Fresenius Medical Care Corp Sample Contracts

Fresenius Medical Care Corp – TRANSFER AND ADMINISTRATION AGREEMENT (November 3rd, 2005)

THIS AMENDMENT NO. 4 (this “Amendment”) dated as of October 20, 2005 is entered into by and among (i) NMC FUNDING CORPORATION, a Delaware corporation (the “Transferor”), (ii) NATIONAL MEDICAL CARE, INC., a Delaware corporation, as collection agent (the “Collection Agent”), (iii) the “Conduit Investors,” “Bank Investors” and “Administrative Agents” identified on the signature pages hereto and (iv) WESTLB AG, NEW YORK BRANCH, as agent (the “Agent”).

Fresenius Medical Care Corp – AMENDMENT Dated as of October 20, 2005 to RECEIVABLES PURCHASE AGREEMENT Dated as of August 28, 1997 (November 3rd, 2005)

THIS AMENDMENT (this “Amendment”) dated as of October 20, 2005 is entered into by and between NMC FUNDING CORPORATION, a Delaware corporation, as Purchaser (the “Purchaser”) and NATIONAL MEDICAL CARE, INC., a Delaware corporation, as Seller (the “Seller”).

Fresenius Medical Care Corp – ARTICLES OF ASSOCIATION (August 5th, 2005)
Fresenius Medical Care Corp – FRESENIUS AKTIENGESELLSCHAFT ELSE-KRÖNER STRASSE 1 61352 BAD HOMBURG v.d.H GERMANY (July 1st, 2005)

We refer to (i) the Pooling Agreement dated as of September 27, 1996 (the “Ordinary Shares Pooling Agreement”) among Fresenius AG (“Fresenius AG”), Fresenius Medical Care AG (“FMC AG”) and Messrs. Walter L. Weisman and Donald L. Staheli, and (ii) the Preference Shares Pooling Agreement dated as of November 27, 1996 (the “Preference Shares Pooling Agreement” and, together with the Ordinary Shares Pooling Agreement, the “Pooling Agreements”) among Fresenius AG, FMC AG and Messrs. Walter L. Weisman and Donald L. Staheli. Capitalized terms used in this Agreement without definition shall have the respective meanings set forth in the Pooling Agreements.

Fresenius Medical Care Corp – TRANSFER AND ADMINISTRATION AGREEMENT (May 5th, 2005)

THIS AMENDMENT NO. 3 (this “Amendment”) dated as of January 1, 2005 is entered into by and among (i) NMC FUNDING CORPORATION, a Delaware corporation (the “Transferor”), (ii) NATIONAL MEDICAL CARE, INC., a Delaware corporation, as collection agent (the “Collection Agent”), (iii) the “Conduit Investors,” “Bank Investors” and “Administrative Agents” identified on the signature pages hereto and (iv) WESTLB AG, NEW YORK BRANCH, as agent (the “Agent”).

Fresenius Medical Care Corp – SECOND AMENDMENT TO (May 5th, 2005)

By this Allonge (this “Allonge”), to the Subordinated Loan Note dated as of May 18, 1999 by the undersigned Borrowers in favor of Fresenius AG, a German corporation, in the maximum principal amount of $400,000,000 (as amended by an Allonge dated as of September 29, 2003, the “Note”) the Borrowers and the Lender hereby agree as follows:

Fresenius Medical Care Corp – AGREEMENT Dated as of May 3, 2005, Among FRESENIUS MEDICAL CARE AG, (May 5th, 2005)

WHEREAS the respective boards of directors of FME, Sub and Rome have approved the merger (the “Merger”) of Sub into Rome on the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of common stock, par value $0.01 per share, of Rome (the “Rome Common Stock”) not owned by FME, Sub or Rome shall be converted into the right to receive the Merger Consideration (as defined in Section 2.01);

Fresenius Medical Care Corp – AMENDMENT NO. 2 Dated as of October 21, 2004 to THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of October 23, 2003 (November 12th, 2004)

THIS AMENDMENT NO. 2 (this “Amendment”) dated as of October 21, 2004 is entered into by and among (i) NMC FUNDING CORPORATION, a Delaware corporation (the “Transferor”), (ii) NATIONAL MEDICAL CARE, INC., a Delaware corporation, as collection agent (the “Collection Agent”), (iii) the “Conduit Investors,” “Bank Investors” and “Administrative Agents” identified on the signature pages hereto and (iv) WESTLB AG, NEW YORK BRANCH, as agent (the “Agent”).

