Exhibit 2.20
     FMC FINANCE VII S.A.
    as Issuer
  U.S. BANK NATIONAL ASSOCIATION
    as Trustee
  DEUTSCHE BANK
    AKTIENGESELLSCHAFT
    as Paying Agent
  FRESENIUS MEDICAL CARE
    AG & Co. KGaA,
    FRESENIUS MEDICAL CARE HOLDINGS, INC. and
    FRESENIUS MEDICAL CARE DEUTSCHLAND GmbH
    as Guarantors
  INDENTURE
  DATED AS OF FEBRUARY 3, 2011
  with respect to the issuance of
  5.25% SENIOR NOTES DUE 2021




---



##### 



TABLE OF
    CONTENTS
  PageARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCESECTION 1.1


Definitions


1SECTION 1.2


Rules of Construction


21SECTION 1.3


Incorporation by Reference of Trust Indenture Act


21ARTICLE IITHE NOTESSECTION 2.1


Form and Dating


21SECTION 2.2


Execution and Authentication


23SECTION 2.3


Registrar and Paying Agent


24SECTION 2.4


Paying Agent To Hold Assets in Trust


24SECTION 2.5


List of Holders


25SECTION 2.6


Book-Entry Provisions for Global Notes


25SECTION 2.7


Registration of Transfer and Exchange


26SECTION 2.8


Replacement Notes


31SECTION 2.9


Outstanding Notes


31SECTION 2.10


Treasury Notes


31SECTION 2.11


Temporary Notes


32SECTION 2.12


Cancellation


32SECTION 2.13


Defaulted Interest


32SECTION 2.14


ISINs and Common Codes


32SECTION 2.15


Deposit of Moneys


33SECTION 2.16


Certain Matters Relating to Global Notes


33SECTION 2.17


Record Date


33ARTICLE IIIREDEMPTIONSECTION 3.1


Optional Redemption


33SECTION 3.2


Notices to Trustee


34SECTION 3.3


Selection of Notes To Be Redeemed


34SECTION 3.4


Notice of Redemption


34SECTION 3.5


Effect of Notice of Redemption


36SECTION 3.6


Deposit of Redemption Price


36SECTION 3.7


Notes Redeemed in Part


36SECTION 3.8


Special Tax Redemption


37 -i-




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##### 



PageARTICLE IVCOVENANTSSECTION 4.1


Payment of Notes


37SECTION 4.2


Maintenance of Office or Agency


38SECTION 4.3


Limitation on Incurrence of Indebtedness


38SECTION 4.4


Limitation on Liens


40SECTION 4.5


Ownership of the Issuer


40SECTION 4.6


Existence


40SECTION 4.7


Maintenance of Properties


41SECTION 4.8


Payment of Taxes and Other Claims


41SECTION 4.9


Maintenance of Insurance


41SECTION 4.10


Reports


41SECTION 4.11


Change of Control


42SECTION 4.12


Additional Amounts


44SECTION 4.13


Compliance Certificate; Notice of Default


45SECTION 4.14


Limitation on Sale and Leaseback Transactions


46ARTICLE VSUCCESSOR ISSUER OR GUARANTORSECTION 5.1


Limitation on Mergers and Sales of Assets


46SECTION 5.2


Successor Entity Substituted


47SECTION 5.3


Substitution of the Issuer


47ARTICLE VIDEFAULT AND REMEDIESSECTION 6.1


Events of Default


48SECTION 6.2


Acceleration


49SECTION 6.3


Other Remedies


49SECTION 6.4


The Trustee May Enforce Claims Without Possession of Notes


50SECTION 6.5


Rights and Remedies Cumulative


50SECTION 6.6


Delay or Omission Not Waiver


50SECTION 6.7


Waiver of Past Defaults


50SECTION 6.8


Control by Majority


50SECTION 6.9


Limitation on Suits


51SECTION 6.10


Rights of Holders To Receive Payment


51SECTION 6.11


Collection Suit by Trustee


51SECTION 6.12


Trustee May File Proofs of Claim


