
 
	
 
	
    6.6
	
 











    

    31








 








    Schedule Credit
    Agreement 2010

    



 




    8.02
    Existing Liens

    





    figures
    in thousand



 


	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Facility Amount in

    

	
    Subsidiary
	
 
	
    Type
	
 
	
    Beneficiary
	
 
	
    Details
	
 
	
    Transaction Currency

	 

	

    Asia Renal Care (SEA)

    PTE LTD


	
 
	
    Share Charge
	
 
	
    DBS Bank LTD., 

    Singapore
	
 
	
    Share charge by ARC Cayman in favour of DBS Bank LTD. in respect
    of 100% of the issued and paid up share in the capital of Asia
    Renal Care (SEA) PTE LTD
	
 
	
    USD 12.000

	
 
	

    Debenture


	
 
	
    Deed of Debenture executed by Asia Renal Care (SEA) PTE LTD in
    favour of DBS Bank LTD. in respect of all its property and assets

	
 
	

    Account Pledge


	
 
	
    Account pledge by Asia Renal Care (SEA) PTE LTD in favour of DBS
    Bank LTD. over its monies in bank account maintained with the
    lender in Taiwan

	
 

	
 

	

    Asia Renal Care (SEA)

    PTE LTD,

    Taiwan Branch


	
 
	
    Share Charge
	
 
	
    DBS Bank LTD.,

    Taipei Branch
	
 
	
    Share charge by ARC Cayman in favour of DBS Bank LTD. in respect
    of 100% of the issued and paid up share in the capital of Asia
    Renal Care (SEA) PTE LTD, Taiwan Branch
	
 
	
    TWD equivalent of USD 8.000

	
 
	

    Debenture


	
 
	
    Deed of Debenture executed by Asia Renal Care (SEA) PTE LTD in
    favour of DBS Bank LTD., Taipei Branch in respect of all its
    property and assets

	
 
	

    Account Pledge


	
 
	
    Account pledge by Asia Renal Care (SEA) PTE LTD, Taipei Branch
    in favour of DBS Bank LTD., Taipei Branch over its monies in
    bank account maintained with the lender in Taiwan

	
 

	
 

	

    FMC Romania



	
 
	
    Pledge on accounts receivable
	
 
	
    ABN AMRO Bank Romania SA.
	
 
	
    Pledge on accounts receivable under existing short-term credit
    facility
	
 
	
    EUR 500


	

    Nephrocare Romania



	
 
	
    Pledge on accounts receivable
	
 
	
    ABN AMRO Bank Romania SA.
	
 
	
    Pledge on accounts receivable under existing short-term credit
    facility
	
 
	
    EUR 1.600


	

    FMC Finland



	
 
	
    Deposit arrangement
	
 
	
    Nordea Bank Finland

	
 
	
    Liens deposit for office rent in favour of Nordea Bank Finland
	
 
	
    EUR 37

	

    FMC Japan



	
 
	
    Mortgage
	
 
	
    Development Bank of Japan
	
 
	
    Fixed charge over real estate Buzen plant
	
 
	
    JPY 741.000


	

    Fresenius Kawasumi

    

    

    

    

    

    



	
 
	
    Mortgage
	
 
	
    Development Bank of Japan 

    Development Bank of Japan 

    SMBC Mizuho Bank

    

    

	
 
	
    Fixed charge over real estate Inkai plant/ spinning line 1 

    Fixed charge over real estate Inkai plant/ spinning line 2 

    Fixed charge over real estate Inkai plant/ spinning line 2 

    Fixed charge over real estate Inkai plant/ spinning line 2
	
 
	
    JPY 141.050











    

    32








 








    Schedule 8.03
    

    



 




    Existing
    Investments



 




    A.  Minority
    Investments of FMCAG and ist Subsidiaries:



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
    Amount of capital

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    % of FMC’s

    
	
 
	
 
	
    stock/other securities

    
	
 
	
 
	
    Amount of

    
	
 
	
 
	
    Total investment

    
	
 

	
 
	
 
	
    directl/indirect

    
	
 
	
 
	
    (= book value of investment)

    
	
 
	
 
	
    loans/advances

    
	
 
	
 
	
    in USD million

    
	
 

	
    Name of investment
	
 
	
    ownership
	
 
	
 
	
    in USD million
	
 
	
 
	
    in USD million
	
 
	
 
	
    06/30/2010
	
 

	 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
    %
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
    [*]
	
 
	
 
	
 
	
    [*]
	
 

	

    Sum of total investments


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    [*] 
	
 











    

    33








 








    Schedule 8.03

    



 




    Existing
    Investments



 



    B.  Loans / Advances by Credit Parties
    to
    Non-U.S. Subsidiaries
    that are not Credit Parties



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Amount in USD

    
	
 

	
    Lender (= credit party)
	
 
	
    Borrower
	
 
	
    as of 06/30/10
	
 

	 

	

    FMC AG & Co. KGaA


	
 
	
    FMC South East Asia (Australia)
	
 
	
 
	
    42,617,221
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Singapore
	
 
	
 
	
    715,649
	
 

	

    FMC AG & Co. KGaA


	
 
	
    NMC Dialysebehandlung GmbH, Germany
	
 
	
 
	
    4,732,922
	
 

	

    FMC AG & Co. KGaA


	
 
	
    Pontormo GmbH, Germany
	
 
	
 
	
    15,701,604
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC de Mexico
	
 
	
 
	
    33,184,256
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Japan K.K.
	
