Exhibit 4

                                                                  EXECUTION COPY














--------------------------------------------------------------------------------

                          SGL CARBON Luxembourg S.A.

                    AND EACH OF THE GUARANTORS PARTY HERETO

                          8.5% SENIOR NOTES DUE 2012

                         ----------------------------

                                   INDENTURE


                         Dated as of February 9, 2004

                         ----------------------------

              The Bank of New York, as Trustee and Security Agent

                         ----------------------------

--------------------------------------------------------------------------------


           Subject to the provisions of the Intercreditor Agreement

                           [Latham and Watkins Logo]

                                    London

                                99 Bishopsgate
                                London EC2M 3XF
                           (44) 020 7710 1000 (Tel)
                           (44) 020 7374 4460 (Fax)
                                  www.lw.com






<PAGE>






                               TABLE OF CONTENTS

                                                                           Page
                                   ARTICLE 1

                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE


  SECTION 1.01  Definitions....................................................1
  SECTION 1.02  Other Definitions.............................................25
  SECTION 1.03  Incorporation by Reference of Trust Indenture Act.............26
  SECTION 1.04  Rules of Construction.........................................26

                                   ARTICLE 2


                                   THE NOTES

  SECTION 2.01  Form and Dating...............................................27
  SECTION 2.02  Execution and Authentication..................................28
  SECTION 2.03  Appointment of Agents.........................................28
  SECTION 2.04  Paying Agents to Hold Money in Trust..........................29
  SECTION 2.05  Noteholder Lists..............................................29
  SECTION 2.06  Transfer and Exchange.........................................30
  SECTION 2.07  Replacement Notes.............................................38
  SECTION 2.08  Outstanding Notes.............................................38
  SECTION 2.09  Treasury Notes................................................39
  SECTION 2.10  Temporary Notes...............................................39
  SECTION 2.11  Cancellation..................................................39
  SECTION 2.12  Defaulted Interest............................................40
  SECTION 2.13  Common Code and ISIN Number...................................40
  SECTION 2.14  Deposit of Moneys.............................................40
  SECTION 2.15  Holders to Be Treated as Owners; Payments of Interest.........40
  SECTION 2.16  Further Issues................................................41

                                   ARTICLE 3


                           REDEMPTION AND PREPAYMENT

  SECTION 3.01  Notices to Trustee............................................41
  SECTION 3.02  Selection of Notes to Be Redeemed or Purchased................41
  SECTION 3.03  Notice of Redemption..........................................42
  SECTION 3.04  Effect of Notice of Redemption................................42
  SECTION 3.05  Deposit of Redemption or Purchase Price.......................43
  SECTION 3.06  Notes Redeemed or Purchased in Part...........................43
  SECTION 3.07  Optional Redemption...........................................43
  SECTION 3.08  Mandatory Redemption..........................................44
  SECTION 3.09  Offer to Purchase by Application of Excess Proceeds...........44
  SECTION 3.10  Redemption for Changes in Withholding Tax.....................46

                                   ARTICLE 4


                                   COVENANTS

  SECTION 4.01  Payment of Notes..............................................47
  SECTION 4.02  Maintenance of Office or Agency...............................47
  SECTION 4.03  Reports.......................................................47
  SECTION 4.04  Compliance Certificate........................................49
  SECTION 4.05  Taxes.........................................................49

                                       i
<PAGE>


  SECTION 4.06  Stay, Extension and Usury Laws................................49
  SECTION 4.07  Restricted Payments...........................................50
  SECTION 4.08  Dividend and Other Payment Restrictions Affecting
                Subsidiaries..................................................53
  SECTION 4.09  Incurrence of Indebtedness and Issuance of Preferred Stock....54
  SECTION 4.10  Asset Sales...................................................58
  SECTION 4.11  Transactions with Affiliates..................................60
  SECTION 4.12  Liens.........................................................61
  SECTION 4.13  Issuer; Group Business Activities.............................61
  SECTION 4.14  Corporate Existence...........................................62
  SECTION 4.15  Offer to Repurchase Upon Change of Control....................62
  SECTION 4.16  No Layering of Indebtedness...................................64
  SECTION 4.17  Limitation on Sale and Leaseback Transactions.................64
  SECTION 4.18  Limitation on Issuances and Sales of Equity Interests in
                Wholly-Owned Restricted Subsidiaries..........................64
  SECTION 4.19  Subsidiary Guarantees of Indebtedness.........................65
  SECTION 4.20  Payments for Consent..........................................66
  SECTION 4.21  Designation of Restricted and Unrestricted Subsidiaries.......66
  SECTION 4.22  Additional Amounts............................................67
  SECTION 4.23  Convertible Bonds.............................................69