51SECTION 6.13


Priorities


52SECTION 6.14


Restoration of Rights and Remedies


52SECTION 6.15


Undertaking for Costs


53SECTION 6.16


Notices of Default


53 -ii-




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##### 



PageARTICLE VIITRUSTEESECTION 7.1


Duties of Trustee


53SECTION 7.2


Rights of Trustee


54SECTION 7.3


Individual Rights of Trustee


55SECTION 7.4


Trustees Disclaimer


55SECTION 7.5


Notice of Default


55SECTION 7.6


Reports by Trustee to Holders of the Notes


56SECTION 7.7


Compensation and Indemnity


56SECTION 7.8


Replacement of Trustee


57SECTION 7.9


Successor Trustee by Merger, Etc


58SECTION 7.10


Eligibility; Disqualification


59SECTION 7.11


Preferential Collection of Claims Against the Company


59ARTICLE VIIISATISFACTION AND DISCHARGE OF INDENTURESECTION 8.1


Option To Effect Legal Defeasance or Covenant Defeasance


59SECTION 8.2


Legal Defeasance and Discharge


59SECTION 8.3


Covenant Defeasance


60SECTION 8.4


Conditions to Legal or Covenant Defeasance


60SECTION 8.5


Satisfaction and Discharge of Indenture


61SECTION 8.6


Survival of Certain Obligations


62SECTION 8.7


Acknowledgment of Discharge by Trustee


62SECTION 8.8


Application of Trust Moneys


62SECTION 8.9


Repayment to the Issuer; Unclaimed Money


62SECTION 8.10


Reinstatement


63ARTICLE IXAMENDMENTS, SUPPLEMENTS AND WAIVERSSECTION 9.1


Without Consent of Holders of Notes


64SECTION 9.2


With Consent of Holders of Notes


64SECTION 9.3


Notice of Amendment, Supplement or Waiver


65SECTION 9.4


Revocation and Effect of Consents


65SECTION 9.5


Notation on or Exchange of Notes


66SECTION 9.6


Trustee To Sign Amendments, Etc


66ARTICLE XNOTE GUARANTEESECTION 10.1


Note Guarantee


66 -iii-




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##### 



PageSECTION 10.2


Execution and Delivery of Note Guarantees


70SECTION 10.3


Guarantors May Consolidate, Etc., On Certain Terms


70SECTION 10.4


Release of Guarantors


70ARTICLE XIMISCELLANEOUSSECTION 11.1


Notices


71SECTION 11.2


Certificate and Opinion as to Conditions Precedent


73SECTION 11.3


Statements Required in Certificate or Opinion


74SECTION 11.4


Rules by Trustee, Paying Agent, Registrar


74SECTION 11.5


Legal Holidays


74SECTION 11.6


Governing Law


74SECTION 11.7


Submission to Jurisdiction


74SECTION 11.8


No Personal Liability of Directors, Officers, Employees and
    Stockholders


75SECTION 11.9


Successors


75SECTION 11.10


Counterpart Originals


76SECTION 11.11


Severability


76SECTION 11.12


Table of Contents, Headings, etc


76SECTION 11.13


Trust Indenture Act Controls


76SECTION 11.14


Currency Indemnity


76SECTION 11.15


Information


76   -iv-




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##### 



EXHIBITSExhibit A

-

Form of Initial Global NoteExhibit B

-

Form of Initial Definitive NoteExhibit C

-

Form of Note GuaranteeExhibit D

-

Form of Transfer Certificate for Transfer from Rule 144A
    Global Note to Regulation S Global NoteExhibit E

-

Form of Transfer Certificate for Transfer from Regulation S
    Global Note to Rule 144A Global Note     -v-




