<PAGE>   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

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                   <C>                                                                                  <C>
Article I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............................................2

Section 1.1           Definitions.............................................................................2
Section 1.2           Compliance Certificate and Opinions....................................................22
Section 1.3           Form of Documents Delivered to Trustee.................................................22
Section 1.4           Acts of Holders; Record Date...........................................................23
Section 1.5           Notices, etc., to Trustee, Note Issuer and Guarantors..................................24
Section 1.6           Notice to Holders; Waiver..............................................................24
Section 1.7           Conflict with Trust Indenture Act......................................................25
Section 1.8           Effect of Headings and Table of Contents...............................................25
Section 1.9           Successors and Assigns.................................................................25
Section 1.10          Separability Clause....................................................................25
Section 1.11          Benefits of Indenture..................................................................26
Section 1.12          Governing Law..........................................................................26
Section 1.13          Non-Business Days......................................................................26
Section 1.14          Duplicate Originals....................................................................26
Section 1.15          Submission to Jurisdiction.............................................................26

Article II. SECURITY AND GUARANTY FORMS......................................................................27

Section 2.1           Forms Generally........................................................................27
Section 2.2           Form of Face of Security...............................................................28
Section 2.3           Form of Reverse of Security............................................................30
Section 2.4           Additional Provisions Required in Global Security and Initial Security.................33
Section 2.5           Form of Trustee's Certificate of Authentication........................................34
Section 2.6           Form of Guaranty.......................................................................34

Article III. THE SECURITIES..................................................................................40

Section 3.1           Title and Terms........................................................................40
Section 3.2           Denominations..........................................................................41
Section 3.3           Execution, Authentication, Delivery and Dating.........................................41
Section 3.4           Temporary Securities...................................................................42
Section 3.5           Registration, Registration of Transfer and Exchange....................................42
Section 3.6           Mutilated, Destroyed, Lost and Stolen Securities.......................................44
Section 3.7           Payment of Interest; Interest Rights Preserved.........................................45
Section 3.8           Persons Deemed Owners..................................................................46
Section 3.9           Cancellation...........................................................................47
Section 3.10          Computation of Interest................................................................47
Section 3.11          Right of Set-Off.......................................................................47
Section 3.12          Agreed Tax Treatment...................................................................47
Section 3.13          CUSIP Numbers..........................................................................47

Article IV. SATISFACTION AND DISCHARGE.......................................................................48

Section 4.1           Satisfaction and Discharge of Indenture................................................48
</TABLE>

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<TABLE>
<S>                   <C>                                                                                  <C>
Section 4.2           Application of Trust Money; Reinstatement..............................................49
Section 4.3           Satisfaction, Discharge and Defeasance of Securities...................................50

Article V. REMEDIES..........................................................................................52

Section 5.1           Events of Default......................................................................52
Section 5.2           Acceleration of Maturity; Rescission and Annulment.....................................53
Section 5.3           Collection of Indebtedness and Suits for Enforcement by Trustee........................55
Section 5.4           Trustee May File Proofs of Claim.......................................................55
Section 5.5           Trustee May Enforce Claims Without Possession of Securities............................56
Section 5.6           Application of Money Collected.........................................................56
Section 5.7           Limitation on Suits....................................................................57
Section 5.8           Unconditional Right of Holders to Receive Principal, Premium and Interest..............58
Section 5.9           Restoration of Rights and Remedies.....................................................58
Section 5.10          Rights and Remedies Cumulative.........................................................58
Section 5.11          Delay or Omission Not Waiver...........................................................58
Section 5.12          Control by Holders.....................................................................59
Section 5.13          Waiver of Past Defaults................................................................59
Section 5.14          Undertaking for Costs..................................................................60
Section 5.15          Waiver of Usury, Stay or Extension Laws................................................60

Article VI. THE TRUSTEE......................................................................................60

Section 6.1           Certain Duties and Responsibilities....................................................60
Section 6.2           Notice of Defaults.....................................................................61
Section 6.3           Certain Rights of Trustee..............................................................62
Section 6.4           Not Responsible for Recitals or Issuance of Securities.................................63
Section 6.5           May Hold Securities....................................................................63
Section 6.6           Money Held in Trust....................................................................63
Section 6.7           Compensation and Reimbursement.........................................................63
Section 6.8           Disqualification; Conflicting Interests................................................64
Section 6.9           Corporate Trustee Required; Eligibility................................................64
Section 6.10          Resignation and Removal; Appointment of Successor......................................65
Section 6.11          Acceptance of Appointment by Successor.................................................66
Section 6.12          Merger, Conversion, Consolidation or Succession to Business............................66
Section 6.13          Preferential Collection of Claims Against Note Issuer..................................67
Section 6.14          Appointment of Authenticating Agent....................................................67

Article VII. HOLDER'S LISTS AND REPORTS BY TRUSTEE AND NOTE ISSUER...........................................69

Section 7.1           Note Issuer to Furnish Trustee Names and Addresses of Holders..........................69
Section 7.2           Preservation of Information, Communications to Holders.................................69
Section 7.3           Reports by Trustee.....................................................................69
Section 7.4           Reports by Note Issuer.................................................................70

Article VIII. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...........................................70

Section 8.1           Note Issuer May Consolidate, etc., Only on Certain Terms...............................70
Section 8.2           Guarantors May Consolidate, etc., Only on Certain Terms................................71
</TABLE>

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<PAGE>   4

<TABLE>
<S>                   <C>                                                                                  <C>
Section 8.3           Successor Corporation Substituted......................................................72
Section 8.4           Successor to Note Issuer...............................................................73

Article IX. SUPPLEMENTAL INDENTURES..........................................................................73

Section 9.1           Supplemental Indentures Without Consent of Holders.....................................73
Section 9.2           Supplemental Indentures with Consent of Holders........................................74
Section 9.3           Execution of Supplemental Indentures...................................................75
Section 9.4           Effect of Supplemental Indentures......................................................75
Section 9.5           Conformity with Trust Indenture Act....................................................76
Section 9.6           Reference in Securities to Supplemental Indentures.....................................76

Article X. COVENANTS.........................................................................................76

Section 10.1          Payment of Principal, Premium and Interest.............................................76
Section 10.2          Maintenance of Office or Agency........................................................76
Section 10.3          Money for Security Payments to be Held in Trust........................................77
Section 10.4          Existence..............................................................................78
Section 10.5          Maintenance of Properties..............................................................78
Section 10.6          Payment of Taxes and Other Claims......................................................78
Section 10.7          Maintenance of Insurance...............................................................79
Section 10.8          Limitation on Incurrence of Indebtedness...............................................79
Section 10.9          Limitation on Restricted Payments......................................................80
Section 10.10         Limitation on Restrictions on Distributions from Subsidiaries..........................81
Section 10.11         Senior Subordinated Indebtedness; Liens................................................82
Section 10.12         Limitation on Affiliate Transactions...................................................83
Section 10.13         Limitation on Sales of Assets and Subsidiary Stock.....................................83
Section 10.14         Intentionally Omitted..................................................................86
Section 10.15         Change of Control......................................................................86
Section 10.16         Statement as to Compliance and Default.................................................87
Section 10.17         Ownership of the Trust and the Note Issuer; Business of the Note Issuer................87
Section 10.18         Waiver of Certain Covenants............................................................88
Section 10.19         Additional Amounts; Additional Interest................................................88
Section 10.20         Suspension of Covenants During Achievement of Investment Grade Status..................89

Article XI. REDEMPTION OF SECURITIES.........................................................................89

Section 11.1          Applicability of This Article..........................................................89
Section 11.2          Election to Redeem; Notice to Trustee..................................................89
Section 11.3          Intentionally Omitted..................................................................90
Section 11.4          Notice of Redemption...................................................................90
Section 11.5          Deposit of Redemption Price............................................................90
Section 11.6          Payment of Securities Called for Redemption............................................90
Section 11.7          Note Issuer's Right of Redemption in Certain Circumstances.............................91

Article XII. SUBORDINATION OF SECURITIES.....................................................................91

Section 12.1          Securities Subordinate to Senior Indebtedness..........................................91
Section 12.2          Payment Over of Proceeds Upon Dissolution, etc.........................................91
Section 12.3          Prior Payment to Senior Indebtedness Upon Acceleration of Securities...................92
</TABLE>

                                      iii
<PAGE>   5

<TABLE>
<S>                   <C>                                                                                  <C>
Section 12.4          No Payment When Senior Indebtedness in Default.........................................93
Section 12.5          Payment Permitted If No Default........................................................94
Section 12.6          Subrogation to Rights of Holders of Senior Indebtedness................................94
Section 12.7          Provisions Solely to Define Relative Rights............................................95
Section 12.8          Trustee to Effectuate Subordination....................................................95
Section 12.9          No Waiver of Subordination Provisions..................................................95
Section 12.10         Notice to Trustee......................................................................95
Section 12.11         Reliance on Judicial Order or Certificate of Liquidating Agent.........................96
Section 12.12         Trustee Not Fiduciary for Holders of Senior Indebtedness...............................96
Section 12.13         Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights...96
Section 12.14         Article Applicable to Paying Agents....................................................96
Section 12.15         Certain Conversions or Exchanges Deemed Payment........................................96

Article XIII. GUARANTY.......................................................................................97

Section 13.1          Guaranty...............................................................................97
Section 13.2          Execution and Delivery of Guaranties..................................................100
Section 13.3          Guarantors May Consolidate, etc., on Certain Terms....................................101
Section 13.4          Release of Guarantors.................................................................101
Section 13.5          Additional Guarantors.................................................................101

Article XIV. SUBORDINATION OF GUARANTIES....................................................................102

Section 14.1          Guaranties Subordinate to Senior Indebtedness of Guarantors...........................102
Section 14.2          Payment Over of Proceeds Upon Dissolution, etc........................................102
Section 14.3          Prior Payment to Senior Indebtedness of a Guarantor Upon Acceleration of Securities...103
Section 14.4          No Payment When Senior Indebtedness of a Guarantor in Default.........................103
Section 14.5          Payment Permitted If No Default.......................................................104
Section 14.6          Subrogation to Rights of Holders of Senior Indebtedness of a Guarantor................105
Section 14.7          Provisions Solely to Define Relative Rights...........................................105
Section 14.8          Trustee to Effectuate Subordination...................................................106
Section 14.9          No Waiver of Subordination Provisions.................................................106
Section 14.10         Notice to Trustee.....................................................................106
Section 14.11         Reliance on Judicial Order or Certificate of Liquidating Agent........................106
Section 14.12         Trustee Not Fiduciary for Holders of Senior Indebtedness of the Guarantors............107
Section 14.13         Rights of Trustee as Holder of Senior Indebtedness of the Guarantors; Preservation
                        of Trustee's Rights.................................................................107
Section 14.14         Article Applicable to Paying Agents...................................................107
Section 14.15         Certain Conversions or Exchanges Deemed Payment.......................................107


EXHIBITS
         EXHIBIT A         Form of Amended and Restated Declaration of Trust of Fresenius
                           Medical Care Capital Trust IV
</TABLE>

                                       iv
<PAGE>   6

                    FMC TRUST FINANCE S.a.r.l. LUXEMBOURG-III

                Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended
by the Trust Reform Act of 1990, are a part of and govern the Indenture upon
consummation of the Exchange Offer (as defined in the Indenture) whether or not
physically contained therein) and the Senior Subordinated Indenture, dated as of
June 6, 2001.

<TABLE>
<CAPTION>
TRUST INDENTURE                                                                                  INDENTURE
ACT SECTION                                                                                          SECTION
-----------                                                                                          -------
<S>               <C>                                                                                <C>
Section 310       (a)(1), (2) and (5)................................................................6.9
                  (a)(3).............................................................................Not Applicable
                  (a)(4).............................................................................Not Applicable
                  (b)................................................................................6.8
                  ...................................................................................6.10
                  (c)................................................................................Not Applicable
Section 311       (a)................................................................................6.13
                  (b)................................................................................6.13
                  (b)(2).............................................................................6.13
                  ...................................................................................6.13
Section 312       (a)................................................................................7.1
                  ...................................................................................7.2(a)
                  (b)................................................................................7.2(b)
                  (c)................................................................................7.2(c)
Section 313       (a)................................................................................7.3(a)
                  (b)................................................................................7.3(a)
                  (c)................................................................................7.3(a), 7.3(b)
                  (d)................................................................................7.3(c)
Section 314       (a)(1), (2) and (3)................................................................7.4
                  (a)(4).............................................................................10.16
                  (b)................................................................................Not Applicable
                  (c)(1).............................................................................1.2
                  (c)(2).............................................................................1.2
                  (c)(3).............................................................................Not Applicable
                  (d)................................................................................Not Applicable
                  (e)................................................................................1.2
                  (f)................................................................................Not Applicable
Section 315       (a)................................................................................6.1(a)
                  (b)................................................................................6.2
                  ...................................................................................7.3(a)(6)
                  (c)................................................................................6.1(b)
                  (d)................................................................................6.1(c)
</TABLE>

                                       v
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<TABLE>
<S>               <C>                                                                                <C>
                  (d)(1).............................................................................6.1(a)
                  (d)(2).............................................................................6.1(c)(2)
                  (d)(3).............................................................................6.1(c)(3)
                  (e)................................................................................5.14
Section 316       (a)................................................................................1.1
                  (a)(1)(A)..........................................................................5.12
                  (a)(1)(B)..........................................................................5.13
                  (a)(2).............................................................................Not Applicable
                  (b)................................................................................5.8
                  (c)................................................................................1.4(f)
Section 317       (a)(1).............................................................................5.3
                  (a)(2).............................................................................5.4
                  (b)................................................................................10.3
Section 318       (a)................................................................................1.7
</TABLE>

--------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Senior Subordinated Indenture.

                                       vi
<PAGE>   8

                    FMC TRUST FINANCE S.a.r.l. LUXEMBOURG-III
                          SENIOR SUBORDINATED INDENTURE

                SENIOR SUBORDINATED INDENTURE dated as of June 6, 2001, among
FMC TRUST FINANCE S.a.r.l. LUXEMBOURG-III, a private limited company (Societe a
responsabilite limitee) organized under the laws of Luxembourg (hereinafter
called the "Note Issuer") having its principal office at L-2557 Luxembourg, 7A
rue Robert Stamper, as issuer, FRESENIUS MEDICAL CARE AG, a stock corporation
(Aktiengesellschaft) organized under the laws of Germany (hereinafter called the
"Company"), as the Company and as a Guarantor, each of the other GUARANTORS (as
hereinafter defined), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts
chartered trust company, trustee (hereinafter called the "Trustee").

                 RECITALS OF THE NOTE ISSUER AND THE GUARANTORS

                The Note Issuer has duly authorized the execution and delivery
of this Indenture to provide for the issuance of its 7 7/8% Senior Subordinated
Notes due June 15, 2011 of substantially the tenor hereinafter provided,
including, without limitation, Securities (this term and other capitalized terms
used and not defined in these recitals having the respective meanings set forth
in Article I hereof) issued to evidence loans made to the Note Issuer of the
proceeds from the issuance by Fresenius Medical Care Capital Trust IV, a
statutory business trust organized under the laws of Delaware (the "Trust"), of
preferred trust interests in such Trust (the "Preferred Securities") and common
trust interests in such Trust (the "Common Securities" and, collectively with
the Preferred Securities, the "Trust Securities"), and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered.

                The Company, directly or indirectly, owns beneficially and of
record 100% of the Capital Stock of the Note Issuer and the other Guarantors
(other than the preferred stock of Fresenius Medical Care Holdings, Inc.); the
Note Issuer and the Guarantors are members of the same consolidated group of
companies and are engaged in related businesses; the Guarantors will derive
direct and indirect economic benefit from the issuance of the Securities;
accordingly, the Guarantors have each duly authorized the execution and delivery
of this Indenture to provide for the Guarantee by each of them with respect to
the Securities as set forth in this Indenture.

                All things necessary to make the Securities, when executed by
the Note Issuer and authenticated and delivered hereunder and duly issued by the
Note Issuer, the valid obligations of the Note Issuer, to make the Guarantees of
each of the Guarantors, when executed by the respective Guarantors and endorsed
on the Securities, authenticated and delivered hereunder, the valid obligations
of the respective Guarantors, and to make this Indenture a valid agreement of
the Note Issuer and each of the Guarantors in accordance with its terms, have
been done.

                NOW THEREFORE, THIS INDENTURE WITNESSETH: For and in
consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities, as follows:

                                       1
<PAGE>   9

                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

        .1 Definitions.

                For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                (1)     The terms defined in this Article have the meanings
                assigned to them in this Article, and include the plural as well
                as the singular;

                (2)     All other terms used herein which are defined in the
                Trust Indenture Act, either directly or by reference therein,
                have the meanings assigned to them therein;

                (3)     All accounting terms not otherwise defined herein have
                the meanings assigned to them in accordance with generally
                accepted accounting principles, and the term "generally accepted
                accounting principles" with respect to any computation required
                or permitted hereunder shall mean such accounting principles
                which are generally accepted at the date or time of such
                computation; provided, that when two or more principles are so
                generally accepted, it shall mean that set of principles
                consistent with those in use by the Company;

                (4)     Unless otherwise specifically set forth herein, all
                calculations or determinations of a Person shall be performed or
                made on a consolidated basis in accordance with generally
                accepted accounting principles; and

                (5)     The words "herein," "hereof" and "hereunder" and other
                words of similar import refer to this Indenture as a whole and
                not to any particular Article, Section or other subdivision.

        "Act" when used with respect to any Holder has the meaning specified in
Section 1.4.

        "Additional Amounts" has the meaning specified in Section 10.19(a).

        "Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business; (ii) the Capital Stock of
a Person that becomes a Subsidiary as a result of the acquisition of such
Capital Stock by the Company or another Subsidiary; or (iii) Capital Stock
constituting a minority interest in any Person that at such time is a
Subsidiary; provided, however, that any such Subsidiary described in clauses
(ii) or (iii) above is primarily engaged in a Related Business.

        "Additional Interest" has the meaning specified in Section 10.19(b).

        "Additional Sums" means the interest (compounded quarterly), if any,
that shall accrue on any interest on the Securities in arrears for more than one
quarter at the rate per annum specified in this Indenture for the Securities.

        "Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified

                                       2
<PAGE>   10

Person; provided, however, that an Affiliate of the Company shall not be deemed
to include the Trust, Fresenius Medical Care Capital Trust, Fresenius Medical
Care Capital Trust II or Fresenius Medical Care Capital Trust III or any
business trust organized and operated on such similar terms. For the purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. For purposes of Sections 10.9, 10.12 and 10.13 only, Affiliate shall
also mean any beneficial owner of Capital Stock representing 5% or more of the
total voting power of the Voting Stock (on a fully diluted basis) of the Company
or of rights or warrants to purchase such Capital Stock (whether or not
currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

        "Affiliate Transaction" has the meaning specified in Section 10.12(a).

        "Approved Lender" has the meaning specified under the definition of
"Temporary Cash Investments."

        "Asset Disposition" means any sale, lease, transfer or other disposition
(or series of related sales, leases, transfers or dispositions) by the Company
or any Subsidiary, including any disposition by means of a merger, consolidation
or similar transaction (each referred to for the purposes of this definition as
a "disposition"), of (i) any shares of Capital Stock of any Subsidiary (other
than directors qualifying shares or shares required by applicable law to be held
by a Person other than the Company or a Subsidiary), (ii) all or substantially
all the assets of any division or line of business of the Company or any
Subsidiary or (iii) any other assets of the Company or any Subsidiary outside of
the ordinary course of business of the Company or such Subsidiary (other than,
in the case of (i), (ii) and (iii) above, (y) a disposition by a Subsidiary to
the Company or by the Company or a Subsidiary to a Wholly Owned Subsidiary and
(z) for purposes of Section 10.13 only, a disposition that constitutes a
Restricted Payment permitted by Section 10.9).

        "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities.

        "Average Life" means, as of the date of determination, with respect to
any Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the
sum of the products of numbers of years from the date of determination to the
dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (ii) the sum of all such payments.

        "Blockage Notice" has the meaning specified in Section 12.4.

        "Board of Directors" means, with respect to the Note Issuer, Company or
a Subsidiary, as the case may be, the Board of Directors (or other body
performing functions similar to any of those performed by a Board of Directors
including those performed, in the case of a German corporation, by the Managing
Board or the Supervisory Board) of such person or any committee thereof duly
authorized to act on behalf of such Board (or other body).

                                       3
<PAGE>   11

        "Board Resolution" means, with respect to the Note Issuer or a
Guarantor, a copy of a resolution certified by the Secretary or an Assistant
Secretary or a member of the Managing Board of the Note Issuer or such Guarantor
to have been duly adopted by the Board of Directors, or such committee of the
Board of Directors or officers of the Note Issuer or such Guarantor to which
authority to act on behalf of the Board of Directors has been delegated, and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.

        "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in New York City, Frankfurt am Main or
Luxembourg are authorized or required by law or executive order to remain closed
or (iii) a day on which the Corporate Trust Office of the Trustee or, with
respect to the Preferred Securities, the Corporate Trust Office of the Preferred
Trustee under the Declaration, is closed for business.

        "Capital Lease Obligations" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

        "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

        "Change of Control" means any transaction or series of transactions in
which any Person or group (within the meaning of Rule 13d-5 under the Exchange
Act and Section 13(d) and 14(d) of the Exchange Act) other than Fresenius
Aktiengesellschaft and its Subsidiaries (i) acquires all or substantially all of
the Company's assets or (ii) becomes the direct or indirect "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), by way of merger,
consolidation, other business combination or otherwise, of greater than 50% of
the total voting power (on a fully diluted basis as if all convertible
securities had been converted and all options and warrants had been exercised)
entitled to vote in the election of directors of the Company or the Surviving
Person (if other than the Company).

        "Change of Control Triggering Event" means the occurrence of both a
Change of Control and a Rating Decline.

        "Commission" means the U.S. Securities and Exchange Commission.

        "Common Securities" has the meaning specified in the first paragraph of
the Recitals to this Indenture.

        "Company" has the meaning set forth in the first paragraph of this
Indenture.

        "Company Guarantee" means the guarantee by the Company of distributions
on the Preferred Securities of the Trust for the benefit of the holders of the
Preferred Securities to the extent provided in the Guarantee Agreement, executed
and delivered by the Company and the Preferred Trustee pursuant to the
Declaration, as the same may be amended from time to time.

                                       4
<PAGE>   12

        "Consolidated Coverage Ratio" as of any date of determination means the
ratio of (i) the aggregate amount of EBITDA for the Company's most recently
ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date of such determination to (ii)
Consolidated Interest Expense for such four fiscal quarters; provided, however,
that (1) if the Company or any Subsidiary has Incurred any Indebtedness since
the beginning of such period that remains outstanding or if the transaction
giving rise to the need to calculate the Consolidated Coverage Ratio is an
Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense
for such period shall be calculated after giving effect on a pro forma basis to
such Indebtedness as if such Indebtedness had been Incurred on the first day of
such period and the discharge of any other Indebtedness repaid, repurchased,
defeased or otherwise discharged with the proceeds of such new Indebtedness as
if such discharge had occurred on the first day of such period, (2) if since the
beginning of such period the Company or any Subsidiary shall have made any Asset
Disposition, the EBITDA for such period shall be reduced by an amount equal to
the EBITDA (if positive) directly attributable to the assets which are the
subject of such Asset Disposition for such period, or increased by an amount
equal to the EBITDA (if negative), directly attributable thereto for such period
and Consolidated Interest Expense for such period shall be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to the Company and its continuing Subsidiaries
in connection with such Asset Disposition for such period (or, if the Capital
Stock of any Subsidiary is sold, the Consolidated Interest Expense for such
period directly attributable to the Indebtedness of such Subsidiary to the
extent the Company and its continuing Subsidiaries are no longer liable for such
Indebtedness after such sale), (3) if since the beginning of such period the
Company or any Subsidiary (by merger or otherwise) shall have made an Investment
in any Subsidiary (or any Person which becomes a Subsidiary) or an acquisition
of assets, including any acquisition of assets occurring in connection with a
transaction requiring a calculation to be made hereunder, which constitutes all
or substantially all of an operating unit of a business, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma
effect thereto (including the Incurrence of any Indebtedness) as if such
Investment or acquisition occurred on the first day of such period and (4) if
since the beginning of such period any Person (that subsequently became a
Subsidiary or was merged with or into the Company or any Subsidiary since the
beginning of such period) shall have made any Asset Disposition, any Investment
or acquisition of assets that would have required an adjustment pursuant to
clause (2) or (3) above if made by the Company or a Subsidiary during such
period, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto as if such Asset Disposition,
Investment or acquisition occurred on the first day of such period. For purposes
of this definition, whenever pro forma effect is to be given to an acquisition
of assets, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness Incurred in
connection therewith, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting officer of the Company. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest of such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months).

        "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Subsidiaries, plus, to the
extent not included in such total

                                       5
<PAGE>   13

interest expense, and to the extent incurred by the Company or its Subsidiaries,
(i) interest expense attributable to capital leases, (ii) amortization of debt
discount and debt issuance cost, (iii) capitalized interest, (iv) non-cash
interest expenses, (v) commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing, (vi) net
costs associated with Hedging Obligations (including amortization of fees),
(vii) Preferred Stock dividends in respect of all Preferred Stock held by
Persons other than the Company or a Wholly Owned Subsidiary, (viii) interest
incurred in connection with Investments in discontinued operations, (ix)
interest accruing on any Indebtedness of any other Person to the extent such
Indebtedness is Guaranteed by the Company or any Subsidiary and (x) the cash
contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees
to any Person (other than the Company) in connection with Indebtedness Incurred
by such plan or trust.

        "Consolidated Net Income" means, for any period, the net income of the
Company and its consolidated Subsidiaries; provided, however, that there shall
not be included in such Consolidated Net Income: (i) any net income of any
Person if such Person is not a Subsidiary, except that (A) subject to the
exclusion contained in clause (iv) below, the Company's equity in the net income
of any such Person for such period shall be included in such Consolidated Net
Income up to the aggregate amount of cash actually distributed by such Person
during such period to the Company or a Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution paid to a
Subsidiary, to the limitations contained in clause (iii) below) and (B) the
Company's equity in a net loss of any such Person for such period shall be
included in determining such Consolidated Net Income; (ii) any net income (or
loss) of any Person acquired by the Company or a Subsidiary in a pooling of
interests transaction for any period prior to the date of such acquisition;
(iii) any net income of any Subsidiary that is not a Wholly Owned Subsidiary if
such Subsidiary is subject to contractual, governmental or regulatory
restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Subsidiary, directly or indirectly, to the Company,
except that (A) subject to the exclusion contained in clause (iv) below, the
Company's equity in the net income of any such Subsidiary for such period shall
be included in such Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Subsidiary during such period to the Company or
another Subsidiary as a dividend or other distribution (subject, in the case of
a dividend or other distribution paid to another Subsidiary that is not a Wholly
Owned Subsidiary, to the limitation contained in this clause) and (B) the
Company's equity in a net loss of any such Subsidiary for such period shall be
included in determining such Consolidated Net Income; (iv) any gain (but not
loss) realized upon the sale or other disposition of any assets of the Company
or its consolidated Subsidiaries (including pursuant to any sale and leaseback
arrangement) that is not sold or otherwise disposed of in the ordinary course of
business and any gain (but not loss) realized upon the sale or other disposition
of any Capital Stock of any Person; (v) extraordinary gains or losses; and (vi)
the cumulative effect of a change in accounting principles.

        "Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of the Company and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the Company's most
recently ended fiscal quarter for which internal financial statements are
available prior to the taking of any action for the purpose of which the
determination is being made, as (i) the par or stated value of all outstanding
Capital Stock of the Company plus (ii) paid-in capital or capital surplus
relating to

                                       6
<PAGE>   14

such Capital Stock plus (iii) any retained earnings or earned surplus less (A)
any accumulated deficit and (B) any amounts attributable to Disqualified Stock.

        "Corporate Trust Office" means the principal office of the Trustee in
Hartford, Connecticut.

        "corporation" means a corporation, association, partnership, limited
liability company, business trust or other business entity.

        "Credit Agreements" means the Senior Credit Agreement and the Other Bank
Agreements; provided, that the aggregate principal amount of Indebtedness that
may be outstanding, at any one time, under such agreements does not exceed
$2,500,000,000.

        "Currency Agreement" means any foreign currency exchange contract,
currency swap agreement or other similar agreement or arrangement designed and
entered into to protect the Company or any Subsidiary against fluctuations in
currency exchange rates.

        "Declaration" means the Amended and Restated Declaration of Trust
substantially in the form attached hereto as Exhibit A, as amended from time to
time.

        "Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.

        "Defaulted Interest" has the meaning specified in Section 3.7.

        "Depository" means, with respect to the Securities issuable or issued in
whole or in part in the form of one or more Global Securities, the Person
designated as Depository by the Note Issuer (or any successor thereto).

        "Disqualified Stock" means, with respect to any Person, any Capital
Stock that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event
(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise, (ii) is convertible or exchangeable for Indebtedness or
Disqualified Stock or (iii) is redeemable at the option of the holder thereof,
in whole or in part, in each case on or prior to the first anniversary of the
Stated Maturity of the Securities; provided, however, that any Capital Stock
that would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to repurchase or redeem such
Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the first anniversary of the Stated Maturity of the
Securities shall not constitute Disqualified Stock if the "asset sale" or
"change of control" provisions applicable to such Capital Stock are not more
favorable to the holders of such Capital Stock than the provisions of Sections
10.13 and 10.15.

        "EBITDA" for any period means the sum of Consolidated Net Income, plus
Consolidated Interest Expense plus the following to the extent deducted in
calculating such Consolidated Net Income: (a) all income tax expense of the
Company and its Subsidiaries, (b) depreciation expense and (c) amortization
expense, in each case for such period. Notwithstanding the foregoing, the
provision for taxes based on the income or profits of, and the depreciation and
amortization of, a Subsidiary that is not a Wholly Owned Subsidiary shall be
added to Consolidated Net Income to compute EBITDA only to the extent (and in
the

                                       7
<PAGE>   15

same proportion) that the net income of such Subsidiary was included in
calculating Consolidated Net Income and only if a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Subsidiary or its stockholders.

        "Event of Default" has the meaning specified in Article V.

        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.

        "Exchange Offer" means the exchange offer contemplated by the
Registration Rights Agreement.