                                   ARTICLE 5


                                  SUCCESSORS

  SECTION 5.01  Merger, Consolidation, or Sale of Assets......................69
  SECTION 5.02  Successor Corporation Substituted.............................71

                                   ARTICLE 6


                             DEFAULTS AND REMEDIES

  SECTION 6.01  Events of Default.............................................72
  SECTION 6.02  Acceleration..................................................74
  SECTION 6.03  Other Remedies................................................74
  SECTION 6.04  Waiver of Past Defaults.......................................75
  SECTION 6.05  Control by Majority...........................................75
  SECTION 6.06  Limitation on Suits...........................................75
  SECTION 6.07  Rights of Holders of Notes to Receive Payment.................76
  SECTION 6.08  Collection Suit by Trustee....................................76
  SECTION 6.09  Trustee May File Proofs of Claim..............................76
  SECTION 6.10  Priorities....................................................77
  SECTION 6.11  Undertaking for Costs.........................................77

                                   ARTICLE 7


                                    TRUSTEE

  SECTION 7.01  Duties of Trustee.............................................77
  SECTION 7.02  Rights of Trustee.............................................78
  SECTION 7.03  Individual Rights of Trustee..................................80
  SECTION 7.04  Trustee's Disclaimer..........................................80
  SECTION 7.05  Notice of Defaults............................................80
  SECTION 7.06  Reports by Trustee to Holders of the Notes....................81
  SECTION 7.07  Compensation and Indemnity....................................81
  SECTION 7.08  Replacement of Trustee........................................82
  SECTION 7.09  Successor Trustee by Merger, etc..............................83
  SECTION 7.10  Eligibility; Disqualification.................................83


                                       ii

<PAGE>


                                   ARTICLE 8


                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  SECTION 8.01  Option to Effect Legal Defeasance or Covenant Defeasance......83
  SECTION 8.02  Legal Defeasance and Discharge................................83
  SECTION 8.03  Covenant Defeasance...........................................84
  SECTION 8.04  Conditions to Legal or Covenant Defeasance....................85
  SECTION 8.05  Deposited Money and Government Securities to be Held in
                Trust; Other Miscellaneous Provisions.........................86
  SECTION 8.06  Repayment to Issuer...........................................86
  SECTION 8.07  Reinstatement.................................................86

                                   ARTICLE 9


                       AMENDMENT, SUPPLEMENT AND WAIVER

  SECTION 9.01  Without Consent of Holders of Notes...........................87
  SECTION 9.02  With Consent of Holders of Notes..............................88
  SECTION 9.03  Revocation and Effect of Consents.............................90
  SECTION 9.04  Notation on or Exchange of Notes..............................90
  SECTION 9.05  Trustee to Sign Amendments, etc...............................90

                                  ARTICLE 10


                            COLLATERAL AND SECURITY

  SECTION 10.01 Security Documents............................................91
  SECTION 10.02 Release of Collateral.........................................91
  SECTION 10.03 Certificates of the Trustee...................................92
  SECTION 10.04 Authorization of Actions to Be Taken by the Trustee Under the
                Security Documents............................................93
  SECTION 10.05 Authorization of Receipt of Funds by the Trustee Under the
                Security Documents............................................93
  SECTION 10.06 Termination of Security Interest..............................93
  SECTION 10.07 Appointment of Security Agent.................................93

                                  ARTICLE 11


                                  GUARANTEES

  SECTION 11.01 Guarantee.....................................................94
  SECTION 11.02 Subordination of Guarantees...................................96
  SECTION 11.03 Limitation on Guarantor Liability............................100
  SECTION 11.04 Execution and Delivery of Guarantee..........................103
  SECTION 11.05 Releases.....................................................104