Fresenius Medical Care Corp – AMENDMENT TO (September 30th, 2004)

Exhibit 10.1 AMENDMENT TO SUBORDINATED LOAN NOTE By this Allonge (this "ALLONGE"), to the Subordinated Loan Note dated as of May 18, 1999 by the undersigned Borrowers in favor of Fresenius AG, a German corporation, in the maximum principal amount of $400,000,000 (the "NOTE") the Borrowers and the Lender hereby agree as follows: 1. All capitalized terms used herein without definition shall have the meanings assigned thereto in the Note. 2. The reference to "September 30, 2003" in paragraph 2 of the Note is amended and replaced by a reference to "October 31, 2007". 3. All references to the NMC Credit Agreement shall mean and include a reference to the Amended and Restated Credit Agreement dated as of February 21, 2003 among FMC, Fresenius Medical Care Holdings, Inc., the other Borrowers and Guarantors, identified therein, Bank of America, N.A., as Administrative Agent and the other agents identifi

Fresenius Medical Care Corp – AMENDMENT TO (August 11th, 2004)

Exhibit 10.1 AMENDMENT TO SUBORDINATED LOAN NOTE By this Allonge (this "ALLONGE"), to the Subordinated Loan Note dated as of May 18, 1999 by the undersigned Borrowers in favor of Fresenius AG, a German corporation, in the maximum principal amount of $400,000,000 (the "NOTE") the Borrowers and the Lender hereby agree as follows: 1. All capitalized terms used herein without definition shall have the meanings assigned thereto in the Note. 2. The reference to "September 30, 2003" in paragraph 2 of the Note is amended and replaced by a reference to "October 31, 2007". 3. All references to the NMC Credit Agreement shall mean and include a reference to the Amended and Restated Credit Agreement dated as of February 21, 2003 among FMC, Fresenius Medical Care Holdings, Inc., the other Borrowers and Guarantors, identified therein, Bank of America, N.A., as Administrative Agent and the other agents identifi

Fresenius Medical Care Corp – AMENDED AND RESTATED CREDIT AGREEMENT (May 12th, 2004)

Exhibit 10.1 Published CUSIP Number: 35803CAA6 AMENDMENT NO. 2 DATED AS OF MAY 7, 2004 TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 21, 2003 AMONG FRESENIUS MEDICAL CARE HOLDINGS, INC., A NEW YORK CORPORATION, FRESENIUS MEDICAL CARE AG, A GERMAN CORPORATION, AND THE OTHER BORROWERS AND GUARANTORS IDENTIFIED THEREIN, THE LENDERS IDENTIFIED THEREIN, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT BANC OF AMERICA SECURITIES LLC

Fresenius Medical Care Corp – DESCRIPTION OF THE POOLING AGREEMENTS (March 18th, 2003)

EXHIBIT 10.2 EXCERPT FROM PROSPECTUS DATED JULY 20, 2000 OF FRESENIUS MEDICAL CARE AG DESCRIPTION OF THE POOLING AGREEMENTS The following is a summary of the material provisions of the Ordinary shares pooling agreement, dated as of September 27, 1996 among Fresenius AG, our independent directors as agents of the minority holders of Ordinary shares, and us, and the Preference shares pooling agreement dated November 27, 1996 which was entered into among Fresenius AG, our independent directors as agents of the holders of Preference shares, and us. GENERAL We entered into the Ordinary shares pooling agreement for the benefit of all persons who, from time to time, beneficially own our Ordinary shares or ADSs evidencing our Ordinary shares, other than Fresenius AG and its affiliates or their agents and representatives. These persons are known as the minority holders of our Ordinary s

Fresenius Medical Care Corp – REGISTRATION RIGHTS AGREEMENT (August 2nd, 2001)

1 EXHIBIT 10.39 A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 15, 2001 BY AND AMONG FRESENIUS MEDICAL CARE CAPITAL TRUST V FRESENIUS MEDICAL CARE AG FMC TRUST FINANCE S.A.R.L. LUXEMBOURG-III FRESENIUS MEDICAL CARE HOLDINGS, INC. FRESENIUS MEDICAL CARE DEUTSCHLAND GMBH AND CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED DEUTSCHE BANK AG LONDON DRESDNER BANK AG LONDON BRANCH J.P. MORGAN SECURITIES LTD. BANC OF AMERICA SECURITIES LLC SCOTIA CAP

Fresenius Medical Care Corp – SENIOR SUBORDINATED INDENTURE (August 2nd, 2001)