        "Exchange Offer Registration Statement" means a registration statement
of the Note Issuer, the Guarantors and the Trust pursuant to the applicable
provisions of the Registration Rights Agreement on an appropriate form under the
Securities Act, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
prospectus contained therein, all exhibits and materials included therewith or
incorporated by reference therein pursuant to the requirements of the Securities
Act or the Exchange Act.

        "Exchange Preferred Securities" means a series of Preferred Securities
of the Trust to be issued under the Declaration in connection with the offer to
exchange Preferred Securities for a new series of Preferred Securities pursuant
to the Declaration and the Registration Rights Agreement.

        "Exchange Security" or "Exchange Securities" means any Security or
Securities authenticated and delivered under this Indenture in connection with
the Exchange Offer, the offer and sale of which has or have been registered
under the Securities Act pursuant to the Registration Rights Agreement.

        "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
(i) in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board, (iii) in such other
statements by such other entity as approved by a significant segment of the
accounting profession, and (iv) the rules and regulations of the Commission
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the
Commission.

        "Global Security" means a Security in the form prescribed in Section 2.4
evidencing all or part of the Securities, issued to the Depository or its
nominee for such series, and registered in the name of such Depository or its
nominee.

        "Government Obligations" means securities which are (i) direct
obligations of the United States of America or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is

                                       8
<PAGE>   16

unconditionally guaranteed by the United States of America and which, in either
case, are full faith and credit obligations of the United States of America and
are not callable or redeemable at the option of the issuer thereof and shall
also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to
any such Government Obligation or a specific payment of interest on or principal
of any such Government Obligation held by such custodian for the account of the
holder of such depository receipt; provided, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

        "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness or other obligation of any
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation of such Person (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services, to take-or-pay or to maintain
financial statement conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided, however, that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business. The term Guarantee used as a verb has a
corresponding meaning.

        "Guarantor Blockage Notice" has the meaning specified in
Section 14.4(b).

        "Guarantor Payment Blockage Period" has the meaning specified in
Section 14.4(b).

        "Guarantor Proceeding" has the meaning specified in Section 14.2.

        "Guarantor Senior Subordinated Payment" has the meaning specified in
Section 14.2.

        "Guarantors" means the Company, Fresenius Medical Care Holdings, Inc., a
New York corporation, and Fresenius Medical Care Deutschland GmbH, a German
limited liability company.

        "Guaranty" means the Guarantee by a Guarantor of the Note Issuer's
obligations with respect to the Securities.

        "Guaranty Agreement" means, in the context of a consolidation, merger or
sale of all or substantially all of the assets of a Guarantor, an agreement by
which the Surviving Person from such a transaction expressly assumes all of the
obligations of such Guarantor under its Guaranty.

        "Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement.

        "Holder" means a Person in whose name a Security is registered in the
Securities Register. The Preferred Trustee shall be the initial Holder of the
Securities.

                                       9
<PAGE>   17

        "Incur" means issue, assume, Guarantee, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary. The term "Incurrence" when used
as a noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall be deemed the Incurrence
of Indebtedness.

        "Indebtedness" means, with respect to any Person on any date of
determination (without duplication), (i) the principal of and premium (if any)
in respect of (A) indebtedness of such Person for money borrowed and (B)
indebtedness evidenced by notes, debentures, bonds or other similar instruments
for the payment of which such Person is responsible or liable; (ii) all Capital
Lease Obligations of such Person; (iii) all obligations of such Person issued or
assumed as the deferred purchase price of property or services, all conditional
sale obligations of such Person and all obligations of such Person under any
title retention agreement (other than (x) customary reservations or retentions
of title under agreements with suppliers entered into in the ordinary course of
business, (y) trade debt incurred in the ordinary course of business and due
within six months of the incurrence thereof and (z) obligations incurred under a
pension, retirement or deferred compensation program or arrangement regulated
under the Employee Retirement Income Security Act of 1974, as amended, or the
laws of a foreign government); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, bank guaranty, banker's
acceptance or similar credit transaction (other than obligations with respect to
letters of credit and bank guaranties (A) not made under the Senior Credit
Agreement and (B) securing obligations (other than obligations described in
clauses (i) through (iii) above) entered into in the ordinary course of business
of such Person to the extent such letters of credit are not drawn upon or, if
and to the extent drawn upon, such drawing is reimbursed no later than the tenth
Business Day following receipt by such Person of a demand for reimbursement
following payment on the letter of credit); (v) the amount of all obligations of
such Person with respect to the redemption, repayment or other repurchase of any
Disqualified Stock or, with respect to any subsidiary of such Person, any
Preferred Stock (but excluding, in each case, any accrued dividends); (vi) all
obligations of the type referred to in clauses (i) through (v) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee; (vii) all
obligations of the type referred to in clauses (i) through (vi) of other Persons
secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the value of such property or assets or the amount of
the obligation so secured; and (viii) to the extent not otherwise included in
this definition, Hedging Obligations of such Person. The amount of Indebtedness
of any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent
obligations at such date.

        "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to

                                       10
<PAGE>   18

be a part of and govern this instrument and any such supplemental indenture,
respectively, and shall include the terms of the Securities established as
contemplated by Section 3.1.

        "Initial Security" or "Initial Securities" means any Security or
Securities authenticated and delivered under this Indenture and not registered
under the Securities Act.

        "Interest Payment Date" means March 14, June 14, September 14 and
December 14 of each year, commencing September 14, 2001.

        "Interest Rate" means the rate of interest specified or determined as
specified as being the rate of interest payable on the Securities.

        "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement or other financial agreement or arrangement designed
and entered into to protect the Company or any Subsidiary against fluctuations
in interest rates.

        "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of such Person) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person.

        "Investment Company Event" means the receipt by the Company of an
Opinion of Counsel, rendered by a law firm having a nationally recognized tax
and securities practice, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), the Trust is or will be considered an
"investment company" that is required to be registered under the 1940 Act, which
Change in 1940 Act Law becomes effective on or after the date of original
issuance of the Preferred Securities of the Trust.

        "Investment Grade" means a rating of BBB- or higher by S&P and Baa3 or
higher by Moody's or the equivalent of such ratings by S&P or Moody's and the
equivalent in respect of Rating Categories of any Rating Agencies substituted
for S&P or Moody's.

        "Investment Grade Status" exists as of any time if at such time (i) the
rating assigned to the Securities by Moody's is at least Baa3 (or the
equivalent) or higher and (ii) the rating assigned to the Securities by S&P is
at least BBB- (or the equivalent) or higher.

        "Issue Date" means the date on which the Securities are originally
issued.

        "Lien" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).

        "Liquidated Damages" means amounts payable to the holders of Preferred
Securities as "Liquidated Damages" as defined in and pursuant to the
Registration Rights Agreement.

                                       11
<PAGE>   19

        "Luxco" means FMC Trust Finance S.a.r.l. Luxembourg, a private limited
company (Societe a responsible Limitee) organized under the laws of Luxembourg
and a wholly-owned subsidiary of the Company and, solely for purposes of Section
10.13, any successor thereto.

        "Maturity" when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

        "Moody's" means Moody's Investors Service, Inc. and its successors.

        "1940 Act" means the Investment Company Act of 1940, as amended.

        "NMC" means National Medical Care, Inc., a Delaware corporation.

        "Net Available Cash" from an Asset Disposition means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to such properties or assets or received in any other
non-cash form) in each case net of (i) all legal, title and recording tax
expenses, commissions and other fees and expenses incurred, and all U.S.
federal, state, provincial, foreign and local taxes required to be accrued as a
liability under GAAP, as a consequence of such Asset Disposition, (ii) all
payments made on any Indebtedness which is secured by any assets subject to such
Asset Disposition, in accordance with the terms of any Lien upon or other
security agreement of any kind with respect to such assets, or which must by its
terms, or in order to obtain a necessary consent to such Asset Disposition, or
by applicable law be, repaid out of the proceeds from such Asset Disposition,
(iii) all distributions and other payments required to be made to minority
interest holders in Subsidiaries or joint ventures as a result of such Asset
Disposition and (iv) the deduction of appropriate amounts provided by the seller
as a reserve, in accordance with GAAP, against any liabilities associated with
the property or other assets disposed in such Asset Disposition and retained by
the Company or any Subsidiary after such Asset Disposition.

        "Net Cash Proceeds" with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

        "9% Indenture" means the senior subordinated indenture dated as of
November 27, 1996, as amended by the supplemental indenture dated as of February
19, 1998 and the second supplemental indenture dated as of November 30, 1998, by
and between Luxco, Fleet National Bank (as predecessor to State Street Bank and
Trust Company), as trustee, the Company and the subsidiary guarantors named
therein with respect to the issuance of the 9% senior subordinated notes of
Luxco due December 1, 2006 in the aggregate principal amount of $360,360,000, as
supplemented and in effect as of the date hereof, as it may be further amended,
modified or otherwise supplemented from time to time.

        "9% Notes" means the 9% senior subordinated notes due December 1, 2006
issued pursuant to the 9% Indenture.

                                       12
<PAGE>   20

        "Note Issuer" means the Person named as the "Note Issuer" in the first
paragraph of this Indenture until a successor issuer shall have become such
pursuant to Article VIII, and thereafter "Note Issuer" shall mean such successor
issuer.

        "Note Issuer Request" and "Note Issuer Order" mean, respectively, the
written request or order signed in the name of the Note Issuer by any two
members of the Managing Board (if a German corporation) or of the Board of
Directors (or any other two officers of the Note Issuer thereunto duly
authorized) and delivered to the Trustee.

        "Officers' Certificate" means a certificate signed by (a) the Chairman
and Chief Executive Officer, President or Vice President, and by the Treasurer,
an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary,
or (b) any two members of the Managing Board (if a German corporation) or of the
Board of Directors, of the Company, the Note Issuer or a Guarantor, as the case
may be, and delivered to the appropriate Trustee.

        "Opinion of Counsel" or "opinion of counsel" means, as to the Company,
the Note Issuer or a Guarantor, a written opinion of counsel, who may be counsel
for the Company, the Note Issuer or such Guarantor, as the case may be, but,
other than in connection with the issuance of the Securities, not an employee of
any thereof, and who shall be reasonably acceptable to the Trustee.

        "Other Bank Agreements" means any credit agreement or other agreement
for loans, letters of credit, bank guaranties or other financial accommodations
(and any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith) entered into by the Company or any
Subsidiary with any bank; provided that the aggregate principal amount of
Indebtedness that may be outstanding thereunder does not exceed $500 million,
except to the extent that such additional principal amount of Indebtedness could
be incurred pursuant to Section 10.8(b)(9) hereof.

        "Outstanding" means, when used in reference to any Securities, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

                (i)     Securities theretofore canceled by the Trustee or
                delivered to the Trustee for cancellation;

                (ii)    Securities for whose payment or redemption money in the
                necessary amount has been theretofore deposited with the Trustee
                or any Paying Agent in trust for the Holders of such Securities
                (other than the Note Issuer or any Guarantor) in trust or set
                aside and segregated in trust by the Note Issuer or a Guarantor
                (if the Note Issuer or a Guarantor shall act as its own Paying
                Agent) for the Holders of such Securities; provided, that if
                such Securities are to be redeemed, notice of such redemption
                has been duly given pursuant to this Indenture or provision
                therefor satisfactory to the Trustee has been made;

                (iii)   Securities in substitution for or in lieu of which other
                Securities have been authenticated and delivered or which have
                been paid pursuant to Section 3.6, unless proof satisfactory to
                the Trustee is presented that any such Securities are held by
                Holders in whose hands such Securities are valid, binding and
                legal obligations of the Note Issuer; and

                                       13
<PAGE>   21

                (iv)    Securities which have been defeased pursuant to
                Section 4.3 hereof.

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Note Issuer or any other obligor upon the Securities or any Affiliate of
the Note Issuer or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Note Issuer or any other obligor upon the Securities or
any Affiliate of the Note Issuer or such other obligor. Upon the written request
of the Trustee, the Note Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Note Issuer to be owned or held by or for the account of the Note Issuer, or
any other obligor on the Securities or any Affiliate of the Note Issuer or such
obligor, and, subject to the provisions of Section 6.1, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

        "Payment Blockage Period" has the meaning specified in Section 12.4(b).

        "Paying Agent" means the Trustee or any Person authorized by the Note
Issuer to pay the principal of or interest on any Securities on behalf of the
Note Issuer.

        "Permitted Investment" means an Investment by the Company or any
Subsidiary in (i) a Person that shall, upon the making of such Investment, be or
become a Subsidiary; provided, however, that the primary business of such
Subsidiary is a Related Business; (ii) a Person if, as a result of such
Investment, such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, the Company or a
Subsidiary; provided, however, that such Person's primary business is a Related
Business; (iii) Temporary Cash Investments; (iv) any demand deposit account with
an Approved Lender; (v) receivables owing to the Company or any Subsidiary if
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided, however, that
such trade terms may include such concessionary trade terms as the Company or
any such Subsidiary deems reasonable under the circumstances; (vi) payroll,
travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business; (vii) loans or advances to
employees made in the ordinary course of business consistent with past practices
of the Company or such Subsidiary; (viii) stock, obligations or securities
received in settlement of debts created in the ordinary course of business and
owing to the Company or any Subsidiary or in satisfaction of judgments; (ix) any
Person to the extent such Investment represents the non-cash portion of the
consideration received for an Asset Disposition as permitted pursuant to Section
10.13; and (x) any Affiliate (the primary business of which is a Related
Business) that is not a Subsidiary (other than Fresenius Aktiengesellschaft),
provided, that the aggregate of all such Investments outstanding at any one time
under this clause (x) shall not exceed $125 million.

                                       14
<PAGE>   22

        "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government
or any agency, instrumentality or political subdivision thereof, or any other
entity.

        "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 3.6 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

        "Preferred Securities" has the meaning specified in the first paragraph
of the Recitals to this Indenture.

        "Preferred Stock", as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

        "Preferred Trustee" means State Street Bank and Trust Company, a
Massachusetts chartered trust company, solely in its capacity as Preferred
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor Preferred Trustee appointed as
provided in the Declaration.

        "principal" of a Security means the principal of the Security plus the
premium, if any, payable on the Security which is due or overdue or is to become
due at the relevant time.

        "Proceeding" has the meaning specified in Section 12.2.

        "Rating Agencies" means (i) S&P and (ii) Moody's or (iii) if S&P or
Moody's or both shall not make rating of the Securities publicly available, a
nationally recognized securities rating agency or agencies, as the case may be,
selected by the Company, which shall be substituted for S&P or Moody's or both,
as the case may be.

        "Rating Category" means (i) with respect to S&P, any of the following
categories: BB, B, CCC, CC, C and D (or equivalent successor categories); (ii)
with respect to Moody's, any of the following categories: Ba, B, Caa, Ca, C and
D (or equivalent successor categories); and (iii) the equivalent of any such
category of S&P or Moody's used by another Rating Agency. In determining whether
the rating of the Securities has decreased by one or more gradations, gradations
within Rating Categories (+ and - for S&P, 1, 2, and 3 for Moody's; or the
equivalent gradations for another Rating Agency) shall be taken into account
(e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as
from BB- to B+, will constitute a decrease of one gradation).

        "Rating Date" means the date which is 90 days prior to the earlier of
(i) a Change of Control and (ii) public notice of the occurrence of a Change of
Control or of the intention by the Company or any Person to effect a Change of
Control.

        "Rating Decline" means the occurrence on or within 90 days after the
date of the first public notice of the occurrence of a Change of Control or of
the intention by the Company to

                                       15
<PAGE>   23

effect a Change of Control (which period shall be extended so long as the rating
of the Securities is under publicly announced consideration for possible
downgrade by any of the Rating Agencies) of: (a) in the event the Securities are
rated by either Moody's or S&P on the Rating Date as Investment Grade, a
decrease in the rating of the Securities by both Rating Agencies to a rating
that is below Investment Grade, or (b) in the event the Securities are rated
below Investment Grade by both Rating Agencies on the Rating Date, a decrease in
the rating of the Securities by either Rating Agency by one or more gradations
(including gradations within Rating Categories as well as between Rating
Categories).

        "Receivables Financings" means (i) the accounts receivable financing
facility of NMC contemplated by the Receivables Purchase Agreement dated as of
August 28, 1997 by and between NMC, as Seller, and NMC Funding Corporation, as
Purchaser and the Amended and Restated Transfer and Administration Agreement
dated October 26, 2000 among Compass US Acquisition LLC, NMC Funding
Corporation, National Medical Care, Inc., Enterprise Funding Corporation, the
Bank Investors listed therein, Westdeutsche Landesbank Girozentrale, New York
Branch, an administrative agent, and Bank of America N.A., an administrative
agent, as each such agreement may be amended or supplemented from time to time,
and (ii) any financing transaction or series of financing transactions that have
been or may be entered into by the Company or a Subsidiary pursuant to which the
Company or a Subsidiary may sell, convey or otherwise transfer to a Subsidiary
or Affiliate, or any other Person, or may grant a security interest in, any
receivables or interests therein secured by the merchandise or services financed
thereby (whether such receivables are then existing or arising in the future) of
the Company or such Subsidiary, as the case may be, and any assets related
thereto, including without limitation, all security interests in merchandise or
services financed thereby, the proceeds of such receivables, and other assets
which are customarily sold or in respect of which security interests are
customarily granted in connection with securitization transactions involving
such assets.

        "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

        "Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

        "Refinance" means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.

        "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Subsidiary existing on the Issue Date or
Incurred in compliance with the Indenture including Indebtedness that Refinances
Refinancing Indebtedness; provided, however, that (i) such Refinancing
Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the
Indebtedness being Refinanced, (ii) such Refinancing Indebtedness has an Average
Life at the time such Refinancing Indebtedness is Incurred that is equal to or
greater than the Average Life of the Indebtedness being Refinanced and (iii)
such Refinancing Indebtedness has an aggregate principal amount (or if Incurred
with original issue discount, an aggregate issue price) that is equal to or less
than the aggregate principal amount (or if Incurred with original issue
discount, the aggregate accreted value) then outstanding or committed (plus fees
and expenses, including any premium and defeasance costs) under the

                                       16
<PAGE>   24

Indebtedness being Refinanced; provided further, however, that Refinancing
Indebtedness shall not include (x) Indebtedness of a Subsidiary that Refinances
Indebtedness of the Company or (y) Indebtedness of the Company or a Subsidiary
(other than NMC or a subsidiary of NMC) that Refinances Indebtedness of another
Subsidiary.

        "Registration Rights Agreement" means the Registration Rights Agreement
dated June 6, 2001, by and among the Company, the Note Issuer, the Guarantors,
the Trust and the Persons identified therein as the initial purchasers, as such
agreement may be amended, modified or supplemented from time to time, relating
to an exchange offer and registration rights for the Preferred Securities, the
Company Guarantee, the Securities and the Guaranties.

        "Regular Record Date" for the interest payable on any Interest Payment
Date means the date which is the 14th day immediately preceding such Interest
Payment Date (whether or not a Business Day).

        "Related Business" means any business related, ancillary or
complementary to the businesses of the Company and its Subsidiaries on the Issue
Date.

        "Responsible Officer" when used with respect to the Trustee means any
officer of the Trustee assigned by the Trustee from time to time to administer
its corporate trust matters.

        "Restricted Payment" with respect to any Person means (i) the
declaration or payment of any dividends or any other distributions of any sort
in respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving such Person) or similar payment to the direct
or indirect holders of its Capital Stock (other than dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock) and
dividends or distributions payable solely to the Company or a Subsidiary, and
other than pro rata dividends or other distributions made by a Subsidiary that
is not a Wholly Owned Subsidiary to minority stockholders (or owners of an
equivalent interest in the case of a Subsidiary that is an entity other than a
corporation)), (ii) the purchase, redemption or other acquisition or retirement
for value of any Capital Stock of the Company held by any Person or of any
Capital Stock of a Subsidiary held by any Affiliate of the Company (other than a
Subsidiary), including the exercise of any option to exchange any Capital Stock
(other than into Capital Stock of the Company that is not Disqualified Stock),
(iii) the purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value, prior to scheduled maturity, scheduled repayment or
scheduled sinking fund payment of any Subordinated Obligations (other than the
purchase, repurchase or other acquisition of Subordinated Obligations purchased
in anticipation of satisfying a sinking fund obligation, principal installment
or final maturity, in each case due within one year of the date of acquisition)
or (iv) the making of any Investment in any Person (other than a Permitted
Investment).

        "Secured Indebtedness" means any Indebtedness of the Company secured by
a Lien.

        "Securities Act" means the U.S. Securities Act of 1933 or any successor
statute thereto, in each case as amended from time to time.

        "Securities" or "Security" means (a) any Initial Securities or Initial
Security and (b) any Exchange Security or Exchange Securities.

                                       17
<PAGE>   25

        "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.5.

        "Senior Credit Agreement" means the Credit Agreement, dated as of
September 27, 1996, among NMC, certain subsidiaries and affiliates thereof, the
lenders referred to in such Credit Agreement, NationsBank, N.A., as paying
agent, and The Bank of Nova Scotia, The Chase Manhattan Bank, Dresdner Bank AG
and NationsBank, N.A., as managing agents, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection with such Credit Agreement, in each case as amended, modified,
renewed, refunded, replaced, restated or refinanced from time to time; provided
that such amendment, modification, renewal, refunding, replacement, restatement
or refinancing (i) does not cause the aggregate principal amount of Indebtedness
that may be outstanding under such Credit Agreement to exceed $2.5 billion,
except to the extent that such additional principal amount of Indebtedness could
be incurred pursuant to Section 10.8(b)(9), and (ii) does not contain, with
respect to any Subsidiary, any encumbrances or restrictions of the type
contained in clauses (a), (b) and (c) of Section 10.10 that are less favorable
to the Holders of Securities than the encumbrances and restrictions with respect
to such Subsidiary contained in such Credit Agreement prior thereto.

        "Senior Indebtedness" means, with respect to the Note Issuer or a
Guarantor, as the case may be, (i) Indebtedness of such Person, whether
outstanding on the Issue Date or thereafter incurred and (ii) accrued and unpaid
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to such Person, whether or not the
claim for such interest is allowed as a claim after such filing) in respect of
(A) any Indebtedness of such Person under the Senior Credit Agreement, (B)
Indebtedness of such Person for money borrowed and (C) Indebtedness evidenced by
notes, debentures, bonds or other similar instruments for the payment of which
such Person is responsible or liable unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligations are subordinate in right of payment to the Securities;
provided, however, that Senior Indebtedness shall not include (1) any obligation
of such Person to any subsidiary or parent of such person, (2) any liability for
Federal, state, local or other taxes owed or owing by such person, (3) any
accounts payable or other liability to trade creditors arising in the ordinary
course of business (including guarantees thereof or instruments evidencing such
liabilities), (4) any Indebtedness of such Person (and any accrued and unpaid
interest in respect thereof) which is expressly subordinate or junior in any
respect to any other Indebtedness or other obligation of such Person, including
Senior Subordinated Indebtedness or (5) that portion of any Indebtedness which
at the time of incurrence is incurred in violation of the Indenture.

        "Senior Subordinated Indebtedness" means the 9% Notes, the 7 7/8% Notes,
the 7 3/8% Notes, the Securities and any Indebtedness of the Company or the Note
Issuer that specifically provides that such Indebtedness is to rank pari passu
with the Company's and the Note Issuer's respective obligations with respect to
the Securities in right of payment and is not subordinated by its terms in right
of payment to any Indebtedness or other obligation of the Company or the Note
Issuer that is not Senior Indebtedness.

        "Senior Subordinated Payment" has the meaning specified in Section 12.2.

        "7 7/8% Indenture" means the Senior Subordinated Indenture dated as of
February 19, 1998, by and among Luxco, State Street Bank and Trust Company, as
Trustee, the

                                       18
<PAGE>   26

Company and the other Guarantors with respect to the issuance of 7 7/8% Senior
Subordinated Notes of Luxco due February 1, 2008 in the aggregate principal
amount of $450,450,000, as it may be amended, supplemented or otherwise modified
from time to time.

        "7 7/8% Notes" means the 7 7/8% Senior Subordinated Notes of Luxco due
February 1, 2008 issued pursuant to the 7 7/8% Indenture.

        "7 3/8% Indenture" means the Senior Subordinated Indenture dated as of
February 19, 1998, by and among Luxco, State Street Bank and Trust Company as
Trustee, the Company and the other Guarantors with respect to the issuance of 7
3/8% Senior Subordinated Notes of Luxco due February 1, 2008 in the aggregate
principal amount of DM 300,300,000, as it may be amended, supplemented or
otherwise modified from time to time.

        "7 3/8% Notes" means the 7 3/8% Senior Subordinated Notes of Luxco due
February 1, 2008 issued pursuant to the 7 3/8% Indenture.

        "Shelf Registration Statement" means a shelf registration statement of
the Note Issuer, the Guarantors and the Trust pursuant to the provisions of the
Registration Rights Agreement on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the Commission, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the prospectus contained
therein, all exhibits and materials included therewith or incorporated by
reference therein pursuant to the requirements of the Securities Act or the
Exchange Act.

        "S&P" means Standard & Poor's Corporation and its successors.

        "Specified Senior Indebtedness" means, with respect to the Company, the
Note Issuer or a Guarantor, as the case may be, (i) any Indebtedness of such
Person under the Senior Credit Agreement, (ii) any Refinancing Indebtedness of
such Person in respect of Indebtedness specified in clause (i) and (iii) after
all Indebtedness specified in clause (i) and (ii) above is no longer
outstanding, any other Senior Indebtedness of such Person permitted under the
Indenture the outstanding principal amount of which is more than $25 million at
the time of determination and that has been designated by such Person as
"Specified Senior Indebtedness."

        "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

        "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the Holder thereof upon the
happening of any contingency unless such contingency has occurred).

        "Subordinated Obligation" means any Indebtedness of the Note Issuer or
the Company (whether outstanding on the Issue Date or thereafter Incurred) that
is subordinate or junior in right of payment to the Securities pursuant to a
written agreement to that effect.

        "Subsidiary" means, with respect to any Person, any corporation, limited
liability company, association, partnership or other business entity of which
more than 50% of the total

                                       19
<PAGE>   27

voting power of shares of Voting Stock is at the time owned or controlled,
directly or indirectly, by (i) such Person; (ii) such Person and one or more
Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

        "Surviving Person" means, with respect to any Person involved in any
merger, consolidation or other business combination or the sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
such Person's assets, the Person formed by or surviving such transaction or the
Person to which such disposition is made.

        "Tax Event" means that the Company shall have obtained of an Opinion of
Counsel of nationally recognized independent tax counsel to the effect that, as
a result of (a) any amendment to or change (including any announced prospective
change) in the laws (or any regulations promulgated thereunder) of the United
States, Germany, the United Kingdom or the jurisdiction of formation of the Note
Issuer (or any political subdivision or taxing authority thereof or therein) or
(b) any amendment to or change to any official position regarding the
application or interpretation of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority (including the
enactment of any legislation and the publication of any judicial decision or
regulatory determination on or after the date of issuance of the Preferred
Securities), which amendment or change is effective or which interpretation or
pronouncement is announced on or after the date of issuance of the Preferred
Securities other than, in either case, any amendment or change implementing,
complying with, or introduced in order to conform to, or otherwise arising as a
result of or in connection with, any European Union Directive on the taxation of
savings implementing the conclusions of the ECOFIN Council meeting of 26-27
November 2000, there is more than an insubstantial risk that (i) the Trust is or
will be subject to U.S. Federal or German income tax, or income tax in the
jurisdiction of formation of the Note Issuer, in each case with respect to
interest received or accrued on the Securities, (ii) interest payable to the
Trust on the Securities is not or will not be deductible for U.S. Federal or
German income tax purposes or for purposes of any income tax imposed by the
jurisdiction of formation of the Note Issuer or (iii) the Trust is or will be
subject to more than a de minimis amount of other taxes, duties, assessments or
other governmental charges of whatever nature imposed by the United States,
Germany, or the jurisdiction of formation of the Note Issuer, or any other
taxing authority.

        "Taxes" means any present or future tax, duty, levy, impost, assessment
or other governmental charge (including penalties, interest and other
liabilities related thereto) imposed or levied by or on behalf of the United
States, Germany, the United Kingdom or the jurisdiction of formation of the Note
Issuer or any Guarantor, or of any territory thereof or by an authority or
agency therein or thereof having power to tax.

        "Temporary Cash Investments" means any of the following: (a) securities
issued or directly and fully guaranteed or insured by (i) the United States of
America or any agency or instrumentality thereof (provided, that the full faith
and credit of the United States of America is pledged in support thereof) and
(ii) the governments of Germany and the United Kingdom, having in each case
maturities of not more than twelve months from the date of acquisition, (b) time
deposits and certificates of deposit, eurodollar time deposits and eurodollar
certificates of deposit of (i) any lender under the Senior Credit Agreement, or
(ii) any United States, German, United Kingdom or Swiss commercial bank of
recognized standing (y) having capital and surplus in excess of $500,000,000 and
(z) whose short-term commercial paper rating from S&P is at least A-1 or the
equivalent thereof or from Moody's is at least P-1 or the equivalent

                                       20
<PAGE>   28

thereof (any such bank being an "Approved Lender"), in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by an Approved Lender (or by the parent
company thereof) and maturing within six months of the date of acquisition, (d)
repurchase agreements entered into by a Person with a bank or trust company
(including any of the lenders under the Senior Credit Agreement) or recognized
securities dealer having capital and surplus in excess of $500,000,000 for (i)
direct obligations issued by or fully guaranteed by the United States of
America, (ii) time deposits or certificates of deposit described under
subsection (b) above, or (iii) commercial paper or other notes described under
subjection (c) above, in which, in each such case, such bank, trust company or
dealer shall have a perfected first priority security interest (subject to no
other Liens) and having, on the date of purchase thereof, a fair market value of
at least 100% of the amount of the repurchase obligations, (e) obligations of
any state of the United States or any political subdivision thereof, the
interest with respect to which is exempt from federal income taxation under
Section 103 of the U.S. Internal Revenue Code, having a long term rating of at
least AA- or Aa-3 by S&P or Moody's, respectively, and maturing within three
years from the date of acquisition thereof, (f) Investments in municipal auction
preferred stock (i) rated AAA (or the equivalent thereof) or better by S&P or
Aaa (or the equivalent thereof) or better by Moody's and (ii) with dividends
that reset at least once every 365 days and (g) Investments, classified in
accordance with GAAP as current assets, in money market investment programs (i)
registered under the Investment Company Act of 1940, as amended, or (ii)
operated by an investment company in Germany or the United Kingdom and subject
to regulations under the laws of such jurisdiction, in each case which are
administered by reputable financial institutions having capital of at least
$100,000,000 and the portfolios of which are limited to Investments of the
character described in clauses (a), (b), (c), (e) and (f) above.

