Intercompany Term Loan Agreement Dated September 10, 2008

Note: Redacted portions have been marked with *****. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.

Exhibit 10.19

EXECUTION COPY

INTERCOMPANY TERM LOAN AGREEMENT This Agreement dated as of September 10, 2008 is entered into between Fresenius Kabi Pharmaceuticals, LLC, a Delaware limited liability company (" FKP" ), which shall merge with and into APP Pharmaceuticals, Inc., a Delaware corporation (" APP Inc ." ), immediately after the APP Acquisition (as defined below) on the date hereof (FKP and, following its merger with and into APP Inc. as surviving corporation, APP Inc., the " Borrower" ), and Fresenius US Finance I, Inc., a Delaware corporation (the " Lender" ) , the Guarantors (as defined below) from time to time party hereto and Deutsche Bank AG, London Branch, in its capacity as collateral agent under the Intercompany Primary Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the " Intercompany Primary Collateral Agent" ).

R E C I T A L S

WHEREAS , pursuant to a Borrower Joinder Agreement dated as of September 8, 2008, the Lender is party to the Credit Agreement, dated as of August 20, 2008, among Fresenius SE, the other borrowers and guarantors identified therein, Deutsche Bank AG, London Branch, as Administrative Agent, and the lenders party thereto (as amended, restated, varied, modified extended, renewed, replaced and/or supplemented from time to time, the " Credit Agreement" ; capitalized terms used but not otherwise defined herein having the meanings set forth therein);

WHEREAS, pursuant to the Credit Agreement, the Lender will borrow a $500,000,000 Tranche A1 Term Loan and a $502,500,000 Tranche B1 Term Loan on the date hereof, the proceeds of which shall be used pursuant to the Credit Agreement to make the loans hereunder to the Borrower and used by the Borrower to pay consideration owing pursuant to the APP Acquisition and to pay fees and expenses in connection therewith; and

WHEREAS , pursuant to the Credit Agreement, the Borrower and the Lender shall enter into this Agreement, the financial terms of which shall mirror those applicable to the Tranche A1 Term Loan and Tranche B1 Term Loan under the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the following meanings:

" Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such other Person.


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" Agreement" means this Agreement, as amended, restated, supplemented and/or otherwise modified from time to time.

" APP Acquisition" means the acquisition by FKPH of APP Inc. and its Subsidiaries, by way of the merger of FKP with and into APP Inc. in accordance with the terms of the Agreement, dated as of July 6, 2008, by and among FSE, FKPH and FKP, on the one hand, and APP Inc., on the other hand. " APP Inc." has the meaning set forth in the introductory paragraph of this Agreement. " Business Day" means any day other than a Saturday, Sunday or a day on which commercial banks in New York are authorized or required by law to close.

" Borrower" has the meaning set forth in the introductory paragraph of this Agreement. " Capped Amount" has the meaning set forth in Section 4.06 of this Agreement. " Contribution Share" has the meaning set forth in Section 4.06 of this Agreement. " Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent. " Credit Agreement" has the meaning set forth in the recitals to this Agreement. " Debtor Relief Laws" means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

" Dollars" and " $" means the lawful currency of the United States of America. " Events of Default" has the meaning set forth in Section 5.01 of this Agreement. " Excess Payment" has the meaning set forth in Section 4.06 of this Agreement. " FKP" has the meaning set forth in the introductory paragraph of this Agreement. " FKPH" means Fresenius Kabi Pharmaceuticals Holding, Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of FSE.

" French Security" has the meaning set forth in Section 6.03 of this Agreement.

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" FSE" means Fresenius SE, a societas europaea organized under the laws of Germany.

" German Security" has the meaning set forth in Section 6.02 of this Agreement. " Guaranteed Obligations" means all Obligations of the Borrower and all obligations of the Borrower in respect of the New Finco1 Back-to-Back Swap Contracts.

" Guarantors" means (A) Fresenius Kabi AG; and

(B) each of FKPH, APP Inc., APP Pharmaceuticals, LLC and each Subsidiary from time to time of FKPH which is not a " controlled foreign corporation" (within the meaning of Section 957 of the Internal Revenue Code), but excluding any such other Subsidiary (not already a Guarantor) which (i) has total assets (including stock or other investment property), as reasonably determined by FSE, with an aggregate fair market value (upon its incorporation or acquisition) of less than ?25 million, or (ii) generates less than ?5 million of Consolidated EBITDA (as calculated pursuant to the Credit Agreement) for any period of four successive fiscal quarters. " Indemnified Liabilities" has the meaning set forth in Section 7.05 of this Agreement. " Intercompany Primary Collateral" means a collective reference to the " collateral" that is identified in and at any time covered by the Intercompany Primary Credit Documents.