                                  ARTICLE 12


                          SATISFACTION AND DISCHARGE

  SECTION 12.01 Satisfaction and Discharge...................................105
  SECTION 12.02 Application of Trust Money...................................106

                                  ARTICLE 13


                                 MISCELLANEOUS

  SECTION 13.01 Notices......................................................106
  SECTION 13.02 Certificate and Opinion as to Conditions Precedent...........108
  SECTION 13.03 Statements Required in Certificate or Opinion................108
  SECTION 13.04 Rules by Trustee and Agents..................................108

                                      iii

<PAGE>


  SECTION 13.05 No Personal Liability of Directors, Officers, Employees and
                Stockholders.................................................108
  SECTION 13.06 Judgment Currency............................................109
  SECTION 13.07 Prescription.................................................109
  SECTION 13.08 Governing Law................................................109
  SECTION 13.09 Consent to Jurisdiction......................................109
  SECTION 13.10 Service of Process in New York...............................110
  SECTION 13.11 Waiver of Jury Trial.........................................110
  SECTION 13.12 No Adverse Interpretation of Other Agreements................110
  SECTION 13.13 Successors...................................................110
  SECTION 13.14 Severability.................................................111
  SECTION 13.15 Counterpart Originals........................................111
  SECTION 13.16 Table of Contents, Headings, etc.............................111

                                   EXHIBITS

Exhibit A   FORM OF GLOBAL NOTE
Exhibit B   FORM OF DEFINITIVE REGISTERED NOTE
Exhibit C   FORM OF CERTIFICATE OF TRANSFER
Exhibit D   FORM OF CERTIFICATE OF EXCHANGE
Exhibit E   FORM OF NOTATION OF GUARANTEE
Exhibit F   FORM OF SUPPLEMENTAL INDENTURE
Exhibit G   ORIGINAL INTERCREDITOR AGREEMENT
Exhibit H   SECURITY TRUST AGREEMENT




                                       iv


<PAGE>






INDENTURE  dated  as  of February 9, 2004 between SGL CARBON Luxembourg S.A., a
soci{e'}t{e'} anonyme incorporated  under  the  laws  of  the  Grand  Duchy  of
Luxembourg,  the  Company  (as defined), the Subsidiary Guarantors (as defined)
and The Bank of New York, as trustee and security agent.

The  Issuer,  the Company, the  Subsidiary  Guarantors,  the  Trustee  and  the
Security Agent agree as follows for the benefit of each other and for the equal
and ratable benefit  of  the  Holders (as defined) of the 8.5% Senior Notes due
2012 (the "Notes"):

                                   ARTICLE 1

                         DEFINITIONS AND INCORPORATION

                                 BY REFERENCE

SECTION 1.01 Definitions.

"144A Definitive Registered Note"  means  a  Definitive Registered Note bearing
the 144A Legend and the Dutch Legend.

"144A Legend" means the legend initially set forth  on  the U.S. Global Note or
144A Definitive Registered Note as set forth in Section 2.06(k)(1) hereof.

"Acquired Indebtedness" means, with respect to any specified Person:

(1)   Indebtedness of any other Person existing at the time  such  other Person
      is  merged  with  or  into  or  became  a  Restricted  Subsidiary of such
      specified  Person,  whether  or  not  such  Indebtedness  is incurred  in
      connection with, or in contemplation of, such other Person  merging  with
      or  into,  or becoming a Restricted Subsidiary of, such specified Person;
      and

(2)   Indebtedness  secured  by  a  Lien encumbering any asset acquired by such
      specified Person.

"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  Person.   For  purposes  of  this  definition,
"control,"  as  used with respect to any Person, means the possession, directly
or indirectly, of  the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise; provided that beneficial ownership of 10% or more of
the Voting Stock of  a  Person  will  be deemed to be control.  For purposes of
this definition, the terms "controlling,"  "controlled  by"  and  "under common
control with" have correlative meanings.

"Agent"  means  any Registrar, co-registrar, Paying Agent or additional  paying
agent.

"Applicable Procedures"  means,  with respect to any transfer or exchange of or
for beneficial interests in any Global  Note,  the  rules and procedures of the
Depositary that apply to such transfer or exchange.