 
	
 
	
    141,628,442
	
 

	

    FMC AG & Co. KGaA


	
 
	
    NMC Centro Medico Nacional Ltda., Portugal
	
 
	
 
	
    19,650,262
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Argentinia
	
 
	
 
	
    13,625,620
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Espana
	
 
	
 
	
    5,521,950
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Nephrologica S.A. Lugano
	
 
	
 
	
    108,982
	
 

	

    FMC AG & Co. KGaA


	
 
	
    Osaühing FMC Estonia
	
 
	
 
	
    1,275,100
	
 

	

    FMC AG & Co. KGaA


	
 
	
    Renal Services Ltd., UK
	
 
	
 
	
    12,440,343
	
 

	

    FMC AG & Co. KGaA


	
 
	
    Kawasumi, Japan
	
 
	
 
	
    3,842,969
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Lebanon
	
 
	
 
	
    1,687,515
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC S.P. Moskau, Russia
	
 
	
 
	
    3,681,300
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Polska S.A., Polen
	
 
	
 
	
    3,677,533
	
 

	

    FMC AG & Co. KGaA


	
 
	
    Nephrocare, Chile
	
 
	
 
	
    880,107
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Taiwan
	
 
	
 
	
    4,626,725
	
 

	

    FMC AG & Co. KGaA


	
 
	
    Nephrocare Taiwan
	
 
	
 
	
    17,569,803
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Korea
	
 
	
 
	
    4,901,864
	
 

	

    FMC AG & Co. KGaA


	
 
	
    Yeolin Medical Foundation Korea
	
 
	
 
	
    6,343,989
	
 

	

    FMC AG & Co. KGaA


	
 
	
    Nephrocare Service Japan K.K.
	
 
	
 
	
    1,798,680
	
 

	

    FMC AG & Co. KGaA


	
 
	
    Nephrocare Hongkong
	
 
	
 
	
    1,615,536
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Hongkong
	
 
	
 
	
    13,709,156
	
 

	

    FMC AG & Co. KGaA


	
 
	
    Biocare Technology Co. Hongkong
	
 
	
 
	
    15,504,829
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Ireland
	
 
	
 
	
    2,675,078
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Malaysia
	
 
	
 
	
    1,960,850
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Nephrologica D- GmbH
	
 
	
 
	
    26,407,467
	
 

	

    FMC AG & Co. KGaA


	
 
	
    NephroCare Thailand Ltd.
	
 
	
 
	
    2,418,434
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC (Jiangsu) Co. Ltd. - USD
	
 
	
 
	
    6,046,156
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Peru
	
 
	
 
	
    86,010
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Ukraine TOV
	
 
	
 
	
    612,323
	
 

	

    FMC AG & Co. KGaA


	
 
	
    FMC Saudi Arabia Ltd. (SAR)
	
 
	
 
	
    7,512,497
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
    418,761,170
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    Fresenius Nephrocare Polska
	
 
	
 
	
    21,704,699
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    Fresenius Diyaliz Hitzmetler A.S. Turkey
	
 
	
 
	
    3,421,283
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    FMC Holding ooo Moskau Russia
	
 
	
 
	
    1,840,650
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    Fresenius Nephrocare Romania s.r.l.
	
 
	
 
	
    14,082,608
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    FMC Lebanon
	
 
	
 
	
    159,465
	
 






    

    34








 







	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Amount in USD

    
	
 

	
    Lender (= credit party)
	
 
	
    Borrower
	
 
	
    as of 06/30/10
	
 

	 

	

    FMC Beteiligungsgesellschaft


	
 
	
    FMC Brasil Ltda.
	
 
	
 
	
    27,010,161
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    FMC South Africa
	
 
	
 
	
    7,226,444
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    Nephrocare D-GmbH
	
 
	
 
	
    21,676,722
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    FMC Dijalizna Njega d.o.o. Banja Luka
	
 
	
 
	
    3,804,010
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    Holiday Dialysis Intern. Holdings B.V.
	
 
	
 
	
    552,195
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    FMC Adsorber Tec GmbH
	
 
	
 
	
    613,550
	
 

	

    FMC Beteiligungsgesellschaft


	
 
	
    Fresenius Nephrocare Russia
	
 
	
 
	
    1,614,605
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
    103,706,391
	
 

	

    FMC Finance II S.à.r.l. 


	
 
	
    FMC SMAD S.A., France
	
 
	
 
	
    16,566,900
	
 

	

    FMC Finance II S.à.r.l. 


	
 
	
    FMC Ireland Ltd.
	
 
	
 
	
    5,618,340
	
 

	

    FMC Finance II S.à.r.l. 


	
 
	
    Nephrocare Polska
	
 
	
 
	
    463,440
	
 

	

    FMC Finance II S.à.r.l. 


	
 
	
    Renal Service Ltd., UK
	
 
	
 
	
    28,592,222
	
 

	

    FMC Finance II S.à.r.l. 


	
 
	
    FMC Groupe France
	
 
	
 
	
    18,727,800
	
 

	

    FMC Finance II S.à.r.l. 