        "Trust" has the meaning specified in the first paragraph of the Recitals
to this Indenture.

        "Trustee" means the Person named as the "Trustee" in the first paragraph
of this Indenture until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder.

        "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939 as
amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 9.5; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

        "Trust Securities" has the meaning specified in the first paragraph of
the Recitals to this Indenture.

        "Vice President" when used with respect to the Company, the Note Issuer,
a Guarantor or the Trustee means any duly appointed vice president, whether or
not designated by a number or a word or words added before or after the title
"vice president."

        "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

                                       21
<PAGE>   29

        "Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock of
which (other than (i) directors' qualifying shares and shares held by other
Persons to the extent such shares are required by applicable law to be held by a
Person other than the Company or a Subsidiary and (ii) shares of Preferred Stock
of Fresenius Medical Care Holdings, Inc.) is owned by the Company or by one or
more Wholly Owned Subsidiaries, or by the Company and one or more Wholly Owned
Subsidiaries.

        .2 Compliance Certificate and Opinions.

                Upon any application or request by the Company, the Note Issuer
or any other Guarantor to the Trustee to take any action under any provision of
this Indenture, the Company, the Note Issuer or such Guarantor shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants, compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

                Every certificate or opinion with respect to compliance with a
condition precedent or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.16) shall include:

                (1)     a statement that each individual signing such
                certificate or opinion has read such covenant or condition and
                the definitions herein relating thereto;

                (2)     a brief statement as to the nature and scope of the
                examination or investigation upon which the statements or
                opinions contained in such certificate or opinion are based;

                (3)     a statement that, in the opinion of each such
                individual, he has made such examination or investigation as is
                necessary to enable him to express an informed opinion as to
                whether or not such covenant or condition has been complied
                with; and

                (4)     a statement as to whether, in the opinion of each such
                individual, such condition or covenant has been complied with.

        .3 Form of Documents Delivered to Trustee

                In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                Any certificate or opinion of an officer of the Note Issuer, the
Company or another Guarantor may be based, insofar as it relates to legal
matters, upon a certificate or

                                       22
<PAGE>   30

opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Note Issuer,
the Company or another Guarantor stating that the information with respect to
such factual matters is in the possession of the Note Issuer, the Company or
another Guarantor, unless the individual attorneys actively engaged in the
transaction which is the subject matter of such opinion in the office of such
counsel have actual knowledge that the certificate or opinion or representations
with respect to such matters are erroneous.

                Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

        .4 Acts of Holders; Record Date.

                (a)     Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given to or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments is or are
delivered to the Trustee, and, where it is hereby expressly required, to the
Note Issuer or the Company, as applicable. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Note Issuer or the Company, as
applicable, if made in the manner provided in this Section 1.4.

                (b)     The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a Person acting in other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

                (c)     The fact and date of the execution by any Person of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

                (d)     The ownership of Securities shall be proved by the
Securities Register.

                (e)     Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Note Issuer, or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

                                       23
<PAGE>   31

                (f)     The Note Issuer may, but shall not be obligated to, fix
a record date for the purpose of determining the Holders entitled to take any
action under this Indenture by vote or consent. Except as otherwise provided
herein, such record date shall be the later of 30 days prior to the first
solicitation of such consent or vote or the date of the most recent list of
Securityholders furnished to the Trustee pursuant to Section 7.1 prior to such
solicitation. If a record date is fixed, those Persons who were Securityholders
at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to take such action by vote or consent or to revoke any vote
or consent previously given, whether or not such persons continue to be Holders
after such record date, provided, however, that unless such vote or consent is
obtained from the Holders (or their duly designated proxies) of the requisite
principal amount of Outstanding Securities prior to the date which is the 90th
day after such record date, any such vote or consent previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.

        .5 Notices, etc., to Trustee, Note Issuer and Guarantors.

                Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

                (1)     the Trustee by any Holder or by the Note Issuer or any
                Guarantor shall be sufficient for every purpose hereunder if
                made, given, furnished or filed in writing to or with the
                Trustee at its Corporate Trust office, or

                (2)     the Note Issuer or any Guarantor by the Trustee or by
                any Holder shall be sufficient for every purpose (except as
                otherwise provided in Sections 5.1 and 5.2 hereof) hereunder if
                in writing and mailed, first class, postage prepaid, in the case
                of the Note Issuer to it at the address of the Note Issuer's
                principal office specified in the first paragraph of this
                Indenture or at any other address previously furnished in
                writing to the Trustee by the Note Issuer and, in the case of
                any Guarantor, to it at its principal office at Else-Kroner Str.
                1, 61346 Bad Homburg v.d.H., Germany or at any other address
                previously furnished in writing to the Trustee by such
                Guarantor; provided, however, that all notices sent to the Note
                Issuer and any Guarantor pursuant to this Indenture shall be
                sent in copy to O'Melveny & Myers LLP (Citicorp Center, 153 East
                53rd Street, New York, NY 10022-4611, Attn: Dr. Ulrich Wagner)
                and shall be effective five Business Days after such mailing.

        .6 Notice to Holders; Waiver.

                Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first class postage prepaid, to
each Holder affected by such event, at the address of such Holder as it appears
in the Securities Register, not later than the latest date (if any), and not
earlier than the earliest date (if any), prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders

                                       24
<PAGE>   32

shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

                In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

                Additionally, at any time that the Securities are listed on the
Luxembourg Stock Exchange all notices regarding the Securities including,
without limitation, notices pursuant to Sections 3.7, 6.2, 6.10(f), 6.14,
10.13(b), 10.15(b) and 11.4 hereof, shall be published in the Luxemburger Wort
or in such other publication as required by the rules of the Luxembourg Stock
Exchange. Any such notice will become effective for all purposes on the date of
its publication. There may (provided that, in the case of Securities listed on
the Luxembourg Stock Exchange, the rules of the Luxembourg Stock Exchange so
permit), be substituted for such publication in such newspaper the delivery of
the relevant notice to the applicable clearing system for communication by it to
the Holders. Any such notice shall be deemed to have been given to the Holders
on the seventh day after the day on which the said notice was given to all
applicable clearing systems. The Note Issuer shall be responsible for compliance
with this paragraph and shall provide directions to the Trustee in connection
therewith.

        .7 Conflict with Trust Indenture Act.

                Upon consummation of the Exchange Offer, the Trust Indenture Act
shall apply to this Indenture and if any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required or deemed
under the Trust Indenture Act to be part of and govern this Indenture, the
latter provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

        .8 Effect of Headings and Table of Contents.

                The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

        .9 Successors and Assigns.

                All covenants and agreements in this Indenture by the Note
Issuer, the Company or any other Guarantor shall bind its respective successors
and assigns, whether so expressed or not.

        .10 Separability Clause.

                In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                                       25
<PAGE>   33

        .11 Benefits of Indenture.

                Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than (i) the parties hereto, (ii) any
Paying Agent and their successors and assigns, (iii) the holders of Senior
Indebtedness (subject to Articles XII and XIV hereof), and (iv) the Holders of
the Securities, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

        .12 Governing Law.

                THIS INDENTURE, THE SECURITIES AND THE GUARANTIES ENDORSED
THEREON SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.

        .13 Non-Business Days.

                In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or the Securities)
payment of interest or principal (and premium, if any) shall be made on the
immediately preceding Business Day (and interest shall accrue for the period
from and after such immediately preceding Business Day through such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, (in each
case with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity)).

        .14 Duplicate Originals.

                The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

        .15 Submission to Jurisdiction.

                Fresenius Medical Care Holdings, Inc. hereby appoints CT
Corporation System through its office at 1633 Broadway, New York, New York 10019
as its authorized agent and each of the Company, the Note Issuer and each other
Guarantor hereby irrevocably appoints, Fresenius Medical Care Holdings, Inc. c/o
CT Corporation System through its office at 1633 Broadway, New York, New York
10019 as its authorized agent upon which process may be served in any legal
action or proceeding against it with respect to its obligations under this
Indenture or the Securities instituted in any federal or state court in the
Borough of Manhattan, The City of New York, by the Trustee or the Holder of any
Securities and agrees that service of process upon such authorized agents,
together with written notice of said service to the Company by the person
serving the same, addressed as provided in Section 1.5, shall be deemed in every
respect effective service of process upon the Company, the Note Issuer and each
other Guarantor, as the case may be, in any such legal action or proceeding, and
each of the Company, the Note Issuer and each other Guarantor hereby irrevocably
submits to the non-exclusive jurisdiction of any such court in respect of any
such legal action or proceeding. Such appointment shall be irrevocable until
this Indenture has been satisfied and discharged in accordance with Article 4
hereof. Notwithstanding the foregoing, each of the Company, the Note Issuer and
each other Guarantor reserves the right to appoint another

                                       26
<PAGE>   34

Person located or with an office in the Borough of Manhattan, The City of New
York, selected in its discretion, as a successor authorized agent, and upon
acceptance of such appointment by such a successor the appointment of the prior
authorized agent shall terminate. If for any reason CT Corporation System or
Fresenius Medical Care Holdings, Inc., as the case may be, ceases to be able to
act as an authorized agent or to have an address in the Borough of Manhattan,
The City of New York, each of the Company, the Note Issuer and each other
Guarantor, as the case may be, will appoint a successor authorized agent in
accordance with the preceding sentence. Each of the Company, the Note Issuer and
each other Guarantor further agrees to take any and all action, including the
filing of any and all documents and instruments as may be necessary to continue
such designation and appointment of such agent in full force and effect until
this Indenture has been satisfied and discharged in accordance with Article 4
hereof. Service of process upon each authorized agent addressed to it at the
respective addresses set forth above, as such addresses may be each changed
within the Borough of Manhattan, The City of New York by notice given by each
authorized agent to the Trustees, together with written notice of such service
mailed or delivered to the Company shall be deemed, in every respect, effective
service of process on the Company, the Note Issuer and each other Guarantor, as
the case may be.

                                  ARTICLE II.
                           SECURITY AND GUARANTY FORMS

        .1 Forms Generally.

                The Securities, the Guaranties to be endorsed thereon and the
Trustee's certificate of authentication shall be in substantially the forms set
forth in this Article, or in such other form or forms as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or as may, consistently herewith,
be determined by the officers executing such Securities or Guaranties, as the
case may be, as evidenced by their execution of the Securities or Guaranties, as
the case may be. If the form of Securities or Guaranties is established by
action taken pursuant to a Board Resolution, such Board Resolution to be
delivered to the Trustee at or prior to the delivery of the Note Issuer Order
contemplated by Section 3.3 with respect to the authentication and delivery of
such Securities.

                The Trustee's certificates of authentication shall be
substantially in the form set forth in this Article.

                The definitive Securities and Guaranties to be endorsed thereon
shall be printed, lithographed or engraved or produced by any combination of
these methods, if required by any securities exchange on which the Securities
may be listed, on a steel engraved border or steel engraved borders or may be
produced in any other manner permitted by the rules of any securities exchange
on which the Securities may be listed, all as determined by the officers
executing such Securities or Guaranties, as the case may be, as evidenced by
their execution of such Securities or Guaranties, as the case may be.

                                       27
<PAGE>   35

        .2 Form of Face of Security.

                    FMC TRUST FINANCE S.a.r.l. LUXEMBOURG-III

               7 7/8% SENIOR SUBORDINATED NOTES DUE JUNE 15, 2011
                     GUARANTEED AS TO PAYMENT OF PRINCIPAL,
           PREMIUM, IF ANY, AND INTEREST BY FRESENIUS MEDICAL CARE AG
                         AND CERTAIN OF ITS SUBSIDIARIES

NO.___                                                              $225,225,000

                FMC TRUST FINANCE S.a.r.l. LUXEMBOURG-III, a private limited
                company (Societe a responsabilite limitee) organized and
                existing under the laws of Luxembourg (hereinafter called the
                "Note Issuer", which term includes any successor corporation
                under the Indenture hereinafter referred to), for value
                received, hereby promises to pay to STATE STREET BANK AND TRUST
                COMPANY, as Preferred Trustee for Fresenius Medical Care Capital
                Trust IV or registered assigns, the principal sum of two hundred
                twenty-five million, two hundred twenty-five thousand dollars on
                June 15, 2011. The Note Issuer further promises to pay interest
                on said principal sum quarterly in arrears on March 14, June 14,
                September 14 and December 14 of each year, commencing September
                14, 2001, (each such date, an "Interest Payment Date")
                (provided, however, that interest paid on such Interest Payment
                Dates will accrue through March 15, June 15, September 15, and
                December 15, respectively) at the rate of 7 7/8% per annum,
                (plus Additional Amounts and Additional Sums, if any) until the
                principal hereof is paid or duly provided for or made available
                for payment and on any overdue principal and (without
                duplication and to the extent that payment of such interest is
                enforceable under applicable law) on any interest which is in
                arrears more than a quarter at the rate of 7 7/8% per annum,
                compounded quarterly. The amount of interest payable for any
                period shall be computed on the basis of twelve 30-day months
                and a 360-day year. The amount of interest payable for any
                partial period shall be computed on the basis of the number of
                days elapsed in a 360-day year of twelve 30-day months. In the
                event that any date on which interest is payable on this
                Security is not a Business Day, then a payment of the interest
                payable on such date will be made on the immediately preceding
                Business Day (and interest shall accrue for the period from and
                after such immediately preceding Business Day through such
                Interest Payment Date, Redemption Date or Stated Maturity, as
                the case may be, (in each case with the same force and effect as
                if made on the Interest Payment Date or Redemption Date or at
                the Stated Maturity)). A "Business Day" shall mean any day other
                than (i) a Saturday or Sunday, (ii) a day on which banking
                institutions in New York City, Frankfurt am Main or Luxembourg
                are authorized or required by law or executive order to remain
                closed or (iii) a day on which the Corporate Trust Office of the
                Trustee, or, with respect to the Preferred Securities, the
                principal office of the Preferred Trustee under the Declaration
                hereinafter referred to for Fresenius Medical Care Capital Trust
                IV, is closed for business. The interest so payable, and
                punctually paid or duly provided for, on any Interest Payment
                Date will, as provided in the Indenture, be paid to the Person
                in whose name this Security

                                       28
<PAGE>   36

                (or one or more Predecessor Securities, as defined in the
                Indenture) is registered at the close of business on the Regular
                Record Date for such interest, which shall be the date which is
                the fourteenth day immediately preceding such Interest Payment
                Date (whether or not a Business Day). Any interest not so
                punctually paid or duly provided for shall forthwith cease to be
                payable to the Holder on such Regular Record Date and may either
                be paid to the Person in whose name this Security (or one or
                more Predecessor Securities) is registered at the close of
                business on a Special Record Date for the payment of such
                Defaulted Interest to be fixed by the Trustee, notice whereof
                shall be given to Holders not less than 10 days prior to such
                Special Record Date, or be paid in any other lawful manner not
                inconsistent with the requirements of any securities exchange on
                which the Securities may be listed, and upon such notice as may
                be required by such exchange, all as more fully provided in said
                Indenture.

                [IF THE SECURITY IS AN INITIAL SECURITY, INSERT - Under the
                terms and conditions of, and in the circumstances set forth in,
                the Registration Rights Agreement, additional payments in the
                form of Liquidated Damages may be payable in respect of this
                Security.]

                Payments on this Security issued as a Global Security shall be
                made in immediately available funds to the Depository. In the
                event that this Security is issued in certificated form, the
                principal of (and premium, if any) and interest (including
                Additional Sums and Additional Amounts, if any) on the Security
                will be payable at the office maintained by the Note Issuer
                under the Indenture; provided, that unless the Security is held
                by the Trust or any permissible successor entity as provided
                under the Declaration in the event of a merger, consolidation or
                amalgamation of the Trust, payment of interest may be made at
                the option of the Note Issuer by check mailed to the address of
                the person entitled thereto, as such address shall appear in the
                Register.

                The indebtedness evidenced by this Security is, to the extent
                provided in the Indenture, subordinate and subject in right of
                payment to the prior payment in full of all Senior Indebtedness,
                and this Security is issued subject to the provisions of the
                Indenture with respect thereto. Each Holder of this Security, by
                accepting the same, (a) agrees to and shall be bound by such
                provisions, (b) authorizes and directs the Trustee on his behalf
                to take such actions as may be necessary or appropriate to
                effectuate the subordination so provided and (c) appoints the
                Trustee his attorney-in-fact for any and all such purposes. Each
                Holder hereof, by his acceptance hereof, waives all notice of
                the acceptance of the subordination provisions contained herein
                and in the Indenture by each holder of Senior Indebtedness,
                whether now outstanding or hereafter incurred, and waives
                reliance by each such holder upon said provisions.

                Reference is hereby made to the further provisions of this
                Security set forth on the reverse hereof, which further
                provisions shall for all purposes have the same effect as if set
                forth at this place.

                Unless the certificate of authentication hereon has been
                executed by the Trustee referred to on the reverse hereof by
                manual signature, this Security shall not be

                                       29
<PAGE>   37

                entitled to any benefit under the Indenture or be valid or
                obligatory for any purpose.

                IN WITNESS WHEREOF, the Note Issuer has caused this instrument
                to be duly executed.

        Dated: June 6, 2001

                                       FMC TRUST FINANCE S.a.r.l.
                                       LUXEMBOURG-III


                                       By:
                                                 -------------------------------
                                       Name:
                                                 -------------------------------

        .3 Form of Reverse of Security.

                This Security is one of a duly authorized issue of securities of
                the Note Issuer (herein called the "Securities"), issued under a
                Senior Subordinated Indenture, dated as of June 6, 2001 (the
                "Indenture"), between the Note Issuer, as Issuer, and State
                Street Bank and Trust Company, as Trustee (herein called the
                "Trustee", which term includes any successor trustee under the
                Indenture), Fresenius Medical Care AG (herein called the
                "Company"), as the Company and as a Guarantor, Fresenius Medical
                Care Holdings, Inc. and Fresenius Medical Care Deutschland GmbH,
                as Guarantors to which Indenture and all indentures supplemental
                thereto reference is hereby made for a statement of the
                respective rights, limitations of rights, duties and immunities
                thereunder of the Trustee, the Note Issuer, the Company and the
                Holders of the Securities, and of the terms upon which the
                Securities are, and are to be, authenticated and delivered.

                All terms used in this Security that are defined in the
                Indenture and in the Amended and Restated Declaration of Trust
                dated as of June 6, 2001, (the "Declaration"), for Fresenius
                Medical Care Capital Trust IV, shall have the meanings assigned
                to them in the Indenture or the Declaration, as the case may be.

                If a Tax Event or an Investment Company Event in respect of the
                Trust shall occur and be continuing, the Company shall cause the
                Trustees (as defined in the Declaration) to dissolve the Trust
                and cause Securities to be distributed to the holders of the
                Trust Securities in dissolution of the Trust or, in the event of
                a Tax Event only, may cause the Securities to be redeemed, in
                each case, subject to and in accordance with the provisions of
                the Declaration, within 90 days following the occurrence of such
                Tax Event or Investment Company Event. The Securities may be
                redeemed, at the option of the Note Issuer, subject to the
                provisions of Article XI of the Indenture, at any time as a
                whole but not in part, at 100% of the principal amount thereof,
                plus accrued and unpaid interest (if any) to the date of
                redemption (subject to the right of

                                       30
<PAGE>   38

                Holders of record on the relevant Regular Record Date to receive
                interest due on the relevant Interest Payment Date), in the
                event the Note Issuer has become or would become obligated to
                pay, on the next date on which any amount would be payable with
                respect to the Securities, any Additional Amounts as a result of
                a change in or an amendment to the laws (including any
                regulations promulgated thereunder) of the United States,
                Germany, the United Kingdom, or the jurisdiction of formation of
                the Note Issuer (initially, Luxembourg) (or any political
                subdivision or taxing authority thereof or therein), or any
                change in or amendment to any official position regarding the
                application or interpretation of such laws or regulations, which
                change or amendment is announced or becomes effective on or
                after the date of the issuance of the Securities (other than, in
                either case, any amendment or change implementing, complying
                with, or introduced in order to conform to, or otherwise arising
                as a result of or in connection with, any European Union
                Directive on the taxation of savings implementing the
                conclusions of the ECOFIN Council meeting of 26-27 November
                2000).

                The Securities do not have the benefit of any sinking fund
                obligations.

                If an Event of Default shall occur and be continuing, the
                principal of all the Securities may be declared due and payable
                in the manner, with the effect and subject to the conditions
                provided in the Indenture.

                As provided in the Indenture and subject to certain limitations
                therein set forth, the obligations of the Note Issuer under the
                Indenture and this Security are Guaranteed on a senior
                subordinated basis pursuant to Guaranties endorsed hereon. The
                Indenture provides that a Guarantor shall be released from its
                Guaranty upon compliance with certain conditions.

                The Indenture contains provisions for satisfaction, discharge
                and defeasance at any time of the entire indebtedness of this
                Security upon compliance by the Note Issuer with certain
                conditions set forth in the Indenture.

                The Indenture permits, with certain exceptions as therein
                provided, the Note Issuer, the Guarantors and the Trustee at any
                time to enter into a supplemental indenture or indentures for
                the purpose of modifying in any manner the rights and
                obligations of the Note Issuer, the Guarantors and of the
                Holders of the Securities, with the consent of the Holders of
                not less than a majority in principal amount of the Outstanding
                Securities to be affected by such supplemental indenture. The
                Indenture also contains provisions permitting Holders of
                specified percentages in aggregate outstanding principal amount
                of the Outstanding Securities affected thereby, on behalf of the
                Holders of all the Securities, to waive compliance by the Note
                Issuer or the Guarantors with certain provisions of the
                Indenture and certain past defaults under the Indenture and
                their consequences. Any such consent or waiver by the Holder of
                this Security shall be conclusive and binding upon such Holder
                and upon all future Holders of this Security and of any Security
                issued upon the registration of transfer hereof or in exchange
                herefor or in lieu hereof, whether or not notation of such
                consent or waiver is made upon this Security.

                                       31
<PAGE>   39

                As provided in and subject to the provisions of the Indenture,
                if an Event of Default with respect to the Securities at the
                time Outstanding occurs and is continuing, then and in every
                such case the Trustee or the Holders of not less than 25% in
                aggregate outstanding principal amount of the Outstanding
                Securities may declare the principal amount of and interest
                (including Additional Sums and Additional Amounts, if any) on
                all the Securities to be due and payable immediately, by a
                notice in writing to the Note Issuer and the Guarantors (and to
                the Trustee if given by Holders), provided, that if the Trustee
                or such Holders fail to do so, the Preferred Trustee shall have
                such right by a notice in writing to the Note Issuer and the
                Trustee; and upon any such declaration such specified amount of
                and the accrued interest (including Additional Sums and
                Additional Amounts, if any) on all the Securities shall become
                immediately due and payable, provided, that the payment of
                principal and interest (including Additional Sums and Additional
                Amounts, if any) on such Securities shall remain subordinated to
                the extent provided in Article XII of the Indenture.

                No reference herein to the Indenture and no provision of this
                Security or of the Indenture shall alter or impair the
                obligation of the Note Issuer, which is absolute and
                unconditional, to pay the principal of (and premium, if any) and
                interest on this Security at the times, place and rate, and in
                the coin or currency, herein prescribed.

                As provided in the Indenture and subject to certain limitations
                therein set forth, the transfer of this Security is registrable
                in the Securities Register, upon surrender of this Security for
                registration of transfer at the office or agency of the Note
                Issuer maintained under Section 10.2 of the Indenture duly
                endorsed by, or accompanied by a written instrument of transfer
                in form satisfactory to the Note Issuer and the Securities
                Registrar duly executed by, the Holder hereof or his attorney
                duly authorized in writing, and thereupon one or more new
                Securities, of authorized denominations and for the same
                aggregate principal amount, will be issued to the designated
                transferee or transferees. No service charge shall be made for
                any such registration of transfer or exchange, but the Note
                Issuer may require payment of a sum sufficient to cover any tax
                or other governmental charge payable in connection therewith.

                Prior to due presentment of this Security for registration of
                transfer, the Note Issuer, the Guarantors, the Trustee and any
                agent of the Note Issuer, the Guarantors or the Trustee may
                treat the Person in whose name this Security is registered as
                the owner hereof, for all purposes (subject to certain
                limitations set forth in the Indenture), whether or not this
                Security be overdue, and neither the Note Issuer, the
                Guarantors, the Trustee nor any such agent shall be affected by
                notice to the contrary.

                The Securities are issuable only in registered form without
                coupons in denominations of $1,000 and any integral multiple
                thereof. As provided in the Indenture and subject to certain
                limitations therein set forth, the Securities are exchangeable
                for a like aggregate principal amount of Securities of a
                different authorized denomination, as requested by the Holder
                surrendering the same.

                                       32
<PAGE>   40

                The Note Issuer and, by its acceptance of this Security or a
                beneficial interest therein, the Holder of, and any Person that
                acquires a beneficial interest in, this Security agree that for
                German and U.S. Federal, state and local tax purposes and for
                purposes of any tax imposed by the jurisdiction of formation of
                the Note Issuer or any political subdivision or taxing authority
                thereof or therein, it is intended that this Security constitute
                indebtedness.

                All terms used in this Security which are defined in the
                Indenture shall have the meanings assigned to them in the
                Indenture.

                THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND
                CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
                WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

        .4 Additional Provisions Required in Global Security and Initial
Security.

                (a) Any Global Security issued hereunder shall, in addition to
the provisions contained in Sections 2.2 and 2.3, bear a legend in substantially
the following form:

                "This Security is a Global Security within the meaning of the
                Indenture hereinafter referred to and is registered in the name
                of The Depository Trust Company (the "Depository") or a nominee
                of the Depository. This Security is exchangeable for Securities
                registered in the name of a Person other than the Depository or
                its nominee only in the limited circumstances described in the
                Indenture and no transfer of this Security (other than a
                transfer of this Security as a whole by the Depository to a
                nominee of the Depository or by a nominee of the Depository to
                the Depository or another nominee of the Depository) may be
                registered except in limited circumstances."

                Unless this Security is presented by an authorized
                representative of The Depository Trust Company (55 Water Street,
                New York) to FMC TRUST FINANCE S.a.r.l. LUXEMBOURG-III or its
                agent for registration of transfer, exchange or payment, and any
                Security issued is registered in the name of Cede & Co. or such
                other name as requested by an authorized representative of The
                Depository Trust Company and any payment hereon is made to Cede
                & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
                OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered
                owner hereof, Cede & Co., has an interest herein."

                (b) Any Initial Security issued hereunder shall, in addition to
the provisions contained in Sections 2.2 and 2.3, bear a legend in substantially
the following form:

        "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
        1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
        OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHIN THE UNITED
        STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS
        SET FORTH IN THE SECOND SENTENCE HEREOF. BY ITS ACQUISITION HEREOF OR OF
        A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT

                                       33
<PAGE>   41

        (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
        UNDER THE SECURITIES ACT) ("QIB") OR (B) IT IS ACQUIRING THIS SECURITY
        IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
        SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER
        THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B)
        TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR
        ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
        REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
        REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A
        TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
        ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
        ACCEPTABLE TO THE NOTE ISSUER) OR (F) PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE
        APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
        OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO
        EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A
        NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE
        TERM "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN
        TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.

        THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT IN AGGREGATE PRINCIPAL
        AMOUNT OF $100,000 OR MORE."

        .5 Form of Trustee's Certificate of Authentication.

                This is one of the Securities with the Guaranties endorsed
                thereon referred to in the within mentioned Indenture.

                                             STATE STREET BANK AND TRUST COMPANY
                                             Trustee

                                             By:
                                                 -------------------------------
                                                 Authorized officer

        .6 Form of Guaranty.

                                    GUARANTY

                For value received, each of the Guarantors hereby jointly and
                severally unconditionally Guarantees, on a senior subordinated
                basis, to each Holder of a Security authenticated and delivered
                by the Trustee, and to the Trustee on behalf of such Holder, the
                due and punctual payment of the principal of (and premium, if
                any) and interest (including Additional Sums and Additional
                Amounts, if any) on such Security when and as the same shall
                become due and

                                       34
<PAGE>   42

                payable, whether at the Stated Maturity, by acceleration, call
                for redemption, purchase or otherwise, in accordance with the
                terms of such Security and of this Indenture. In case of the
                failure of the Note Issuer punctually to make any such payment,
                each of the Guarantors hereby jointly and severally agrees to
                cause such payment to be made punctually when and as the same
                shall become due and payable, whether at the Stated Maturity or
                by acceleration, call for redemption, purchase or otherwise, and
                as if such payment were made by the Note Issuer. The Guarantee
                extends to the Note Issuer's repurchase obligations arising from
                a Change of Control or an Asset Disposition pursuant to the
                Indenture.