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##### 



ARTICLE I
  DEFINITIONS
    AND INCORPORATION BY REFERENCE
  Definitions




---



##### 



-2-




---



##### 



-3-




---



##### 



provided, however
             -4-




---



##### 



Rules 13d-3 13d-5 13d-3 13d-5
                 -5-




---



##### 



provided however
         -6-




---



##### 



provided
             -7-




---



##### 



Exhibit B
            provided however
   -8-




---



##### 



Kommanditgesellschaft
    auf Aktien
  persönlich haftender
    Gesellschafter
  Exhibit A
     -9-




---



##### 



take-or-pay
    provided however
            provided however
       -10-




---



##### 



provided
 -11-




---



##### 



provided
        provided however
            Kommanditgesellschaft auf Aktien
   -12-




---



##### 



-13-




---



##### 



provided
      provided
 -14-




---



##### 



provided however
  provided however provided further however
      provided
         -15-




---



##### 



e.g
     -16-




---



##### 



provided however
     -17-




---



##### 



provided further however
                         -18-




---



##### 



Regulation S-X
                     -19-




---



##### 



77aaa-77bbbb) provided however
                   -20-




---



##### 



Rules of
    Construction
              Incorporation
    by Reference of Trust Indenture Act
                  ARTICLE II
  THE
    NOTES
  Form and
    Dating Exhibit A Exhibit B
 -21-




---



##### 



Exhibits A B
          Exhibit A
  Exhibit A
 -22-




---



##### 



Execution and
    Authentication
         -23-




---



##### 



Registrar and
    Paying Agent
      Paying Agent To
    Hold Assets in Trust
 -24-




---



##### 



List of
    Holders
  Book-Entry
    Provisions for Global Notes
     -25-




---



##### 



Registration of
    Transfer and Exchange
  Exhibit D
 -26-




---



##### 



Exhibit E
 -27-




---



##### 



-28-




---



##### 



-29-




---



##### 



Rule 12g3-2(b)
 -30-




---



##### 



Replacement
    Notes
  Outstanding
    Notes
        Treasury
    Notes
   -31-




---



##### 



Temporary
    Notes
  Cancellation
  Defaulted
    Interest
  ISINs and
    Common Codes and/or and/or provided and/or
 -32-




---



##### 



and/or
  Deposit of
    Moneys
  Certain
    Matters Relating to Global Notes
    Record
    Date
  ARTICLE III
  REDEMPTION
  Optional
    Redemption
   -33-




---



##### 



360-day 30-day
      Notices to
    Trustee
  Selection of
    Notes To Be Redeemed pro rata
  Notice of
    Redemption Luxemburger Wort provided, however
 -34-




---



##### 



and/or and/or
   -35-




---



##### 



Effect of
    Notice of Redemption
  Deposit of
    Redemption Price same-day
    Notes Redeemed
    in Part provided, however
 -36-




---



##### 



provided however
  Special Tax
    Redemption
      provided provided further
    ARTICLE IV
  COVENANTS
  Payment of
    Notes
    360-day 30-day
 -37-




---



##### 



Maintenance of
    Office or Agency
  Limitation on
    Incurrence of Indebtedness
  provided however,
            provided however
 -38-




---



##### 



provided
  provided
 -39-




---



##### 



Limitation on
    Liens
  Ownership of
    the Issuer provided
    Existence provided however
 -40-




---



##### 



Maintenance of
    Properties provided however
  Payment of
    Taxes and Other Claims provided, however,
  Maintenance of
    Insurance
  Reports
     -41-




---



##### 



Form 20-F
    Rule 12g3-2(b),
      Change of
    Control
 -42-




---



##### 



-43-




---



##### 



Additional
    Amounts
     -44-




---



##### 



mutatis mutandis
    Compliance
    Certificate; Notice of Default
 -45-




---



##### 



Limitation on
    Sale and Leaseback Transactions
        ARTICLE V
  SUCCESSOR
    ISSUER OR GUARANTOR
  Limitation on
    Mergers and Sales of Assets
     -46-