1 EXHIBIT 4.47 FMC TRUST FINANCE S.a.r.l. LUXEMBOURG-III Issuer STATE STREET BANK AND TRUST COMPANY Trustee FRESENIUS MEDICAL CARE AG Company and a Guarantor FRESENIUS MEDICAL CARE HOLDINGS, INC. AND FRESENIUS MEDICAL CARE DEUTSCHLAND GmbH Guarantors SENIOR SUBORDINATED INDENTURE DATED AS OF JUNE 15, 2001 with respect to the issuance of E300,300,000 IN AGGREGATE PRINCIPAL AMOUNT OF 7 7/8% SENIOR SUBORDINATED NOTES DUE 2011 2 TABLE OF CONTENTS

Fresenius Medical Care Corp – FIRST AMENDMENT TO DECLARATION OF TRUST (August 2nd, 2001)

1 EXHIBIT 4.42 FIRST AMENDMENT TO DECLARATION OF TRUST OF FRESENIUS MEDICAL CARE CAPITAL TRUST IV FIRST AMENDMENT TO DECLARATION OF TRUST ("First Amendment") dated and effective as of June 5, 2001 by the "Trustees," the "Original Sponsor" and the "New Sponsor" (each as defined herein) WHEREAS, FMC Trust Finance Luxembourg S.a.r.l. Luxembourg, (the "Original Sponsor"), a Luxembourg private limited company (Societe a responsibilite limitee), Dr. Ben Lipps (the "Company Trustee") and First Union Trust Company, National Association, not in its individual capacity, but solely as Delaware Trustee, (the "Delaware Trustee" and, collectively with Dr. Lipps, the "Trustees") are parties to a Declaration of Trust dated February 12, 1998 (the "Declaration") creating Fresenius Medical Care Capital Trust IV (the

Fresenius Medical Care Corp – GUARANTEE AGREEMENT (August 2nd, 2001)

1 EXHIBIT 4.49 EXECUTION COPY ================================================================================ GUARANTEE AGREEMENT Between FRESENIUS MEDICAL CARE AG (as Guarantor) AND STATE STREET BANK AND TRUST COMPANY (as Trustee) dated as of June 15, 2001 ================================================================================ 2 CROSS-REFERENCE TABLE* SECTION OF SECTION OF TRUST INDENTURE ACT

Fresenius Medical Care Corp – AMENDMENT NO. 12 (August 2nd, 2001)

1 EXHIBIT 4.14 AMENDMENT NO. 12 THIS AMENDMENT NO. 12, dated as of June 30, 2001 (the "Amendment") relating to the Credit Agreement referenced below, by and among NATIONAL MEDICAL CARE, INC., a Delaware corporation, certain subsidiaries and affiliates party to the Credit Agreement and identified on the signature pages hereto, and BANK OF AMERICA, N.A., (formerly known as NationsBank, N.A), as Paying Agent for and on behalf of the Lenders. Terms used but not otherwise defined shall have the meanings provided in the Credit Agreement. W I T N E S S E T H WHEREAS, a $2.5 billion credit facility has been extended to National Medical Care, Inc. and certain subsidiaries and affiliates pursuant to the terms of that Credit Agreement dated as of September 27, 1996 (as amended and modified, the "Credit Agreement") among National Medical Care,

Fresenius Medical Care Corp – AMENDMENT NO. 11 (August 2nd, 2001)

1 EXHIBIT 4.13 AMENDMENT NO. 11 THIS AMENDMENT NO. 11, dated as of May 31, 2001 (the "Amendment") relating to the Credit Agreement referenced below, by and among NATIONAL MEDICAL CARE, INC., a Delaware corporation, certain subsidiaries and affiliates party to the Credit Agreement and identified on the signature pages hereto, and BANK OF AMERICA, N.A., (formerly known as NationsBank, N.A), as Paying Agent for and on behalf of the Lenders. Terms used but not otherwise defined shall have the meanings provided in the Credit Agreement. W I T N E S S E T H WHEREAS, a $2.5 billion credit facility has been extended to National Medical Care, Inc. and certain subsidiaries and affiliates pursuant to the terms of that Credit Agreement dated as of September 27, 1996 (as amended and modified, the "Credit Agreement") among National Medical Care, I

Fresenius Medical Care Corp – AGREEMENT AS TO EXPENSES AND LIABILITIES (August 2nd, 2001)