	
 
	
    Pontormo GmbH, Germany
	
 
	
 
	
    11,859,798
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
    81,828,500
	
 

	

    FMCD


	
 
	
    FMC Adsorber Tec GmbH
	
 
	
 
	
    415,171
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
    415,171
	
 

	

    Total Loans


	
 
	
 
	
 
	
 
	
    604,711,232
	
 











    

    35








 








    Schedule 8.03



 



    Existing Investments



 




    C.  Other
    advances or loans to directors, officers, employees or
    agents



 


	 	 	 	 	 
	
 
	
 
	
    Amount in USD

    
	
 

	
    Subsidiary
	
 
	
    as of 06/30/10
	
 

	 

	

    FMC GmbH


	
 
	
 
	
    448,328.11
	
 

	

    FMC Portugal S.A. 


	
 
	
 
	
    179,185.52
	
 

	

    NMC Portugal


	
 
	
 
	
    225,753.80
	
 

	

    FM Hizmetler PC TRY


	
 
	
 
	
    228,183.04
	
 

	

    Nephrocare Polska


	
 
	
 
	
    284,854.68
	
 

	

    FMC Brazil (PC)


	
 
	
 
	
    194,893.76
	
 

	

    FMC Japan (J/PV)


	
 
	
 
	
    1,965,451.02
	
 

	

    Saudi Advance Renal


	
 
	
 
	
    162,120.30
	
 

	

    FMC Malaysia SAP/PC


	
 
	
 
	
    290,020.62
	
 

	

    Clinix Renal Care PC


	
 
	
 
	
    130,913.61
	
 

	

    Other Subsidiaries (< 100.000 USD)


	
 
	
 
	
    33,417.74
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    4,143,122.20
	
 

	
 
	
 
	
 
	
 
	
 











    

    36








 








    Schedule 8.03



 



    Existing Investments



 




    D.  Advances
    or loans to customers or suppliers



 


	 	 	 	 	 
	
 
	
 
	
    Amount in USD

    
	
 

	
    Subsidiary
	
 
	
    as of 06/30/10
	
 

	 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    [*]


	
 
	
 
	
    [*]
	
 

	

    Other Subsidiaries (< [*] USD)


	
 
	
 
	
    [*]
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    [*] 
	
 

	
 
	
 
	
 
	
 
	
 











    

    37








 








    Schedule 8.03



 



    Existing Investments



 




    E.  Other
    loans, advances or investments



 


	 	 	 	 	 
	
 
	
 
	
    Amount in USD

    
	
 

	
    Subsidiary
	
 
	
    as of 06/30/10
	
 

	 

	

    FMC NA Corporate


	
 
	
 
	
    8,710,000.00
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    8,710,000.00 
	
 

	
 
	
 
	
 
	
 
	
 











    

    38








 








    Schedule 8.06



 



    RESTRICTED PAYMENTS



 


	 	 	 	 	 
	
    Restricted Payments
	
 

	 

	

    2011


	
 
	
    $
	
    330 million
	
 

	

    2012


	
 
	
    $
	
    360 million
	
 

	

    2013


	
 
	
    $
	
    390 million
	
 











    

    39








 








    Exhibit 7.02

    



 




    [FORM OF]

    





    COMPLIANCE
    CERTIFICATE



 




    Financial
    Statement
    Date:          ,          
    



 


		
	    To: 	
    Bank of America, N.A., as Administrative Agent under each of the
    Bank Credit Agreement and the Term Loan Credit Agreement (each
    as defined below)




 


		
	    Re: 	
    Bank Credit Agreement, dated as of March 31, 2006 (as
    further amended, restated, extended, supplemented or otherwise
    modified, the “Bank Credit Agreement”) among
    FRESENIUS MEDICAL CARE AG & Co. KGaA, a German
    partnership limited by shares, FRESENIUS MEDICAL CARE HOLDINGS,
    INC., a New York corporation, and the other Borrowers identified
    therein, the Guarantors identified therein, the Lenders party
    thereto, and BANK OF AMERICA, N.A., as Administrative Agent.
    Capitalized terms used herein and not otherwise defined have the
    meanings provided in the Bank Credit Agreement.




 



    Term Loan Credit Agreement, dated as of March 31, 2006 (as
    further amended, restated, extended, supplemented or otherwise
    modified, the “Term Loan Credit Agreement”)
    among FMCAG, FMCH and the other Borrowers identified therein,
    the Guarantors identified therein, the Lenders party thereto,
    and BANK OF AMERICA, N.A., as Administrative Agent.



 



    Ladies and Gentlemen:



 



    The undersigned Responsible Officer hereby certifies as of the
    date hereof that
    he/she is
    the          of
    FMCAG, and that, as such,
    he/she is
    authorized to execute and deliver this Compliance Certificate to
    the Administrative Agent on the behalf of the FMCAG, and that:



 



    [Use following paragraph 1 for fiscal year-end financial
    statements:]



 



    [1. [Attached hereto as Schedule 1 are the]
    [The] year-end audited financial statements required by
    Section 7.01(a) of the Bank Credit Agreement and
    Section 7.01(a) of the Term Loan Credit Agreement for the
    fiscal year of the FMCAG ended as of the above date, together
    with the report and opinion of an independent certified public
    accountant required by such section[, have been electronically
    delivered to the Administrative Agent pursuant to the conditions
    set forth in Section 7.02 of the Credit Agreement and
    Section 7.02 of the Term Loan Credit Agreement].]



