<PAGE>   1
                                                                   EXHIBIT 4.47





                    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 15, 2001

                         with respect to the issuance of

                                E300,300,000
                        IN AGGREGATE PRINCIPAL AMOUNT OF

                   7 7/8% SENIOR SUBORDINATED NOTES DUE 2011



<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                         Page
                                                                                         ----
<S>                                                                                        <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...................................23
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................................................25
SECTION 1.7       Conflict with Trust Indenture Act........................................25
SECTION 1.8       Effect of Headings and Table of Contents.................................26
SECTION 1.9       Successors and Assigns...................................................26
SECTION 1.10      Separability Clause......................................................26
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...............................................27


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.........................................................35


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......................32
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....................................................47
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      ISIN Numbers.............................................................48


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

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




                                       i
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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.......................54
SECTION 5.3       Collection of Indebtedness and Suits for Enforcement by Trustee..........55
SECTION 5.4       Trustee May File Proofs of Claim.........................................56
SECTION 5.5       Trustee May Enforce Claims Without Possession of Securities..............56
SECTION 5.6       Application of Money Collected...........................................57
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...........................................59
SECTION 5.11      Delay or Omission Not Waiver.............................................59
SECTION 5.12      Control by Holders.......................................................59
SECTION 5.13      Waiver of Past Defaults..................................................60
SECTION 5.14      Undertaking for Costs....................................................60
SECTION 5.15      Waiver of Usury, Stay or Extension Laws..................................60


ARTICLE VI. THE TRUSTEE....................................................................61

SECTION 6.1       Certain Duties and Responsibilities......................................61
SECTION 6.2       Notice of Defaults.......................................................62
SECTION 6.3       Certain Rights of Trustee................................................62
SECTION 6.4       Not Responsible for Recitals or Issuance of Securities...................62
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..................................63
SECTION 6.9       Corporate Trustee Required; Eligibility..................................64
SECTION 6.10      Resignation and Removal; Appointment of Successor........................64
SECTION 6.11      Acceptance of Appointment by Successor...................................65
SECTION 6.12      Merger, Conversion, Consolidation or Succession to Business..............66
SECTION 6.13      Preferential Collection of Claims Against Note Issuer....................66
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>




                                       ii
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<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
</TABLE>


EXHIBITS
    EXHIBIT A    Form of Amended and Restated Declaration of Trust of Fresenius
                 Medical Care Capital Trust V





                                       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 15, 2001.

<TABLE>
<CAPTION>
TRUST INDENTURE                                                INDENTURE
ACT SECTION                                                         SECTION
-----------                                                         -------
<S>                                                                 <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


<PAGE>   7
<TABLE>

<S>                                                                 <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.






                                       iv
<PAGE>   8



                    FMC TRUST FINANCE S.A.R.L. LUXEMBOURG-III
                          SENIOR SUBORDINATED INDENTURE

               SENIOR SUBORDINATED INDENTURE dated as of June 15, 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 Stumper, 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?% 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 V, 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, Fresenius Medical Care Capital Trust III or Fresenius
Medical Care Capital Trust IV 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 London, New York City, Frankfurt am
Main or Luxembourg are authorized or required by law or executive order to
remain closed, (iii) a day on which the Trans-European Automated Real-Time
Gross-settlement Express Transfer System is authorized or required by law to
close, or (iv) 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







                                       4
<PAGE>   12


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.

            "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).







                                       5
<PAGE>   13

            "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 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







                                       6
<PAGE>   14


outstanding Capital Stock of the Company plus (ii) paid-in capital or capital
surplus relating to 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.

            "Depositary" 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 Depositary 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.

            "E" or "euro" means the euro, the common currency of the European
Monetary Union.

            "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)







                                       7
<PAGE>   15

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 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 Depositary or its
nominee for such series, and registered in the name of such Depositary or its
nominee.








                                       8
<PAGE>   16

            "Government Obligations" means securities which are (A)(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 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; or
(B) direct obligations of the Republic of Germany (Bunds or Bundesanleihan) that
are full faith and credit obligations of the Republic of Germany and are not
callable or redeemable at the option of the issuer thereof.

            "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.







                                       9
<PAGE>   17


            "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.

            "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.








                                       10
<PAGE>   18

            "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 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).








                                       11
<PAGE>   19

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

            "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.









                                       12
<PAGE>   20

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

            "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







                                       13
<PAGE>   21


                   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

                   (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








                                       14
<PAGE>   22

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.

            "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).








                                       15
<PAGE>   23

            "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 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







                                       16
<PAGE>   24

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
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 [15], 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.








                                       17
<PAGE>   25

            "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.

            "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 2008 7
7/8% Notes, the 2011 7 7/8% Notes, the 2008 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







                                       18
<PAGE>   26

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.

