FRESENIUS MEDICAL CARE AG & CO. KGaA AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement (For Preference Bearer Shares) Dated as of February 26, 2007Deposit Agreement • February 23rd, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of February 26, 2007, among Fresenius Medical Care AG & Co. KGaA, a partnership limited by shares (Kommanditgesellschaft auf Aktien) organized under the laws of the Federal Republic of Germany and registered with the commercial register of the local court (Amtsgericht) of Hof an der Saale, Germany under the registration number HRB 4019 (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Shares issued hereunder.
AMENDMENT FOR LEASE AGREEMENT FOR MANUFACTURING FACILITIESLease Agreement • February 23rd, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec
Whereas, as part of the formation of Fresenius Medical Care in 1996, the Landlord and the Tenant (hereinafter together referred to as “the Parties”) entered into a Lease Agreement for Manufacturing Facilities for the leased space in Schweinfurt, Hafenstrasse 9, dated September 30, 1996 (hereinafter referred to as “the Lease Agreement”);
AMENDMENT FOR LEASE AGREEMENT FOR OFFICE BUILDINGSLease Agreement for Office Buildings • February 23rd, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec
Whereas, as part of the formation of Fresenius Medical Care in 1996, the Landlord and the Tenant (hereinafter together referred to as “the Parties”) entered into a Lease Agreement for Office Buildings dated September 30, 1996 and amended for the leased space in Bad Homburg, Else-Kröner-Strasse 1, on December 15, 1999 (hereinafter referred to as “the Lease Agreement”);
AMENDMENT NO. 5 Dated as of October 19, 2006 to THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of October 23, 2003Transfer and Administration Agreement • February 23rd, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York
THIS AMENDMENT NO. 5 (this “Amendment”) dated as of October 19, 2006 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”).
Sourcing & Supply AgreementSupply Agreement • February 23rd, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • Delaware
This Sourcing and Supply Agreement is entered into on the date the last party has signed this Agreement and shall be effective as of October 1, 2006, (the “Agreement”) by and among Amgen USA Inc. (“Amgen”), a wholly-owned subsidiary of Amgen Inc.; Amgen Inc.; and Fresenius Medical Care Holdings, Inc. (“FMCH”) (Amgen and FMCH each a “Party” and together, the “Parties”). Amgen Inc. is a party to this Agreement for the purposes set forth in Sections 3.2, 5.1, 6.1, 6.2, and 7.1 of this Agreement.