"Asset Sale" means:

(1)   the sale, lease, conveyance or other disposition of any assets or rights;
      provided that the sale, lease, conveyance or other  disposition of all or
      substantially  all  of  the  assets  of  the

                                      - 1 -

<PAGE>


      Company and its Restricted Subsidiaries taken as a whole will be governed
      by the  provisions of Sections 4.15 and 5.01 and not by the provisions of
      Section 4.10; and

(2)   the  issuance  or sale of  Equity  Interests  in  any  of  the  Company's
      Restricted Subsidiaries  (other  than  directors'  qualifying  shares  or
      shares  required  by applicable law to be held by a Person other than the
      Company or a Restricted Subsidiary).

Notwithstanding the preceding, none of the following items will be deemed to be
an Asset Sale:

(1)   any single transaction  or  series  of related transactions that involves
      assets having a fair market value of less than *1.0 million;

(2)   a transfer of assets between or among  the  Company  and  its  Restricted
      Subsidiaries;

(3)   an issuance of Equity Interests by a Restricted Subsidiary of the Company
      to the Company or to another Restricted Subsidiary of the Company;

(4)   the  sale  or  lease of products, services or accounts receivable in  the
      ordinary course of business and any sale or other disposition of damaged,
      worn-out or obsolete assets in the ordinary course of business;

(5)   any sale of Equity  Interests in, or Indebtedness or other securities of,
      an Unrestricted Subsidiary;

(6)   a disposition of an asset  which  is  obsolete for the purposes for which
      such  asset is normally utilized or assets  which,  as  of  the  date  of
      disposition,  are no longer used or useful in the conduct of the business
      of the Company and its Restricted Subsidiaries;

(7)   the sale or other disposition of cash or Cash Equivalents; and

(8)   a Restricted Payment  that  does  not violate Section 4.07 or a Permitted
      Investment.

"Attributable Indebtedness" in respect of  a  sale  and  leaseback  transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease  included
in  such  sale  and  leaseback  transaction including any period for which such
lease has been extended or may, at the option of the lessor, be extended.  Such
present value shall be calculated  using  a  discount rate equal to the rate of
interest  implicit in such transaction, determined  in  accordance  with  IFRS;
provided, however,  that  if  such  sale and leaseback transaction results in a
Capital Lease Obligation, the amount  of  Indebtedness represented thereby will
be determined in accordance with the definition of "Capital Lease Obligation."

"Bankruptcy Law" means (to the extent applicable)  (i)  Title  11  of  the U.S.
Code, (ii) the Luxembourg Commercial Code (Code de Commerce) {section}{section}
437  -  614,  (iii)  the  German Insolvency Code (Insolvenzordnung) or (iv) any
other  law  of  the United States,  Luxembourg  or  Germany  or  any  political
subdivision  thereof   or   any  other  jurisdiction  relating  to  bankruptcy,
insolvency, winding up, liquidation, reorganization or relief of debtors.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule
13d-5  under  the Exchange Act,  except  that  in  calculating  the  beneficial
ownership of any  particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to

                                     - 2 -

<PAGE>


have beneficial ownership of all securities that such "person" has the right to
acquire by  conversion or exercise of other  securities,  whether such right is
currently  exercisable  or is  exercisable  only after the passage of time. The
terms  "Beneficially  Owns"  and  `Beneficially  Owned"  have  a  corresponding
meaning.

"Board of Directors" means:

(1)   with respect to a corporation,  the board of directors of the corporation
      or any committee thereof duly authorized to act on behalf of such board;

(2)   with respect to a partnership, the  Board  of  Directors  of  the general
      partner of the partnership;

(3)   with  respect  to  a  limited  liability company, the managing member  or
      members or any controlling committee of managing members thereof; and

(4)   with respect to any other Person,  the  board or committee of such Person
      serving a similar function.

Without limiting the generality of the foregoing,  the  board of directors of a
German  Aktiengesellschaft (AG) means the supervisory board  (Aufsichtsrat)  or
the management  board  (Vorstand) of the AG, or both, in each case according to
whether, under German law,  or  the  constituting  documents  of  the  AG,  the
relevant  action  of  the AG requires the resolution, approval or action of the
supervisory board, management board or both.