 



    [Use following paragraph 1 for fiscal quarter-end financial
    statements:]



 



    [1. [Attached hereto as Schedule 1 are the]
    [The unaudited financial statements required by
    Section 7.01(b) of the Bank Credit Agreement and
    Section 7.01(b) of the Term Loan Credit Agreement for the
    fiscal quarter of FMCAG ended as of the above date [have been
    electronically delivered to the Administrative Agent pursuant to
    the conditions set forth in Section 7.02 of the Bank
    Credit Agreement and Section 7.02 of the Term Loan
    Credit Agreement]. Such financial statements fairly present the
    financial condition, results of operations and cash flows of the
    Consolidated Group in accordance with GAAP as at such date and
    for such period, subject only to normal year-end audit
    adjustments and the absence of footnotes.]



 



    2. The undersigned has reviewed and is familiar with the
    terms of the Bank Credit Agreement and the Term Loan Credit
    Agreement and has made, or has caused to be made under
    his/her
    supervision, a detailed review of the transactions and condition
    (financial or otherwise) of FMCAG during the accounting period
    covered by the attached financial statements.



 



    3. A review of the activities of the Credit Parties during
    such fiscal period has been made under the supervision of the
    undersigned with a view to determining whether during such
    fiscal period each of the Credit Parties performed and observed
    all of the covenants applicable to it under the Credit Documents
    (as defined in the Bank Credit Agreement and the Term Loan
    Credit Agreement, respectively), and



 



    [select one:]





    

    40








 







    [to the best knowledge of the undersigned during such fiscal
    period, each Credit Party performed and observed each covenant
    and condition of the Credit Documents (as defined in the Bank
    Credit Agreement and the Term Loan Credit Agreement,
    respectively) applicable to it.]



 



     — or —



 



    [the following covenants or conditions have not been performed
    or observed and the following is a list of each such Default or
    Event of Default and its nature and status: [DESCRIBE].]



 



    4. The representations and warranties of the Credit Parties
    contained in Article VI of the Bank Credit Agreement
    and Article VI of the Term Loan Credit Agreement, or
    that are contained in any document furnished at any time under
    or in connection with the Credit Documents (as defined in the
    Bank Credit Agreement and the Term Loan Credit Agreement,
    respectively), are true and correct in all material respects on
    and as of the date hereof, except to the extent that such
    representations and warranties specifically refer to an earlier
    date, in which case they are true and correct in all material
    respects as of such earlier date, and except that for purposes
    of this Compliance Certificate, the representations and
    warranties contained in subsections (a) and (b) of
    Section 6.05 of the Bank Credit Agreement and
    subsections (a) and (b) of
    Section 6.05 of the Term Loan Credit Agreement shall
    be deemed to refer to the most recent statements furnished
    pursuant to subsections (a) and (b), respectively,
    of Section 7.01 of the Bank Credit Agreement and
    Section 7.01 of the Term Loan Credit Agreement,
    including the statements in connection with which this
    Compliance Certificate is delivered.



 



    5. The financial covenant and other covenant compliance
    analyses and information set forth on Schedule 2
    attached hereto are true and accurate in all material respects
    on and as of the date of this Compliance Certificate.



 



    6. Set forth below is a summary of all material changes in
    GAAP or in the consistent application thereof during the most
    recent fiscal quarter ending prior to the date hereof to the
    extent that such changes affect the numeric value of any
    financial ratio or requirement in the Bank Credit Agreement, the
    Term Loan Credit Agreement or the other Credit Documents (as
    defined in the Bank Credit Agreement and the Term Loan Credit
    Agreement, respectively), and a reconciliation between
    calculation of the financial covenants (and determination of the
    applicable pricing level under the definition of
    “Applicable Percentage”) before and after giving
    effect to such changes:





    

    41








 







    IN WITNESS WHEREOF, the undersigned has executed this Compliance
    Certificate as
    of          ,          .



 



    FRESENIUS MEDICAL CARE AG & Co. KGaA, a German
    partnership limited by shares, represented by FRESENIUS
    MEDICAL CARE MANAGEMENT AG, a German corporation, its
    general partner



 



    By:
    ­
    ­









    Name:




    Title:



 



    By:
    ­
    ­




    Name:




    Title:





    

    42








 








    Schedule 1

    to Compliance Certificate

    

    FINANCIAL STATEMENTS

    

    See
    attached.
    





    

    43








 








    Schedule 2

    to Compliance Certificate

    

    COVENANT COMPLIANCE ANALYSES AND INFORMATION



 




    FINANCIAL
    COVENANTS:
    



 


	 	 	 	 	 	 	 
	
    I. Section 8.11(a) — Consolidated Leverage
    Ratio:

	

    A.