                Each of the Guarantors hereby jointly and severally agrees that
                its obligations hereunder shall be unconditional, irrespective
                of the validity, regularity or enforceability of such Security
                or this Indenture, the absence of any action to enforce the
                same, any exchange, release or non-perfection of any Lien on any
                collateral for, or any release or amendment or waiver of any
                term of any other Guarantee of, or any consent to departure from
                any requirement of any other Guarantee of all or any of the
                Securities, the election by the Trustee or any of the Holders in
                any proceeding under Chapter 11 of Title 11 of the United States
                Code (the "Bankruptcy Code") of the application of Section
                1111(b)(2) of the Bankruptcy Code, or equivalent provision under
                applicable law, any borrowing or grant of a security interest by
                the Note Issuer, as debtor-in-possession, under Section 364 of
                the Bankruptcy Code, or equivalent provision under applicable
                law, the disallowance, under Section 502 of the Bankruptcy Code,
                or other similar applicable law, of all or any portion of the
                claims of the Trustee or any of the Holders for payment of any
                of the Securities, any waiver or consent by the Holder of such
                Security or by the Trustee with respect to any provisions
                thereof or of the Indenture, the obtaining of any judgment
                against the Note Issuer or any action to enforce the same or any
                other circumstances which might otherwise constitute a legal or
                equitable discharge or defense of a guarantor. Each of the
                Guarantors hereby waives the benefits of diligence, presentment,
                demand for payment, any requirement that the Trustee or any of
                the Holders protect, secure, perfect or insure any security
                interest in or other Lien on any property subject thereto or
                exhaust any right or take any action against the Note Issuer or
                any other Person or any collateral, filing of claims with a
                court in the event of insolvency or bankruptcy of the Note
                Issuer, any right to require a proceeding first against the Note
                Issuer, protest or notice with respect to such Security or the
                Indebtedness evidenced thereby and all demands whatsoever, and
                covenants that this Guaranty will not be discharged in respect
                of such Security except by complete performance of the
                obligations contained in such Security and in this Guaranty.
                Each of the Guarantors hereby agrees that, in the event of a
                default in payment of principal (or premium, if any) or interest
                (including Additional Sums and Additional Amounts, if any) on
                such Security, whether at their Stated Maturity, by
                acceleration, call for redemption, purchase or otherwise, legal
                proceedings may be instituted by the Trustee on behalf of, or
                by, the Holder of such Security, subject to the terms and
                conditions set forth in the Indenture, directly against each of
                the Guarantors to enforce this Guaranty without first proceeding
                against the Note Issuer. Each Guarantor agrees that, to the
                extent permitted by law, if, after the

                                       35
<PAGE>   43

                occurrence and during the continuance of an Event of Default,
                the Trustee or any of the Holders are prevented by applicable
                law from exercising their respective rights to accelerate the
                maturity of the Securities, to collect interest on the
                Securities, or to enforce or exercise any other right or remedy
                with respect to the Securities, or the Trustee or the Holders
                are prevented from taking any action to realize on any
                collateral, such Guarantor agrees to pay to the Trustee for the
                account of the Holders, upon demand therefor, the amount that
                would otherwise have been due and payable had such rights and
                remedies been permitted to be exercised by the Trustee or any of
                the Holders.

                The indebtedness of each Guarantor evidenced by this Guaranty
                is, to the extent provided in the Indenture, subordinate and
                subject in right of payment to the prior payment in full of all
                Senior Indebtedness of such Guarantor, and this Guaranty is
                issued subject to the provisions of the Indenture with respect
                thereto. Each Holder of this Security, by accepting the same,
                (a) agrees to and shall be bound by such provisions, (b)
                authorizes and directs the Trustee on his behalf to take such
                action as may be necessary or appropriate to effectuate the
                subordination so provided and (c) appoints the Trustee his
                attorney-in-fact for any and all such purposes.

                No reference herein to the Indenture and no provision of this
                Guaranty or of the Indenture shall alter or impair the Guaranty
                of any Guarantor, which is absolute and unconditional, of the
                due and punctual payment of the principal (and premium, if any)
                and interest (including Additional Sums and Additional Amounts,
                if any) on the Security upon which this Guaranty is endorsed.

                Each Guarantor shall be subrogated to all rights of the Holder
                of this Security against the Note Issuer in respect of any
                amounts paid by such Guarantor on account of this Security
                pursuant to the provisions of its Guaranty or the Indenture;
                provided, however, that such Guarantor shall not be entitled to
                enforce or to receive any payments arising out of, or based
                upon, such right of subrogation until the principal of (and
                premium, if any) and interest on this Security and all other
                Securities issued under the Indenture shall have been paid in
                full.

                This Guaranty shall remain in full force and effect and continue
                to be effective should any petition be filed by or against the
                Note Issuer for liquidation or reorganization, or equivalent
                proceeding under applicable law, should the Note Issuer become
                insolvent or make an assignment for the benefit of creditors or
                should a receiver or trustee be appointed for all or any
                significant part of the Note Issuer's assets, or the equivalent
                of any of the foregoing under applicable law, and shall, to the
                fullest extent permitted by applicable law, continue to be
                effective or be reinstated, as the case may be, if at any time
                payment and performance of the Securities is, pursuant to
                applicable law, rescinded or reduced in amount, or must
                otherwise be restored or returned by any obligee on the
                Securities whether as a voidable preference, fraudulent
                transfer, or as otherwise provided under similar laws affecting
                the rights of creditors generally or under applicable laws of
                the jurisdiction of formation of the Note Issuer, all as though
                such payment or performance had not been made. In the event that

                                       36
<PAGE>   44

                any payment, or any part thereof, is rescinded, reduced,
                restored or returned, the Securities shall, to the fullest
                extent permitted by applicable law, be reinstated and deemed
                reduced only by such amount paid and not so rescinded, reduced,
                restored or returned.

                The Guarantors shall have the right to seek contribution from
                any non-paying Guarantor so long as the exercise of such right
                does not impair the rights of the Holders under this Guaranty.

                The Guarantors or any particular Guarantor shall be released
                from this Guaranty upon the terms and subject to certain
                conditions provided in the Indenture.

                By delivery of a supplemental indenture to the Trustee in
                accordance with the terms of the Indenture or the execution of a
                Guaranty Agreement, each Person that becomes, or assumes the
                obligations of, a Guarantor after the date of the Indenture will
                be deemed to have executed and delivered this Guaranty for the
                benefit of the Holder of this Security with the same effect as
                if such Guarantor was named below.

                All terms used in this Guaranty which are defined in the
                Indenture referred to in the Security upon which this Guaranty
                is endorsed shall have the meanings assigned to them in such
                Indenture.

                This Guaranty shall not be valid or obligatory for any purpose
                until the certificate of authentication on the Security upon
                which this Guaranty is endorsed shall have been executed by the
                Trustee under the Indenture by manual signature.

                Each Guaranty (other than the Company's Guaranty) will be
                limited in amount to an amount not to exceed the maximum amount
                that can be guaranteed by the applicable Guarantor without
                rendering the Guaranty, as it relates to such Guarantor,
                voidable under applicable law relating to fraudulent conveyance
                or fraudulent transfer or similar laws affecting the rights of
                creditors generally or under applicable law of Germany.

                In the case of Fresenius Medical Care Deutschland GmbH ("FMCD"),
                the following provisions apply:

                A Profit and Loss Pooling Agreement (the "Agreement")
                (Ergebnisabfuhrungsvertrag) between the Company and FMCD dated
                as of August 21, 1996 was entered into the commercial register
                with effect from January 1, 1996. FMCD, having a stated capital
                of DM 80 million, had a capital reserve account of DM
                168,302,162 (the "January 1, 1996 Amount") in its balance sheet
                as of January 1, 1996. Assuming that the January 1, 1996 Amount
                has not decreased by losses in the business of FMCD since
                January 1, 1996, at least such amount exceeds the Company's
                assets protecting its share capital within the meaning of
                Section 30 of the German GmbH Law. Since January 1, 1996, the
                January 1, 1996 Amount has not been decreased by the

                                       37
<PAGE>   45

                actions of the Company (the sole shareholder of FMCD), e.g. no
                distributions against the January 1, 1996 Amount have been made.

                Based thereon, the guaranty obligations of FMCD hereunder and
                under FMCD's guaranty of the 9% Notes, the 7 3/8% Notes, the
                7 7/8% Notes and any other Senior Subordinated Indebtedness, if
                any, of FMCD to which Section 30 of the German GmbH law may
                apply are limited to the amount of the capital reserves of FMCD
                as of the date hereof less its obligations as a guarantor from
                time to time under the Senior Credit Agreement (the "Minimum
                Guaranty Amount"). If, in the case of a default under the
                Indenture, the capital reserves are higher than such Minimum
                Guaranty Amount, such higher amount (the "Higher Guaranty
                Amount") shall serve as limitation to the obligations of FMCD,
                as Guarantor. In case FMCD, as Guarantor, has to sell off assets
                to fulfill its obligations under the Indenture, after such
                guaranty obligations have been drawn, and if the proceeds from
                the sale of such assets exceed the amount of their book value,
                such excess amounts shall be paid to the Trustee for the benefit
                of the Holders, subject to the provisions of Article XIV hereof,
                in addition to the Minimum Guaranty Amount or the Higher
                Guaranty Amount, respectively. For the determination of the
                applicable book value, the book value of assets which were
                included into the balance sheet per January 1, 1996 applies, and
                for such assets which were not yet included but added to the
                business of FMCD since that date, the book value on the day of
                the sale of such assets applies. Should Section 30 of the German
                GmbH law however require a lower Minimum Guaranty Amount or a
                lower Higher Guaranty Amount, then such lower amounts required
                by law shall be applicable.

                FMCD undertakes not to decrease its capital reserves, neither by
                capital increase from such reserve accounts nor by other kinds
                of contributions to its shareholders or affiliates without the
                prior written approval of the Holders of a majority in principal
                amount of the Outstanding Securities.

                FMCD undertakes to maintain a profit and loss pooling agreement
                with the Company during the term of the Indenture, in
                particular, to extend the term of such agreement to the term of
                the Indenture and not to terminate, rescind or amend such
                agreement without prior notice to the Trustee and the consent of
                the Holders of a majority in principal amount of the Outstanding
                Securities thereto. In case of a termination of such profit and
                loss pooling agreement, FMCD will grant, upon the request of the
                Holders of a majority in principal amount of the Outstanding
                Securities, collateral to minimize the legal and financial
                disadvantages caused by the termination of such agreement, as
                far as legally available under German law. FMCD undertakes to
                give notice immediately to the Trustee if it intends to give
                notice of termination to such agreement or to agree to the
                termination of such agreement, or if it becomes aware that the
                Company intends to terminate such agreement. During the term of
                the profit and loss pooling agreement, any and all allocations
                of profit to the Company and any and all cash distributions to
                the Company as a consequence thereof upon the terms and
                conditions of the profit and loss pooling agreement are
                permitted and unrestricted, subject to the terms of Section 30
                of the German GmbH law as described above.

                                       38
<PAGE>   46

                Reference is made to Article XIII and Article XIV of the
                Indenture for further provisions with respect to this Guaranty.

                THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
                WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
                PRINCIPLES OF CONFLICT OF LAWS.

        IN WITNESS WHEREOF, each of the Guarantors has caused this Guaranty to
        be duly executed.

                                        FRESENIUS MEDICAL CARE AG,
                                        as Guarantor

                                        By:
                                               ---------------------------------
                                               Member of the Managing Board


                                        By:
                                               ---------------------------------
                                               Member of the Managing Board


                                        FRESENIUS MEDICAL CARE HOLDINGS,
                                        INC., as Guarantor


                                        By:
                                               ---------------------------------
                                               Authorized Officer


                                        FRESENIUS MEDICAL CARE
                                        DEUTSCHLAND GmbH, as Guarantor


                                        By:
                                               ---------------------------------
                                               Member of the Managing Board


                                        By:
                                               ---------------------------------
                                               Member of the Managing Board

                                       39
<PAGE>   47

                                  ARTICLE III.
                                 THE SECURITIES

        .1 Title and Terms.

                The aggregate principal amount of the Securities which may be
authenticated and delivered under this Indenture is limited to $225,225,000
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.4,
3.5, 3.6, 9.6 or 11.6. The Note Issuer may issue Exchange Securities from time
to time pursuant to an Exchange Offer pursuant to a Board Resolution included in
an Officers' Certificate delivered to the Trustee, in authorized denominations
in exchange for a like principal amount of Initial Securities. Upon any such
exchange the Initial Securities shall be cancelled in accordance with Section
3.9 and shall no longer be deemed Outstanding for any purpose. In no event shall
the aggregate principal amount of Initial Securities and Exchange Securities
Outstanding exceed $225,225,000, except in accordance with Section 3.6.

                The Securities shall be known and designated as the "7 7/8%
Senior Subordinated Notes due June 15, 2011" of the Note Issuer. Their Stated
Maturity shall be June 15, 2011, at which time the Securities will become due
and payable together with any accrued and unpaid interest thereon (including
Additional Sums and Additional Amounts, if any) and they shall bear interest at
the rate of 7 7/8% per annum, from the Issue Date, payable quarterly in arrears
on each Interest Payment Date, to the Persons in whose name the Securities are
registered at the close of business on the Regular Record Date.

                Interest on the Securities will accrue from the most recent date
on which interest has been paid or, if no interest has been paid, from the Issue
Date. Interest in arrears for more than one quarter (and interest thereon) will
accrue interest (compounded quarterly) at the same rate.

                Payments on the Securities issued as a Global Security shall be
made in immediately available funds to the Depository. In the event that
Securities are issued in certificated form, the principal of (and premium, if
any) and interest (including Additional Sums and Additional Amounts, if any) on
the Securities shall be payable at the office maintained by the Note Issuer
pursuant to Section 10.2; provided, that unless the Securities are held by the
Trust or any permissible successor entity as provided under the Declaration in
the event of a merger, consolidation or amalgamation of the Trust, payment of
interest may be made at the option of the Note Issuer by check mailed to the
address of the persons entitled thereto, as such address shall appear in the
Register.

                The Securities shall be redeemable as provided in Article XI.

                The Securities shall be subordinated in right of payment to
Senior Indebtedness of the Company and the Note Issuer as provided in Article
XII.

                The Securities shall be Guaranteed by the Guarantors as provided
in Article XIII.

                The Guaranties shall be subordinated in right of payment to
Senior Indebtedness of the Guarantors as provided in Article XIV.

                                       40
<PAGE>   48

                The Securities shall be subject to defeasance at the option of
the Note Issuer as provided in Section 4.3.

                Unless the context otherwise requires, the Initial Securities
and the Exchange Securities shall constitute one series for all purposes under
this Indenture.

        .2 Denominations.

                The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.
The Initial Securities may only be issued and transferred in principal amounts
of $100,000 or more, except in offshore transactions in reliance on Regulation S
under the Securities Act.

        .3 Execution, Authentication, Delivery and Dating.

                The Securities shall be executed on behalf of the Note Issuer by
any officer or officers of the Note Issuer thereunder duly authorized. The
signature of any of these officers on the Securities may be manual or facsimile.

                Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Note Issuer shall
bind the Note Issuer, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.

                At any time and from time to time after the execution and
delivery of this Indenture, the Note Issuer may deliver Securities executed by
the Note Issuer and having endorsed thereon the Guaranties executed pursuant to
Section 13.2 by the Guarantors to the Trustee for authentication, together with
a Note Issuer Order for the authentication and delivery of such Securities with
the Guaranties of the Guarantors endorsed thereon; and the Trustee in accordance
with such Note Issuer Order shall authenticate and deliver such Securities with
the Guaranties of the Guarantors endorsed thereon as provided in this Indenture
and not otherwise.

                At any time and from time to time after the execution and
delivery of this Indenture and after the effectiveness of a registration
statement under the Securities Act with respect thereto, the Note Issuer may
deliver Exchange Securities executed by the Note Issuer to the Trustee for
authentication, together with a Note Issuer Order for the authentication and
delivery of such Exchange Securities and a like principal amount of Initial
Securities for cancellation in accordance with Section 3.9, and the Trustee in
accordance with the Note Issuer Order shall authenticate and deliver such
Securities. In authenticating such Exchange Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Opinion of Counsel substantially to the
effect that: (i) the Exchange Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the Indenture
and delivered in exchange for the Initial Securities in accordance with the
Indenture and the Exchange Offer, will be entitled to the benefits of the
Indenture and will be legally valid and binding obligations of the Note Issuer,
enforceable in accordance with their terms subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles; and (ii) when the Exchange

                                       41
<PAGE>   49

Securities are executed and authenticated in accordance with the provisions of
the Indenture and delivered in exchange for the Initial Securities in accordance
with the Indenture and the Exchange Offer, the Guaranties endorsed thereon will
be the legally valid and binding obligations of the Guarantors, enforceable in
accordance with their terms subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability,
relating to or affecting creditors' rights and to general equity principles.

                If terms have been so established, the Trustee shall not be
required to authenticate such Exchange Securities if the issue of such Exchange
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Exchange Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

                Each Security shall be dated the date of its authentication.

                No Security or Guaranty endorsed thereon shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose,
unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by the
manual signature of one of its authorized officers, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security and the Guaranty endorsed thereon have been duly authenticated and
delivered hereunder.

        .4 Temporary Securities.

                Pending the preparation of definitive Securities, the Note
Issuer may execute, and upon Note Issuer Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and having endorsed thereon the Guaranties substantially of the tenor
of the definitive Guaranties in lieu of which they are issued duly executed by
the Guarantors and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities and Guaranties,
as the case may be, may determine, as evidenced by their execution of such
Securities and Guaranties, as the case may be.

                If temporary Securities are issued, the Note Issuer will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Note Issuer designated for that
purpose without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities, the Note Issuer shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations having the same Issue Date and
Stated Maturity, having the same terms and like tenor, and having endorsed
thereon the Guaranties executed by the Guarantors. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

        .5 Registration, Registration of Transfer and Exchange.

                The Note Issuer shall cause to be kept at the Corporate Trust
Office of the Trustee, a register in which, subject to such reasonable
regulations as it may prescribe, the

                                       42
<PAGE>   50

Note Issuer shall provide for the registration of Securities and of transfers of
Securities. Such register is herein sometimes referred to as the "Securities
Register." The Trustee is hereby appointed "Securities Registrar" for the
purpose of registering Securities and transfers of the Securities as herein
provided.

                Upon surrender for registration of transfer of any Security at
the office or agency of the Note Issuer designated for that purpose the Note
Issuer shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denominations, of a like aggregate principal amount, of the same
Issue Date and Stated Maturity, having the same terms and like tenor, and having
endorsed thereon the Guaranties executed by the Guarantors; provided that
Initial Securities may only be transferred in principal amounts of $100,000 or
more, except in offshore transactions in reliance on Regulation S under the
Securities Act.

                At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denominations, of a like aggregate principal
amount, of the same Issue Date and Stated Maturity and having the same terms and
like tenor, and having endorsed thereon the Guaranties executed by the
Guarantors, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Note Issuer
shall execute, the Guarantors shall execute the Guaranties endorsed on and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

                All Securities and the Guaranties endorsed thereon issued upon
any registration of transfer or exchange of Securities shall be the valid
obligations of the Note Issuer and the respective Guarantors, evidencing the
same debt and Guaranties, and entitled to the same benefits under this
Indenture, as the Securities and Guaranties surrendered upon such registration
of transfer or exchange.

                Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Note Issuer or the
Trustee) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Note Issuer and the Securities Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

                No service charge shall be made to a Holder for any registration
of transfer or exchange of Securities, but the Note Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities.

                Notwithstanding any of the foregoing, any Global Security shall
be exchangeable pursuant to this Section 3.5 for Securities registered in the
names of Persons other than the Depositary for such Global Security or its
nominee only if (i) such Depositary notifies the Note Issuer that it is
unwilling or unable to continue as Depositary for such Global Security or if at
any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, as amended, (ii) the Note Issuer executes and delivers to the
Trustee a Note Issuer Order that such Global Security shall be so exchangeable
or (iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities and the Holders of a majority in aggregate principal
amount of this outstanding securities shall have so

                                       43
<PAGE>   51

requested. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as such
Depositary shall direct.

                Notwithstanding any other provision in this Indenture, a Global
Security may not be transferred except as a whole by the Depositary with respect
to such Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.

                Neither the Note Issuer nor the Trustee shall be required to,
pursuant to the provisions of this Section, (a) issue, register the transfer of
or exchange any Security during a period beginning at the opening of business 15
days before any selection for redemption of Securities pursuant to Article XI
and ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all Holders of Securities
to be so redeemed, and (b) register the transfer of or exchange any Security so
selected for redemption, in whole or in part, except, in the case of any
Security to be redeemed in part, any portion thereof not to be redeemed.

                All Initial Securities initially issued hereunder shall, upon
issuance, bear the legend specified in Section 2.4 to be applied to such a
Security and such required legend shall not be removed unless the Note Issuer
shall have delivered to the Trustee (and the Securities Registrar, if other than
the Trustee) a Note Issuer Order which states that the Security may be issued
without such legend thereon. If such legend required for an Initial Security has
been removed from a Security as provided above, no other Security issued in
exchange for all or any part of such Security shall bear such legend, unless the
Note Issuer has reasonable cause to believe that such other Security is a
"restricted security" within the meaning of Rule 144 of the Securities Act and
instructs the Trustee to cause a legend to appear thereon.

        .6 Mutilated, Destroyed, Lost and Stolen Securities.

                If any mutilated Security is surrendered to the Trustee together
with such security or indemnity as may be required by the Note Issuer or the
Trustee to save each of them harmless, the Note Issuer shall execute, the
Guarantors shall execute the Guaranties endorsed on and the Trustee shall
authenticate and deliver in exchange therefor, a new Security of like tenor and
principal amount, having the same Issue Date and Stated Maturity and bearing the
same Interest Rate as such mutilated Security, and bearing a number not
contemporaneously outstanding.

                If there shall be delivered to the Note Issuer and to the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security, and (ii) such security or indemnity as may be required by each of
them to save each of them, each Guarantor and any agent of either of them
harmless, then, in the absence of notice to the Note Issuer or the Trustee that
such Security has been acquired by a bona fide purchaser, the Note Issuer shall
execute and upon its request the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor and
principal amount, having endorsed thereon the Guaranties executed by the
Guarantors, having the same Issue Date and Stated Maturity and bearing the same
Interest Rate as such destroyed, lost or stolen Security, and bearing a number
not contemporaneously outstanding.

                                       44
<PAGE>   52

                In case any such mutilated, destroyed, lost or stolen Security
has become due and payable, the Note Issuer in its discretion may, instead of
issuing a new Security, pay such Security.

                Upon the issuance of any new Security under this Section, the
Note Issuer may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security, and the Guaranties endorsed thereon,
shall constitute an original additional contractual obligation of the Note
Issuer and the respective Guarantors, whether or not the destroyed, lost or
stolen Security, and the Guaranties endorsed thereon, shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities duly
issued hereunder.

                The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

        .7 Payment of Interest; Interest Rights Preserved.

                Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date, shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, except that interest payable on the Stated Maturity of a Security
shall be paid to the Person to whom principal is paid.

                Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest"), shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Note Issuer, at its election in each
case, as provided in Clause (1) or (2) below:

                (1)     The Note Issuer may elect to make payment of any
                Defaulted Interest to the Persons in whose names the Securities
                (or their respective Predecessor Securities) are registered at
                the close of business on a Special Record Date for the payment
                of such Defaulted Interest, which shall be fixed in the
                following manner. The Note Issuer shall notify the Trustee in
                writing of the amount of Defaulted Interest proposed to be paid
                on each Security and the date of the proposed payment, and at
                the same time the Note Issuer shall deposit with the Trustee an
                amount of money equal to the aggregate amount proposed to be
                paid in respect of such Defaulted Interest or shall make
                arrangements satisfactory to the Trustee for such deposit prior
                to the date of the proposed payment, such money when deposited
                to be held in trust for the benefit of the Persons entitled to
                such Defaulted Interest as in this Clause provided. Thereupon
                the Trustee shall fix a Special Record Date for the payment of
                such Defaulted Interest which shall be not more than 15 days and
                not less than 10 days prior to the date of the proposed payment
                and not less than 10 days after the receipt by the Trustee of
                the notice of the proposed payment. The Trustee

                                       45
<PAGE>   53

                shall promptly notify the Note Issuer of such Special Record
                Date and, in the name and at the expense of the Note Issuer,
                shall cause notice of the proposed payment of such Defaulted
                Interest and the Special Record Date therefor to be mailed,
                first-class, postage prepaid, to each Holder at the address of
                such Holder as it appears in the Securities Register not less
                than 10 days prior to such Special Record Date. The Trustee may,
                in its discretion, in the name and at the expense of the Note
                Issuer, cause a similar notice to be published at least once in
                a newspaper, customarily published in the English language on
                each Business Day and of general circulation in the Borough of
                Manhattan, The City of New York, but such publication shall not
                be a condition precedent to the establishment of such Special
                Record Date. Notice of the proposed payment of such Defaulted
                Interest and the Special Record Date therefor having been mailed
                as aforesaid, such Defaulted Interest shall be paid to the
                Persons in whose names the Securities (or their respective
                Predecessor Securities) are registered at the close of business
                on such Special Record Date and shall no longer be payable
                pursuant to the following Clause (2).

                (2)     The Note Issuer may make payment of any Defaulted
                Interest in any other lawful manner not inconsistent with the
                requirements of any securities exchange on which the Securities
                may be listed, upon such notice as may be required by such
                exchange (or by the Trustee if the Securities are not listed),
                if, after notice given by the Note Issuer to the Trustee of the
                proposed payment pursuant to this Clause, such manner of payment
                shall be deemed practicable by the Trustee.

                Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                Under the Registration Rights Agreement, in the event that (i)
an Exchange Offer Registration Statement or a Shelf Registration Statement is
not filed on or prior to the applicable deadline set forth in the Registration
Rights Agreement, (ii) an Exchange Offer Registration Statement or a Shelf
Registration Statement is not declared effective on or prior to the applicable
deadline set forth in the Registration Rights Agreement, or (iii) the Exchange
Offer has not been "Consummated" (as defined in the Registration Rights
Agreement) or upon the occurrence of certain other conditions, then additional
payments in the form of Liquidated Damages shall accrue on the principal amount
of the Securities at the rate per $1,000 liquidation amount of Preferred
Securities set forth in the Registration Rights Agreement. Upon filing or
effectiveness of the Exchange Offer Registration Statement or the Shelf
Registration Statement, Consummation of the Exchange Offer or upon cessation of
any such other conditions, as the case may be, the obligation to pay such
Liquidated Damages with respect to the event in question shall cease.

        .8 Persons Deemed Owners.

                Prior to the presentment of a Security for registration of
transfer, the Note Issuer, the Guarantors, the Trustee and any agent of the Note
Issuer, the Guarantors or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal (and premium, if any) of and

                                       46
<PAGE>   54

(subject to Section 3.7) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Note
Issuer, the Guarantors, the Trustee nor any agent of the Note Issuer, the
Guarantors or the Trustee shall be affected by notice to the contrary.

        .9 Cancellation.

                All Securities surrendered for payment, redemption, registration
of transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee, and any such Securities surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it.
The Note Issuer may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Note
Issuer may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities shall be destroyed by the Trustee and the Trustee shall deliver to
the Note Issuer a certificate of such destruction.

        .10 Computation of Interest.

                Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months and, for any partial period, on the basis
of the number of days elapsed in a 360-day year of twelve 30-day months.

        .11 Right of Set-Off.

                Notwithstanding anything to the contrary in this Indenture, the
Note Issuer shall have the right to set-off any payment it or the Company is
otherwise required to make hereunder in respect of any Security to the extent
the Note Issuer or the Company has theretofore made, or is concurrently on the
date of such payment making, a payment under the Company Guarantee relating to
such Security or under Section 5.8 of this Indenture.

        .12 Agreed Tax Treatment.

                Each Security issued hereunder shall provide that the Note
Issuer and, by its acceptance of a Security or a beneficial interest therein,
the Holder of, and any Person that acquires a beneficial interest in, such
Security agree that for German and U.S. Federal, state and local tax purposes
and for purposes of any tax imposed by the jurisdiction of formation of the Note
Issuer (or any political subdivision or taxing authority thereof or therein) it
is intended that such Security constitute indebtedness.

        .13 CUSIP Numbers.

                The Note Issuer in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders; provided, that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.

                                       47
<PAGE>   55

                                  ARTICLE IV.
                           SATISFACTION AND DISCHARGE

        .1 Satisfaction and Discharge of Indenture.

                This Indenture shall cease to be of further effect (except as to
(i) any surviving rights of registration of transfer, substitution and exchange
of Securities, (ii) rights hereunder of Holders to receive payments of principal
of (and premium, if any) and interest (including Additional Sums and Additional
Amounts, if any) on the Securities and other rights, duties and obligations of
the Holders as beneficiaries hereof with respect to the amounts, if any,
deposited with the Trustee pursuant to this Article IV and (iii) the rights and
obligations of the Trustee hereunder), and the Trustee, on demand of and at the
expense of the Note Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

        (1)     either:

                (A)     all Securities theretofore authenticated and delivered
                (other than (i) Securities which have been destroyed, lost or
                stolen and which have been replaced or paid as provided in
                Section 3.6 and (ii) Securities for whose payment money has
                theretofore been deposited in trust or segregated and held in
                trust by the Note Issuer and thereafter repaid to the Note
                Issuer or discharged from such trust, as provided in Section
                10.3) have been delivered to the Trustee for cancellation; or

                (B)     all such Securities not theretofore delivered to the
                Trustee for cancellation

                        (i)     have become due and payable, or

                        (ii)    will become due and payable at their Stated
                Maturity within one year of the date of deposit,

        and the Note Issuer or a Guarantor, in the case of Clause (B) (i) or (B)
        (ii) above, has deposited or caused to be deposited with the Trustee as
        trust funds in trust for such purpose an amount in the currency or
        currencies in which the Securities are payable sufficient (without
        reinvestment) to pay and discharge the entire indebtedness on such
        Securities not theretofore delivered to the Trustee for cancellation,
        for principal (and premium, if any) and interest (including Additional
        Sums and Additional Amounts, if any) to the date of such deposit (in the
        case of Securities which have become due and payable) or to the Stated
        Maturity;

        (2)     the Note Issuer or a Guarantor has paid or caused to be paid all
        other sums payable hereunder by the Note Issuer and the Guarantors; and

        (3)     the Note Issuer has delivered to the Trustee an Opinion of
        Counsel to the effect that the Holders of the Outstanding Securities
        will not recognize gain or loss for German and U.S. Federal income tax
        purposes and for purposes of any income tax imposed by the jurisdiction
        of formation of the Note Issuer as a result of the application of this
        Section 4.1 and will be subject to German and U.S. Federal income tax
        and any income tax imposed by the jurisdiction of formation of the Note
        Issuer, if

                                       48
<PAGE>   56

        any, on the same amount as would have been the case if such satisfaction
        and discharge of the Indenture had not occurred; and

        (4)     the application of this Section 4.1 shall not cause the Trustee
        to have a conflicting interest as defined in Section 6.8 hereof and for
        purposes of the Trust Indenture Act with respect to any securities of
        the Note Issuer; and

        (5)     the funds deposited with the Trustee pursuant to Clause (1)(B)
        above shall not be deemed an "investment company" as defined in the 1940
        Act, or such trust shall be qualified under the 1940 Act or exempt from
        regulation thereunder; and

        (6)     the Note Issuer has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent provided for in this subsection 4.1 relating to the
        satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article IV, the obligations of the Note Issuer to the Trustee under Section
6.7 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 4.2 and the last paragraph of Section 10.3, shall survive.