"Book-Entry Interest" means a beneficial interest in a Global Note held through
and shown on, and transferred  only  through,  records maintained in book-entry
form by a Depositary.

"Business Day" means any day other than a Legal Holiday.

"Capital Lease Obligation" means, at the time any  determination is to be made,
the amount of the liability in respect of a capital  lease  that  would at that
time  be  required  to be capitalized on a balance sheet prepared in accordance
with IFRS, 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 prepaid by the lessee without payment of a
penalty.

"Capital Stock" means:

(1)   in the case of a corporation, corporate stock;

(2)   in the case of an association  or  business  entity,  any and all shares,
      interests,   participations,   rights   or  other  equivalents   (however
      designated) of corporate stock;

(3)   in  the case of a partnership or limited liability  company,  partnership
      interests (whether general or limited) or membership interests; and

(4)   any other interest or participation that confers on a Person the right to
      receive  a share of the profits and losses of, or distributions of assets
      of, the issuing  Person, but excluding from all of the foregoing any debt
      securities convertible  into  Capital  Stock,  whether  or  not such debt
      securities include any right of participation with Capital Stock.

                                     - 3 -

<PAGE>


"Cash Equivalents" means:

(1)   securities issued or directly and fully and unconditionally guaranteed or
      insured by the United States government, or any agency or instrumentality
      thereof, the securities of which are unconditionally guaranteed as a full
      faith  and  credit  obligation of such government with maturities  of  24
      months or less from the date of acquisition;

(2)   securities issued or directly and fully and unconditionally guaranteed or
      insured  by  a  member  of   the   European   Union,  or  any  agency  or
      instrumentality  thereof,  the  securities of which  are  unconditionally
      guaranteed as a full faith and credit  obligation of such government with
      maturities of 24 months or less from the date of acquisition;

(3)   certificates of deposit, time deposits and  eurodollar time deposits with
      maturities  of one year or less from the date  of  acquisition,  bankers'
      acceptances with  maturities  not  exceeding  one year and overnight bank
      deposits, in each case, with any commercial bank  or trust company having
      capital and surplus in excess of *500.0 million;

(4)   repurchase obligations for underlying securities of  the  types described
      in  clauses (1), (2) and (3) entered into with any financial  institution
      meeting the qualifications specified in clause (3) above;

(5)   commercial paper rated at the time of acquisition thereof at least P-1 by
      Moody's or at least A-1 by S&P and in each case maturing within 12 months
      after the date of acquisition thereof;

(6)   readily  marketable  direct obligations issued by any state of the United
      States of America or any  member  of  the European Union or any political
      subdivision thereof, in each case, having  one  of the two highest rating
      categories obtainable from either Moody's or S&P  with  maturities  of 24
      months or less from the date of acquisition;

(7)   Indebtedness or preference shares with a maturity of three months or less
      after the date of acquisition of Persons with a short-term debt rating of
      A1+  granted  by  S&P  or  P1 granted by Moody's to which the Issuer or a
      Restricted Subsidiary of the  Issuer  is beneficially entitled, and which
      can  be promptly realized by the Issuer  or  such  Restricted  Subsidiary
      without condition; and

(8)   interests  in  investment  funds investing 95% or more of their assets in
      securities of the types described in clauses (1) through (7) above.

"Change of Control" means the occurrence of any of the following:

(1)   the  direct  or  indirect sale,  lease,  transfer,  conveyance  or  other
      disposition (other  than  by way of merger or consolidation), in one or a
      series of related transactions,  of  all  or  substantially  all  of  the
      properties  or  assets  of  the  Issuer, the Company and its Subsidiaries
      taken as a whole to any "person" (as  that  term is used in Section 13(d)
      of the Exchange Act);

(2)   the adoption of a plan relating to the liquidation  or dissolution of the
      Company;

(3)   the consummation of any transaction (including, without  limitation,  any
      merger  or  consolidation),  the result of which is that any "person" (as
      defined above) becomes the

                                     - 4 -

<PAGE>


      Beneficial Owner, directly or indirectly,  of more than 35% of the Voting
      Stock of the  Company,  measured  by voting  power  rather than number of
      shares; or

(4)   the Company consolidates with, or merges with or into, any Person, or any
      Person consolidates  with,  or  merges  with or into, the Company, in any
      such  event pursuant to a transaction in which  any  of  the  outstanding
      Voting  Stock  of  the  Company or such other Person is converted into or
      exchanged for cash, securities  or  other  property,  other than any such
      transaction where the Voting Stock of the Company outstanding immediately
      prior to such transaction is converted into or exchanged for Voting Stock
      (other  than  Disqualified  Stock) of the surviving or transferee  Person
      constituting a majority of the outstanding shares of such Voting Stock of
      such surviving or transferee  Person  (immediately after giving effect to
      such issuance).