	
 
	
    Consolidated Funded Debt
	
 
	
 
	
 
	
 

	
 
	
 
	
    1. All obligations for borrowed money, whether current or
    long-term (including the Obligations), and all obligations
    evidenced by bonds, debentures, notes, loan agreements or other
    similar instruments (excluding Indebtedness in respect of
    convertible bonds referred to in Section 8.03(g))
	
 
	
    $
	
         
	
 

	
 
	
 
	
    2. All purchase money indebtedness (including indebtedness
    and obligations in respect of conditional sales and title
    retention arrangements, except for customary conditional sales
    and title retention arrangements with suppliers that are entered
    into in the ordinary course of business) and all indebtedness
    and obligations in respect of the deferred purchase price of
    property or services (other than trade accounts payable incurred
    the ordinary course of business and payable on customary trade
    terms)
	
 
	
    $
	
 
	
 

	
 
	
 
	
    3. All obligations under financial letters of credit issued
    to support tax obligations of FMCH and its subsidiaries for the
    payment of such obligations in connection with the settlement of
    claims related to the W.R. Grace bankruptcy
	
 
	
    $
	
 
	
 

	
 
	
 
	
    4. Attributable Principal Amount of capital leases and
    Synthetic Leases
	
 
	
    $
	
 
	
 

	
 
	
 
	
    5. Attributable Principal Amount of Securitization
    Transactions
	
 
	
    $
	
 
	
 

	
 
	
 
	
    6. All preferred stock and comparable equity interests
    providing for mandatory redemption, sinking fund or other like
    payments issued to a Person that is not a member of the
    Consolidated Group
	
 
	
    $
	
 
	
 

	
 
	
 
	
    7. Support Obligations in respect of Funded Debt of another
    Person
	
 
	
    $
	
 
	
 

	
 
	
 
	
    8. Funded Debt of any partnership or joint venture or other
    similar entity in which such Person is a general partner or
    joint venturer, and, as such, has personal liability for such
    obligations, but only to the extent there is recourse to such
    Person for payment thereof
	
 
	
    $
	
 
	
 

	
 
	
 
	
    9. Consolidated Funded Debt (sum of IA1 + IA2 + IA3 + IA4 +
    IA5 + IA6 + IA7 + IA8)
	
 
	
    $
	
 
	
 

	

    B.


	
 
	
    Pro Forma Effect
	
 
	
 
	
 
	
 

	
 
	
 
	
    1. Acquisitions
	
 
	
    $
	
 
	
 

	
 
	
 
	
    2. Dispositions
	
 
	
    $
	
 
	
 

	
 
	
 
	
    3. Pro Forma Effect (IB1 + IB2); provided, where the
    aggregate consideration paid or payable by any member of the
    Consolidated Group in connection with such Disposition or
    Acquisition is reasonably expected (taking the amount of cash
    and Cash Equivalents and the fair market value of any non-cash
    consideration paid or payable and the amount of debt assumed, as
    reasonably determined by FMCAG) to be $50 million or less, FMCAG
    may elect whether or not to make the adjustments otherwise
    required.
	
 
	
    $
	
 
	
 

	

    C.


	
 
	
    Up to $250 million in cash and Cash Equivalents held by the
    members of the Consolidated Group with Lenders and their
    Affiliates
	
 
	
 
	
 
	
 

	

    D.


	
 
	
    Difference of (IA9 + IB3) − IC
	
 
	
    $
	
 
	
 

	

    E.


	
 
	
    Consolidated EBITDA
	
 
	
 
	
 
	
 

	
 
	
 
	

    1. Consolidated Net Income


	
 
	
    $
	
 
	
 

	
 
	
 
	

        (a) Net income (or loss) for the
    Consolidated Group determined in accordance with GAAP


	
 
	
    $
	
 
	
 

	
 
	
 
	

        (b) Extraordinary gains or losses
    and related tax effects


	
 
	
    $
	

	
 






    

    44








 







	 	 	 	 	 	 	 
	
 
	
 
	

        (c) Gains and losses from
    discontinued operations and related tax effects


	
 
	
    $
	
 
	
 

	
 
	
 
	

        (d) Consolidated Net Income (sum of
    IE1a − (IE1b + IE1c))


	
 
	
    $
	
 
	
 

	
 
	
 
	

    2. To the extent deducted in determining net income,


	
 
	
    $
	
 
	
 

	
 
	
 
	

        (a) Consolidated Interest Expense
    (i.e. all interest expense, including the amortization of debt
    discount and premium, the interest component under Capital
    Leases and the implied interest component under Securitization
    Transactions, determined in accordance with GAAP)


	
 
	
    $
	
 
	
 

	
 
	
 
	

        (b) Tax expense based on income


	
 
	
    $
	
 
	
 

	
 
	
 
	

        (c) Depreciation, amortization and
    other non-cash charges (excluding restructuring charges which do
    not initially involve a cash payment but as for which there will
    be a subsequent cash payment)


	
 
	
    $
	
 
	
 

	
 
	
 
	

        (d) Up to $50 million in
    restructuing charges that will be paid in cash taken from the
    Closing Date through December 31, 2006


	
 
	
    $
	
 
	
 

	
 
	
 
	

        (e) Pro Forma Effect


	
 
	
 
	
 
	
 

	
 
	
 
	
             (i)   Acquisitions
	
 
	
    $
	
 
	
 

	
 
	
 
	
             (ii)  Dispositions
	
 
	
    $
	
 
	
 

	
 
	
 
	
             (iii)  Pro
    Forma Effect (IE2ei + IE2eii); provided, where the
    aggregate consideration paid or payable by any member of the
    Consolidated Group in connection with such Disposition or
    Acquisition is reasonably expected (taking the amount of cash
    and Cash Equivalents and the fair market value of any non-cash
    consideration paid or payable and the amount of debt assumed, as
    reasonably determined by FMCAG) to be $50 million or less, FMCAG
    may elect whether or not to make the adjustments otherwise
    required.
	