---



##### 



Successor
    Entity Substituted
      Substitution of
    the Issuer
 -47-




---



##### 



ARTICLE VI
  DEFAULT
    AND REMEDIES
  Events of
    Default
             -48-




---



##### 



Sections 17-19 Insolvenzordnung Antrag auf Eröffnung eines
    Insolvenzverfahrens Geschäftsführer Eröffnung des
    Insolvenzverfahrens
              Acceleration
  Other
    Remedies
 -49-




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##### 



The Trustee May
    Enforce Claims Without Possession of Notes
  Rights and
    Remedies Cumulative
  Delay or
    Omission Not Waiver
  Waiver of Past
    Defaults
  Control by
    Majority
 -50-




---



##### 



provided however
  Limitation on
    Suits
          60-day
  Rights of
    Holders To Receive Payment
  Collection
    Suit by Trustee
  Trustee May
    File Proofs of Claim
 -51-




---



##### 



Priorities
  First:
  Second:
  Third:
  provided
  Restoration of
    Rights and Remedies
 -52-




---



##### 



Undertaking
    for Costs
  Notices of
    Default
  ARTICLE VII
  TRUSTEE
  Duties of
    Trustee
       -53-




---



##### 



Rights of
    Trustee
   -54-




---



##### 



provided however
      Individual
    Rights of Trustee
  Trustees
    Disclaimer
  Notice of
    Default
 -55-




---



##### 



Reports by
    Trustee to Holders of the Notes
    Compensation
    and Indemnity
     -56-




---



##### 



Replacement of
    Trustee
 -57-




---



##### 



Successor
    Trustee by Merger, Etc
 -58-




---



##### 



Eligibility;
    Disqualification
  provided
  Preferential
    Collection of Claims Against the Company
  ARTICLE VIII
  SATISFACTION
    AND DISCHARGE OF INDENTURE
  Option To
    Effect Legal Defeasance or Covenant Defeasance
  Legal
    Defeasance and Discharge
 -59-




---



##### 



Covenant
    Defeasance
  Conditions to
    Legal or Covenant Defeasance
       -60-




---



##### 



Satisfaction
    and Discharge of Indenture
 -61-




---



##### 



Survival of
    Certain Obligations
  Acknowledgment
    of Discharge by Trustee
  Application of
    Trust Moneys
    Repayment to
    the Issuer; Unclaimed Money
 -62-




---



##### 



provided however Luxemburger Wort Luxemburger Wort
    Reinstatement provided however
 -63-




---



##### 



ARTICLE IX
  AMENDMENTS,
    SUPPLEMENTS AND WAIVERS
  Without Consent
    of Holders of Notes
      provided
                With Consent of
    Holders of Notes
 -64-




---



##### 



Notice of
    Amendment, Supplement or Waiver
  Revocation and
    Effect of Consents
 -65-




---



##### 



Notation on or
    Exchange of Notes
    Trustee To Sign
    Amendments, Etc provided however
  ARTICLE X
  NOTE GUARANTEE
  Note
    Guarantee
   -66-




---



##### 



-67-




---



##### 



Reinvermögen Handelsgesetzbuch Stammkapital Kapitalerhöhung aus
    Gesellschaftsmitteln Buchwert nicht betriebsnotwendiges Vermögen
 -68-




---



##### 



Darlegungs- und
    Beweislast
  zahlungsunfähig
  vollwertiger Gegenleistungs- oder
    Rückgewähranspruch
 -69-




---



##### 



Execution and
    Delivery of Note Guarantees Exhibit C Exhibit C
        Guarantors May
    Consolidate, Etc., On Certain Terms
  Release of
    Guarantors
 -70-




---



##### 



ARTICLE XI
  MISCELLANEOUS
   Notices
      Facsimile: 011-49-6172-609-2280
      28-30,   Facsimile: 011-352-263375-909
      02451-1457  699-9713
 -71-




---



##### 



Facsimile: 011-49-6172-609-2422
      Telecopier: 860-241-6897  Telephone: 860-241-6817
      10-14
         -72-