"Clearstream Banking" means Clearstream Banking, S.A.

"Common  Depositary"  means The Bank of New York  in  its  capacity  as  common
depositary for Euroclear and Clearstream Banking.

"Company" means SGL CARBON  Aktiengesellschaft,  and  any  and  all  successors
thereto.

"Company Guarantee" means the Guarantee provided by the Company.

"Consolidated  Cash  Flow" means, with respect to any specified Person for  any
period, the Consolidated  Net  Income  of  such  Person  for  such period plus,
without duplication:

(1)   an amount equal to any extraordinary loss plus any net loss  realized  by
      such  Person  or any of its Restricted Subsidiaries in connection with an
      Asset Sale, to  the  extent  such  losses were deducted in computing such
      Consolidated Net Income; plus

(2)   provision for taxes based on income  or  profits  of  such Person and its
      Restricted  Subsidiaries  for  such  period,  to  the  extent  that  such
      provision  for  taxes  was  deducted  in computing such Consolidated  Net
      Income; plus

(3)   the Fixed Charges of such Person and its Restricted Subsidiaries for such
      period, to the extent that such Fixed Charges  were deducted in computing
      such Consolidated Net Income; plus

(4)   interest expense on pension obligations of such Person and its Restricted
      Subsidiaries  for  such period to the extent such  interest  expense  was
      deducted in computing Consolidated Net Income; plus

(5)   interest expense on,  or  additional  provisions  relating  to, antitrust
      fines existing at the Issue Date, to the extent such interest  expense or
      other amounts were deducted in computing Consolidated Net Income; plus

(6)   the amount of any restructuring charge of such Person for such period, to
      the  extent  that such charge was deducted in computing such Consolidated
      Net Income; plus

(7)   depreciation,  amortization  (including  amortization  of intangibles but
      excluding amortization of prepaid cash expenses that were paid in a prior
      period) and other non-cash expenses (excluding any such  non-cash expense
      to  the  extent  that  it

                                     - 5 -

<PAGE>


      represents  an  accrual  of or reserve  for cash  expenses  in any future
      period or amortization of a prepaid cash expense that was paid in a prior
      period) of such Person and its Restricted Subsidiaries for such period to
      the  extent  that such  depreciation,  amortization  and  other  non-cash
      expenses were deducted in computing such Consolidated Net Income; minus

(8)   non-cash items increasing such Consolidated Net Income for  such  period,
      other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with IFRS.

Notwithstanding  the preceding, the provision for taxes based on the income  or
profits of, and the  depreciation  and amortization and other non-cash expenses
of, a Restricted Subsidiary of the Company  will  be  added to Consolidated Net
Income to compute Consolidated Cash Flow of the Company only to the extent that
a corresponding amount would be permitted at the date of  determination  to  be
dividended   to  the  Company  by  such  Restricted  Subsidiary  without  prior
governmental approval  (that  has  not  been  obtained),  and without direct or
indirect restriction pursuant to the terms of its charter and  all  agreements,
instruments,  judgments,  decrees,  orders,  statutes,  rules  and governmental
regulations applicable to that Restricted Subsidiary or its stockholders.

