exv10w3






Exhibit 10.3




AMENDMENT NO. 5




     THIS AMENDMENT NO. 5, dated as of July 6, 2011 (this “Amendment”), of those certain
Credit Agreements referenced below is by and among FRESENIUS MEDICAL CARE AG & Co. KGaA, a German
partnership limited by shares (“FMCAG”), FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York
corporation (“FMCH”), and the other Borrowers identified herein, the Guarantors identified
herein, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized
terms used but not otherwise defined herein shall have the meanings provided in the Bank Credit
Agreement.



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;



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



          1.1 In Section 1.01 (Defined Terms), the following defined terms are amended or added to read
as follows:





     “Amendment No. 5” means that certain Amendment No. 5 to this Credit Agreement
dated as of the Amendment No. 5 Effective Date.




     “Amendment No. 5 Effective Date” means July 6, 2011.



          1.2 In Section 1.01 (Defined Terms), in the definition of “Permitted Acquisition”,





          (a) in clause (i) the reference to “$300 million” is amended and increased to read
“$600 million”; and




          (b) in clause (ii) the reference to “$750 million” is amended and increased to read
“$1.5 billion”.





 









 




          1.3 The first sentence of Section 3.01 (Taxes) is amended and restated to read as follows:



          Except as provided below, any and all payments by the Borrowers to or for the account of the
Administrative Agent or any Lender under any Credit Document shall be made free and clear of and
without deduction for any and all present or future taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of the Administrative Agent and each Lender and any of their respective
Affiliates, (i) taxes imposed on or measured by overall net income, and any franchise taxes, branch
taxes, taxes on doing business or taxes on overall capital or net worth imposed (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which
the Administrative Agent, such Lender or any of their respective Affiliates, as the case may be, is
organized or maintains a lending office or in which its principal executive office is located and
(ii) any taxes imposed as a result of the relevant Administrative Agent, Lender or their
Affiliate’s failure to comply with Sections 1471 through 1474 of the Internal Revenue Code, any
regulations promulgated thereunder or any published administrative guidance implementing such law
to establish relief or exemption from the tax imposed by those provisions (all such non-excluded
taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as “Taxes”).




          1.4 Clause (iii) of Section 8.01(e) is hereby amended to read as follows:




          (iii) for the Consolidated Group taken as a whole, the total amount of all such Indebtedness
incurred after the Closing Date (other than unsecured deferred purchase price obligations to the
extent reported under Section 8.01(g)) 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




          1.5 Section 8.06 (Restricted Payments) is amended to read as follows:





     Section 8.06 Restricted Payments. FMCAG will not make or permit any Restricted
Payment, except, so long as no Default or Event of Default shall exist immediately before or
immediately after giving effect thereto on a Pro Forma Basis, for the following:




     (a) the purchase, redemption or other acquisition of shares of its common stock
or other common equity interests, or warrants and options in respect thereof, in an
aggregate amount of up to €200 million in any calendar year; provided,
however, that so long as no Default or Event of Default has occurred and is
continuing or would result from such expenditure, any portion of the amount set
forth above, if not expended in the calendar year for which it is permitted above,
may be carried over for such purchases, redemptions or other acquisitions in
subsequent calendar years; and




     (b) other Restricted Payments in an aggregate amount not to exceed the amount
set out in Schedule 8.06 in any calendar year.



          1.6 The first sentence of Section 11.15 (a)(i) is hereby amended to read as follows:





Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of
the Internal Revenue Code (a “Foreign Lender”) shall deliver to the Administrative
Agent, prior to receipt of any payment under this Credit Agreement or any Note (or upon
accepting an assignment of an interest herein), (A) two duly signed completed copies of either
IRS Form W-8BEN or any




2









 




successor thereto (relating to such Foreign Lender and entitling it to a
complete exemption from any United States withholding tax on any payments to be made to such
Foreign Lender by the Borrowers
 pursuant to this Credit Agreement) or IRS Form W-8ECI or any successor thereto (relating to all
payments to be made to such Foreign Lender by the Borrowers pursuant to this Credit Agreement
being subject to full United States income tax) or such other evidence satisfactory to the
Borrowers and the Administrative Agent that such Foreign Lender is entitled to a complete
exemption from United States withholding tax, including any exemption pursuant to Section 881(c)
of the Internal Revenue Code, (B) two duly signed completed copies of IRS Form W-8, or
applicable successor form, certifying that it is entitled to an exemption from United States
backup withholding tax and (C) such documentation reasonably requested by the Administrative
Agent or the Borrowers sufficient for the Administrative Agent and the Borrowers to comply with
their obligations under Sections 1471 through 1474 of the Internal Revenue Code and to determine
whether payments to such Lender are subject to withholding tax under Sections 1471 through 1474
of the Internal Revenue Code.