 
	
    $
	
 
	
 

	
 
	
 
	
        (f) Sum of IE2a + IE2b + IE2c +
    IE2d + IE2e
	
 
	
    $
	
 
	
 

	
 
	
 
	
    3. Consolidated EBITDA (sum of IE1d + IE2f)
	
 
	
    $
	
 
	
 

	

    Consolidated Leverage Ratio (ID / IE3)


	
 
	
 
	
         :1.0
	
 

	

    Maximum permitted for such quarter


	
 
	
 
	
    :1.0
	
 

	

    II. Section 8.11(b) — Consolidated Fixed
    Charge Coverage Ratio:



	

    A.


	
 
	
    Consolidated EBITDAR
	
 
	
 
	
 
	
 

	
 
	
 
	
    1. Consolidated EBITDA (line IE3)
	
 
	
    $
	
 
	
 

	
 
	
 
	
    2. Rent expense under operating leases
	
 
	
    $
	
 
	
 

	
 
	
 
	
    3. Pro Forma Effect
	
 
	
 
	
 
	
 

	
 
	
 
	
        (a) Acquisitions
	
 
	
    $
	
 
	
 

	
 
	
 
	
        (b) Dispositions
	
 
	
    $
	
 
	
 

	
 
	
 
	

        (c) Pro Forma Effect (IIA3a +
    IIA3b); provided, where the aggregate consideration paid
    or payable by any member of the Consolidated Group in connection
    with such Disposition or Acquisition is reasonably expected
    (taking the amount of cash and Cash Equivalents and the fair
    market value of any non-cash consideration paid or payable and
    the amount of debt assumed, as reasonably determined by FMCAG)
    to be $50 million or less, FMCAG may elect whether or not to
    make the adjustments otherwise required.


	
 
	
    $
	
 
	
 

	
 
	
 
	
    4. Consolidated EBITDAR (sum of IIA1 + IIA2 + IIA3(c))
	
 
	
    $
	
 
	
 

	

    B.


	
 
	
    Consolidated Fixed Charges
	
 
	
 
	
 
	
 

	
 
	
 
	
    1. Consolidated Interest Expense (line IE2(a))
	
 
	
    $
	
 
	
 

	
 
	
 
	
    2. Rent expense under operating leases
	
 
	
    $
	

	
 






    45








 







	 	 	 	 	 	 	 
	
 
	
 
	
    3. Scheduled maturities of Consolidated Funded Debt
    (excluding scheduled maturities and amortization of the AG Debt
    and the Schuldscheindarlehen (and any replacement or refinancing
    thereof), and schedule maturities and amortization, including
    the final bullet payment at maturity, during the period from one
    year from the final maturity date thereof in the case of the EIB
    Loan, the Trust Preferred Securities and the Loans under the
    Credit Agreement) paid in the applicable period (provided
    that refinancings and extensions shall not be considered
    payments or repayments for purposes hereof)
	
 
	
    $
	
 
	
 

	
 
	
 
	
    4. Without duplication, Restricted Payments made by FMCAG
    and payments by members of the Consolidated Group on any
    Subordinated Debt (other than the AG Debt) and Trust Preferred
    Securities
	
 
	
    $
	
 
	
 

	
 
	
 
	
    5. Cash tax payments based on income
	
 
	
    $
	
 
	
 

	
 
	
 
	
    6. Pro Forma Effect
	
 
	
 
	
 
	
 

	
 
	
 
	
        (a) Acquisitions
	
 
	
    $
	
 
	
 

	
 
	
 
	
        (b) Dispositions
	
 
	
    $
	
 
	
 

	
 
	
 
	

        (c) Pro Forma Effect (IIB6a +
    IIB6b); provided, where the aggregate consideration paid
    or payable by any member of the Consolidated Group in connection
    with such Disposition or Acquisition is reasonably expected
    (taking the amount of cash and Cash Equivalents and the fair
    market value of any non-cash consideration paid or payable and
    the amount of debt assumed, as reasonably determined by FMCAG)
    to be $50 million or less, FMCAG may elect whether or not to
    make the adjustments otherwise required.


	
 
	
    $
	
 
	
 

	
 
	
 
	
    7. Sum of IIB1 + IIB2 + IIB3 + IIB4 + IIB5 + IB6
	
 
	
    $
	
 
	
 

	
 
	
 
	
    8. Amounts paid as a result of the audit of the German tax
    liability of FMCAG in respect of deductions taken in respect of
    the writing down of FMCAG’s investment in certain
    subsidiaries for German tax purposes only as of December 31,
    1997, to the extent accrued as of or before December 31, 2002,
    adjusted for currency fluctuations, and interest thereon
	
 
	
    $
	
 
	
 

	
 
	
 
	
    9. Payments made in connection with non-recurring charges
    taken during the year ending December 31, 2001 by members of the
    Consoldiated Group in an aggregate amount not to exceed $258
    million with respect to:
	
 
	
 
	
 
	
 

	
 
	
 
	

        (a) Claims of FMCAG or any of its
    Subsidiaries against WRG-Conn or its Affiliates, successors or
    assigns relating to the Reorganization or arising from the
    Reorganization Documents