---



##### 



Luxemburger Wort
  Certificate
    and Opinion as to Conditions Precedent
         -73-




---



##### 



Statements
    Required in Certificate or Opinion
          Rules by
    Trustee, Paying Agent, Registrar
  Legal
    Holidays
  Governing
    Law
  Submission to
    Jurisdiction
 -74-




---



##### 



No Personal
    Liability of Directors, Officers, Employees and Stockholders
  Successors
 -75-




---



##### 



Counterpart
    Originals
  Severability
  Table of
    Contents, Headings, etc
  Trust Indenture
    Act Controls
  Currency
    Indemnity Required Currency Judgment Currency
  Information
 -76-




---



##### 



FMC FINANCE VII S.A.
  By:
    /s/  Gabriele
    Dux  Name:     Gabriele
    Dux
 Title:
    Director  FRESENIUS MEDICAL CARE
    AG & CO. KGaA,
    a partnership limited by shares, represented by
    FRESENIUS MEDICAL CARE MANAGEMENT
    AG, its general partner
  By:
    /s/  Michael
    Brosnan  Name:     Michael
    Brosnan
 Title:
    Member of Management Board  By:
    /s/  Kent
    Wanzek  Name:     Kent
    Wanzek
 Title:
    Member of Management Board  FRESENIUS MEDICAL CARE DEUTSCHLAND
    GmbH
  By:
    /s/  Alexandra
    Dambeck  Name:     Alexandra
    Dambeck
 Title:
    Managing Director  By:
    /s/  Eberhard
    Sieger  Name:     Eberhard
    Sieger
 Title:
    Managing Director  FRESENIUS MEDICAL CARE HOLDINGS,
    INC.
  By:
    /s/  Mark
    Fawcett  Name:     Mark
    Fawcett
 Title:
    Vice President &
    Assistant Treasurer -77-




---



##### 



U.S. BANK NATIONAL ASSOCIATION,
 as Trustee
  By:
    /s/  Elizabeth
    C. Hammer  Name:     Elizabeth
    C. Hammer
 Title:
    Vice President  DEUTSCHE BANK AKTIENGESELLSCHAFT,
 as Paying Agent
  By:
    /s/  Vivian
    Wichmann  Name:     Vivian
    Wichmann
 Title:
    Vice President  By:
    /s/  Bernd
    Birck  Name:     Bernd
    Birck
 Title:
    Assistant Vice President




---



##### 



EXHIBIT A
    
    TO THE INDENTURE
  [FORM OF
    FACE OF GLOBAL NOTE]
  [Global Note
    Legend]
    [Private
    Placement Legend]
    A-1




---



##### 



FMC
    FINANCE VII S.A.
  5.25% Senior
    Note due 2021
  Common Code
    No.:
  ISIN
    No.:
  
          A-2




---



##### 



FMC FINANCE VII S.A.
  By:  Name:
 Title:
   Trustees
    Certificate of Authentication
     U.S. BANK NATIONAL ASSOCIATION, as
    Trustee
  By:  Name:
 Title:
 A-3




---



##### 



[FORM OF
    REVERSE]
  FMC
    FINANCE VII S.A.
  5.25% Senior Note due 2021
  Interest 360-day 30-day
    Additional
    Amounts
 A-4




---



##### 



provided however Form W-8 W-9 provided, however
     A-5




---



##### 



Method of
    Payment
  Paying Agent and
    Registrar Luxemburger Wort
  Indenture provided
 A-6