        .2 Application of Trust Money; Reinstatement.

                Subject to the provisions of the last paragraph of Section 10.3,
all money deposited with the Trustee pursuant to Section 4.1 or money or
Government Obligations deposited with the Trustee pursuant to Section 4.3, or
received by the Trustee in respect of Government Obligations deposited with the
Trustee pursuant to Section 4.3, shall be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities and this Indenture,
to the payment, either directly or through any Paying Agent (including the Note
Issuer acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
(including Additional Sums and Additional Amounts, if any) for the payment of
which such money or Government Obligations have been deposited with or received
by the Trustee; provided, however, such moneys need not be segregated from other
funds held in trust except to the extent required by law. Money so held in trust
shall not be subject to the provisions of Article XII or Article XIV.

                The Note Issuer shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 4.3 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities.

                If the Trustee or the Paying Agent is unable to apply any money
in accordance with Section 4.1 or 4.3 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations of the Note Issuer and the Guarantors
under this Indenture, the Securities and the Guaranties shall be revived and
reinstated as though no deposit had occurred pursuant to this Article IV until
such time as the Trustee or Paying Agent is permitted to apply all such money in

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<PAGE>   57

accordance with Section 4.1 or 4.3; provided, however, that if the Note Issuer
or any Guarantor makes any payment of principal of (and premium, if any) or
interest (including Additional Sums and Additional Amounts, if any) on any
Security following the reinstatement of its obligations, the Note Issuer or such
Guarantor shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or the Paying Agent.

        .3 Satisfaction, Discharge and Defeasance of Securities.

                The Note Issuer shall be deemed to have paid and discharged the
entire indebtedness on all the Outstanding Securities, the Guarantors shall each
be released from their respective Guaranties, and the Trustee, at the expense of
the Note Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of such indebtedness and Guaranties, when

                (1)     with respect to all Outstanding Securities,

                (A)     the Note Issuer has irrevocably deposited or caused to
                be irrevocably deposited with the Trustee as trust funds in
                trust for such purpose an amount sufficient to pay and discharge
                the entire indebtedness on all Outstanding Securities for
                principal (and premium, if any) and interest (including
                Additional Sums and Additional Amounts, if any) to the Stated
                Maturity or any Redemption Date as contemplated by the
                penultimate paragraph of this Section 4.3, as the case may be;
                or

                (B)     the Note Issuer has irrevocably deposited or caused to
                be irrevocably deposited with the Trustee as obligations in
                trust for such purpose an amount of Government Obligations as
                will, in the written opinion of independent public accountants
                delivered to the Trustee, together with predetermined and
                certain income to accrue thereon, without consideration of any
                reinvestment thereof, be sufficient to pay and discharge when
                due the entire indebtedness on all Outstanding Securities for
                principal (and premium, if any) and interest (including
                Additional Sums and Additional Amounts, if any) to the Stated
                Maturity or any Redemption Date as contemplated by the
                penultimate paragraph of this Section 4.3, as the case may be;
                and

                (2)     the Note Issuer has paid or caused to be paid all other
                sums payable with respect to the Outstanding Securities; and

                (3)     the Note Issuer has delivered to the Trustee an Opinion
                of Counsel to the effect that the Holders of the Outstanding
                Securities will not recognize gain or loss for German and U.S.
                Federal income tax purposes or for the purposes of any income
                tax imposed by the jurisdiction of formation of the Note Issuer
                as a result of the application of this Section 4.3 and will be
                subject to German and U.S. Federal income tax and any income tax
                imposed by the jurisdiction of formation of the Note Issuer, if
                any, on the same amount, in the same manner as would have been
                the case if such satisfaction, discharge and defeasance of the
                Securities had not occurred; and

                                       50
<PAGE>   58

                (4)     the Note Issuer has delivered to the Trustee an
                Officers' Certificate to the effect that the Securities, if then
                listed on any securities exchange, will not be delisted as a
                result of the deposit pursuant to Clause (1) above; and

                (5)     the application of this Section 4.3 shall not cause the
                Trustee to have a conflicting interest as defined in Section 6.8
                hereof and for purposes of the Trust Indenture Act with respect
                to any securities of the Note Issuer; and

                (6)     at the time of the deposit pursuant to Clause (1) above:
                (A) no default in the payment of all or a portion of principal
                of (or premium, if any) or interest on any Senior Indebtedness
                of the Note Issuer or any Guarantor shall have occurred and be
                continuing, and no event of default with respect to any such
                Senior Indebtedness shall have occurred and be continuing and
                shall have resulted in such Senior Indebtedness becoming or
                being declared due and payable prior to the date on which it
                would otherwise have become due and payable and (B) no other
                event of default with respect to any Senior Indebtedness of the
                Note Issuer or any Guarantor shall have occurred and be
                continuing permitting (after notice or the lapse of time, or
                both) the holders of such Senior Indebtedness (or a
                representative on behalf of the holders thereof) to declare such
                Senior Indebtedness due and payable prior to the date on which
                it would otherwise have become due and payable, or, in the case
                of either Clause (A) or Clause (B) above, each such default or
                event of default shall have been cured or waived or shall have
                ceased to exist; and

                (7)     no Event of Default or event which with notice or lapse
                of time or both would become an Event of Default shall have
                occurred and be continuing on the date of such deposit; and

                (8)     the funds deposited with the Trustee pursuant to
                Clause (1) above shall not be deemed an "investment company" as
                defined in the 1940 Act or such trust shall be qualified under
                the 1940 Act or exempt from regulation thereunder; and

                (9)     the Note Issuer has delivered to the Trustee an
                Officers' Certificate and an Opinion of Counsel, each stating
                that all conditions precedent herein provided for relating to
                the satisfaction and discharge of the entire indebtedness on all
                Outstanding Securities have been complied with.

                Any deposits with the Trustee referred to in Section 4.3(1)
above shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance reasonably satisfactory to the Trustee. If any
Outstanding Securities are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional or mandatory redemption provisions, the
applicable escrow trust agreement shall provide therefor and the Note Issuer
shall make such arrangements as are satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the
Note Issuer. If the Securities are not to become due and payable at their Stated
Maturity or upon call for redemption within one year of the date of deposit,
then the Note Issuer shall give, not later than the date of such deposit, notice
of such deposit to the Holders.

                                       51
<PAGE>   59

                Upon the satisfaction of the conditions set forth in this
Section 4.3 with respect to all the Outstanding Securities, the terms and
conditions of the Securities and Guaranties, including the terms and conditions
with respect thereto set forth in this Indenture, shall no longer be binding
upon, or applicable to, the Note Issuer and the Guarantors; provided, that the
Note Issuer and the Guarantors shall not be discharged from any payment
obligations in respect of Securities which are deemed not to be Outstanding
under clause (iii) of the definition thereof if such obligations continue to be
valid obligations of the Note Issuer and the Guarantors under applicable law.

                                   ARTICLE V.
                                    REMEDIES

        .1 Events of Default.

                "Event of Default," wherever used herein means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                (1)     default in the payment of any interest upon any
                Security, including any Additional Sums and Additional Amounts
                in respect thereof, when it becomes due and payable, and
                continuance of such default for a period of 30 days; or

                (2)     default in the payment of the principal of (or premium,
                if any, on) any Security whether at Maturity, upon redemption,
                by declaration or otherwise; or

                (3)     default in the performance, or breach, in any material
                respect, of any covenant or warranty of the Company or the Note
                Issuer in this Indenture (other than a covenant or warranty a
                default in the performance of which or the breach of which is
                elsewhere in this Section specifically dealt with), and
                continuance of such default or breach for a period of 90 days
                after there has been given, by registered or certified mail, to
                the Note Issuer by the Trustee or to the Note Issuer and the
                Trustee by the Holders of at least 25% in principal amount of
                the Outstanding Securities a written notice specifying such
                default or breach and requiring it to be remedied; or

                (4)     default under any mortgage, indenture or instrument
                under which there may be issued or by which there may be secured
                or evidenced any Indebtedness for money borrowed by the Company
                or any Subsidiary (or the payment of which is guaranteed by the
                Company or any Subsidiary), whether such Indebtedness or
                Guarantee now exists or is incurred after the Issue Date, if (A)
                such default results in the acceleration of such Indebtedness
                prior to its express maturity or shall constitute a default in
                the payment of such Indebtedness and (B) the principal amount of
                any such Indebtedness that has been accelerated or not paid at
                maturity, when added to the aggregate principal amount of all
                other such Indebtedness, at such time, that has been accelerated
                or not paid at maturity, exceeds $25 million; or

                (5)     the dissolution, winding up or termination of the Trust,
                except in connection with the distribution of Securities to the
                holders of Preferred

                                       52
<PAGE>   60

                Securities in dissolution of the Trust and in connection with
                such mergers, consolidations or amalgamations as are permitted
                by the Declaration; or

                (6)     the entry of a decree or order by a court having
                jurisdiction in the premises adjudging the Company or the Note
                Issuer a bankrupt or insolvent, or approving as properly filed a
                petition seeking reorganization, arrangement, adjustment or
                composition of or in respect of the Company or the Note Issuer
                under any applicable German or U.S. Federal or State or other
                applicable foreign bankruptcy, insolvency, reorganization or
                other similar law, or appointing a receiver, liquidator,
                assignee, trustee, sequestrator (or other similar official) of
                the Company or the Note Issuer or of any substantial part of its
                property or ordering the winding up or liquidation of its
                affairs, and the continuance of any such decree or order
                unstayed and in effect for a period of 60 consecutive days; or

                (7)     the institution by the Company or the Note Issuer of
                proceedings to be adjudicated a bankrupt or insolvent, or the
                consent by it to the institution of bankruptcy or insolvency
                proceedings against it, or the filing by it of a petition or
                answer or consent seeking reorganization or relief under any
                applicable German or United States Federal or State or other
                applicable foreign bankruptcy, insolvency, reorganization or
                other similar law, or the consent by it to the filing of any
                such petition or to the appointment of a receiver, liquidator,
                assignee, trustee, sequestrator (or other similar official) of
                the Company or the Note Issuer or of any substantial part of its
                property, or the making by it of an assignment for the benefit
                for creditors, or the admission by it in writing of its
                inability to pay its debts generally as they become due and its
                willingness to be adjudicated a bankrupt, or the taking of
                corporate action by the Company or the Note Issuer in
                furtherance of any such action; or

                (8)     except as permitted by the terms hereof and the
                Securities, the cessation of effectiveness of any Guaranty or
                the finding by any judicial proceeding that any such Guaranty is
                unenforceable or invalid or the denial or disaffirmation by any
                Guarantor of its obligations under its Guaranty.

                A default under any other indebtedness of the Company or any of
its Subsidiaries or joint ventures or the Trust would not constitute an Event of
Default under the Securities.

        .2 Acceleration of Maturity; Rescission and Annulment.

                As provided in and subject to the provisions of this Indenture,
if an Event of Default with respect to the Securities at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in aggregate outstanding principal amount of the
Outstanding Securities may declare the principal amount of and interest
(including Additional Sums and Additional Amounts, if any) on all the Securities
to be due and payable immediately, by a notice in writing to the Note Issuer and
the Guarantors (and to the Trustee if given by Holders), provided, that if the
Trustee or such Holders fail to do so, the Preferred Trustee shall have such
right by a notice in writing to the Note Issuer and the Trustee; and upon any
such declaration such specified amount of and the accrued interest (including
Additional Sums and Additional Amounts, if any) on all the

                                       53
<PAGE>   61

Securities shall become immediately due and payable, provided, that the payment
of principal and interest (including Additional Sums and Additional Amounts, if
any) on such Securities shall remain subordinated to the extent provided in
Article XII of the Indenture.

                At any time after such a declaration of acceleration has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in aggregate principal amount of the Outstanding Securities, by
written notice to the Note Issuer and the Trustee, may rescind and annul such
declaration and its consequences if:

                (1)     the Note Issuer or any Guarantor has paid or deposited
                with the Trustee a sum sufficient to pay:

                (A)     all overdue installments of interest (including
                Additional Sums and Additional Amounts, if any) on the
                Securities,

                (B)     the principal of (and premium, if any, on) any
                Securities which have become due otherwise than by such
                declaration of acceleration and interest thereon at the rate
                borne by the Securities, and

                (C)     all sums paid or advanced by the Trustee hereunder and
                the reasonable compensation, expenses, disbursements and
                advances of the Trustee, its agents and counsel; and

                (2)     all Events of Default, other than the non-payment of the
                principal of the Securities which have become due solely by such
                declaration of acceleration, have been cured or waived as
                provided in Section 5.13.

                The Holders of a majority in aggregate outstanding principal
amount of the Securities affected thereby may, on behalf of the Holders of all
the Securities, waive any past default, except a default in the payment of
principal, premium, if any, or interest (unless such default has been cured and
a sum sufficient to pay all matured installments of interest, premium, if any,
and principal due otherwise than by acceleration has been deposited with the
Trustee) or a default in respect of a covenant or provision which under this
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Security and, should the Holders of such Securities fail to
annul such declaration and waive such default, the holders of a majority in
aggregate liquidation amount of the Preferred Securities shall have such right.
The Preferred Trustee, as the initial Holder of the Securities, has agreed under
the Declaration not to waive an Event of Default with respect to the Securities
without the consent of holders of a majority in aggregate liquidation amount of
the Preferred Securities then outstanding.

                No such rescission shall affect any subsequent default or impair
any right consequent thereon.

                Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, a record date shall be
established for determining Holders of Outstanding Securities entitled to join
in such notice, which record date shall be at the close of business on the day
the Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice,

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<PAGE>   62

whether or not such Holders remain Holders after such record date; provided,
that, unless such declaration of acceleration, or rescission and annulment, as
the case may be, shall have become effective by virtue of the requisite
percentage having joined in such notice prior to the day which is 90 days after
such record date, such notice of declaration of acceleration, or rescission and
annulment, as the case may be, shall automatically and without further action by
any Holder be canceled and of no further effect. Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, after expiration of such
90-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a
written notice which has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 5.2.

        .3 Collection of Indebtedness and Suits for Enforcement by Trustee..

        The Note Issuer covenants that if:

                (1)     default is made in the payment of any installment of
                interest (including Additional Sums and Additional Amounts, if
                any) on any Security when such interest becomes due and payable
                and such default continues for a period of 30 days, or

                (2)     default is made in the payment of the principal of (and
                premium, if any, on) any Security at the Maturity thereof,

the Note Issuer will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal (and premium, if any) and interest (including
Additional Sums and Additional Amounts, if any); and, in addition thereto, all
amounts owing the Trustee under Section 6.7.

                If the Note Issuer fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Note Issuer, any Guarantor or any other obligor
upon the Securities and collect the moneys adjudged or decreed to be payable in
the manner provided by law out of the property of the Note Issuer, any Guarantor
or any other obligor upon the Securities, wherever situated.

                Subject to Section 6.3 hereof, if an Event of Default occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders under this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, pursuant to the terms of this Indenture.

        .4 Trustee May File Proofs of Claim.

                In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding

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<PAGE>   63

relative to the Note Issuer, any Guarantor or any other obligor upon the
Securities or the property of the Note Issuer, of any Guarantor or of such other
obligor or their creditors,

                (a)     the Trustee (irrespective of whether the principal of
the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Note Issuer for the payment of overdue principal (and premium,
if any) or interest (including Additional Sums and Additional Amounts, if any))
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                (i)     to file and prove a claim for the whole amount of
principal (and premium, if any) and interest (including Additional Sums and
Additional Amounts, if any) owing and unpaid in respect to the Securities and to
file such other papers or documents as may be necessary or advisable and to take
any and all actions as are authorized under the Trust Indenture Act in order to
have the claims of the Holders and any predecessor to the Trustee under Section
6.7 and of the Holders allowed in any such judicial proceedings; and,

                (ii)    in particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same in accordance with Section 5.6; and

                (b)     any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee for
distribution in accordance with Section 5.6, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it and any predecessor Trustee under Section 6.7.

                Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

        .5 Trustee May Enforce Claims Without Possession of Securities.

                All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.7, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

        .6 Application of Money Collected.

                Any money or property collected or to be applied by the Trustee
with respect to the Securities pursuant to this Article, shall, subject to
Articles XII and XIV, be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of

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<PAGE>   64

such money or property on account of principal (or premium, if any) or interest
(including any Additional Sums), upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                FIRST: To the payment of all amounts due the Trustee and any
                predecessor Trustee under Section 6.7;

                SECOND: To the extent provided in Article XII, to the holders of
                Senior Indebtedness of the Note Issuer and the Company in
                accordance with Article XII or if collected from a Guarantor, to
                the extent provided in Article XIV, to the holders of Senior
                Indebtedness of the Guarantor in accordance with Article XIV;

                THIRD: To the payment of the amounts then due and unpaid upon
                such Securities for principal (and premium, if any) and interest
                (including Additional Sums and Additional Amounts, if any), in
                respect of which or for the benefit of which such money has been
                collected, ratably, without preference or priority of any kind,
                according to the amounts due and payable on such Securities for
                principal (and premium, if any) and interest (including any
                Additional Sums and Additional Amounts), respectively; and

                FOURTH: The balance, if any, to the Person or Persons lawfully
                entitled thereto.

        .7 Limitation on Suits.

                No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture or for the
appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) or for any other remedy hereunder, unless:

                (1)     such Holder shall have previously given written notice
                to the Trustee of a continuing Event of Default;

                (2)     if the Preferred Trustee is not the Holder of the
                Securities, the Holders of not less than 25% in aggregate
                principal amount of the Outstanding Securities shall have made
                written request to the Trustee to institute proceedings in
                respect of such Event of Default in its own name as Trustee
                hereunder;

                (3)     such Holder or Holders shall have offered to the Trustee
                reasonable indemnity against the costs, expenses and liabilities
                to be incurred in compliance with such request;

                (4)     the Trustee for 60 days after its receipt of such
                notice, request and offer of indemnity failed to institute any
                such proceeding; and

                (5)     no direction inconsistent with such written request
                shall have been given to the Trustee during such 60-day period
                by the Holders of a majority in aggregate principal amount of
                the Outstanding Securities;

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<PAGE>   65

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

                The foregoing limitations shall not apply to a suit instituted
by a Holder of a Security for enforcement of payment of the principal of and
premium, it any, or interest (including Additional Sums and Additional Amounts,
if any) on such Security on or after the respective due dates expressed in such
Security.

        .8 Unconditional Right of Holders to Receive Principal, Premium and
Interest.

                Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Section 3.7) interest (including Additional Sums and Additional Amounts, if any)
on such Security on the respective Stated Maturities expressed in such Security
and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder. Except as set forth in
the Declaration, the holders of Preferred Securities shall have no right to
exercise directly any right or remedy available to the Holders of, or in respect
of, the Securities; provided, however, that if the Preferred Trustee or the
Special Trustee (as defined in the Declaration) do not enforce such payment
obligations, a holder of Preferred Securities shall have the right to bring an
action on behalf of the Trust to enforce the Trust's rights under the Securities
and the Indenture.

        .9 Restoration of Rights and Remedies.

                If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Note Issuer, the
Guarantors, the Trustee and the Holders shall, subject to any determination in
such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

        .10 Rights and Remedies Cumulative.

                Except as otherwise provided in the last paragraph of
Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

        .11 Delay or Omission Not Waiver.

                Except as otherwise provided in the last paragraph of
Section 3.6, no delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy

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<PAGE>   66

accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.

                Every right and remedy given by this Article or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

 .12      Control by Holders.

                The Holders of a majority in aggregate principal amount of the
Outstanding Securities shall have the right, subject to Section 6.3 hereof, to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee, with respect to the Securities, provided, that:

                (1)     such direction shall not be in conflict with any rule of
                law or with this Indenture,

                (2)     the Trustee may take any other action deemed proper by
                the Trustee which is not inconsistent with such direction, and

                (3)     subject to the provisions of Section 6.1, the Trustee
                shall have the right to decline to follow such direction if the
                Trustee in good faith shall, by a Responsible Officer or
                Officers of the Trustee, determine that the proceeding so
                directed would be unjustly prejudicial to the Holders not
                joining in any such direction or would involve the Trustee in
                personal liability.

                Upon receipt by the Trustee of any written notice directing the
time, method or place of conducting any such proceeding or exercising any such
trust or power, a record date shall be established for determining Holders of
Outstanding Securities entitled to join in such notice, which record date shall
be at the close of business on the day the Trustee receives such notice. The
Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date; provided, that, unless the Holders of a
majority in principal amount of the Outstanding Securities shall have joined in
such notice prior to the day which is 90 days after such record date, such
notice shall automatically and without further action by any Holder be canceled
and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after expiration of such 90-day period, a new
notice identical to a notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.12.

        .13 Waiver of Past Defaults.

                The Holders of a majority in aggregate principal amount of the
Outstanding Securities affected thereby may, on behalf of the Holders of all the
Securities, waive any past default hereunder and its consequences with respect
to the Securities except a default:

                (1)     in the payment of the principal of (or premium, if any)
                or interest (including Additional Sums and Additional Amounts,
                if any) on any Security, or

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<PAGE>   67

                (2)     in respect of a covenant or provision hereof which under
                Article IX cannot be modified or amended without the consent of
                the Holder of each Outstanding Security affected.

                Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

        .14 Undertaking for Costs.

                All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest (including Additional Sums and
Additional Amounts, if any) on any Security on or after the respective Stated
Maturities expressed in such Security.

        .15 Waiver of Usury, Stay or Extension Laws.

                Each of the Note Issuer and the Guarantors covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture;
and each of the Note Issuer and the Guarantors (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE VI.
                                   THE TRUSTEE

        .1 Certain Duties and Responsibilities.

        (a)     Except during the continuance of an Event of Default,

                (1)     the Trustee undertakes to perform such duties and only
                such duties as are specifically set forth in this Indenture, and
                no implied covenants or obligations shall be read into this
                Indenture against the Trustee; and

                (2)     in the absence of bad faith on its part, the Trustee may
                conclusively rely, as to the truth of the statements and the
                correctness of the opinions

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<PAGE>   68

                expressed therein, upon certificates or opinions furnished to
                the Trustee and conforming to the requirements of this
                Indenture; but in the case of any such certificates or opinions
                which by any provisions hereof are specifically required to be
                furnished to the Trustee, the Trustee shall be under a duty to
                examine the same to determine whether or not they conform to the
                requirements of this Indenture.

                (b)     In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs.

                (c)     No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct except that

                (1)     this Subsection shall not be construed to limit the
                effect of Subsection (a) of this Section;

                (2)     the Trustee shall not be liable for any error of
                judgment made in good faith by a Responsible Officer, unless it
                shall be proved that the Trustee was negligent in ascertaining
                the pertinent facts; and

                (3)     the Trustee shall not be liable with respect to any
                action taken or omitted to be taken by it in good faith in
                accordance with the direction of Holders pursuant to Section
                5.12 relating to the time, method and place of conducting any
                proceeding for any remedy available to the Trustee, or
                exercising any trust or power conferred upon the Trustee, under
                this Indenture with respect to the Securities.

                (d)     No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

                (e)     Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

        .2 Notice of Defaults.

                Within 90 days after actual knowledge by a Responsible Officer
of the Trustee of the occurrence of any default hereunder with respect to the
Securities, the Trustee shall transmit by mail to all Holders, as their names
and addresses appear in the Securities Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any) or interest (including Additional Sums
and Additional Amounts, if any) on any Security, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of

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<PAGE>   69

directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders; and
provided, further, that, in the case of any default of the character specified
in Section 5.1(3), no such notice to Holders shall be given until at least 30
days after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or passage of time or both
would be, an Event of Default.

        .3 Certain Rights of Trustee.

        Subject to the provisions of Section 6.1:

                (a)     the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, Security or other evidence of indebtedness, or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

                (b)     any request or direction of the Note Issuer mentioned
herein shall be sufficiently evidenced by a Note Issuer Request or Note Issuer
Order and any resolution of the Board of Directors may be sufficiently evidenced
by a Board Resolution;

                (c)     whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate;

                (d)     the Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

                (e)     the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

                (f)     the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, Security or other evidence of indebtedness, or other paper or
document, but the Trustee in its discretion may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Note Issuer or any
Guarantor, personally or by agent or attorney; and

                (g)     the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder.

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        .4 Not Responsible for Recitals or Issuance of Securities.

                The recitals contained herein and in Securities and Guaranties
endorsed thereon, except the Trustee's certificates of authentication, shall be
taken as the statements of the Note Issuer, or the Guarantors, as the case may
be, and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities, the value or condition of any Collateral or the priority or
perfection of any security interest purportedly granted herein. The Trustee
shall not be accountable for the use or application by the Note Issuer of the
Securities or the proceeds thereof.

        .5 May Hold Securities.

                The Trustee, any Paying Agent, Securities Registrar or any other
agent of the Note Issuer or any Guarantor, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13, may otherwise deal with the Note Issuer or any Guarantor with the
same rights it would have if it were not Trustee, Paying Agent, Securities
Registrar or such other agent.

        .6 Money Held in Trust.

                Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Note Issuer or any Guarantor, as
the case may be.

        .7 Compensation and Reimbursement.

        The Company and the Note Issuer agree

                (1)     to pay to the Trustee from time to time reasonable
                compensation for all services rendered by it hereunder in such
                amounts as the Note Issuer, the Guarantors and the Trustee shall
                agree from time to time (which compensation shall not be limited
                by any provision of law in regard to the compensation of a
                trustee of an express trust);

                (2)     to reimburse the Trustee upon its request for all
                reasonable expenses, disbursements and advances incurred or made
                by the Trustee in accordance with any provision of this
                Indenture (including the reasonable compensation and the
                reasonable expenses and disbursements of its agents and
                counsel), except any such expense, disbursement or advance as
                may be attributable to its negligence or bad faith; and

                (3)     to indemnify the Trustee for, and to hold it harmless
                against, any loss, liability or expense (including the
                reasonable compensation and the reasonable expenses and
                disbursements of its agents and counsel) incurred without
                negligence or bad faith on its part, arising out of or in
                connection with the acceptance or administration of this trust
                or the performance of its

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<PAGE>   71

                duties hereunder, including the costs and expenses of defending
                itself against any claim or liability in connection with the
                exercise or performance of any of its powers or duties
                hereunder. This indemnification shall survive the termination of
                this Agreement.

                To secure the Note Issuer's payment obligations in this Section,
the Note Issuer and the Holders agree that the Trustee shall have a lien prior
to the Securities on all money or property held or collected by the Trustee.
Such lien shall survive the satisfaction and discharge of this Indenture.

                When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(6) or (7) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any applicable German or United States Federal or State or
other applicable foreign bankruptcy, insolvency or other similar law.

        .8 Disqualification; Conflicting Interests.

                The Trustee shall be subject to the provisions of Section 310(b)
of the Trust Indenture Act. Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the second to last paragraph
of Section 301(b) of the Trust Indenture Act.

        .9 Corporate Trustee Required; Eligibility.

        There shall at all times be a Trustee hereunder which shall be

                (a)     a corporation organized and doing business under the
laws of the United States of America or of any State, Territory or the District
of Columbia, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by Federal, State, Territorial or District
of Columbia authority, or

                (b)     a corporation or other Person organized and doing
business under the laws of a foreign government that is permitted to act as
Trustee pursuant to a rule, regulation or order of the Commission, authorized
under such laws to exercise corporate trust powers, and subject to supervision
or examination by authority of such foreign government or a political
subdivision thereof substantially equivalent to supervision or examination
applicable to United States institutional trustees,

in either case having a combined capital and surplus of at least $50 million,
subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. Neither the Note Issuer nor any Person directly or indirectly
controlling, controlled by or under common control with the Note Issuer shall
serve as Trustee.

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        .10 Resignation and Removal; Appointment of Successor.

                (a)     No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 6.11.

                (b)     The Trustee may resign at any time by giving written
notice thereof to the Note Issuer. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

                (c)     The Trustee may be removed at any time with respect to
the Securities by Act of the Holders of a majority in principal amount of the
Outstanding Securities, delivered to the Trustee and to the Note Issuer.

                (d)     If at any time:

                (1)     the Trustee shall fail to comply with Section 6.8 after
                written request therefor by the Note Issuer or by any Holder who
                has been a bona fide Holder of a Security for at least six
                months, or

                (2)     the Trustee shall cease to be eligible under
                Section 6.9 and shall fail to resign after written request
                therefor by the Note Issuer or by any such Holder, or

                (3)     the Trustee shall become incapable of acting or shall be
                adjudged a bankrupt or insolvent or a receiver of the Trustee or
                of its property shall be appointed or any public officer shall
                take charge or control of the Trustee or of its property or
                affairs for the purpose of rehabilitation, conservation or
                liquidation,

then, in any such case, (i) the Note Issuer, acting pursuant to the authority of
a Board Resolution, may remove the Trustee, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

                (e)     If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Note Issuer, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Note Issuer and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Note Issuer. If no successor Trustee shall have been so
appointed by the Note Issuer or the Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder of a
Security for at least six months may, subject to Section 5.14, on behalf of
himself and all

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others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                (f)     The Note Issuer shall give notice of each resignation
and each removal of the Trustee and each appointment of a successor Trustee by
mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities as their names and addresses appear in the Securities
Register. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

        .11 Acceptance of Appointment by Successor.

                (a)     In case of the appointment hereunder of a successor
Trustee, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company, the Note Issuer, and the other Guarantors and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company, the Note Issuer, any other Guarantor or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

                (b)     Upon request of any such successor Trustee, the Company,
the Note Issuer and the Guarantors shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all
rights, powers and trusts referred to in paragraph (a) of this Section.

                (c)     No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

        .12 Merger, Conversion, Consolidation or Succession to Business.

                Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated, and
in case any Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
Trustee or in the name of such successor Trustee, and in all cases the
certificate of authentication shall have the full force which it is provided
anywhere in the Securities or in this Indenture that the certificate of the
Trustee shall have.

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        .13 Preferential Collection of Claims Against Note Issuer.

                If and when the Trustee shall be or become a creditor of the
Note Issuer, the Guarantors or any other obligor upon the Securities, the
Trustee shall be subject to the provisions of the Trust Indenture Act regarding
the collection of claims against the Note Issuer, the Guarantors or any such
other obligor.