"Consolidated Net Income" means, with respect to any specified Person  for  any
period,  the  aggregate  of  the  Net  Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with IFRS; provided that:

(1)   the Net Income (but not loss) of any  Person  that  is  not  a Restricted
      Subsidiary  or  that  is accounted for by the equity method of accounting
      will be included only to the extent of the amount of dividends or similar
      distributions paid in cash  to  the  specified  Person  or  a  Restricted
      Subsidiary of the Person;

(2)   the  equity  in  a  net  loss  of  any  Person  that  is not a Restricted
      Subsidiary  or that is accounted for by the equity method  of  accounting
      will be included  in  determining  Consolidated  Net Income to the extent
      such  loss  has been funded with cash from the Company  or  a  Restricted
      Subsidiary and  if  it has not otherwise been included in determining Net
      Income;

(3)   the Net Income of any  Restricted  Subsidiary  will  be  excluded  to the
      extent   that   the  declaration  or  payment  of  dividends  or  similar
      distributions by  that Restricted Subsidiary of that Net Income is not at
      the  date  of determination  permitted  without  any  prior  governmental
      approval (that  has  not  been  obtained)  or, directly or indirectly, by
      operation  of  the  terms  of its charter or any  agreement,  instrument,
      judgment,  decree,  order,  statute,   rule  or  governmental  regulation
      applicable to that Restricted Subsidiary or its stockholders;

(4)   the  cumulative  effect  of  a change in accounting  principles  will  be
      excluded;

(5)   to the extent reflected in Net  Income,  the  effect  of  non-cash  items
      resulting  from  any  write-up,  write-down or write-off of assets of the
      Company or a Restricted Subsidiary  in  connection  with  any acquisition
      will be excluded; and

                                     - 6 -

<PAGE>


(6)   any  non-cash  compensation  realized  for grants of performance  shares,
      stock options, restricted stock or other  rights  to  officers, directors
      and employees of the Company or any Restricted Subsidiary;  provided that
      such shares, options, stock or other rights can be redeemed at the option
      of  the  holder  only  for  Capital  Stock  of  the  Company  (other than
      Disqualified Stock).

"Continuing  Directors"  means, as of any date of determination, any member  of
the Board of Directors of the Company who:

(1)   was a member of such Board of Directors on the Issue Date; or

(2)   was nominated for election or elected to such Board of Directors with the
      approval of a majority  of  the  Continuing Directors who were members of
      such Board of Directors at the time of such nomination or election.

"Convertible Bonds" means the 3.5% Bearer Bonds of 2000/2005 of the Company.

"Convertible  Trust Deed" means the trust  indenture,  dated  the  Issue  Date,
pursuant to which  the  Guarantors  have  guaranteed the Convertible Bonds, the
Company and certain of its Subsidiaries have granted to the Convertible Trustee
security  over certain of their assets and the  Convertible  Trustee  has  been
appointed.

"Convertible  Trustee"  means  The  Bank  of  New  York, in its capacity as the
trustee under the Convertible Trust Deed, together with any successor thereto.

"Corporate Trust Office of the Trustee" will be at the  address  of the Trustee
specified in Section 14.02 hereof or such other address as to which the Trustee
may give notice to the Company.

"Credit  Facilities"  means,  one  or more debt facilities (including,  without
limitation, the Senior Facilities) or  commercial  paper  facilities,  in  each
case,  with banks or other institutional lenders providing for revolving credit
loans, term  loans,  receivables  financing  (including  through  the  sale  of
receivables  to  such  lenders  or to special purpose entities formed to borrow
from such lenders against such receivables) or letters of credit, in each case,
as amended, restated, modified, renewed,  refunded,  replaced  (whether upon or
after termination or otherwise) or refinanced (including by means  of  sales of
debt  securities  to institutional investors) in whole or in part from time  to
time.

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

"Definitive Registered  Note"  means a certificated Note registered in the name
of  the Holder thereof and issued  in  accordance  with  Section  2.06  hereof,
substantially in the form of Exhibit B hereto.

"Depositary" means Euroclear, Clearstream Banking and their respective nominees
and successors, acting through itself or the Common Depositary.

"Designated Senior Indebtedness" means:

(1)   any Indebtedness outstanding under the Senior Facilities;

                                     - 7 -

<PAGE>


(2)   after  the  date  that  both  Senior  Facilities  are  terminated, Senior
      Indebtedness  (as  a  single  class) outstanding under secured  Permitted
      Indebtedness Agreements (as defined  in  the  Security  Trust Agreement);
      provided the principal amount of all such Indebtedness outstanding at the
      relevant time is e25.0 million or more; and

(3)   after the date that the Indebtedness referred to in clause  (2)  of  this
      definition  is  terminated, any other Senior Indebtedness permitted under
      the Indenture the  principal amount of which is e25.0 million or more and
      that  has  been  designated   by   the   Company  as  "Designated  Senior
      Indebtedness."