	
 
	
    $
	
 
	
 

	
 
	
 
	

        (b) Other costs relating directly
    or indirectly, or arising from, the Reorganization or the
    conduct of the business of FMCH or to its Subsidiaries before
    the consummation of the Reorganization, in each case, together
    with related costs and expenses


	
 
	
    $
	
 
	
 

	
 
	
 
	

        (c) Sum of IB9a +IB9b


	
 
	
    $
	
 
	
 

	
 
	
 
	
    10. Consolidated Fixed Charges (sum of IIB7 −
    (IIB8 + IIB9c)
	
 
	
    $
	
 
	
 

	

    Consolidated Fixed Charge Coverage Ratio (IIA4 / IIB10)


	
 
	
 
	
    :1.0
	
 

	

    Minimum permitted for such fiscal quarter


	
 
	
 
	
    :1.0
	
 

	
    III. Section 8.11(c) — Consolidated Capital
    Expenditures:

	

    A.


	
 
	
    All cash expenditures that, in accordance with GAAP, are or
    should be included in addition to property, plant and equipment
    and similar items reflected in the consolidated statement of
    cash flows for such period
	
 
	
    $
	
 
	
 

	

    B.


	
 
	
    Expenditures of proceeds of insurance settlements, condemnation
    awards, and other settlements in respect of lost, destroyed,
    damaged or condemned assets, equipment or other property to the
    extent such expenditures are made to replace or repair such
    lost, destroyed, damaged, or condemned assets, equipment or
    other property or otherwise to acquire assets or properties
    useful in the business of the members of the Consolidated Group
	
 
	
    $
	

	
 






    46








 







	 	 	 	 	 	 	 
	

    C.


	
 
	
    Expenditures made on reinvestment of proceeds from Dispositions
    within the reinvestment period under Section 2.06(b)(ii)
	
 
	
    $
	
 
	
 

	

    D.


	
 
	
    Expenditures made in connection with a Permitted Acquisition
	
 
	
    $
	
 
	
 

	
 
	
 
	
    Consolidated Capital Expenditures (IIIA − (IIIB +
    IIIC + IIID))
	
 
	
    $
	
 
	
 

	
 
	
 
	
    Maximum permitted in the applicable fiscal year
	
 
	
    $
	
 
	
 

	

    OTHER COVENANTS:



	
    IV. Section 8.01 — Indebtedness:

	

    A.


	
 
	
    Section 8.01(e):  Indebtedness under capital leases,
    Synthetic Lease Obligations and purchase money obligations
    incurred to provide all or a portion of the purchase price (or
    cost of construction or acquisition), in each case, for capital
    assets and refinancings, refundings, renewals or extensions
    thereof, provided that (i) such Indebtedness when incurred shall
    not exceed the purchase price or cost of construction of such
    asset, (ii) no such Indebtedness shall be refinanced for a
    principal amount in excess of the principal balance outstanding
    thereon at the time of such refinancing, and (iii) for the
    Consolidated Group taken as a whole, the total amount of all
    such Indebtedness incurred after the Closing Date plus the
    Attributed Principal Amount of Sale and Leaseback Transactions
    entered into after the Closing Date that are not otherwise
    included in such Indebtedness shall not exceed $250 million in
    the aggregate at any time
	
 
	
    $
	
 
	
 

	

    B.


	
 
	
    Section 8.01(f):  Indebtedness and obligations under
    Permitted Receivables Financings, provided that the Attributed
    Principal Amount of all such Permitted Receivables Financings
    shall not exceed $1,000 million in the aggregate at any time
	
 
	
    $
	
 
	
 

	

    C.


	
 
	
    Section 8.01(g): senior Indebtedness of FMCAG and its
    Subsidiaries in an aggregate principal amount at any time
    outstanding of up to: (i) $1,000 million (or, to the extent that
    any such Indebtedness is denominated in Euros, and not counted
    in the amount included in clause (ii) below, the Dollar
    Equavalent thereof), plus (ii) an additional amount of €750
    million (or, to the extent that any such Indebtedness is
    denominated in Dollars, and not counted in the amount included
    in clause (i) above, the Euro Equivalent thereof)
	
 
	
    $
	
 
	
 

	

    D.


	
 
	
    Section 8.01(h):  senior Indebtedness of FMCAG and its
    Subsidaries incurred in connection with (i) repayment of the
    Trust Preferred Subdebt maturing 2011, and (ii) the payment or
    repayment of all or any portion of the Tranch B Term Loan,
    provided that, in either such case, such idebtedness is incurred
    within a twelve (12) month period beginning six (6) months
    before and ending six (6) months after the maturity date thereof
    or the date of such payment or prepayment, respectively
	
 
	
    $
	
 
	
 

	

    E.


	
 
	
    Section 8.01(k):  Indebtedness of FMCAG and its
    Subsidiaries owing to Fresenius AG and any of its Subsidiaries
    (other than FMCAG and its Subsidiaires) in an aggregate
    principal amount of such AG Debt not to exceed $400 million at
    any time outstanding
	
 
	
    $
	
 
	
 

	
    V. Section 8.02 — Liens:

	

    A.