" Intercompany Primary Collateral Agent" has the meaning set forth in the introductory paragraph of this Agreement.

" Intercompany Primary Collateral Documents" means all security agreements, mortgages, pledge agreements and other security documents from time to time entered into to secure outstandings pursuant to this Agreement and the New Finco1 Back-to-Back Swap Contracts. " Intercompany Primary Credit Documents" means this Agreement, the New Fincol Back-to-Back Swap Contracts, if any, and each note, security agreement, deed of trust, mortgage, guarantee and other document delivered to the Lender providing for, guaranteeing or evidencing any other Guaranteed Obligation, and any other document or instrument executed or delivered at any time in connection with the Guaranteed Obligations, as the same may be amended, restated, modified and/or otherwise supplemented from time to time in accordance with the terms hereof, thereof and the Credit Agreement. " Intercompany Primary Credit Party" means the Borrower and each of its Subsidiaries and Affiliates, if any, from time to time executing an Intercompany Primary Credit Document, and " Intercompany Primary Credit Parties" means all such Persons, collectively.


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" Intercompany Primary Creditor" means, at any relevant time, the holders of Obligations at such time, including, without limitation, the Lender.

" Intercompany Term Loan A" has the meaning set forth in Section 2.01 of this Agreement.

" Intercompany Term Loan B" has the meaning set forth in Section 2.01 of this Agreement.

" Intercompany Term Loans" means Intercompany Term Loan A and Intercompany Term Loan B made to the Borrower pursuant to Section 2.01 hereof.

" Intercreditor Agreement" means the intercreditor agreement, dated as of September 10, 2008, among FSE, the Credit Parties, the Intercompany Primary Credit Parties, the Intercompany Bridge Credit Parties, the Administrative Agent on behalf of the Lenders, the Intercompany Primary Collateral Agent, the Intercompany Bridge Collateral Agent and any other parties identified therein.

" Interest Payment Date" means with respect to each Intercompany Term Loan, the last Business Day of each Interest Period of such loan.

" Interest Period" means except as otherwise provided in Section 2.01 , at any time, (i) with respect to Intercompany Term Loan A borrowings, the interest periods applicable to the Tranche A1 Term Loan Borrowings at such time as determined pursuant to the Credit Agreement, and (ii) with respect to Intercompany Term Loan borrowings, the interest periods applicable to the Tranche B1 Term Loan Borrowings at such time as determined pursuant to the Credit Agreement.

" Interest Rate" means (i) with respect to each Intercompany Term Loan A borrowing, the interest rate applicable to the corresponding Tranche A1 Term Loan Borrowing (with a corresponding Interest Period) pursuant to the Credit Agreement, plus the Margin, and (ii) with respect to each Intercompany Term Loan B borrowing, the interest rate applicable to the corresponding Tranche B1 Term Loan Borrowing (with a corresponding Interest Period) pursuant to the Credit Agreement, plus the Margin.

" Internal Revenue Code" means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter. " Lender" has the meaning as set forth in the introductory paragraph of this Agreement. " Lien" means any mortgage, pledge, hypothecation, assignment, security transfer, deposit arrangement, encumbrance, lien (statutory or other), charge, preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing.


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" Margin" means *****% per annum; or such other amount as may be agreed between the Lender and the Borrower in writing on or before October 10, 2008, and from time to time thereafter with respect to any Interest Period.

" Obligations" means all obligations of every nature of the Borrower and any other Intercompany Primary Credit Party from time to time owed to the Lender under the Intercompany Primary Credit Documents, whether for principal, interest, fees, expenses, indemnification or otherwise and whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Intercompany Primary Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

" Organization Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

" Person" means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

" Ratable Share" has the meaning set forth in Section 4.06 of this Agreement.

" Register" has the meaning set forth in Section 7.06(b) of this Agreement. " Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares or securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

" Taxes" has the meaning set forth in Section 2.08 of this Agreement.

SECTION 1.02. Other Definitional Provisions . The words " hereof" , " herein" and " hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.


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ARTICLE II

THE LOANS

SECTION 2.01. The Intercompany Term Loans . On the date hereof, the Lender agrees on the terms and conditions hereinafter set forth to make to the Borrower (i) a term loan in a single advance in Dollars, in an aggregate principal amount equal to $500,000,000 (the " Intercompany Term Loan A" ) and (ii) a term loan in a single advance in Dollars, in an aggregate principal amount equal to $502,500,000 (the " Intercompany Term Loan B" ). Amounts repaid on the Intercompany Term Loan A and Intercompany Term Loan B may not be reborrowed. The Intercompany Term Loan A and Intercompany Term Loan B shall be made by one or more borrowings, which shall correspond to the Tranche A1 Term Loan Borrowings, and Tranche B1 Term Loan Borrowings, respectively, from time to time made pursuant to the Credit Agreement (and as defined therein) or, if the Credit Agreement is no longer in effect and no Tranche A1 Term Loan Borrowings or Tranche B1 Term Loan Borrowings are outstanding thereunder, such borrowings (with such Interest Periods) as the Borrower may from time to time request from the Lender.