        .14 Appointment of Authenticating Agent.

                The Trustee may appoint an Authenticating Agent or Agents which
shall be authorized to act on behalf of the Trustee to authenticate the
Securities issued upon original issue and upon exchange, registration of
transfer or partial redemption thereof, and the Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of the Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Note Issuer and shall at all times be a corporation organized
and doing business under the laws of the United States of America, any State
thereof, or any Territory or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50 million and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

                Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

                An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Note Issuer. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Note Issuer. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Note Issuer and the Guarantors and shall
give notice of such appointment in the manner provided in Section 1.6 to all
Holders of Securities. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provision of this Section.

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                The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.7.

                If an appointment is made pursuant to this Section, the
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative certificate of authentication in the following
form:

                This is one of the Securities with the Guaranties endorsed
                thereon referred to in the within mentioned Indenture.

                                       As Trustee


                                       By:
                                           -------------------------------------
                                                As Authenticating Agent


                                       By:
                                           -------------------------------------
                                                Authorized Officer

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                                  ARTICLE VII.
              HOLDER'S LISTS AND REPORTS BY TRUSTEE AND NOTE ISSUER

        .1 Note Issuer to Furnish Trustee Names and Addresses of Holders.

        The Note Issuer will furnish or cause to be furnished to the Trustee:

                (a)     semi-annually, not more than 14 days after each Regular
Record Date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date,

                (b)     at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Note Issuer of any such
request, a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Securities Registrar.

        .2 Preservation of Information, Communications to Holders.

                (a)     The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

                (b)     The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights, privileges and duties of the Trustee, shall be as
provided by the Trust Indenture Act.

                (c)     Every Holder of Securities, by receiving and holding the
same, agrees with the Note Issuer, the Guarantors and the Trustee that none of
the Note Issuer, the Guarantors, the Trustee and any agent of any of them shall
be held accountable by reason of any disclosure of information as to the names
and addresses of the Holders made pursuant to the Trust Indenture Act.

        .3 Reports by Trustee.

                (a)     The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act, at the times and in the manner provided
pursuant thereto.

                (b)     Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than May 15
in each calendar year, commencing with the first May 15 after the first issuance
of Securities under this Indenture.

                (c)     A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with the Commission, and
delivered to the Note Issuer and to the Guarantors.

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<PAGE>   77

        .4 Reports by Note Issuer.

                The Company, the Note Issuer and each of the Guarantors shall
file with the Trustee and with the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided in the Trust Indenture Act; provided, whether or not required by the
rules and regulations of the Commission, so long as any Securities are
Outstanding, the Company shall provide the Trustee and the Holders with (i) all
annual financial information that would be required to be contained in a filing
with the Commission on Form 20-F as if the Company were required to file reports
on such Form, and (ii) quarterly financial statements as of end for the period
from the beginning of each year to the close of each quarterly period (other
than the fourth quarter), together with comparable information for the
corresponding periods of the preceding year, including, in each case, an
"Operating and Financial Review and Prospects" and, with respect to the annual
information only, a report thereon from the Company's certified independent
public accountants. In addition, whether or not required by the rules and
regulations of the Commission, the Company shall file a copy of all such
information and reports with the Commission for public availability and make
such information and reports available to securities analysts and prospective
investors upon request. The Company and the Note Issuer also shall comply with
the other provisions of Trust Indenture Act Section 314(a).

                                 ARTICLE VIII.
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

        .1 Note Issuer May Consolidate, etc., Only on Certain Terms.

                The Note Issuer shall not consolidate or merge with or into any
other Person (whether or not the Note Issuer is the Surviving Person) or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties and assets, in one or more related transactions, as an
entirety to another Person, unless:

                (1)     the Surviving Person is a corporation, organized and
                existing under the laws of Germany, the United Kingdom,
                Luxembourg, the United States of America or any State thereof,
                the District of Columbia or the jurisdiction of formation of the
                Note Issuer;

                (2)     the Surviving Person (if other than the Note Issuer)
                expressly assumes, all the obligations of the Note Issuer under
                the Securities and the Indenture by an indenture supplemental
                hereto, executed and delivered to the Trustee, in form
                satisfactory to the Trustee;

                (3)     at the time of, and immediately after giving effect to,
                such transaction, no Default or Event of Default, shall have
                occurred and be continuing;

                (4)     the Note Issuer shall have delivered to the Trustee an
                Officers' Certificate and an Opinion of Counsel, each stating
                that such consolidation, merger, conveyance, transfer,
                assignment, sale, lease or disposition, and any such
                supplemental indenture complies with this Article and that all
                conditions precedent herein provided for relating to such
                transaction have been complied

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<PAGE>   78

                with; and the Trustee, subject to Section 6.1, may rely upon
                such Officers' Certificate and Opinion of Counsel as conclusive
                evidence that such transaction complies with this Section 8.1;
                and

                (5)     such consolidation, merger, conveyance, transfer,
                assignment, lease or disposition is permitted under the
                Declaration and does not give rise to any breach or violation of
                the Declaration.

        .2 Guarantors May Consolidate, etc., Only on Certain Terms.

                The Company shall not and shall not permit any other Guarantor
to consolidate with or merge with or into, or convey, transfer, sell, assign,
lease or otherwise dispose of, in one transaction or a series of transactions,
all or substantially all of its properties and assets to any Person unless:

                (1)     the Surviving Person (if not the Company or such other
                Guarantor) shall be a Person organized and existing under the
                laws of the jurisdiction under which such Guarantor was
                organized or under the laws of Germany, the United Kingdom, the
                United States of America, or any state thereof or the District
                of Columbia or, except in a transaction or series of
                transactions involving the Company, the jurisdiction of
                formation of the Note Issuer or, if the Surviving Person is a
                corporation organized and existing under the laws of any other
                jurisdiction, the Note Issuer delivers to the Trustee an Opinion
                of Counsel reasonably acceptable to the Trustee to the effect
                that the rights of the Holders of the Securities would not be
                affected adversely as a result of the law of the jurisdiction of
                organization of the Surviving Person, insofar as such law
                affects the ability of the Surviving Person to pay and perform
                its obligations and undertakings in connection with its Guaranty
                or the ability of the Surviving Person to obligate itself to pay
                and perform such obligations and undertakings or the ability of
                the Holders to enforce such obligations and undertakings;

                (2)     the Surviving Person (if other than the Company or such
                other Guarantor) shall expressly assume, (A) in a transaction or
                series of transactions involving the Company, by a supplemental
                indenture in a form satisfactory to the Trustee, all of the
                obligations of the Company under this Indenture, including its
                Guaranty hereunder, or (B) in a transaction or series of
                transactions not involving the Company, by a Guaranty Agreement,
                in a form satisfactory to the Trustee, all the obligations of
                such Subsidiary, if any, under its Guaranty;

                (3)     at the time of, and immediately after giving effect to,
                such transaction or transactions on a pro forma basis (and
                treating any Indebtedness which becomes an obligation of the
                resulting, surviving or transferee Person as a result of such
                transaction as having been issued by such Person at the time of
                such transaction), no Default shall have occurred and be
                continuing; and

                (4)     in the case of a transaction or series of transactions
                involving the Company, (a) the Surviving Person shall have a
                Consolidated Net Worth (immediately after the transaction) equal
                to or greater than the Consolidated Net Worth of the Company
                immediately preceding the transaction, (b) at the

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<PAGE>   79

                time of such transaction and after giving pro forma effect
                thereto, the Surviving Person would be permitted to incur at
                least $1.00 of additional Indebtedness pursuant to paragraph (a)
                of Section 10.8 and (c) such consolidation, merger, conveyance,
                transfer or lease is permitted under the Declaration and the
                Company Guarantee and does not give rise to any breach or
                violation of the Declaration or the Company Guarantee; and

                (5)     the Note Issuer and the Company or such other Note
                Guarantor has delivered to the Trustee an Officers' Certificate
                and an Opinion of Counsel, each stating that such consolidation,
                merger, conveyance, transfer, assignment, sale, lease, or other
                disposition and such supplemental indenture or Guaranty
                Agreement, if any, comply with the Indenture.

        .3 Successor Corporation Substituted.

                Upon any consolidation or merger by the Note Issuer with or into
any other Person, or any conveyance, transfer, sale, assignment, lease or other
disposition by the Note Issuer, in one or more transactions, of substantially
all of its properties and assets as an entirety to any Person in accordance with
Section 8.1, the Surviving Person shall succeed to, and be substituted for, and
may exercise every right and power of, the Note Issuer under this Indenture with
the same effect as if such Surviving Person had been named as the Note Issuer
herein, and thereafter the Note Issuer shall be discharged from all obligations
and covenants under the Indenture and the Securities.

                Such Surviving Person may cause to be signed, and may issue
either in its own name or in the name of the Note Issuer, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Note Issuer and delivered to the Trustee; and, upon the order of such
Surviving Person instead of the Note Issuer and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Note Issuer to the Trustee for
authentication pursuant to such provisions and any Securities which such
Surviving Person thereafter shall cause to be signed and delivered to the
Trustee on its behalf for the purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

                In case of any such consolidation, merger, sale, assignment,
transfer, conveyance, lease, or other disposition such changes in phraseology
and form may be made in the Securities thereafter to be issued as may be
appropriate.

                Upon any consolidation, or merger of a Guarantor with or into
any other Person or any transfer, conveyance, sale, lease, assignment or other
disposition of all or substantially all of the properties and assets of such
Guarantor as an entirety in accordance with Section 8.2, the Surviving Person
shall succeed to, and be substituted for, and may exercise every right and power
of, such Guarantor under this Indenture with the same effect as if such
Surviving Person had been named as a Guarantor herein, and thereafter the
Guarantor shall be relieved of all obligations and covenants under this
Indenture and the Securities.

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<PAGE>   80

        .4 Successor to Note Issuer.

                The Company or a Wholly Owned Subsidiary (a "Successor"), may
assume the obligations of the Note Issuer under the Securities, by executing and
delivering to the Trustee (a) a supplemental indenture which subjects such
person to all of the provisions of the Indenture as Note Issuer and (b) an
Opinion of Counsel to the effect that such supplemental indenture has been duly
authorized and executed by such Person, and constitutes the legal, valid,
binding and enforceable obligation of such Person, subject to customary
exceptions; provided that (i) the Successor is formed under the laws of the
United States of America, or any State thereof or the District of Columbia,
Germany, the United Kingdom or any other Member State of the European Union,
(ii) no Additional Amounts would be or become payable with respect to the
Securities and the time of such assumption, or as a result of any change in the
laws of the jurisdiction of formation of such Successor that was reasonably
foreseeable at such time, (iii) the assumption of such obligations by the
Successor shall not cause the Trust to fail or cease to be classified for U.S.
Federal income tax purposes as a grantor trust or another entity which is not
subject to U.S. Federal income tax at the entity level and the assets and income
of which are treated for U.S. Federal income tax purposes as held and derived
directly by holders of interests in such Trust and (iv) if a Wholly Owned
Subsidiary is the Successor, the Company shall continue to unconditionally
guarantee, on a senior subordinated basis, the obligations assumed by such
Successor. The Successor shall succeed to, and be substituted for, and may
exercise every right and power of, the Note Issuer under the Indenture with the
same effect as if it were the Note Issuer thereunder, and the former Note Issuer
shall be discharged from all obligations and covenants under the Indenture and
the Securities.

                                  ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

        .1 Supplemental Indentures Without Consent of Holders.

                Without the consent of any Holders, the Note Issuer, when
authorized by a Board Resolution of the Note Issuer, the Company, when
authorized by a Board Resolution of the Company, the Guarantors, when authorized
by respective Board Resolutions of the Guarantors, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

                (1)     to evidence the succession of another Person to the Note
                Issuer or any Guarantor, and the assumption by any such
                successor of the covenants of the Note Issuer or such Guarantor
                herein and in the Securities; or

                (2)     to convey, transfer, assign, mortgage or pledge any
                property to or with the Trustee or to surrender any right or
                power herein conferred upon the Note Issuer; or

                (3)     to establish the form or terms of Securities and
                Guaranties as permitted by Section 2.1; or

                (4)     to add to the covenants of the Note Issuer for the
                benefit of the Holders or to surrender any right or power herein
                conferred upon the Note Issuer; or

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<PAGE>   81

                (5)     to add any additional Events of Default; or

                (6)     to change or eliminate any of the provisions of this
                Indenture, provided, that any such change or elimination shall
                become effective only when there is no Security Outstanding
                created prior to the execution of such supplemental indenture
                which is entitled to the benefit of such provision; or

                (7)     to cure any ambiguity, to correct or supplement any
                provision herein which may be inconsistent with any other
                provision herein, or to make any other provisions with respect
                to matters or questions arising under this Indenture, provided
                that such action pursuant to this clause (7) shall not
                materially adversely affect the interest of the Holders or, for
                so long as any of the Preferred Securities shall remain
                outstanding, the holders of such Preferred Securities; or

                (8)     to evidence and provide for the acceptance of
                appointment hereunder by a successor Trustee with respect to the
                Securities and to add to or change any of the provisions of this
                Indenture as shall be necessary to provide for or facilitate the
                administration of the trusts hereunder by more than one Trustee,
                pursuant to the requirements of Section 6.11(b); or

                (9)     to comply with the requirements of the Commission in
                order to effect or maintain the qualification of this Indenture
                under the Trust Indenture Act; or

                (10)    to add new Guarantors pursuant to Section 13.5.

        .2 Supplemental Indentures with Consent of Holders.

                With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities affected by such supplemental
indenture, by Act of said Holders delivered to the Note Issuer, the Guarantors
and the Trustee, the Note Issuer, when authorized by a Board Resolution of the
Note Issuer, the Guarantors, when authorized by respective Board Resolutions of
the Guarantors, and the Trustee may modify the Indenture or enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby,

                        (1)     extend the Stated Maturity of the principal of
        any Security, or reduce the principal amount thereof, or reduce the rate
        or extend the time of payment of interest thereon, or reduce any premium
        payable upon the redemption thereof, or change the place of payment
        where, or the currency of payment of any principal of, or any premium or
        interest on any Security, or impair the right to institute suit for the
        enforcement of any such payment on or with respect to a Security (or, in
        the case of redemption, on or after the date fixed for redemption
        thereof); or

                        (2)     reduce the percentage in principal amount of
        Securities, the consent of whose Holders is required for any such
        modification or supplemental indenture, or the consent of whose Holders
        is required for any waiver (of compliance

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<PAGE>   82

        with certain provisions of this Indenture or certain defaults hereunder
        and their consequences) provided for in this Indenture; or

                        (3)     modify any of the provisions of this Section,
        Section 5.13 or Section 10.18, except to increase any such percentage or
        to provide that certain other provisions of this Indenture cannot be
        modified or waived without the consent of the Holder of each Outstanding
        Security affected thereby; or

                        (4)     modify the provisions in this Indenture relating
        to the subordination of Outstanding Securities in a manner adverse to
        the Holders.

provided, that, so long as any of the Preferred Securities remains outstanding,
no such amendment shall be made that adversely affects the holders of such
Preferred Securities, and no termination of this Indenture shall occur, and no
waiver of any Event of Default or compliance with any covenant under this
Indenture shall be effective, without the prior consent of the holders of at
least a majority of the aggregate liquidation preference of such Preferred
Securities then outstanding unless and until the principal (and premium, if any)
of the Securities and all accrued and, subject to Section 3.7, unpaid interest
(including Additional Sums and Additional Amounts, if any) thereon have been
paid in full; and provided further, that, so long as any of the Preferred
Securities remain outstanding, no amendment shall be made to Section 5.8 of this
Indenture without the prior consent of the holders of each Preferred Security
then outstanding unless and until the principal (and premium, if any) of the
Securities and all accrued and (subject to Section 3.7) unpaid interest
(including Additional Sums and Additional Amounts, if any) thereon shall have
been paid in full.

                It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

        .3 Execution of Supplemental Indentures.

                In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and
that all conditions precedent have been complied with. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

        .4 Effect of Supplemental Indentures.

                Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby. No such supplemental indenture shall directly
or indirectly modify the provisions of Article XII, Article XIV, Sections
4.3(b), 5.3 or 5.6 in any manner which might terminate or impair the rights of
the Senior Indebtedness pursuant to such subordination provisions.

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        .5 Conformity with Trust Indenture Act.

                Every supplemental indenture executed pursuant to this Article
shall conform to any applicable requirements of the Trust Indenture Act as then
in effect.

        .6 Reference in Securities to Supplemental Indentures.

                Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Note Issuer, bear a notation in form approved by the Note Issuer as to
any matter provided for in such supplemental indenture. If the Note Issuer and
the Guarantors shall so determine, new Securities so modified as to conform, in
the opinion of the Note Issuer and the Guarantors, to any such supplemental
indenture may be prepared and executed by the Note Issuer and the Guaranties
endorsed thereon may be executed by the Guarantors and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.

                                   ARTICLE X.
                                    COVENANTS

        .1 Payment of Principal, Premium and Interest.

                The Note Issuer covenants and agrees for the benefit of each of
the Securities that it shall duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
such Securities and this Indenture.

        .2 Maintenance of Office or Agency.

                The Note Issuer shall maintain in the Borough of Manhattan, The
City of New York an office or agency where Securities may be presented or
surrendered for payment and an office or agency where Securities may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Note Issuer or any Guarantor in respect of the
Securities, any Guaranty endorsed thereon and this Indenture may be served. The
Note Issuer and the Guarantors initially appoint the Trustee, acting through its
office or agency in the Borough of Manhattan, The City of New York, as its agent
for said purposes. The Note Issuer and the Guarantors shall give prompt written
notice to the Trustee of any change in the location of any such office or
agency. If at any time the Note Issuer or any Guarantor shall fail to maintain
such office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Note Issuer and
each Guarantor hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

                The Note Issuer may also from time to time designate one or more
other offices or agencies in or outside the Borough of Manhattan, The City of
New York where the Securities may be presented or surrendered for any or all of
such purposes, and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Note Issuer of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes. The Note Issuer shall give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

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        .3 Money for Security Payments to be Held in Trust.

                If the Note Issuer shall at any time act as its own Paying
Agent, it shall, on or before each due date of the principal of or interest on
any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and shall promptly notify the
Trustee of its action or failure so to act.

                Whenever the Note Issuer shall have one or more Paying Agents,
it shall, prior to 10:00 a.m. New York City time on each due date of the
principal of (and premium, if any) or interest on any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal, premium, or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Note Issuer will promptly notify the Trustee of its action
or failure so to act.

                The Note Issuer shall cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent shall:

                (1)     hold all sums held by it for the payment of the
                principal of (and premium, if any) or interest on Securities in
                trust for the benefit of the Persons entitled thereto until such
                sums shall be paid to such Persons or otherwise disposed of as
                herein provided;

                (2)     give the Trustee notice of any default by the Note
                Issuer (or any other obligor upon the Securities) in the making
                of any payment of principal (and premium, if any) or interest;

                (3)     at any time during the continuance of any such default,
                upon the written request of the Trustee, forthwith pay to the
                Trustee all sums so held in trust by such Paying Agent; and

                (4)     comply with the provisions of the Trust Indenture Act
                applicable to it as a Paying Agent.

                The Note Issuer may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Note Issuer Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Note Issuer or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the
Note Issuer or such Paying Agent; and, upon such payment by the Note Issuer or
any Paying Agent to the Trustee, the Note Issuer or such Paying Agent shall be
released from all further liability with respect to such money.

                Any money deposited with the Trustee or any Paying Agent, or
then held by the Note Issuer, in trust for the payment of the principal of (and
premium, if any) or interest on any Security and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall (unless otherwise required by mandatory provision of applicable
escheat or abandoned or unclaimed property law) be paid on Note Issuer Request
to the Note Issuer, or (if then held by the Note Issuer) shall (unless otherwise

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<PAGE>   85

required by mandatory provision of applicable escheat or abandoned or unclaimed
property law) be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Note Issuer
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Note Issuer as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Note Issuer cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in The Borough of Manhattan, The City of New York (which is
expected to be The Wall Street Journal.), notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Note Issuer.

        .4 Existence.

                Subject to Article VIII and the other Sections of this Article
X, the Company shall do or cause to be done all things necessary to preserve and
keep in full force and effect the existence, rights (charter and statutory) and
franchises of the Company, the Note Issuer and each other Guarantor; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors of the Company in good faith shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders.

        .5 Maintenance of Properties.

                Subject to Article VIII and the other Sections of this Article
X, the Company shall cause all properties used or useful in the conduct of its
business or the business of any Subsidiary of the Company to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, as determined by the Company in good faith, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

        .6 Payment of Taxes and Other Claims.

                The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Subsidiaries or upon the income, profits or property of the Company or
any of its Subsidiaries, and (b) all material lawful claims for labor, materials
and supplies which, if unpaid, might by law become a Lien upon the property of
the Company or any of its Subsidiaries; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

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<PAGE>   86

        .7 Maintenance of Insurance.

                The Company shall, and shall cause its Subsidiaries to, keep at
all times all of their properties which are of an insurable nature insured
against loss or damage with insurers believed by the Company to be responsible
to the extent that property of similar character is usually so insured by
corporations similarly situated and owning like properties in accordance with
good business practice. The Company shall, and shall cause its Subsidiaries to,
use the proceeds from any such insurance policy to repair, replace or otherwise
restore the property to which such proceeds relate, except to the extent that a
different use of such proceeds is, as determined by the Company, in good faith,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

        .8 Limitation on Incurrence of Indebtedness.

                (a)     The Company shall not, and shall not permit any
Subsidiary to, Incur, directly or indirectly, any Indebtedness unless, on the
date of such Incurrence (and after giving effect thereto), the Consolidated
Coverage Ratio exceeds 2.5 to 1.

                (b)     The foregoing limitations contained in paragraph (a) do
not apply to the Incurrence of any of the following Indebtedness:

                (1)     Indebtedness under the Credit Agreements;

                (2)     Indebtedness owed to and held by a Wholly Owned
                Subsidiary; provided, however, that any subsequent issuance or
                transfer of any Capital Stock that results in any such Wholly
                Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any
                subsequent transfer of such Indebtedness (other than to another
                Wholly Owned Subsidiary) shall be deemed, in each case, to
                constitute the Incurrence of such Indebtedness by the Company;

                (3)     Indebtedness in respect of the Securities, up to EURO300
                million (or the equivalent amount in other currencies) of
                additional Senior Subordinated Indebtedness, and the related
                Guarantees by the Company and the Guarantors of the Securities,
                up to EURO300 million (or the equivalent amount in other
                currencies) of additional Senior Subordinated Indebtedness, the
                9% Notes, the 7 7/8% Notes and the 7 3/8% Notes;

                (4)     Capital Lease Obligations and Indebtedness Incurred, in
                each case, to provide all or a portion of the purchase price or
                cost of construction of an asset or, in the case of a
                sale/leaseback transaction, to finance the value of such asset
                owned by the Company or a Subsidiary, in an aggregate principal
                amount which, together with all other such Capital Lease
                Obligations and Indebtedness outstanding on the date of such
                Incurrence (other than Indebtedness permitted by paragraph (a)
                or clause (2) or (9) of this paragraph (b)), does not exceed
                $200,000,000;

                (5)     Indebtedness in respect of Receivables Financings in an
                aggregate principal amount which, together with all other
                Indebtedness in respect of Receivables Financings outstanding on
                the date of such Incurrence (other than Indebtedness permitted
                by paragraph (a) or clause (2) or (9) of this paragraph

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<PAGE>   87

                (b)), does not exceed 85% of the sum of (1) the total amount of
                accounts receivables shown on the Company's most recent
                consolidated quarterly balance sheet, plus (2) without
                duplication, the total amount of accounts receivable already
                subject to a Receivables Financing;

                (6)     Refinancing Indebtedness in respect of Indebtedness
                Incurred pursuant to paragraph (a) or pursuant to clause (3),
                (4) or (5) of this paragraph (b);

                (7)     Hedging Obligations permitted under the Senior Credit
                Agreement as in effect on the Issue Date;

                (8)     customer deposits and advance payments received from
                customers for goods purchased in the ordinary course of
                business; and

                (9)     Indebtedness in an aggregate principal amount which,
                together with all other Indebtedness of the Company and its
                Subsidiaries outstanding on the date of such Incurrence (other
                than Indebtedness permitted by paragraph (a) or clauses (1)
                through (8) of this paragraph (b)), does not exceed
                $400,000,000.

                (c)     Notwithstanding the foregoing, the Company shall not,
and shall not permit any Subsidiary to, Incur, directly or indirectly, any
Indebtedness (i) that is subordinate or junior in ranking in right of payment to
its Senior Indebtedness unless such Indebtedness is Senior Subordinated
Indebtedness or is expressly subordinated in right of payment to Senior
Subordinated Indebtedness, or (ii) pursuant to paragraph (b) above if the
proceeds thereof are used, directly or indirectly, to Refinance any Subordinate
Obligations unless such Indebtedness shall be subordinated to the Securities to
at least the same extent as such Subordinated Obligations.

                (d)     For purposes of determining compliance with the
foregoing covenant, (i) in the event that an item of Indebtedness meets the
criteria of more than one of the types of Indebtedness described above, the
Company, in its sole discretion, will classify such item of Indebtedness and
only be required to include the amount and type of such Indebtedness in one of
the above clauses, and (ii) an item of Indebtedness may be divided and
classified in more than one of the types of Indebtedness described above.

        .9 Limitation on Restricted Payments.

                (a)     The Company shall not, and shall not permit any
Subsidiary to, directly or indirectly, make any Restricted Payment if at the
time the Company or such Subsidiary makes such Restricted Payment:

                (1)     a Default shall have occurred and be continuing (or
                would result therefrom);

                (2)     the Company is not able to Incur an additional $1.00 of
                Indebtedness pursuant to paragraph (a) of Section 10.8; or

                (3)     the aggregate amount of such Restricted Payment and all
                other Restricted Payments since the Issue Date would exceed the
                sum of: (A) 50% of the Consolidated Net Income accrued during
                the period (treated as one

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<PAGE>   88

                accounting period) from January 1, 2000 to the end of the
                Company's most recently ended fiscal quarter for which internal
                financial statements are available at the time of such
                Restricted Payment (or, in case such Consolidated Net Income is
                a deficit, minus 100% of such deficit); (B) the aggregate Net
                Cash Proceeds received by the Company from the issuance or sale
                of its Capital Stock (other than Disqualified Stock) subsequent
                to January 1, 2000 (other than an issuance or sale to a
                Subsidiary and other than an issuance or sale to an employee
                stock ownership plan or to a trust established by the Company or
                any of its Subsidiaries for the benefit of their employees); and
                (C) the amount by which Indebtedness of the Company is reduced
                on the Company's balance sheet upon the conversion or exchange
                (other than by a Subsidiary), subsequent to January 1, 2000, of
                any Indebtedness of the Company convertible or exchangeable for
                Capital Stock (other than Disqualified Stock) of the Company
                (less the amount of any cash, or the fair value of any other
                property, distributed by the Company upon such conversion or
                exchange).

        (b)     The provisions of the foregoing paragraph (a) shall not
prohibit:

                (1)     any purchase or redemption of Capital Stock or
                Subordinated Obligations of the Company made by exchange for, or
                out of the proceeds of the substantially concurrent sale of,
                Capital Stock of the Company (other than Disqualified Stock and
                other than Capital Stock issued or sold to a Subsidiary or an
                employee stock ownership plan or to a trust established by the
                Company or any of its Subsidiaries for the benefit of their
                employees); provided, however, that (A) such purchase or
                redemption shall be excluded in the calculation of the amount of
                Restricted Payments and (B) the Net Cash Proceeds from such sale
                shall be excluded from the calculation of amounts under clause
                (3)(B) of paragraph (a) above;

                (2)     any purchase, repurchase, redemption, defeasance or
                other acquisition or retirement for value of Subordinated
                Obligations made by exchange for, or out of the proceeds of the
                substantially concurrent sale of, Indebtedness of the Company
                which is permitted to be Incurred pursuant to Section 10.8;
                provided, however, that such purchase, repurchase, redemption,
                defeasance or other acquisition or retirement for value shall be
                excluded in the calculation of the amount of Restricted
                Payments; or

                (3)     dividends paid within 60 days after the date of
                declaration thereof if at such date of declaration such dividend
                would have complied with this covenant and that at the time of
                payment of such dividend, no other Default shall have occurred
                and be continuing (or result therefrom); provided that such
                dividend shall be included in the calculation of the amount of
                Restricted Payments.

        .10 Limitation on Restrictions on Distributions from Subsidiaries.

                The Company shall not, and shall not permit any Subsidiary to,
create or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Subsidiary (a) to pay dividends
or make any other distributions on its Capital Stock to the Company or any other
Subsidiary or pay any Indebtedness owed to the Company or any other Subsidiary,
(b) to make any loans or advances to the Company or

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<PAGE>   89

any other Subsidiary or (c) transfer any of its property or assets to the
Company or any other Subsidiary, except:

                (i)     any encumbrance or restriction pursuant to an agreement
                in effect at or entered into on the Issue Date;

                (ii)    any encumbrance or restriction with respect to a
                Subsidiary pursuant to an agreement relating to any Indebtedness
                Incurred by such Subsidiary on or prior to the date on which
                such Subsidiary was acquired by the Company (other than
                Indebtedness Incurred as consideration in, or to provide all or
                any portion of the funds or credit support utilized to
                consummate the transaction or series of related transactions
                pursuant to which such Subsidiary became a Subsidiary or was
                acquired by the Company) and outstanding on such date;

                (iii)   any encumbrance or restriction pursuant to an agreement
                effecting a Refinancing of Indebtedness Incurred pursuant to an
                agreement referred to in clause (i) or (ii) above or this clause
                (iii) or contained in any amendment to an agreement referred to
                in clause (i) or (ii) above or this clause (iii); provided,
                however, that the encumbrances and restrictions with respect to
                such Subsidiary contained in any such refinancing agreement or
                amendment are no less favorable to the Holders than encumbrances
                and restrictions with respect to such Subsidiary contained in
                such agreements;

                (iv)    any such encumbrance or restriction consisting of
                customary non-assignment provisions in leases governing
                leasehold interests or in licensing agreements to the extent
                such provisions restrict the transfer of the lease or the
                property leased thereunder or the licensing agreement or the
                rights licensed thereunder;

                (v)     in the case of clause (c) above, restrictions contained
                in security agreements or mortgages securing Indebtedness of a
                Subsidiary to the extent such restrictions restrict the transfer
                of the property subject to such security agreements or
                mortgages; and

                (vi)    any restriction with respect to a Subsidiary imposed
                pursuant to an agreement entered into for the sale or
                disposition of all or substantially all the Capital Stock or
                assets of such Subsidiary pending the closing of such sale or
                disposition.

