Keep Well Agreement between Fresenius SE and Fresenius Kabi Pharmaceuticals Holding, Inc. (February 18, 2009)
Fresenius SE has agreed to provide financial support to Fresenius Kabi Pharmaceuticals Holding, Inc. to ensure it can meet its debt and financial obligations related to the merger between APP Pharmaceuticals and Fresenius Kabi. This support will be available as needed until at least January 1, 2010. Fresenius SE confirms it has the ability and no restrictions to provide this support.
| Fresenius SE, 61346 Bad Homburg, Germany | Fresenius SE | |||
| Else-Kröner-StraBe 1 | ||||
| Fresenius Kabi Pharmaceuticals Holding, Inc. | 61352 Bad Homburg | |||
| 1501 East Woodfield Road, Suite #300 | Germany | |||
| Schaumburg, Illinois 60173 | T +49 6172 608-0 | |||
| F +49 ###-###-#### | ||||
| www.fresenius.com |
February 18,2009
Ladies and Gentlemen:
This letter confirms that Fresenius SE (or one or more of its subsidiaries) will provide financial support to Fresenius Kabi Pharmaceuticals Holding, Inc. (the Company) sufficient for it to satisfy its obligations and debt service requirements arising under all existing financing instruments incurred in connection with the merger between APP Pharmaceuticals and Fresenius Kabi, to which the Company is a party to, as they come due until at least January 1,2010. In addition, the undersigned represent that Fresenius SE has the ability to provide the above mentioned financial support to the Company to the extent and when becoming necessary under the relevant financing instruments and that there are no restrictions on Fresenius SE to provide such support.
| Very truly yours, | ||||||
| Fresenius SE | ||||||
 |  | |||||
| Stephan Sturm | ppa. Dr. Karl-Dieter Schwab | |||||
| Chief Financial Officer | Senior Vice President Finance | |||||
Board of Management: Dr. UIF M. Schneider (President and CEO), Rainer Baule, Dr. Francesco De Meo, Dr. Jörgen Götz,
Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Supervisory Board: Dr. Gerd Krick (Chairman)
Bank: Dresdner Bank AG, IBAN: DE94 5008 0000 0706 1985 00, SWIFT/BIC: DRESDEFF501
Registered Office: Bad Homburg, Germany/Commercial Register No. HRB 10660