SECTION 2.02. Repayment . (a) Repayments for Intercompany Term Loan A . The principal amount of the Intercompany Term Loan A shall be payable in scheduled installments on the dates set out below (or, if such date is not a Business Day, the immediately succeeding Business Day), in each case in the amount set forth opposite each such date below (expressed as a percentage of the original principal amounts of the Intercompany Term Loan A and subject to adjustment in connection with prepayment made pursuant to Section 2.02(c) :


Repayment Date (Period after the date hereof) Amount Repayable

9 months 2.7 %

15 months 4.8 %

21 months 4.8 %

27 months 9.5 %

33 months 9.5 %

39 months 15.0 %

45 months 15.0 %

51 months 15.0 %

57 months 15.0 %

60 months 8.7 %


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(b) Repayments for Intercompany Term Loan B . The principal amounts of the Intercompany Term Loan B shall be payable in consecutive semi-annual installments on the dates set out below (or, if such date is not a Business Day, the immediately succeeding Business Day), in each case in the amount set forth opposite each such date below (expressed as a percentage of the original principal amount of the Intercompany Term Loan B) and subject to adjustment in connection with prepayment made pursuant to Section 2.02(c) :

Repayment Date (Period after the date hereof) Amount Repayable

9 months 0.75 %

15 months 0.5 %

21 months 0.5 %

27 months 0.5 %

33 months 0.5 %

39 months 0.5 %

45 months 0.5 %

51 months 0.5 %

57 months 0.5 %

63 months 0.5 %

69 months 0.5 %

72 months 94.25 %

(c) Optional Prepayment . The Borrower may at its option pay the Intercompany Term Loans, in whole or in part, without premium or penalty, at any time and from time to time; provided that no prepayments of the Intercompany Term Loans shall be permitted at any time if, as a result thereof (and after giving effect to any concurrent repayment of Tranche A1 Term Loans or Tranche B1 Term Loans), the aggregate outstanding principal amount of (x) the Intercompany Term Loan A would be less than the aggregate outstanding principal amount of the Tranche A1 Term Loans under the Credit Agreement or (y) the Intercompany Term Loan B would be less than the aggregate outstanding principal amount of the Tranche B1 Term Loans under the Credit Agreement. Optional prepayments shall be applied as the Borrower may direct.

(d) Mandatory Prepayments . Subject to the proviso below, the Borrower (i) shall pay the Intercompany Term Loan A at any time that the Lender makes a voluntary prepayment of Tranche A1 Term Loans pursuant to Section 2.06(a) of the Credit Agreement or a mandatory prepayment of Tranche A1 Term Loans pursuant to Section 2.06(b) of the Credit Agreement, in each case in an amount equal to the principal amount of such prepayment made pursuant to the Credit Agreement, and (ii) shall pay the Intercompany Term Loan B at any time that the Lender makes a voluntary prepayment of Tranche B1 Term Loans pursuant to Section 2.06(a) of the Credit Agreement or a mandatory prepayment of Tranche B1 Term Loans pursuant to Section 2.06(b) of the Credit Agreement, in each case in an amount equal to the principal amount of such prepayment made pursuant to the Credit Agreement; provided , that, if at the time of any mandatory prepayment required pursuant to this Section, the Lender provides notice to the Administrative Agent under the Credit Agreement that the Lender has sufficient funds to make such prepayment under the Credit Agreement without a prepayment being made hereunder, then no such mandatory prepayment shall be required hereunder. SECTION 2.03. Interest Rate . Each Intercompany Term Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at the relevant Interest Rate. The Interest Period and Interest Rate in effect from time to time shall be notified by the Lender to the Borrower from time to time upon request.


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SECTION 2.04. Payment of Interest . Interest with respect to each Intercompany Term Loan borrowing shall be payable in arrears on each Interest Payment Date for such Intercompany Term Loan borrowing; provided that any past-due interest and any interest accruing after the acceleration of the Intercompany Term Loans shall be payable on demand.

SECTION 2.05. Computation of Interest and Fees . Interest in respect of the Intercompany Term Loans shall be calculated on the basis of a 360 day year for the actual days elapsed.