            "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 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








                                       19
<PAGE>   27

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 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








                                       20
<PAGE>   28

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.

            "2008 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.

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

            "2008 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 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.

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







                                       21
<PAGE>   29


            "2011 7 7/8% Indenture" means the Senior Subordinated Indenture
dated as of June 6, 2001 by and among the Note Issuer, State Street Bank and
Trust Company as Trustee, the Company and the other Guarantors with respect to
the issuance of 7 7/8% Senior Subordinated Notes of the Note Issuer due June 15,
2011 in the aggregate principal amount of $225,225,000, as it may be amended,
supplemented or otherwise modified from time to time.

            "2011 7 7/8% Notes" means the 7 7/8% Senior Subordinated Notes due
June 15, 2011 issued pursuant to the 2011 7 7/8% 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.

            "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;






                                       22
<PAGE>   30

               (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 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.






                                       23
<PAGE>   31


               (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.

               (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








                                       24
<PAGE>   32

               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 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







                                       25
<PAGE>   33

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.

        .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.






                                       26
<PAGE>   34

        .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 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








                                       27
<PAGE>   35

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.

        .2  Form of Face of Security.

                   FMC TRUST FINANCE S.A.R.L. LUXEMBOURG-III

               7 3/8% 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.                                                                E 300,300,000

               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 V or
               registered assigns, the principal sum of three hundred million
               three hundred thousand euro 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 3/8% 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 3/8% 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








                                       28
<PAGE>   36

               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 London, New York City, Frankfurt am Main or
               Luxembourg are authorized or required by law or executive order
               to remain closed, (iii) a day on which the Trans-European
               Automated Real-Time Gross-settlement Express Transfer System is
               authorized or required by law to close, or (iv) 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 V, 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 (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 Depositary. 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.







                                       29
<PAGE>   37

               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 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 15, 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 15, 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









                                       30
<PAGE>   38

               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 15, 2001, (the "Declaration"), for Fresenius Medical Care
               Capital Trust V, 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 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.








                                       31
<PAGE>   39

               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.

               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








                                       32
<PAGE>   40

               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 Euro 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.

               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 or in such other form as may be required by the Depositary to
appear on the Global Security to be issued to the Depositary:

               This Security is a Global Security within the meaning of the
               Indenture hereinafter referred to and is registered in the name
               of BT Globenet Nominees Limited , a nominee of Deutsche Bank AG
               London (the "Depositary"), or another nominee of the Depositary.
               This Security is exchangeable for Securities registered in the
               name of a Person other than the Depositary or its nominee only in
               the limited circumstances described in the Indenture and no







                                       33
<PAGE>   41

               transfer of this Security (other than a transfer of this Security
               as a whole by the Depositary to a nominee of the Depositary or by
               a nominee of the Depositary to the Depositary or another nominee
               of the Depositary) may be registered except in limited
               circumstances.

               (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 (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.

        UNTIL THIS SECURITY IS REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT FILED UNDER THE SECURITIES ACT, THIS SECURITY MAY ONLY BE
        TRANSFERRED IN MINIMUM BLOCKS OF Euro 100,000 AGGREGATE PRINCIPAL
        AMOUNT."

        .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.







                                       34
<PAGE>   42

                                      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 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







                                       35
<PAGE>   43

               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 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







                                       36
<PAGE>   44

               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 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 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







                                       37
<PAGE>   45

               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 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 2008 7 3/8% Notes, the
               2008 7 7/8% Notes, the 2011 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








                                       38
<PAGE>   46
               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.

               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








                                       39
<PAGE>   47

                           FRESENIUS MEDICAL CARE
                           DEUTSCHLAND GmbH, as Guarantor


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


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




                                  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 Euro 300,300,000
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 Euro 300,300,000, except in accordance with Section 3.6.

               The Securities shall be known and designated as the "7 3/8%
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 3/8% 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 Depositary. 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








                                       40
<PAGE>   48

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.

               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 Euro 1,000 and any integral multiple
thereof. The Initial Securities may only be issued and transferred in principal
amounts of Euro 100,000 or more.

        .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













                                       41
<PAGE>   49
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 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






                                       42
<PAGE>   50

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 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 Euro 100,000
or more.

               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







                                       43
<PAGE>   51

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 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.







                                       44
<PAGE>   52

               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.

               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








                                       45
<PAGE>   53

               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 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 Euro 1,000






                                       46
<PAGE>   54

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 (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







                                       47
<PAGE>   55

the Note Issuer (or any political subdivision or taxing authority thereof or
therein) it is intended that such Security constitute indebtedness.

        .13 ISIN Numbers.

               The Note Issuer in issuing the Securities may use ISIN and Common
Code numbers (if then generally in use), and, if so, the Trustee shall use ISIN
and Common Code 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.