1 EXHIBIT 4.51 AGREEMENT AS TO EXPENSES AND LIABILITIES AGREEMENT dated as of June 15, 2001, between Fresenius Medical Care AG, a corporation organized under the laws of Germany (the "Company"), and Fresenius Medical Care Capital Trust V, a Delaware business trust (the "Trust"). WHEREAS, the Trust intends to issue its Common Securities (the "Common Securities") to the Company and receive 7 3/8% Senior Subordinated Notes ("Notes"; such term, for the purposes of this Agreement shall include, where applicable the Exchange Securities as such term is defined in the Indenture) from FMC Trust Finance S.a.r.l. Luxembourg-III (the "Issuer") and to issue and sell 7 3/8% Preferred Securities (the "Preferred Securities"; such term, for the purposes of this Agreement, shall include, when applicable, the Exchange Preferred Securities) with such powers, preferences and speci

Fresenius Medical Care Corp – REGISTRATION RIGHTS AGREEMENT (August 2nd, 2001)

1 EXHIBIT 10.38 A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 6, 2001 BY AND AMONG FRESENIUS MEDICAL CARE CAPITAL TRUST IV FRESENIUS MEDICAL CARE AG FMC TRUST FINANCE S.A.R.L. LUXEMBOURG-III FRESENIUS MEDICAL CARE HOLDINGS, INC. FRESENIUS MEDICAL CARE DEUTSCHLAND GMBH AND BANC OF AMERICA SECURITIES LLC DRESDNER KLEINWORT WASSERSTEIN - GRANTCHESTER, INC. DEUTSCHE BANK ALEX BROWN INC. MORGAN STANLEY & CO. INCORPORATED 2 This Registration Rights Agreement (this "Agreement") is m

Fresenius Medical Care Corp – AGREEMENT AS TO EXPENSES AND LIABILITIES (August 2nd, 2001)

1 EXHIBIT 4.50 AGREEMENT AS TO EXPENSES AND LIABILITIES AGREEMENT dated as of June 6, 2001, between Fresenius Medical Care AG, a corporation organized under the laws of Germany (the "Company"), and Fresenius Medical Care Capital Trust IV, a Delaware business trust (the "Trust"). WHEREAS, the Trust intends to issue its Common Securities (the "Common Securities") to the Company and receive 7 7/8% Senior Subordinated Notes ("Notes"; such term, for the purposes of this Agreement shall include, where applicable the Exchange Securities as such term is defined in the Indenture) from FMC Trust Finance S.a.r.l. Luxembourg-III (the "Issuer") and to issue and sell 7 7/8% Preferred Securities (the "Preferred Securities"; such term, for the purposes of this Agreement, shall include, when applicable, the Exchange Preferred Securities) with such powers, preferences and speci

Fresenius Medical Care Corp – 2001 INTERNATIONAL STOCK INCENTIVE PLAN (August 2nd, 2001)

1 EXHIBIT 10.17 NORR STIEFENHOFER LUTZ FRESENIUS MEDICAL CARE AKTIENGESELLSCHAFT 2001 INTERNATIONAL STOCK INCENTIVE PLAN 2 2 TABLE OF CONTENTS 1. PREAMBLE AND PURPOSE 4 2. TERM OF THE PLAN 4 3. CONVERTIBLE BOND 4 4. PARTICIPANTS

Fresenius Medical Care Corp – GUARANTEE AGREEMENT (August 2nd, 2001)

1 EXHIBIT 4.48 ================================================================================ GUARANTEE AGREEMENT Between FRESENIUS MEDICAL CARE AG (as Guarantor) AND STATE STREET BANK AND TRUST COMPANY (as Trustee) dated as of June 6, 2001 ================================================================================ 2 CROSS-REFERENCE TABLE* SECTION OF SECTION OF TRUST INDENTURE ACT GUARANTEE OF 1939. AS AMENDED

Fresenius Medical Care Corp – SENIOR SUBORDINATED INDENTURE (August 2nd, 2001)

1 EXHIBIT 4.46 FMC TRUST FINANCE S.a.r.l. LUXEMBOURG-III Issuer STATE STREET BANK AND TRUST COMPANY Trustee FRESENIUS MEDICAL CARE AG Company and a Guarantor FRESENIUS MEDICAL CARE HOLDINGS, INC. AND FRESENIUS MEDICAL CARE DEUTSCHLAND GMBH Guarantors SENIOR SUBORDINATED INDENTURE DATED AS OF JUNE 6, 2001 with respect to the issuance of $225,225,000 IN AGGREGATE PRINCIPAL AMOUNT OF 7 7/8% SENIOR SUBORDINATED NOTES DUE 2011 2 TABLE OF CONTENTS