SECTION 2.06. Payments . The Borrower shall make each payment of principal, interest and fees hereunder, without setoff or counterclaim, not later than 11:00 A.M., New York time, on the day when due in lawful money of the United States of America in immediately available funds to the Lender to the account of the Lender designated from time to time or to such other account as the Lender may otherwise direct.

SECTION 2.07. Payment on Non-Business Days . Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

SECTION 2.08. Taxes . (a) All payments under this Agreement 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 interests, penalties or other liabilities with respect thereto, imposed by any Governmental Authority (" Taxes" ). If any Laws require the withholding or deduction of any such Taxes from or in respect of any sum payable under this Agreement, (i) the sum due from or payable by the Borrower shall be increased as necessary so that after making all required withholdings and deductions (including withholdings and deductions applicable to additional sums payable under this Section 2.08 ), the Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made, (ii) the Borrower shall make such withholdings or deductions, (iii) the Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority or other authority in accordance with applicable Laws, and (iv) within thirty days after the date of such payment, the Borrower making either a withholding or tax deduction or a payment required in connection with a withholding or tax deduction shall furnish to the Lender a certified copy of a receipt evidencing payment hereof, or other reasonable proof thereof. (b) To the extent the Lender shall be required to pay any additional amounts to any Lenders (as defined in the Credit Agreement) under Section 3 of the Credit Agreement, the Borrower shall pay to and indemnify the Lender for the full amount of any such payments, promptly upon demand therefor.


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ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Representations and Warranties . The Borrower and each Guarantor represents and warrants as follows:

(a) as of the date hereof, prior to the effectiveness of the APP Acquisition, it is a corporation, partnership, limited liability company or other entity duly organized or formed, validly existing and in good standing (to the extent such concept exists in the applicable jurisdiction and except to the extent that the failure to be in good standing could not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Intercompany Primary Credit Documents) under the laws of the jurisdiction of its incorporation or organization and has the authority under its Organization Documents to own and operate its properties, to transact the business in which it is now engaged and to execute and deliver this Agreement; (b) this Agreement constitutes the duly authorized, legally valid and binding obligation of Borrower and each Guarantor, enforceable against Borrower and each Guarantor in accordance with its terms;

(c) all consents and grants of approval required to have been granted by any Person in connection with the execution, delivery and performance of this Agreement have been granted;

(d) the execution, delivery and performance by the Borrower and each Guarantor of this Agreement do not and will not violate any law, governmental rule or regulation, court order or agreement to which it is subject or by which its properties are bound, any material contractual obligation by which the Borrower or any Guarantor is bound or the charter documents or bylaws of Borrower or any Guarantor;

(e) the proceeds of the Intercompany Term Loans shall be used by Borrower to pay consideration owing pursuant to the APP Acquisition and to pay fees and expenses in connection therewith. No proceeds will be used for purposes which result in a contravention of Law or any other Intercompany Primary Credit Document; and

(f) The Guarantors party hereto constitute the Required Intercompany Loan Guarantors (as defined in the Credit Agreement) required to be party hereto pursuant to Section 7.13(b) of the Credit Agreement.


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ARTICLE IV

GUARANTY

SECTION 4.01. The Guaranty . (a) Each of the Guarantors hereby jointly and severally guarantees to the Lender as hereinafter provided and as primary obligor and not as surety, the prompt payment of all Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Guaranteed Obligations in respect of which they have given this guaranty are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the relevant Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the relevant Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

(b) Notwithstanding any provision to the contrary contained herein or in any other of the Intercompany Primary Credit Documents or other agreements or documents relating to the Guaranteed Obligations, the obligations of each Guarantor under this Agreement and the other Intercompany Primary Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under any Debtor Relief Law or any comparable provisions of any applicable law (it being understood that it is the intention of the parties to this Agreement and the parties to any guarantee under the New Finco2 Intercompany Bridge Loan Agreement that, to the maximum extent permitted under applicable laws, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to the New Finco2 Intercompany Bridge Loan Agreement that its guarantee of amounts owing in respect of the New Finco2 Intercompany Bridge Loan Agreement shall first be reduced).

SECTION 4.02. Obligations Unconditional . The obligations of the Guarantors as described and as limited under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Intercompany Primary Credit Documents or other documents relating to the Guaranteed Obligations, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors shall be absolute, irrevocable and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Guaranteed Obligations have been irrevocably paid in full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;


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(b) any of the acts mentioned in any of the provisions of any of the Intercompany Primary Credit Documents, or other documents relating to the Guaranteed Obligations, or any other agreement or instrument referred to in the Intercompany Primary Credit Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Intercompany Primary Credit Documents, or other documents relating to the Guaranteed Obligations, or any other agreement or instrument referred to in the Intercompany Primary Credit Documents or such New Finco1 Back-to-Back Sw ...