	
 
	
    Section 8.02(q):  Liens created or deemed to exist by the
    establishment of trusts for the purpose of satisfying (i)
    Governmental Reimbursement Program Costs and (ii) other actions
    or claims pertaining to the same or related matters or other
    Medical Reimbursement Programs, provided in each case that (A)
    adequate reserves for such claims or actions have established
    and (B) contributions to such trusts in respect of such actions
    or claims shall not exceed $60 million at any time
	
 
	
    $
	
 
	
 

	

    B.


	
 
	
    Section 8.02(s): Liens other than those referred to in
    other subsections of Section 8.02, provided that (i) the
    aggregate amount of all Indebtedness secured thereby does not at
    any time exceed an amount equal to five percent (5%) of
    Consolidated Net Tangible Assets and (ii) the Liens does not
    cover or extend to any of the collateral pledged to secure the
    Obligations hereunder
	
 
	
    $
	

	
 






    47








 







	 	 	 	 	 	 	 
	
    VI. Section 8.03 — Investments:

	

    A.


	
 
	
    Section 8.03(g): Loans to employees, directors or
    officers in connection with the award of convertible bonds under
    a stock incentive plan, stock option plan or other equity-based
    compensation plan or arrangement in an aggregate amount not to
    exceed $20 million (net of Indebtedness owing by members of the
    Consolidated Group to such employees, directors or officers
    under convertible bonds) in the aggregate at any time outstanding
	
 
	
    $
	
 
	
 

	

    B.


	
 
	
    Section 8.03(h): Other advances or loans to directors,
    officers, employees or agents not to exceed $10 million in the
    aggregate at any one time outstanding
	
 
	
    $
	
 
	
 

	

    C.


	
 
	
    Section 8.03(i): Advances or loans to customers or
    suppliers that do not exceed $100 million in the aggregate at
    any one time outstanding
	
 
	
    $
	
 
	
 

	

    D.


	
 
	
    Section 8.03(o): Investments by FMCAG and its
    Subsidiaries in and to members of the Consolidated Group that
    are not otherwise permitted under subsections (l), (m) or (n) of
    Section 8.03 in an aggregate amount outstanding at any time
    (excluding those Investments permitted under subsections (d),
    (e) or (n) of Section 8.03 not to exceed 12% of consolidated
    total assets of the Consolidated Group, provided that
    where the Investment is a loan or advance, there shall be no
    contractual restriction or limitation on the repayment of such
    indebtedness
	
 
	
    $
	
 
	
 

	

    E.


	
 
	
    Section 8.03(p): Investments by FMCAG and its
    Subsidiaries in and to joint ventures or other entities in which
    FMCAG, directly or indirectly, owns less than a majority of the
    Capital Stock with ordinary voting power of such venture or
    entity; provided that (i) the aggregate principal amount
    of all such Investments under Section 8.03(p), shall not exceed
    $450 million at any time, and (ii) where the Investment is a
    loan or advance, there shall be no contractual restriction or
    limitation on the repayment of any such indebtedness
	
 
	
    $
	
 
	
 

	

    F.


	
 
	
    Section 8.03(q): Loans and advances by FMCAG and its
    Subsidiaries in Fresenius AG in an aggregate principal amount
    not to exceed $200 million, provided that (i) where Fresenius AG
    shall not own the requisite Capital Stock in FMCAG to allow it
    to provide consolidated financial statements with the
    Consolidated Group under GAAP, then the aggregate principal
    amount of such loans and advances shall not exceed $100 million
    and (ii) there shall be no contractual restriction or limitation
    on the repayment of any such indebtedness
	
 
	
    $
	
 
	
 

	

    G.


	
 
	
    Section 8.03(s): Other loans, advances or investments of
    a nature not contemplated in the other subsections of Section
    8.03 in an amount not to exceed $50 million in the aggregate at
    any time outstanding
	
 
	
    $
	
 
	
 

	
    VII. Section 8.05 — Dispositions:

	

    A.


	
 
	
    Section 8.05(h): Dispositions not otherwise permitted
    under Section 8.05, provided that (i) the aggregate book
    value of property so sold or otherwise disposed of under Section
    8.05(h) in any given fiscal year shall not exceed an amount
    equal to (A) for fiscal year 2006, 7.5% of Consolidated Net
    Worth as of December 31, 2005 and (B) for fiscal year 2007 and
    each fiscal year thereafter, 5% of Consolidated Net Worth as of
    the end of the fiscal year immediately preceding the date of
    determination, (ii) no Default or Event of Default shall then
    exist or would result therefrom after giving effect thereto on a
    Pro Forma Basis, (iii) at least 70% of the consideration
    received in connection with such Disposition shall be in the
    form of cash or Cash Equivalents and (iv) the Net Cash Proceeds
    therefrom shall be applied in accordance with the provisions of
    Section 2.06(c)
	
 
	
    $
	
 
	
 

	
    VII. Section 8.06 — Restricted
    Payments:

	

    A.


	
 
	
    Section 8.06: Restricted Payments (made in the applicable
    calendar year) permitted under Section 8.06, provided
    that (a) no Default or Event of Default shall exist after giving
    effect thereto on a Pro Forma Basis and (b) the aggregate amount
    of Restricted Payments in any calendar year shall not in any
    event exceed the amount set out in Schedule 8.06
	
 
	
    $
	
 
	
 

	
 
	
 
	
    Maximum permitted in applicable calendar year
	
 
	
    $
	

	
 











    48