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





     2.1 Clause (ii)(B) of the proviso to Section 2.01(a) is amended to read as follows:




     (B) the aggregate principal amount of Revolving Obligations in Foreign Currencies shall not
exceed the sum of (i) FOUR HUNDRED MILLION DOLLARS ($400,000,000) plus (ii) THREE HUNDRED
MILLION EURO (€300,000,000) (as such amount may be decreased in accordance with the
provisions hereof, the “Aggregate Foreign Revolving Committed Amount”), and




     2.2 Subsections (a) and (b) of Section 1.07 (Exchange Rates; Currency Equivalents) are
amended to read as follows:




     (a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date
to be used for calculating Dollar Equivalent (or in the case of Section
2.01(a)(ii)(B), Euro Equivalent) amounts of Credit Extensions and Outstanding Amounts
denominated in Foreign Currencies; provided that (i) the Foreign Swing Line Lender
may make such determinations with respect to the Foreign Swing Line Loans, (ii) if a Lender
is acting as Competitive Bid Agent, such Competitive Bid Agent may make such determinations
with respect to Competitive Bid Loans and (iii) in any event, the Foreign Swing Line Lender
and the Competitive Bid Agent (whether a Lender or FMCH) may rely on the most recent Spot
Rate determined by the Administrative Agent. Such Spot Rates shall become effective as of
such Revaluation Date and shall be the Spot Rates employed in converting any amounts between
the applicable currencies until the next Revaluation Date to occur.




     (b) Wherever in this Credit Agreement in connection with a Borrowing, conversion,
continuation or prepayment of a Loan or the issuance of a Letter of Credit, an amount, such
as a required minimum or multiple amount, is expressed in Dollars (or in the case of
Section 2.01(a)(ii)(B), Euro), but such Borrowing, Loan or Letter of Credit is
denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency
Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign
Currency), (or in the case of Section 2.01 (a)(ii)(B), the Euro Equivalent) as
determined in each case by the Administrative Agent; provided that (i) the Foreign
Swing Line Lender may make such determinations with respect to the Foreign Swing Line Loans
and (ii) if a Lender is acting as Competitive Bid Agent, such Competitive Bid Agent may make
such determinations with respect to Competitive Bid Loans.



3









 





          Section 3. 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:





     3.1 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 Revolving Lenders, and (iv) the Required
Lenders.




     3.2 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 1 and Section
2 of this Amendment have been met and will confirm that those provisions are effective. The
provisions of Section 1 and Section 2 of this Amendment shall not be effective
until the Administrative Agent shall have given such confirmation.




     Section 4. Representations and Warranties. 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 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.



     Section 5. 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 agrees that this Amendment and all documents executed in
connection herewith do not operate to reduce or discharge any Guarantor’s obligations under the
Credit Documents, except as expressly set forth therein.



     Section 6. 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.




4









 




     Section 7. 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 8. 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 9. Credit Document. Each of the parties hereto hereby agrees that this
Amendment is a Credit Document.



     Section 10. 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]






5









 








     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]




 









 





	 	 	 	 	 	 	 

	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/ Michael Brosnan
 

	 	 
	 

	 	Name:
	 	Michael Brosnan	 	 
	 

	 	Title:
	 	Member of the Management Board	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kent Wanzek
 

	 	 
	 

	 	Name:
	 	Kent Wanzek	 	 
	 

	 	Title:
	 	Member of the Management Board	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT




 









 





	 	 	 	 	 	 	 	 	 

	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/ Rainer Runte
 

	 	 
	 

	 	 	 	Name:
	 	Dr. Rainer Runte	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT





 









 








	 	 	 	 	 	 	 

	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	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT




 









 





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	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT




 









 





	 	 	 	 	 	 	 

	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	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT




 









 





	 	 	 	 	 	 	 

	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	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT




 









 





	 	 	 	 	 	 	 

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

	 	By:
	 	/s/ Andrea Stopper
 

	 	 
	 

	 	Name:
	 	Dr. Andrea Stopper	 	 
	 

	 	Title:
	 	Authorized Representative	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT




 









 





	 	 	 	 	 	 	 

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

	 	By:
	 	/s/ Gabriele Dux
 

	 	 
	 

	 	Name:
	 	Gabriele Dux	 	 
	 

	 	Title:
	 	Director	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT




 









 





	 	 	 	 	 	 	 

	GUARANTORS:	 	FRESENIUS MEDICAL CARE DEUTSCHLAND GmbH, a
German limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alexandra Dambeck
 

	 	 
	 

	 	Name:
	 	Alexandra Dambeck	 	 
	 

	 	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/ Emanuele Gatti
 

	 	 
	 

	 	Name:
	 	Dr. Emanuele Gatti	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rainer Runte
 

	 	 
	 

	 	Name:
	 	Dr. Rainer Runte	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	FRESENIUS MEDICAL CARE US
BETEILIGUNGSGESELLSCHAFT mbH, a German limited
liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rainer Runte
 

	 	 
	 

	 	Name:
	 	Dr. Rainer Runte	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	FRESENIUS MEDICAL CARE GmbH, a German limited
liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gunther Klotz
 

	 	 
	 

	 	Name:
	 	Gunther Klotz	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sabine Borst
 

	 	 
	 

	 	Name:
	 	Dr. Sabine Borst	 	 
	 

	 	Title:
	 	Managing Director	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT




 









 





	 	 	 	 	 	 	 	 	 

	GUARANTORS:	 	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/ Rainer Runte	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Dr. Rainer Runte	 	 
	 	 	Title:	 	Managing Director	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT




 









 





	 	 	 	 	 	 	 

	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	 	 






AMENDMENT NO. 5 TO BANK CREDIT AGREEMENT AND

TERM LOAN CREDIT AGREEMENT