        .11 Senior Subordinated Indebtedness; Liens.

                The Company shall not, and shall not permit any Subsidiary to,
Incur: (1) any Indebtedness if such Indebtedness is subordinate or junior in
ranking in any respect to any Senior Indebtedness, unless such Indebtedness is
Senior Subordinated Indebtedness or is expressly subordinated in right of
payment to Senior Subordinated Indebtedness; or (2) any Secured Indebtedness
that is not Senior Indebtedness, unless (A) contemporaneously therewith
effective provision is made to secure the Securities equally and ratably with
such Secured Indebtedness for so long as such Secured Indebtedness is secured by
a Lien, (B) such Secured Indebtedness is permitted by clause (1), (4), (5) or
(7) of paragraph (b) of Section 10.8, (C) such Secured Indebtedness is Incurred
by a Subsidiary pursuant to a revolving credit

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agreement as in effect on the Issue Date, or (D) such Secured Indebtedness is
Refinancing Indebtedness in respect of Secured Indebtedness Incurred by a
Subsidiary pursuant to a revolving credit agreement as in effect on the Issue
Date.

        .12 Limitation on Affiliate Transactions.

                (a)     The Company shall not, and shall not permit any
Subsidiary to, enter into any transaction (including the purchase, sale, lease
or exchange of any property, employee compensation arrangements or the rendering
of any service) with any Affiliate of the Company (an "Affiliate Transaction")
unless the terms thereof:

                (1)     are no less favorable to the Company or such Subsidiary
                than those that could be obtained at the time of such
                transaction in arm's-length dealings with a Person who is not
                such an Affiliate;

                (2)     if such Affiliate Transaction involves an amount in
                excess of $5,000,000, (i) are set forth in writing and (ii) have
                been approved by a majority of the members of the Board of
                Directors of the Company or such Subsidiary having no personal
                stake in such Affiliate Transaction; and

                (3)     if such Affiliate Transaction involves an amount in
                excess of $15,000,000, have been determined by a nationally
                recognized investment banking firm or, in appropriate
                circumstances, an internationally recognized engineering firm,
                to be fair from a financial standpoint to the Company and its
                Subsidiaries.

        (b)     The provisions of paragraph (a) above shall not prohibit:

                (1)     any Restricted Payment permitted to be paid pursuant to
                Section 10.9;

                (2)     transactions or payments pursuant to any employee
                arrangements or employee or director benefit plans entered into
                by the Company or any of its Subsidiaries in the ordinary course
                of business of the Company or such Subsidiary; and

                (3)     any Affiliate Transaction between the Company and a
                Wholly Owned Subsidiary or between Wholly Owned Subsidiaries.

        .13 Limitation on Sales of Assets and Subsidiary Stock.

                (a)     The Company shall not, and shall not permit any
Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

                (1)     the Company or such Subsidiary receives consideration at
                the time of such Asset Disposition at least equal to the fair
                market value (including as to the value of all non-cash
                consideration), as determined in good faith by the Board of
                Directors of the Company or such Subsidiary, as the case may be,
                of the shares and assets subject to such Asset Disposition and
                at least 70% of the consideration thereof received by the
                Company or such Subsidiary is in the form of cash or cash
                equivalents; and

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<PAGE>   91

                (2)     an amount equal to 100% of the Net Available Cash from
                such Asset Disposition is applied by the Company (or such
                Subsidiary, as the case may be) (A) first, to the extent the
                Company elects (or is required by the terms of any Senior
                Indebtedness), to prepay, repay, redeem or purchase Senior
                Indebtedness or Indebtedness (other than any Disqualified Stock)
                of a Wholly Owned Subsidiary (in each case other than
                Indebtedness owed to the Company or an Affiliate of the Company)
                within one year from the later of the date of such Asset
                Disposition or the receipt of such Net Available Cash; (B)
                second, to the extent of the balance of such Net Available Cash
                after application in accordance with clause (A), to the extent
                the Company elects, to acquire Additional Assets within one year
                from the later of the date of such Asset Disposition or the
                receipt of such Net Available Cash; (C) third, to the extent of
                the balance of such Net Available Cash after application in
                accordance with clauses (A) and (B), to cause Luxco to make an
                offer to the holders of the 9% Notes to purchase the 9% Notes
                pursuant to and subject to the conditions contained in the 9%
                Indenture relating thereto; (D) fourth, to the extent of the
                balance of such Net Available Cash after application in
                accordance with clauses (A), (B) and (C), to cause Luxco to make
                an offer to the holders of the 7 7/8% Notes and the 7 3/8% Notes
                on a pro rata basis (determined in accordance with the
                respective outstanding principal amounts thereof at the time of
                such offer, as calculated by reference to an exchange rate of
                1.8237 DM per $1.00) to purchase the 7 7/8% Notes and the 7 3/8%
                Notes pursuant to and subject to the conditions contained in the
                7 7/8% Indenture and the 7 3/8% Indenture, respectively; and (E)
                fifth, to the extent of the balance of such Net Available Cash
                after application in accordance with clauses (A), (B), (C) and
                (D), to cause the Note Issuer to make an offer to the holders of
                the Securities on a pro rata basis to purchase the Securities
                pursuant to and subject to the conditions contained in the
                Indenture; provided, however, that in connection with any
                prepayment, repayment or purchase of Indebtedness pursuant to
                clause (A), (C), (D) or (E) above, the Company or such
                Subsidiary shall retire such Indebtedness and shall cause the
                related loan commitment (if any) to be permanently reduced in an
                amount equal to the principal amount so prepaid, repaid or
                purchased.

                Notwithstanding the provisions of the immediately preceding
                paragraph, the Company and the Subsidiaries shall not be
                required to apply any Net Available Cash in accordance with this
                paragraph except to the extent that the aggregate Net Available
                Cash from all Asset Dispositions which are not applied in
                accordance with this paragraph exceeds $20,000,000. Pending
                application of Net Available Cash pursuant to this covenant,
                such Net Available Cash shall be invested in Permitted
                Investments.

For the purposes of this covenant, the following are deemed to be cash or cash
equivalents: (x) the assumption of Indebtedness of the Company or any Subsidiary
and the release of the Company or such Subsidiary from all liability on such
Indebtedness in connection with such Asset Disposition; and (y) securities
received by the Company or any Subsidiary from the transferee that are promptly
converted by the Company or such Subsidiary into cash.

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<PAGE>   92

                (b)     In the event of an Asset Disposition that requires the
purchase of the Securities pursuant to clause (a)(2)(E) above, the Note Issuer
shall be required to purchase the Securities tendered pursuant to an offer by
the Note Issuer for the Securities at a purchase price of 100% of the principal
amount thereof (without premium), plus accrued but unpaid interest, by mailing a
notice to each Holder with a copy to the Trustee, within 30 days following the
determination by or on behalf of the respective holders of the 9% Notes, the 7
3/8% Notes and the 7 7/8% Notes as to the amount of the 9% Notes, the 7 3/8%
Notes and the 7 7/8% to be purchased pursuant to the offer to repurchase the 9%
Notes, the 7 3/8% Notes and the 7 7/8% made pursuant to clause (a)(2)(C) above
or clause (a)(2)(D) above, as the case may be, stating:

                (i) that an Asset Disposition that requires the purchase of the
                Securities pursuant to clause (a)(2)(E) above has occurred and
                that such Holder has a right to require the Note Issuer to
                repurchase Securities at a purchase price of 100% of their
                principal amount (without premium) plus accrued and unpaid
                interest in an amount not to exceed the balance of Net Available
                Cash from such Asset Disposition after application in accordance
                with clauses (A), (B), (C) and (D) of this covenant;

                (ii) the repurchase date (which shall be no earlier than 30 days
                not later than 60 days from the date such notice is mailed);

                (iii) that the tendered Securities shall be repurchased pro rata
                in the event of oversubscription; provided that the
                unrepurchased portion of the principal amount of any Security
                shall be in an authorized denomination (which shall not be less
                than the minimum authorized denomination) for such Security;

                (iv) the instructions determined by the Note Issuer, consistent
                with the covenant described hereunder, that a Holder must follow
                in order to have its Securities purchased; and

                (v) that each Security shall be subject to repurchase only in
                the amount of $1,000 or integral multiples thereof.

                The Note Issuer shall not be required to make such an offer to
purchase Securities pursuant to this covenant if the Net Available Cash
available therefor is less than $20,000,000 (which lesser amount shall be
carried forward for purposes of determining whether such an offer is required
with respect to any subsequent Asset Disposition). Each Security shall be
subject to repurchase only in the amount of $1,000 or integral multiples
thereof. Upon presentation of any Security repurchased in part only, the Note
Issuer shall execute and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Note Issuer, a new Security (and the
Guarantors shall execute their Guaranties to be endorsed thereon) of authorized
denominations, in aggregate principal amount equal to the unredeemed portion of
the Security so presented and having the same Issue Date, Stated Maturity and
terms. If a Global Security is so surrendered, such new Security shall also be a
new Global Security.

                (c)     The Note Issuer shall, and the Company shall cause the
Note Issuer to, comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of Securities

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<PAGE>   93

pursuant to this covenant. To the extent that the provisions of any securities
laws or regulations conflict with provisions of this covenant, the Note Issuer
shall, and the Company shall cause the Note Issuer to, comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this clause by virtue thereof.

        .14 Intentionally Omitted.

        .15 Change of Control.

                (a)     Upon the occurrence of a Change of Control Triggering
Event, each Holder shall have the right to require that the Note Issuer
repurchase such Holder's Securities at a purchase price in cash equal to 101% of
the principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment
Date). Each Security shall be subject to repurchase only in the amount of $1,000
or integral multiples thereof. Upon presentation of any Security repurchased in
part only, the Note Issuer shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Note Issuer, a new Security
(and the Guarantors shall execute their Guaranties to be endorsed thereon) of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented and having the same Issue Date, Stated
Maturity and terms. If a Global Security is so surrendered, such new Security
will also be a new Global Security.

                (b)     Within 30 days following a Change of Control Triggering
Event, the Note Issuer shall mail a notice to each Holder with a copy to the
Trustee stating: (1) that a Change of Control Triggering Event has occurred and
that such Holder has the right to require the Note Issuer to purchase such
Holder's Securities at a purchase price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant Regular Record Date
to receive interest on the relevant Interest Payment Date); (2) the
circumstances and relevant facts regarding such Change of Control Triggering
Event (including information with respect to pro forma historical income, cash
flow and capitalization after giving effect to such Change of Control); (3) the
repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed); (4) that each Security shall be subject to
repurchase only in the amount of $1,000 or integral multiples thereof; and (5)
the instructions determined by the Note Issuer, consistent with the covenant
described hereunder, that a Holder must follow in order to have its Securities
purchased.

                (c)     The Note Issuer shall, and the Company shall cause the
Note Issuer to, comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of the Securities pursuant to this covenant.
To the extent that the provisions of any securities laws or regulations conflict
with the provisions of this covenant, the Note Issuer shall, and the Company
shall cause the Note Issuer, to comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
covenant by virtue thereof.

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        .16 Statement as to Compliance and Default.

                (a)     The Note Issuer and the Guarantors shall deliver to the
Trustee, within 95 days after the end of each of their respective calendar years
ending after the date hereof, a certificate of the principal executive officer,
principal financial officer or principal accounting officer covering the
preceding calendar year, stating whether or not to the best knowledge of the
signers thereof the Note Issuer or the Guarantors, as the case may be, is in
default in the performance, observance or fulfillment of or compliance with any
of the terms, provisions, covenants and conditions of this Indenture and, if the
Note Issuer or the Guarantors, as the case may be, shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge.

                (b)     The Note Issuer and each Guarantor shall deliver to the
Trustee, as soon as possible and in any event within 10 days after the Note
Issuer or any Guarantor becomes aware of the occurrence of an Event of Default
or an event which, with notice or the lapse of time or both, would constitute an
Event of Default, an Officers' Certificate setting forth the details of such
Event of Default or default, and the action which the Note Issuer or any
Guarantor proposes to take with respect thereto.

        .17 Ownership of the Trust and the Note Issuer; Business of the Note
Issuer.

                (a)     The Company shall continue (i) to directly or indirectly
maintain 100% ownership of the Common Securities of the Trust; provided,
however, that any permitted successor of the Company hereunder may succeed to
the Company's ownership of such Common Securities; and (ii) to use its
reasonable efforts to cause the Trust (x) to remain a statutory business trust,
except in connection with the distribution of Securities to the holders of
Common Securities and Trust Securities in liquidation of the Trust, the
redemption of all of the Common Securities and Trust Securities, or certain
mergers, consolidations or amalgamations, each only as permitted by the
Declaration, and (y) to otherwise continue to be classified for U.S. Federal
income tax purposes as a grantor trust or another entity which is not subject to
U.S. Federal income tax at the entity level and the assets and income of which
are treated for U.S. Federal income tax purposes as held and derived directly by
holders of interests in the entity.

                (b)     The Company shall continue to directly or indirectly
maintain 100% ownership of the Capital Stock of the Note Issuer; provided that
any permitted successor of the Company pursuant to Article VIII may succeed to
the Company's ownership of such Capital Stock.

                (c)     The Company shall cause the Note Issuer to engage only
in those activities that are necessary, convenient or incidental to (i) issuing
and selling the Securities and any additional Senior Subordinated Indebtedness
issued and sold after the date hereof and permitted hereunder, advancing or
distributing the proceeds thereof to the Company and the Subsidiaries and
performing its obligations relating to the Securities and any such additional
Senior Subordinated Indebtedness, pursuant to the terms thereof and of this
Indenture and any indenture governing such additional Senior Subordinated
Indebtedness, (ii) conducting or participating in the Exchange Offer and issuing
the Exchange Securities and conducting or participating in comparable exchange
offers and issuing the related exchange securities in respect of additional
Senior Subordinated Indebtedness, and (iii) guaranteeing the Senior Credit
Agreement.

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        .18 Waiver of Certain Covenants.

                The Company or the Note Issuer, as applicable, may omit in any
particular instance to comply with any covenant or condition set forth in
Section 8.1 and Sections 10.4 to 10.17, if before or after the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company or the Note Issuer, as
applicable, in respect of any such covenant or condition shall remain in full
force and effect.

        .19 Additional Amounts; Additional Interest.

                (a)     All payments made on behalf of the Note Issuer under or
with respect to the Securities must be made free and clear of and without
withholding or deduction for or on account of Taxes, unless the Note Issuer or
any Guarantor is required to withhold or deduct Taxes by law or by the
interpretation or administration thereof by the relevant government authority or
agency. If the Note Issuer or any Guarantor is so required to withhold or deduct
any amount for or on account of Taxes from any payment made under or with
respect to the Securities, the Note Issuer or the Guarantors, as the case may
be, shall be required to pay such amounts ("Additional Amounts") as may be
necessary so that the net amount (including Additional Amounts) received by each
Holder after such withholding or deduction will not be less than the amount such
Holder would have received if such Taxes had not been withheld or deducted;
provided, however, that no Additional Amounts shall be payable with respect to
payments made to any Holder in respect of a beneficial owner which is subject to
such Taxes by reason of its being connected with the United States, Germany, the
United Kingdom or the jurisdiction of formation of the Note Issuer, or any
territory thereof otherwise than by the mere holding of Securities or the
receipt of payments thereunder. The Note Issuer shall also make such withholding
or deduction and remit the full amount deducted or withheld to the relevant
authority as and when required in accordance with applicable law. The Note
Issuer shall furnish to the Holders within 30 days after the date the payment of
any Taxes is due pursuant to applicable law, certified copies of tax receipts
evidencing such payment by the Note Issuer.

                (b)     In the event that the Trust would be required to pay any
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States of America, or any other
taxing authority, and (iii) the Note Issuer shall not have (1) redeemed the
Securities pursuant to Section 11.7 or (2) terminated the Trust pursuant to
Section 9.2(f) of the Declaration, then, in any such case, the Note Issuer shall
pay to the Trust (and its permitted successors or assigns under the Declaration)
for so long as the Trust (or its permitted successors or assigns) is the
registered Holder of any Securities, as additional interest ("Additional
Interest") such amounts as shall be necessary so that the net amounts received
and retained by the Trust after paying any such taxes, duties, assessments or
governmental charges will be not less than the amounts the Trust would have
received had no such taxes, duties, assessments or governmental charges been
imposed. All references herein to Additional Amounts shall be deemed to include
Additional Interest.

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<PAGE>   96

                (c)     Whenever in this Indenture or the Securities there is a
reference in any context to the payment of principal of or interest on the
Securities, such mention shall be deemed to include mention of the payments of
the Additional Amounts provided for in this Section to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

                (d)     The foregoing obligations shall survive any termination,
defeasance or discharge of the Indenture pursuant to Article IV.

        .20 Suspension of Covenants During Achievement of Investment Grade
Status.

                If during any period the Securities have achieved and continue
to maintain Investment Grade Status and no Event of Default has occurred and is
continuing (such period is referred to herein as an "Investment Grade Status
Period"), then upon notice by the Company to the Trustee by the delivery of an
Officers' Certificate that it has achieved Investment Grade Status and that no
Event of Default has occurred and is continuing, the covenants set forth in
Sections 8.2(4)(b), 10.8, 10.9, 10.10, 10.11(1) and 10.13 shall be suspended and
shall not during such period be applicable to the Company and its Subsidiaries.
As a result, during any such period, the Securities shall lose the full covenant
protection initially provided under this Indenture. No action taken during an
Investment Grade Status Period or prior to an Investment Grade Status Period in
compliance with the covenants then applicable shall require reversal or
constitute a default under the Securities in the event that suspended covenants
are subsequently reinstated or suspended, as the case may be. An Investment
Grade Status Period will not commence until the Company has delivered the
Officers' Certificate referred to above and shall terminate immediately upon the
failure of the Securities to maintain Investment Grade Status. The Company shall
promptly notify the Trustee in writing of any failure of the Securities to
maintain Investment Grade Status.

                                  ARTICLE XI.
                            REDEMPTION OF SECURITIES

        .1 Applicability of This Article.

                Redemption of Securities as permitted or required by any
provision of this Indenture shall be made in accordance with such provision and
this Article.

        .2 Election to Redeem; Notice to Trustee.

                The election of the Note Issuer to redeem any Securities shall
be evidenced by or pursuant to a Board Resolution. In the case of any redemption
of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities, the Note Issuer shall furnish the
Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction.

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<PAGE>   97

        .3 Intentionally Omitted.

        .4 Notice of Redemption.

                Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the thirtieth day, and not earlier than the
sixtieth day, prior to the date fixed for redemption, to each Holder of
Securities to be redeemed, at the address of such Holder as it appears in the
Securities Register.

        With respect to the Securities to be redeemed, each notice of redemption
shall state:

                (a)     the Redemption Date;

                (b)     the Redemption Price;

                (c)     that on the Redemption Date, the Redemption Price at
which such Securities are to be redeemed will become due and payable upon each
such Security or portion thereof, and that interest thereon, if any, shall cease
to accrue on and after said date; and

                (d)     the place or places where such Securities are to be
surrendered for payment of the Redemption Price at which such Securities are to
be redeemed.

                Notice of redemption of Securities to be redeemed at the
election of the Note Issuer shall be given by the Note Issuer or, at the Note
Issuer's request, by the Trustee in the name and at the expense of the Note
Issuer and shall not be irrevocable. The notice if mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. In any case, a failure to give such notice by
mail or any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.

        .5 Deposit of Redemption Price.

                Prior to 10:00 a.m. New York City time on the Redemption Date
specified in the notice of redemption given as provided in Section 11.4, the
Note Issuer will deposit with the Trustee or with one or more Paying Agents an
amount of money sufficient to redeem on the Redemption Date all the Securities
so called for redemption at the applicable Redemption Price.

        .6 Payment of Securities Called for Redemption.

                If any notice of redemption has been given as provided in
Section 11.4, the Securities with respect to which such notice has been given
shall become due and payable on the date and at the place or places stated in
such notice at the applicable Redemption Price. On presentation and surrender of
such Securities at a place of payment in said notice specified, the said
Securities shall be paid and redeemed by the Note Issuer at the applicable
Redemption Price.

                If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and premium, if any, on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

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<PAGE>   98

        .7 Note Issuer's Right of Redemption in Certain Circumstances.

                If a Tax Event or an Investment Company Event in respect of the
Trust shall occur and be continuing, the Company shall cause the Trustees (as
defined in the Declaration) to dissolve the Trust and cause Securities to be
distributed to the holders of the Trust Securities in dissolution of the Trust
or, in the event of a Tax Event only, may cause the Securities to be redeemed,
in each case, subject to and in accordance with the provisions of the
Declaration, within 90 days following the occurrence of such Tax Event or
Investment Company Event. The Securities may be redeemed, at the option of the
Note Issuer, at any time as a whole but not in part, subject to this clause (b)
and the other provisions of Article XI, at 100% of the principal amount thereof,
plus accrued and unpaid interest (if any) to the date of redemption (subject to
the right of Holders of record on the relevant Regular Record Date to receive
interest due on the relevant Interest Payment Date), in the event the Note
Issuer has become or would become obligated to pay, on the next date on which
any amount would be payable with respect to the Securities, any Additional
Amounts as a result of a change in or an amendment to the laws (including any
regulations promulgated thereunder) of the United States of America, Germany,
the United Kingdom or the jurisdiction of formation of the Note Issuer
(initially Luxembourg) (or any political subdivision or taxing authority thereof
or therein), or any change in or amendment to any official position regarding
the application or interpretation of such laws or regulations, which change or
amendment is announced or becomes effective on or after the date of the issuance
of the Securities other than, in either case, any amendment or change
implementing, complying with, or introduced in order to conform to, or otherwise
arising as a result of or in connection with, any European Union Directive on
the taxation of savings implementing the conclusions of the ECOFIN Council
meeting of 26-27 November 2000.

                                  ARTICLE XII.
                           SUBORDINATION OF SECURITIES

        .1 Securities Subordinate to Senior Indebtedness.

                The Note Issuer covenants and agrees, and each Holder of a
Security, by its acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article (subject to
Article IV), the payment of the principal of (and premium, if any) and interest
(including Additional Sums and Additional Amounts, if any) on each and all of
the Securities are hereby expressly made subordinate and subject in right of
payment to the prior payment in full of all amounts then due and payable in
respect of all Senior Indebtedness of the Note Issuer and the Company.

        .2 Payment Over of Proceeds Upon Dissolution, etc.

                In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Note Issuer or its property (each such
event, if any, herein sometimes referred to as a "Proceeding"), the holders of
Senior Indebtedness of the Note Issuer shall be entitled to receive payment in
full of principal of (and premium, if any) and interest, if any, on such Senior
Indebtedness, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, before the Holders of the Securities are entitled to receive or
retain any payment or distribution of any kind or character, whether in cash,
property or securities (including any payment or distribution which

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<PAGE>   99

may be payable or deliverable by reason of the payment of any other Indebtedness
of the Note Issuer (including the Securities) subordinated to the payment of the
Securities, such payment or distribution being hereinafter referred to as a
"Senior Subordinated Payment"), on account of principal of (or premium, if any)
or interest (including Additional Sums and Additional Amounts, if any) on the
Securities or on account of the purchase or other acquisition of Securities by
the Note Issuer or any Subsidiary, and to that end the holders of Senior
Indebtedness shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, including any Senior Subordinated Payment, which may be
payable or deliverable in respect of the Securities in any such Proceeding.

                In the event that, notwithstanding the foregoing provisions of
this Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Note Issuer of any kind or character,
whether in cash, property or securities, including any Senior Subordinated
Payment, before all Senior Indebtedness of the Note Issuer and the Company is
paid in full or payment thereof is provided for in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of such Senior Indebtedness,
and if such fact shall, at or prior to the time of such payment or distribution,
have been made known to the Trustee or, as the case may be, such Holder, then
and in such event such payment or distribution shall be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Note Issuer for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

                For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include shares of stock of the Note Issuer as reorganized
or readjusted, or securities of the Note Issuer or any other corporation
provided for by a plan of reorganization or readjustment which securities are
subordinated in right of payment to all then outstanding Senior Indebtedness to
substantially the same extent as the Securities are so subordinated as provided
in this Article. The consolidation of the Note Issuer with, or the merger of the
Note Issuer into, another Person or the liquidation or dissolution of the Note
Issuer following the sale of all or substantially all of its properties and
assets as an entirety to another Person or the liquidation or dissolution of the
Note Issuer following the sale of all or substantially all of its properties and
assets as an entirety to another Person upon the terms and conditions set forth
in Article VIII shall not be deemed a Proceeding for the purposes of this
Section if the Person formed by such consolidation or into which the Note Issuer
is merged or the Person which acquires by sale such properties and assets as an
entirety, as the case may be, shall, as a part of such consolidation, merger, or
sale comply with the conditions set forth in Article VIII.

        .3 Prior Payment to Senior Indebtedness Upon Acceleration of Securities.

                In the event that, upon the occurrence of an Event of Default,
any Securities are declared due and payable before their Stated Maturity, then
(a) the Company, the Note Issuer or the Trustee, at the direction of the Note
Issuer, shall promptly notify the holders of Senior Indebtedness of the Note
Issuer and the Company or the representative of such holders of the
acceleration, and (b) in such event, if any Senior Indebtedness is outstanding,
the Note Issuer may not pay the Securities until five Business Days after the
representative of all issues

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<PAGE>   100

of Senior Indebtedness receive notice of such acceleration and, thereafter, may
pay the Securities only if payment is otherwise permitted hereunder at that
time.

                In the event that, notwithstanding the foregoing, the Note
Issuer shall make any payment to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Note Issuer.

                The provisions of this Section shall not apply to any payment
with respect to which Section 12.2 would be applicable.

        .4 No Payment When Senior Indebtedness in Default.

                (a)     The Note Issuer may not pay principal of, or premium (if
any) or interest (and Additional Sum and Additional Amounts, if any) on, the
Securities, and may not repurchase, redeem or otherwise retire any Securities
(collectively "pay the Securities") if (i) any Specified Senior Indebtedness of
the Company or the Note Issuer (or any other Senior Indebtedness of the Company
or the Note Issuer having an outstanding principal amount at the time of
determination in excess of $25 million) is not paid when due or (ii) any other
default on Specified Senior Indebtedness of the Company or the Note Issuer
occurs and the maturity of such Specified Senior Indebtedness is accelerated in
accordance with its terms, unless, in either case, the default has been cured or
waived and any such acceleration has been rescinded or such Specified Senior
Indebtedness has been paid in full. However, the Note Issuer may pay the
Securities without regard to the foregoing if the Company, the Note Issuer and
the Trustee receive written notice approving such payment from a representative
of the Specified Senior Indebtedness with respect to which either of the events
set forth in clause (i) or (ii) of the immediately preceding sentence has
occurred and is continuing.

                (b)     During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding paragraph (a)) with
respect to any Specified Senior Indebtedness of the Company or the Note Issuer
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, the Note Issuer
may not pay the Securities to the Holders for a period (a "Payment Blockage
Period") commencing upon the receipt by the Trustee (with a copy to the Company
and the Note Issuer) of written notice (a "Blockage Notice") of such default
from the representative of the holders of such Specified Senior Indebtedness
specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated (i) by
written notice to the Trustee, the Company and the Note Issuer from the
representative of the holders of such Specified Senior Indebtedness, (ii)
because the default giving rise to such Blockage Notice is no longer continuing,
as certified to the Trustee by the representative of the holders of such
Specified Senior Indebtedness, or (iii) because such Specified Senior
Indebtedness has been repaid in full, as certified to the Trustee by the
representative of the holders of such Specified Senior Indebtedness).

                (c)     Notwithstanding the preceding paragraph (b), unless the
holders of such Specified Senior Indebtedness or the representative of such
holders have accelerated the maturity of such Specified Senior Indebtedness (and
such Specified Senior Indebtedness remains outstanding), the Note Issuer may
resume payments on the Securities after the end of

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such Payment Blockage Period. The Securities shall not be subject to more than
one Payment Blockage Period in any consecutive 360-day period, irrespective of
the number of defaults with respect to Specified Senior Indebtedness during such
period.

                (d)     In the event that, notwithstanding the foregoing, the
Note Issuer shall make any payment to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Note Issuer.

                The provisions of this Section shall not apply to any payment
with respect to which Section 12.2 would be applicable.

        .5 Payment Permitted If No Default.

                Nothing contained in this Article or elsewhere in this Indenture
or in any of the Securities shall prevent (a) the Note Issuer, at any time
except during the pendency of any Proceeding referred to in Section 12.2 or
under the conditions described in Sections 12.3 and 12.4, from making payments
at any time of principal of (and premium, if any) or interest on the Securities,
or (b) the application by the Trustee of any money or Government Obligations
deposited with it hereunder in accordance with the provisions of Section 4.3 to
the payment of or on account of the principal of (and premium, if any) or
interest (including Additional Sums and Additional Amounts, if any) on the
Securities or the retention of such payment by the Holders, if, at the time of
such payment or application, as the case may be, by the Note Issuer or the
Trustee, as the case may be, the Note Issuer or the Trustee, as the case may be,
did not have knowledge that such payment would have been prohibited by the
provisions of this Article.

        .6 Subrogation to Rights of Holders of Senior Indebtedness.

                Subject to the payment in full of all Senior Indebtedness of the
Note Issuer, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Indebtedness of the
Note Issuer, the Holders of the Securities shall be subrogated to the extent of
the payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article (equally and ratably with the holders
of all indebtedness of the Note Issuer which by its express terms is
subordinated to Senior Indebtedness of the Note Issuer to substantially the same
extent as the Securities are subordinated to the Senior Indebtedness and is
entitled to like rights of subrogation by reason of any payments or
distributions made to holders of such Senior Indebtedness) to the rights of the
holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness of the Note
Issuer until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation or
assignment, no payments or distributions to the holders of the Senior
Indebtedness of the Note Issuer of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Note Issuer, its creditors other than
holders of Senior Indebtedness, and the Holders of the Securities, be deemed to
be a payment or distribution by the Note Issuer to or on account of the Senior
Indebtedness.