---



##### 



Ranking
  
    rank pari passuin right of payment with all other
    Indebtedness of the Issuer and the Guarantors, as applicable,
    that is not by its terms expressly subordinated to other
    Indebtedness of the Issuer and the Guarantors, as applicable;
    rank senior in right of payment to all Indebtedness of the
    Issuer and the Guarantors, as applicable, that is, by its terms,
    expressly subordinated to the senior Indebtedness of the Issuer
    and the Guarantors, as applicable;
    be effectively subordinated to the Secured Indebtedness of the
    Issuer and the Guarantors, as applicable, to the extent of the
    value of the collateral securing such Indebtedness, and to the
    Indebtedness of the Subsidiaries that are not Guarantors of the
    Notes; and
    in the case of the Note Guarantee of Fresenius Medical Care
    Deutschland GmbH, be effectively subordinated to the claims of
    such Guarantors third-party creditors as a result of
    limitations applicable to the Note Guarantee as set forth in
    Section 10.1(c) of the Indenture.  Note Guarantee
  Optional
    Redemption
  360-day 30-day
     A-7




---



##### 



Special Tax
    Redemption
      provided provided further
    Notice of
    Redemption Luxemburger
    Wort
 A-8




---



##### 



Change of
    Control
  Denominations;
    Form
  Persons Deemed
    Owners
  Unclaimed Funds
  Legal Defeasance and
    Covenant Defeasance
  Amendment; Supplement;
    Waiver
  Restrictive
    Covenants
 A-9




---



##### 



Successors
  Defaults and
    Remedies
  Trustee Dealings with
    Issuer
  No Recourse Against
    Others
  Authentication
  Abbreviations and Defined
    Terms
 A-10




---



##### 



ISINs and Common
    Codes and/or
  Governing Law
 A-11




---



##### 



SCHEDULE A
   SCHEDULE OF
    PRINCIPAL AMOUNT
     Total Principal


NotationAmount


Made byDate of


Decrease in


Increase in


Following Such


or onDecrease/


Principal


Principal


Decrease/


Behalf ofIncrease


Amount


Amount


Increase


Trustee  A-12




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##### 



OPTION OF
    HOLDER TO ELECT PURCHASE
     o
  
  Date:
  Your
    Signature:
 (Sign exactly as your name appears
    on the other side of this Note)
  Signature
    Guarantee:
 Participant in a recognized
    Signature Guarantee Medallion Program
 (or other signature guarantor
    program reasonably acceptable to the Trustee)
 A-13




---



##### 



EXHIBIT B
    TO THE INDENTURE
  [FORM OF
    FACE OF DEFINITIVE NOTE]
    [Private
    Placement Legend]




---



##### 



FMC
    FINANCE VII S.A.
   5.25% Senior
    Note due 2021
  Common Code
    No.:
  ISIN
    No.:
  
   
       B-2




---



##### 



FMC FINANCE VII S.A.
  By:  Name:
 Title:
  Trustees
    Certificate of Authentication
        By:  Name:
 Title:
 B-3




---



##### 



[FORM OF
    REVERSE]
  FMC FINANCE VII S.A.
  5.25% Senior Note due 2021
  Interest 360-day 30-day
    Additional
    Amounts
 B-4




---



##### 



provided however Form W-8 W-9 provided, however
     B-5




---



##### 



Method of
    Payment
  Paying Agent and
    Registrar Luxemburger Wort
  Indenture provided
 B-6




---



##### 



Ranking
  
    rank pari passuin right of payment with all other
    Indebtedness of the Issuer and the Guarantors, as applicable,
    that is not by its terms expressly subordinated to other
    Indebtedness of the Issuer and the Guarantors, as applicable;
    rank senior in right of payment to all Indebtedness of the
    Issuer and the Guarantors, as applicable, that is, by its terms,
    expressly subordinated to the senior Indebtedness of the Issuer
    and the Guarantors, as applicable;
    be effectively subordinated to the Secured Indebtedness of the
    Issuer and the Guarantors, as applicable, to the extent of the
    value of the collateral securing such Indebtedness, and to the
    Indebtedness of the Subsidiaries that are not Guarantors of the
    Notes; and
    in the case of the Note Guarantee of Fresenius Medical Care
    Deutschland GmbH, be effectively subordinated to the claims of
    such Guarantors third-party creditors as a result of
    limitations applicable to the Note Guarantee as set forth in
    Section 10.1(c) of the Indenture.  Note Guarantee
  Optional
    Redemption
  360-day 30-day
     B-7