                                  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




                                       48
<PAGE>   56
        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 their 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 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.








                                       49
<PAGE>   57

               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
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 to 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







                                       50
<PAGE>   58

               (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

               (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








                                       51
<PAGE>   59

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.

               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)






                                       52
<PAGE>   60

               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 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.







                                       53
<PAGE>   61

        .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 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








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<PAGE>   62

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, 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.








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<PAGE>   63

               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 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







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<PAGE>   64

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 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;







                                       57
<PAGE>   65

               (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;


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.







                                       58
<PAGE>   66

        .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 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,








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<PAGE>   67

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

               (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







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<PAGE>   68

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 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








                                       61
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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 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








                                       62
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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.

        .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







                                       63
<PAGE>   71

               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 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,









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<PAGE>   72

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.

        .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








                                       65
<PAGE>   73

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 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








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<PAGE>   74

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.

        .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.







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<PAGE>   75

               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.

               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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<PAGE>   76
                                  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.



                                       69
<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 a member state of the European Union (other
               than Greece or Portugal), Switzerland, the United States of
               America or any State thereof or 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



                                       70
<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



                                       71
<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.



                                       72
<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 any
member state of the European Union (except Greece or Portugal), Switzerland, the
United States of America, or any State thereof or the District of Columbia or
the jurisdiction of the formation of the Note Issuer; (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



                                       73
<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



                                       74
<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.



                                       75
<PAGE>   83

        .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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<PAGE>   84

        .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. London time on the due date of interest on any
Securities, and prior to 10:00 a.m. London time on the Business Day immediately
prior to the due date of the principal of (and premium, if any 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 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



                                       77
<PAGE>   85

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 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) and in a country that
is a member of the European Union (which is expected to be The Financial Times,
published in London, England), 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



                                       78
<PAGE>   86

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.

        .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, and the 2011 7
               7/8% Notes and the related Guarantees by the Company and the
               Guarantors of the Securities, the 9% Notes, the 2008 7 7/8%
               Notes, the 2008 7 3/8% Notes, and the 2011 7 7/8% 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



                                       79
<PAGE>   87

               Receivables Financings 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 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



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               (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 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



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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 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



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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 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



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               consideration thereof received by the Company or such Subsidiary
               is in the form of cash or cash equivalents; and

               (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 2008 7 7/8% Notes,
               or the 7 3/8% Notes, as the case may be, 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 DM 1.8237 per
               $1.00) to purchase the 2008 7 7/8% Notes and the 7 3/8% Notes
               pursuant to and subject to the conditions contained in the 2008 7
               7/8% Indenture and the 7 3/8% Indenture, respectively; (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 2011
               7 7/8% Notes to purchase 2011 7 7/8% Notes pursuant to and
               subject to the conditions contained in the 2011 7 7/8% Indenture;
               and (F) sixth, to the extent of the balance of such Net Available
               Cash after application in accordance with clauses (A), (B), (C),
               (D) and (E) to cause the Note Issuer to make an offer to the
               holders of the Securities on a pro rata basis to purchase the
               Securities; provided, however, that in connection with any
               prepayment, repayment or purchase of Indebtedness pursuant to
               clause (A), (C), (D), (E) or (F) 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.



                                       84
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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.

               (b) In the event of an Asset Disposition that requires the
purchase of the Securities pursuant to clause (a)(2)(F) 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
2008 7 3/8% Notes, the 2008 7 7/8% Notes and the 2011 7 7/8% Notes as to the
amount of the 9% Notes, the 7 3/8% Notes, the 2008 7 7/8% Notes and the 2011 7
7/8 Notes to be purchased pursuant to the offer to repurchase the 9% Notes, the
2008 7 3/8% Notes, the 2008 7 7/8% Notes and the 2011 7 7/8 Notes made pursuant
to clause (a)(2)(C) above or clause (a)(2)(D) above, or clause (a)(2)(E) above
as the case may be, stating:

               (i) that an Asset Disposition that requires the purchase of the
               Securities pursuant to clause (a)(2)(F) 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), (D), and (E) 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 Euro 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 Euro 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



                                       85
<PAGE>   93

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 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 Euro 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 Euro 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



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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.

        .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



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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.

        .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



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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.


               (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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        .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. London time on the Business Day prior to 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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        .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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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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<PAGE>   102

        .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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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 2008 7 3/8% Notes, the 2008 7 7/8%
Notes and the 2011 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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               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


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                                      FRESENIUS MEDICAL CARE
                                      HOLDINGS, INC.


                                      By:  /s/  Ronald J.Kuerbitz
                                           ----------------------------------
                                           Name:  Ronald J. Kuerbitz
                                           Title:  Senior VP and Secretary


                                      STATE STREET BANK AND TRUST
                                      COMPANY, as Trustee


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










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