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        .7 Provisions Solely to Define Relative Rights.

                The provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders of the Securities on
the one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as between the Note Issuer and the Holders of
the Securities, the obligations of the Note Issuer, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest (including Additional Sums and Additional Amounts,
if any) on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the Note
Issuer of the Holders of the Securities and creditors of the Note Issuer other
than their rights in relation to the holders of Senior Indebtedness of the Note
Issuer; or (c) prevent the Trustee or the Holder of any Security from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture including, without limitation, filing and voting claims in any
Proceeding, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness to receive cash, property and securities otherwise payable
or deliverable to the Trustee or such Holder.

        .8 Trustee to Effectuate Subordination.

                Each Holder of a Security by his or her acceptance thereof
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.

        .9 No Waiver of Subordination Provisions.

                No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Note Issuer or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Note Issuer with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof that any
such holder may have or be otherwise charged with.

        .10 Notice to Trustee.

                The Note Issuer shall give prompt written notice to the Trustee
of any fact known to the Note Issuer which would prohibit the making of any
payment to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Note Issuer or a holder of Senior
Indebtedness or from any trustee, agent or representative therefor (whether or
not the facts contained in such notice are true); provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
two Business Days prior to the date upon which by the terms hereof any monies
may become payable for any purpose (including, without limitation, the payment
of the principal of (and premium, if any) or interest (including Additional Sums
and Additional Amounts, if any) on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such monies and to

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apply the same to the purpose for which they were received and shall not be
affected by any notice to the contrary which may be received by it within two
Business Days prior to such date.

        .11 Reliance on Judicial Order or Certificate of Liquidating Agent.

                Upon any payment or distribution of assets of the Note Issuer
referred to in this Article, the Trustee, subject to the provisions of Article
VI, and the Holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Note Issuer, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

        .12 Trustee Not Fiduciary for Holders of Senior Indebtedness.

                The Trustee, in its capacity as trustee under this Indenture,
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of the Note Issuer and shall not be liable to any such holders if
it shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Note Issuer or to any other Person cash, property or
securities to which any holders of Senior Indebtedness of the Note Issuer shall
be entitled by virtue of this Article or otherwise.

        .13 Rights of Trustee as Holder of Senior Indebtedness; Preservation of
Trustee's Rights.

                The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article with respect to any Senior Indebtedness of
the Note Issuer which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness of the Note Issuer, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.

        .14 Article Applicable to Paying Agents.

                In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Note Issuer and be then acting hereunder, the
term "Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee.

        .15 Certain Conversions or Exchanges Deemed Payment.

                For the purposes of this Article only, (a) the issuance and
delivery of junior securities upon conversion or exchange of Securities shall
not be deemed to constitute a payment or distribution on account of the
principal of (or premium, if any) or interest (including Additional Sums and
Additional Amounts, if any) on Securities or on account of the purchase or other
acquisition of Securities, and (b) the payment, issuance or delivery of cash,

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property or securities (other than Securities, Exchange Securities or junior
securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such security. For the
purposes of this Section, the term "junior securities" means (i) shares of any
stock of any class of the Note Issuer and (ii) securities of the Note Issuer
which are subordinated in right of payment to all Senior Indebtedness of the
Note Issuer which may be outstanding at the time of issuance or delivery of such
securities to substantially the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article.

                                 ARTICLE XIII.
                                    GUARANTY

        .1 Guaranty.

                Each of the Guarantors hereby jointly and severally
unconditionally Guarantees, on a senior subordinated basis, to each Holder of a
Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of such Holder, the due and punctual payment of the principal of (and
premium, if any) and interest (including Additional Sums and Additional Amounts,
if any) on such Security when and as the same shall become due and payable,
whether at the Stated Maturity, by acceleration, call for redemption, purchase
or otherwise, in accordance with the terms of such Security and of this
Indenture. In case of the failure of the Note Issuer punctually to make any such
payment, each of the Guarantors hereby jointly and severally agrees to cause
such payment to be made punctually when and as the same shall become due and
payable, whether at the Stated Maturity or by acceleration, call for redemption,
purchase or otherwise, and as if such payment were made by the Note Issuer. The
Guarantee extends to the Note Issuer's repurchase obligations arising from an
Asset Disposition pursuant to Section 10.13 or a Change of Control pursuant to
Section 10.15.

                Each of the Guarantors hereby jointly and severally agrees that
its obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of such Security or this Indenture, the absence of
any action to enforce the same, any exchange, release or non-perfection of any
Lien on any collateral for, or any release or amendment or waiver of any term of
any other Guarantee of, or any consent to departure from any requirement of any
other Guarantee of all or any of the Securities, the election by the Trustee or
any of the Holders in any proceeding under Chapter 11 of Title 11 of the United
States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of
the Bankruptcy Code, or equivalent provision under applicable law, any borrowing
or grant of a security interest by the Note Issuer, as debtor-in-possession,
under Section 364 of the Bankruptcy Code, or equivalent provision under
applicable law, the disallowance, under Section 502 of the Bankruptcy Code, or
other similar applicable law, of all or any portion of the claims of the Trustee
or any of the Holders for payment of any of the Securities, any waiver or
consent by the Holder of such Security or by the Trustee with respect to any
provisions thereof or of this Indenture, the obtaining of any judgment against
the Note Issuer or any action to enforce the same or any other circumstances
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each of the Guarantors hereby waives the benefits of diligence,
presentment, demand for payment, any requirement that the Trustee or any of the
Holders protect, secure, perfect or insure any security interest in or other
Lien on any property subject thereto or exhaust any right or take any action
against the Note Issuer or any other Person or any collateral, filing of claims
with a court in the event of insolvency or bankruptcy

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of the Note Issuer, any right to require a proceeding first against the Note
Issuer, protest or notice with respect to such Security or the Indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guaranty
will not be discharged in respect of such Security except by complete
performance of the obligations contained in such Security and in this Guaranty.
Each of the Guarantors hereby agrees that, in the event of a default in payment
of principal (or premium, if any) or interest (including Additional Sums and
Additional Amounts, if any) on such Security, whether at their Stated Maturity,
by acceleration, call for redemption, purchase or otherwise, legal proceedings
may be instituted by the Trustee on behalf of, or by, the Holder of such
Security, subject to the terms and conditions set forth in this Indenture,
directly against each of the Guarantors to enforce this Guaranty without first
proceeding against the Note Issuer. Each Guarantor agrees that, to the extent
permitted by law, if, after the occurrence and during the continuance of an
Event of Default, the Trustee or any of the Holders are prevented by applicable
law from exercising their respective rights to accelerate the maturity of the
Securities, to collect interest on the Securities, or to enforce or exercise any
other right or remedy with respect to the Securities, or the Trustee or the
Holders are prevented from taking any action to realize on any collateral, such
Guarantor agrees to pay to the Trustee for the account of the Holders, upon
demand therefor, the amount that would otherwise have been due and payable had
such rights and remedies been permitted to be exercised by the Trustee or any of
the Holders.

                The indebtedness evidenced by the Guaranties is, to the extent
provided in this Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness of each Guarantor, and the
Guaranties are issued subject to the provisions of this Indenture with respect
thereto. Each Holder of such Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes.

                Each Guarantor shall be subrogated to all rights of the Holders
of the Securities upon which its Guarantee is endorsed against the Note Issuer
in respect of any amounts paid by such Guarantor on account of such Security
pursuant to the provisions of its Guaranty or this Indenture; provided, however,
that no Guarantor shall be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until the principal of
(and premium, if any) and interest (including Additional Sums and Additional
Amounts, if any) on all Securities issued hereunder shall have been paid in
full.

                Each Guaranty shall remain in full force and effect and continue
to be effective should any petition be filed by or against the Note Issuer for
liquidation or reorganization or equivalent proceeding under applicable law,
should the Note Issuer become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of the Note Issuer's assets, or the equivalent of any of the
foregoing under applicable law, and shall, to the fullest extent permitted by
law, continue to be effective or be reinstated, as the case may be, if at any
time payment and performance of the Securities, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee on the Securities, whether as a voidable preference, fraudulent
transfer, or as otherwise provided under similar laws affecting the rights of
creditors generally or under applicable laws of the jurisdiction of formation of
the Note Issuer, all as though such payment or performance had not been made. In
the event that any payment, or any part

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<PAGE>   106

thereof, is rescinded, reduced, restored or returned, the Securities shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

                The Guarantors shall have the right to seek contribution from
any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Holders under this Guaranty.

                Each Guaranty (other than the Company's Guaranty) will be
limited in amount to an amount not to exceed the maximum amount that can be
guaranteed by the applicable Guarantor without rendering the Guaranty, as it
relates to such Guarantor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally or under applicable law of Germany.

                In the case of Fresenius Medical Care Deutschland GmbH ("FMCD"),
the following provisions apply:

                A Profit and Loss Pooling Agreement (the "Agreement")
Ergebnisabfuhrungsvertrag) dated as of August 21, 1996, between the Company and
FMCD was entered into the commercial register as approved by the stockholders of
the Company and the shareholders of FMCD with effect from January 1, 1996. FMCD,
having a stated capital of DM 80 million, had a capital reserve account of DM
168,302,162 (the "January 1, 1996 Amount") in its balance sheet as of January 1,
1996. Assuming that the January 1, 1996 Amount has not decreased by losses in
the business of FMCD since January 1, 1996, at least such amount exceeds the
Company's assets protecting its share capital within the meaning of Section 30
of the German GmbH Law. Since January 1, 1996, the January 1, 1996 Amount has
not been decreased by the actions of the Company (the sole shareholder of FMCD),
e.g. no distributions against the January 1, 1996 Amount have been made.

                Based thereon, the guaranty obligations of FMCD hereunder and
under FMCD's guaranty of the 9% Notes, the 7 3/8% Notes, the 7 7/8% Notes and
any other Senior Subordinated Indebtedness, if any, of FMCD to which Section 30
of the German GmbH law may apply are limited to the amount of the capital
reserves of FMCD as of the date hereof less its obligations as a guarantor from
time to time under the Senior Credit Agreement (the "Minimum Guaranty Amount").
If, in the case of a default under this Indenture, the capital reserves are
higher than such Minimum Guaranty Amount, such higher amount (the "Higher
Guaranty Amount") shall serve as limitation to the obligations of FMCD, as
Guarantor. In case FMCD, as Guarantor, has to sell off assets to fulfill its
obligations under this Indenture, after such guaranty obligations have been
drawn, and if the proceeds from the sale of such assets exceed the amount of
their book value, such excess amounts shall be paid to the Trustee for the
benefit of the Holders, subject to the provisions of Article XIV hereof, in
addition to the Minimum Guaranty Amount or the Higher Guaranty Amount,
respectively. For the determination of the applicable book value, the book value
of assets which were included into the balance sheet per January 1, 1996
applies, and for such assets which were not yet included but added to the
business of FMCD since that date, the book value on the day of the sale of such
assets applies. Should Section 30 of the German GmbH law however require a lower
Minimum Guaranty Amount or a lower Higher Guaranty Amount, then such lower
amounts required by law shall be applicable.

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<PAGE>   107

                FMCD undertakes not to decrease its capital reserves, neither by
capital increase from such reserve accounts nor by other kinds of contributions
to its shareholders or affiliates without the prior written approval of the
Holders of a majority in principal amount of the Outstanding Securities.

                FMCD undertakes to maintain a profit and loss pooling agreement
with the Note Issuer during the term of this Indenture, in particular, to extend
the term of such agreement to the term of this Indenture and not to terminate,
rescind or amend such agreement without prior notice to the Trustee and the
consent of the Holders of a majority in principal amount of the Outstanding
Securities thereto. In case of a termination of such profit and loss pooling
agreement, FMCD will grant, upon the request of the Holders of a majority in
principal amount of the Outstanding Securities, collateral to minimize the legal
and financial disadvantages caused by the termination of such agreement, as far
as legally available under German law. FMCD undertakes to give notice
immediately to the Trustee if it intends to give notice of termination to such
agreement or to agree to the termination of such agreement, or if it becomes
aware that the Note Issuer intends to terminate such agreement. During the term
of the profit and loss pooling agreement, any and all allocations of profit to
the Note Issuer and any and all cash distributions to the Note Issuer as a
consequence thereof upon the terms and conditions of the profit and loss pooling
agreement are permitted and unrestricted, subject to the terms of Section 30 of
the German GmbH law as described above.

        .2 Execution and Delivery of Guaranties.

                The Guaranties to be endorsed on the Securities shall include
the terms of the Guaranty set forth in Section 13.1 and any other terms that may
be set forth in the form established pursuant to Section 2.6. Each of the
Guarantors hereby agrees to execute its Guaranty, in a form established pursuant
to Section 2.6, to be endorsed on each Security authenticated and delivered by
the Trustee.

                The Guaranty shall be executed on behalf of each respective
Guarantor by any one of such Guarantor's Chairman of the Board of Directors or
two members of the Managing Board, as the case may be, or other person duly
authorized by the Board of Directors or Managing Board of such Guarantor. The
signature of any or all of these persons on the Guaranty may be manual or
facsimile.

                A Guaranty bearing the manual or facsimile signature of
individuals who were at any time the proper officers of a Guarantor shall bind
such Guarantor, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of the Security on
which such Guaranty is endorsed or did not hold such offices at the date of such
Guaranty.

                The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guaranty
endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby
jointly and severally agrees that its Guaranty set forth in Section 13.1 shall
remain in full force and effect notwithstanding any failure to endorse a
Guaranty on any Security.

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        .3 Guarantors May Consolidate, etc., on Certain Terms.

                Except as set forth in Section 13.4 and in Articles VIII and X
hereof, nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of a Guarantor with or into the Company, the
Note Issuer or another Guarantor or shall prevent any sale, transfer,
assignment, lease, conveyance or other disposition of the property of a
Guarantor as an entirety or substantially as an entirety to the Company, the
Note Issuer or another Guarantor.

        .4 Release of Guarantors.

                (a) Concurrently with any consolidation or merger of a Guarantor
or any sale, transfer, assignment, lease, conveyance or other disposition of the
property of a Guarantor as an entirety or substantially as an entirety, in each
case as permitted by Section 13.3 hereof, and upon delivery by the Company or
the Note Issuer to the Trustee of an Officers' Certificate and an Opinion of
Counsel to the effect that such consolidation, merger, sale, transfer,
assignment, conveyance or other disposition was made in accordance with Section
13.3 hereof, the Trustee shall execute any documents reasonably required in
order to acknowledge the release of such Guarantor from its obligations under
its Guaranty endorsed on the Securities and under this Indenture. Any Guarantor
not released from its obligations under its Guaranty endorsed on the Securities
and under this Indenture shall remain liable for the full amount of principal of
(premium, if any) and interest (including Additional Sums and Additional
Amounts, if any) on the Securities and for the other obligations of a Guarantor
under its Guaranty endorsed on the Securities and under this Indenture.

                (b) Concurrently with the defeasance of the Securities under
Section 4.3 hereof, the Guarantors shall be released from all of their
obligations under their Guaranties endorsed on the Securities and under this
Indenture, without any action on the part of the Trustee or any Holder of
Securities.

                (c) Upon the sale or other disposition (including by way of
merger or consolidation) of any Guarantor or the sale, conveyance, transfer,
assignment, lease or other disposition of all or substantially all the assets of
a Guarantor (in each case other than to the Company, the Note Issuer or any
Affiliate of the Note Issuer) pursuant to Section 8.2 hereof, such Guarantor
shall automatically be released from all obligations under its Guaranties
endorsed on the Securities and under this Indenture.

        .5 Additional Guarantors.

                The Company or the Note Issuer may cause any Subsidiary to
become a Guarantor with respect to the Securities by executing and delivering to
the Trustee (a) a supplemental indenture, in form and substance satisfactory to
the Trustee, which subjects such Person to the provisions (including the
representations and warranties) of this Indenture as a Guarantor and (b) an
Opinion of Counsel to the effect that such supplemental indenture has been duly
authorized and executed by such Person and constitutes the legal, valid, binding
and enforceable obligation of such Person (subject to such customary exceptions
concerning creditors' rights and equitable principles as may be acceptable to
the Trustee in its discretion).

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                                  ARTICLE XIV.
                           SUBORDINATION OF GUARANTIES

        .1 Guaranties Subordinate to Senior Indebtedness of Guarantors.

                Each Guarantor covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article (subject to the
provisions of Article IV), the payment of the principal of (and premium, if any)
and interest (including Additional Sums and Additional Amounts, if any) on the
Guaranty of each Guarantor in respect of the Securities are hereby expressly
made subordinate and subject in right of payment in full of all amounts then due
and payable in respect of all Senior Indebtedness of the Note Issuer and such
Guarantor.

        .2 Payment Over of Proceeds Upon Dissolution, etc.

                In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to a Guarantor or its property (each such
event, if any, herein sometimes referred to as a "Guarantor Proceeding"), the
holders of Senior Indebtedness of the Company and such Guarantor shall be
entitled to receive payment in full of principal of (and premium, if any) and
interest, if any (including Additional Sums and Additional Amounts, if any), on
such Senior Indebtedness, or provision shall be made for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness of the Company and such Guarantor, before the Holders of the
Securities are entitled to receive or retain any payment or distribution of any
kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the
payment of any other Indebtedness of the Company or such Guarantor (including
the Securities) subordinated to the payment of the Securities, such payment or
distribution being hereinafter referred to as a "Guarantor Senior Subordinated
Payment"), on account of principal of (or premium, if any) or interest
(including Additional Sums and Additional Amounts, if any) on the Securities or
on account of the purchase or other acquisition of Securities by the Company or
any Subsidiary, and to that end the holders of Senior Indebtedness of the
Company and such Guarantor shall be entitled to receive, for application to the
payment thereof, any payment or distribution of any kind or character, whether
in cash, property or securities, including any Guarantor Senior Subordinated
Payment, which may be payable or deliverable in respect of the Securities in any
such Guarantor Proceeding.

                In the event that, notwithstanding the foregoing provisions of
this Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company or any Guarantor of any kind or
character, whether in cash, property or securities, including any Guarantor
Senior Subordinated Payment, before all Senior Indebtedness of the Company and
such Guarantor is paid in full or payment thereof is provided for in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of such
Senior Indebtedness, and if such fact shall, at or prior to the time of such
payment or distribution, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment or distribution shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company or such Guarantor for application to
the payment of all Senior Indebtedness of the Company and such Guarantor
remaining unpaid, to the extent necessary to pay all Senior Indebtedness of the
Company and such Guarantor in

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<PAGE>   110

full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Indebtedness of the Company and such Guarantor.

                For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include shares of stock of the Company or any Guarantor
as reorganized or readjusted, or securities of the Company or any Guarantor or
any other corporation provided for by a plan of reorganization or readjustment
which securities are subordinated in right of payment to all then outstanding
Senior Indebtedness of the Company and such Guarantor to substantially the same
extent as the Securities are so subordinated as provided in this Article. The
consolidation of the Company or any Guarantor with, or the merger of the Company
or any Guarantor into, another Person or the liquidation or dissolution of the
Company or any Guarantor following the sale of all or substantially all of its
properties and assets as an entirety to another Person or the liquidation or
dissolution of the Company or any Guarantor following the sale of all or
substantially all of its properties and assets as an entirety to another Person
upon the terms and conditions set forth in Article VIII shall not be deemed a
Guarantor Proceeding for the purposes of this Section if the Person formed by
such consolidation or into which the Company or such Guarantor is merged or the
Person which acquires by sale such properties and assets as an entirety, as the
case may be, shall, as a part of such consolidation, merger, or sale comply with
the conditions set forth in Article VIII.

        .3 Prior Payment to Senior Indebtedness of a Guarantor Upon Acceleration
of Securities.

                In the event that, upon the occurrence of an Event of Default,
any Securities are declared due and payable before their Stated Maturity, then
(a) a Guarantor shall promptly notify the holders of Senior Indebtedness of such
Guarantor or the representative of such holders of the acceleration, and (b) in
such event, if any Senior Indebtedness of the Company or such Guarantor is
outstanding, such Guarantor may not pay the Securities until five Business Days
after the representative of all issues of Senior Indebtedness of the Company and
such Guarantor receive notice of such acceleration and, thereafter, may pay the
Securities only if payment is otherwise permitted hereunder at that time.

                In the event that, notwithstanding the foregoing, a Guarantor
shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to such Guarantor.

                The provisions of this Section shall not apply to any payment
with respect to which Section 14.2 would be applicable.

        .4 No Payment When Senior Indebtedness of a Guarantor in Default.

                (a)     A Guarantor may not pay principal of, or premium (if
any) or interest (including Additional Sums and Additional Amounts, if any) on,
the Securities, and may not repurchase, redeem or otherwise retire any
Securities (collectively "pay the Securities") if (i) any Specified Senior
Indebtedness of the Company or such Guarantor (or any other Senior Indebtedness
of the Company or such Guarantor having an outstanding principal amount at the
time of determination in excess of $25 million) is not paid when due or (ii) any
other

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default on Specified Senior Indebtedness of the Company or such Guarantor occurs
and the maturity of such Specified Senior Indebtedness is accelerated in
accordance with its terms, unless, in either case, the default has been cured or
waived and any such acceleration has been rescinded or such Specified Senior
Indebtedness has been paid in full. However, a Guarantor may pay the Securities
without regard to the foregoing if the Company such Guarantor and the Trustee
receive written notice approving such payment from a representative of Specified
Senior Indebtedness of the Company and such Guarantor with respect to which
either of the events set forth in clause (i) or (ii) of the immediately
preceding sentence has occurred and is continuing.

                (b)     During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding paragraph (a) with
respect to any Specified Senior Indebtedness of the Company or any Guarantor
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, such Guarantor
may not pay the Securities to the Holders for a period (a "Guarantor Payment
Blockage Period") commencing upon the receipt by the Trustee (with a copy to
such Guarantor) of written notice (a "Guarantor Blockage Notice") of such
default from the representative of the holders of such Specified Senior
Indebtedness specifying an election to effect a Payment Blockage Period and
ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (i) by written notice to the Trustee and the Guarantor from the
representative of the holders of such Specified Senior Indebtedness, (ii)
because the default giving rise to such Blockage Notice is no longer continuing,
as certified to the Trustee by the representative of the holders of such
Specified Senior Indebtedness or (iii) because such Specified Senior
Indebtedness has been repaid in full, as certified to the Trustee by the
representative of the holders of such Specified Senior Indebtedness).

                (c)     Notwithstanding the preceding paragraph (b), unless the
holders of such Specified Senior Indebtedness or the representative of such
holders have accelerated the maturity of such Specified Senior Indebtedness (and
such Specified Senior Indebtedness remains outstanding), the Guarantor may
resume payments on the Securities after the end of such Payment Blockage Period.
The Securities shall not be subject to more than one Payment Blockage Period in
any consecutive 360-day period, irrespective of the number of defaults with
respect to Specified Senior Indebtedness of the Company or such Guarantor during
such period.

                (d)     In the event that, notwithstanding the foregoing, the
Guarantor shall make any payment to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to such Guarantor.

                The provisions of this Section shall not apply to any payment
with respect to which Section 14.2 would be applicable.

        .5 Payment Permitted If No Default.

                Nothing contained in this Article or elsewhere in this Indenture
or in any of the Securities shall prevent (a) any Guarantor, at any time except
during the pendency of any Proceeding referred to in Section 14.2 or under the
conditions described in Sections 14.3 and

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14.4, from making payments at any time of principal of (and premium, if any) or
interest on the Securities, or (b) the application by the Trustee of any money
or Government Obligations deposited with it hereunder in accordance with the
provisions of Section 4.3 to the payment of or on account of the principal of
(and premium, if any) or interest (including Additional Sums and Additional
Amounts, if any) on the Securities or the retention of such payment by the
Holders, if, at the time of such payment or application, as the case may be, by
the Company, the Note Issuer or the Trustee, as the case may be, the Note Issuer
or the Trustee, as the case may be, did not have knowledge that such payment
would have been prohibited by the provisions of this Article.

        .6 Subrogation to Rights of Holders of Senior Indebtedness of a
Guarantor.

                Subject to the payment in full of all Senior Indebtedness of a
Guarantor, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Indebtedness of a
Guarantor, the Holders of the Securities shall be subrogated to the extent of
the payments or distributions made to the holders of such Senior Indebtedness of
a Guarantor pursuant to the provisions of this Article (equally and ratably with
the holders of all indebtedness of such Guarantor which by its express terms is
subordinated to Senior Indebtedness of such Guarantor to substantially the same
extent as the Securities are subordinated to Senior Indebtedness and is entitled
to like rights of subrogation by reason of any payments or distributions made to
holders of such Senior Indebtedness) to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness of such Guarantor until the
principal of (and premium, if any) and interest on the Securities shall be paid
in full. For purposes of such subrogation or assignment, no payments or
distributions to the holders of the Senior Indebtedness of such Guarantor of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Indebtedness of such Guarantor by Holders of the Securities or the
Trustee, shall, as among the Guarantors, their creditors other than holders of
Senior Indebtedness of the Guarantors, and the Holders of the Securities, be
deemed to be a payment or distribution by a Guarantor to or on account of the
Senior Indebtedness of such Guarantor.

        .7 Provisions Solely to Define Relative Rights.

                The provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders of the Securities on
the one hand and the holders of Senior Indebtedness of each Guarantor on the
other hand. Nothing contained in this Article or elsewhere in this Indenture or
in the Securities is intended to or shall (a) impair, as between the Guarantors
and the Holders of the Securities, the obligations of each Guarantor, which are
absolute and unconditional, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest (including Additional Sums and
Additional Amounts, if any) on the Securities as and when the same shall become
due and payable in accordance with their terms; or (b) affect the relative
rights against any Guarantor of the Holders of the Securities and creditors of
such Guarantor other than their rights in relation to the holders of Senior
Indebtedness of such Guarantor; or (c) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture including, without limitation, filing and voting
claims in any Guarantor Proceeding, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness of a

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Guarantor to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

        .8 Trustee to Effectuate Subordination.

                Each Holder of a Security by his or her acceptance thereof
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.

        .9 No Waiver of Subordination Provisions.

                No right of any present or future holder of any Senior
Indebtedness of any Guarantor to enforce subordination as herein provided shall
at any time in any way be prejudiced or impaired by any act or failure to act on
the part of such Guarantor or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by such Guarantor with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or be otherwise charged with.

        .10 Notice to Trustee.

                Each Guarantor shall give prompt written notice to the Trustee
of any fact known to such Guarantor which would prohibit the making of any
payment to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from a Guarantor or a holder of Senior Indebtedness of a Guarantor or
from any trustee, agent or representative therefor (whether or not the facts
contained in such notice are true); provided, however, that if the Trustee shall
not have received the notice provided for in this Section at least two Business
Days prior to the date upon which by the terms hereof any monies may become
payable for any purpose (including, without limitation, the payment of the
principal of (and premium, if any) or interest (including Additional Sums and
Additional Amounts, if any) on any Security), then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date.

        .11 Reliance on Judicial Order or Certificate of Liquidating Agent.

                Upon any payment or distribution of assets of the Guarantors
referred to in this Article, the Trustee, subject to the provisions of Article
VI, and the Holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness of a Guarantor and other indebtedness of such Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article.

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        .12 Trustee Not Fiduciary for Holders of Senior Indebtedness of the
Guarantors.

                The Trustee, in its capacity as trustee under this Indenture,
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of any Guarantor and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to any Guarantor or to any other Person cash, property or securities to which
any holders of Senior Indebtedness of such Guarantor shall be entitled by virtue
of this Article or otherwise.

        .13 Rights of Trustee as Holder of Senior Indebtedness of the
Guarantors; Preservation of Trustee's Rights.

                The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article with respect to any Senior Indebtedness of
any Guarantor which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness of such Guarantor, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.

        .14 Article Applicable to Paying Agents.

                In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Note Issuer and be then acting hereunder, the
term "Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee.

        .15 Certain Conversions or Exchanges Deemed Payment.

                For the purposes of this Article only, (a) the issuance and
delivery of junior securities upon conversion or exchange of Securities shall
not be deemed to constitute a payment or distribution on account of the
principal of (or premium, if any) or interest (including Additional Sums and
Additional Amounts, if any) on Securities or on account of the purchase or other
acquisition of Securities, and (b) the payment, issuance or delivery of cash,
property or securities (other than Securities, Exchange Securities or junior
securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such security. For the
purposes of this Section, the term "junior securities" means (i) shares of any
stock of any class of any Guarantor and (ii) securities of any Guarantor which
are subordinated in right of payment to all Senior Indebtedness of such
Guarantor which may be outstanding at the time of issuance or delivery of such
securities to substantially the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article.

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                This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

                IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.

                                     FMC TRUST FINANCE S.a.r.l.
                                     LUXEMBOURG-III


                                     By:    /s/  Gabriele Dux
                                            ------------------------------------
                                            Name:  Gabriele Dux
                                            Title:  Sole Manager


                                     FRESENIUS MEDICAL CARE AG


                                     By:    /s/  Ben Lipps
                                            ------------------------------------
                                            Name:  Ben Lipps
                                            Title:  Chief Executive Officer


                                     By:    /s/  Rainer Runte
                                            ------------------------------------
                                            Name:  Rainer Runte
                                            Title:  General Counsel and Sr. VP


                                     FRESENIUS MEDICAL CARE
                                     DEUTSCHLAND GMBH


                                     By:    /s/  Emanuele Gatti
                                            ------------------------------------
                                            Name:  Emanuele Gatti
                                            Title:  Managing Director


                                     By:    /s/ Karl-Dieter Schwab
                                            ------------------------------------
                                            Name:  Karl Dieter Schwab
                                            Title:  Procurist

                                      108
<PAGE>   116

                                     FRESENIUS MEDICAL CARE
                                     HOLDINGS, INC.


                                     By:    /s/ Ben Lipps
                                            ------------------------------------
                                            Name:  Ben Lipps
                                            Title:  Chief Executive Officer


                                     STATE STREET BANK AND TRUST
                                     COMPANY, as Trustee


                                     By:    /s/ Elizabeth C. Hammer
                                            ------------------------------------
                                            Name:  Elizabeth C. Hammer
                                            Title:  Vice President

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