---



##### 



Special Tax
    Redemption
      provided provided further
    Notice of
    Redemption Luxemburger
    Wort
 B-8




---



##### 



Change of
    Control
  Denominations;
    Form
  Persons Deemed
    Owners
  Unclaimed Funds
  Legal Defeasance and
    Covenant Defeasance
  Amendment; Supplement;
    Waiver
  Restrictive
    Covenants
 B-9




---



##### 



Successors
  Defaults and
    Remedies
  Trustee Dealings with
    Issuer
  No Recourse Against
    Others
  Authentication
  Abbreviations and Defined
    Terms
 B-10




---



##### 



ISINs and Common
    Codes and/or
  Governing Law
 B-11




---



##### 



ASSIGNMENT
    FORM
        (Print or type assignees
    name, address and zip code)
   (Insert assignees social
    security or tax I.D. No.)
     Date: 
    Your
    Signature:
   Sign exactly as your name appears
    on the other side of this Note.
 B-12




---



##### 



OPTION OF
    HOLDER TO ELECT PURCHASE
    o
    Date:
  Your
    Signature: (Sign exactly as your name appears on the other side of this
    Note)
  Signature
    Guarantee: Participant in a recognized Signature Guarantee Medallion
    Program
    (or other signature guarantor program reasonably acceptable to
    the Trustee)
 B-13




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##### 



EXHIBIT C
  TO THE INDENTURE
  FORM OF
    NOTE GUARANTEE
       C-1




---



##### 



C-2




---



##### 



Reinvermögen Handelsgesetzbuch Stammkapital Kapitalerhöhung aus
    Gesellschaftsmitteln Buchwert nicht betriebsnotwendiges Vermögen
   C-3




---



##### 



Darlegungs- und
    Beweislast
  zahlungsunfähig
  vollwertiger Gegenleistungs- oder
    Rückgewähranspruch
     C-4




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##### 



FRESENIUS MEDICAL CARE
    AG & CO. KGaA, a partnership limited by shares and
    represented by FRESENIUS MEDICAL CARE MANAGEMENT AG, its general
    partner
  By:  Name:
 Title:
    Member of the Management Board  By:  Name:
 Title:
    Member of the Management Board  FRESENIUS MEDICAL CARE HOLDINGS,
    INC
  By:  Name:
 Title:
  FRESENIUS MEDICAL CARE DEUTSCHLAND
    GMBH
  By:  Name:
 Title:
  By:  Name:
 Title:
 C-5




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EXHIBIT D
 TO THE
    INDENTURE
  FORM OF
    TRANSFER CERTIFICATE FOR TRANSFER FROM
    RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL
    NOTE
    (Transfers pursuant to Section 2.7(a) of the Indenture)
   c/o U.S. Bank
    Attention:
    Corporate Trust and Agency Services
    Elizabeth C. Hammer  RE:
    5.25% Senior Notes due 2021(the Notes) of FMC Finance VII S.A.    
     D-1




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OR
   D-2




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Dated:
  [Name of Transferor]
  By:  Name:
 Title:
 Telephone No.:
  Please print name and address (including zip code number)     D-3




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##### 



EXHIBIT E
 TO THE
    INDENTURE
  FORM OF
    TRANSFER CERTIFICATE FOR TRANSFER FROM
    REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL
    NOTE
    (Transfers pursuant to Section 2.7(b) of the Indenture)
   c/o U.S. Bank
    Attention:
    Corporate Trust and Agency Services Elizabeth C. Hammer
  RE:
    5.25% Senior Notes due 2021
    (the Notes) of FMC Finance VII S.A.  Indenture
  
   E-1




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##### 



[Name of Transferor]
  By:  Name:
 Title:
 Telephone No.:
  Please print name and address (including zip code number)     E-2