"Disqualified Stock" means 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, in each case, at the option of the holder of the  Capital Stock),
or  upon  the  happening  of  any  event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock,  in  whole  or  in part, on or prior to the
date   that   is   180  days  after  the  date  on  which  the  Notes   mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely  because  the  holders  of the Capital Stock have the
right  to  require  the  Company  to  repurchase such Capital  Stock  upon  the
occurrence  of  a  change  of control or an  asset  sale  will  not  constitute
Disqualified Stock if the terms  of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07.  The amount of
Disqualified Stock deemed to be outstanding  at  any  time for purposes of this
Indenture  will  be  the  maximum  amount that the Company and  its  Restricted
Subsidiaries may become obligated to  pay  upon the maturity of, or pursuant to
any mandatory redemption provisions of, such  Disqualified  Stock, exclusive of
accrued dividends.

"Dutch  Legend"  means  the  legend set forth in Section 2.06(k)(4),  which  is
required to be placed on all Notes.

"EMU" means economic and monetary  union  as  contemplated  in  the  Treaty  on
European Union.

"Enforcement Action" means:

(1)   in relation to any Indebtedness, any action of any kind to:

      (i)   demand  payment,  declare  prematurely due and payable or otherwise
            seek to accelerate payment of  or make payable on demand all or any
            of that Indebtedness;

      (ii)  recover all or any of that Indebtedness  (including  by  exercising
            any right of set-off, except as required by law);

      (iii) exercise  or  enforce  any  security  in  relation to (or given  in
            support of) all or any part of that Indebtedness  (including  under
            the relevant security documents);

      (iv)  apply  or  petition  for  an  Insolvency  Event  in  relation to an
            obligor; or

      (v)   commence any legal proceedings against the obligor in  relation  to
            that Indebtedness; and

                                     - 8 -

<PAGE>



(2)   in relation to any Hedging Obligations, any action of any kind to declare
      an  "early  termination  date"  under  any  agreement relating thereto or
      demand  payment  of any amount which would become  payable  following  an
      "early termination date";

provided that neither (i)  the  taking  of any action necessary to preserve the
validity and existence of claims, including  the  registration  of  such claims
before  any  court  or  governmental  authority  nor  (ii)  the exercise by the
facility agent or the relevant lenders under the German Senior  Facility of any
right  to  require  the Company or any Guarantor to provide cash collateral  in
respect of any letter of credit issued thereunder, in each case, to ensure that
the exposure of the relevant  lenders  under any applicable facility thereunder
does not exceed the commitments of such  lenders  in  respect  of such facility
shall, in either case, in and of itself, constitute an Enforcement Action.

"Equity  Interests"  means  Capital  Stock and all warrants, options  or  other
rights  to  acquire Capital Stock (but excluding  any  debt  security  that  is
convertible into, or exchangeable for, Capital Stock).

"euro" or "[e]" means the single currency of participating member states of the
EMU.

"Euroclear" means Euroclear  Bank,  S.A./N.V.,  as  operator  of  the Euroclear
system.

"Euro Equivalent" means with respect to any monetary amount in a currency other
than euros, at any time of determination thereof, the amount of euros  obtained
by converting such foreign currency involved in such computation into euros  at
the  spot  rate  for  purchase of euros with the applicable foreign currency as
published in The Wall Street  Journal  in the "Exchange Rates" column under the
heading  "Currency  Trading"  on  the date two  business  days  prior  to  such
determination.

"European Union" means the European  Union, including the countries of Austria,
Belgium, Denmark, France, Finland, Germany, Greece, Ireland, Italy, Luxembourg,
the  Netherlands, Portugal, Spain, Sweden  and  the  United  Kingdom,  but  not
including  any  country  which becomes a member of the European Union after the
Issue Date.

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

"Existing Indebtedness" means  Indebtedness of the Company and its Subsidiaries
(other than Indebtedness under the Senior Facilities) in existence on the Issue
Date, until such amounts are repaid.

"Fair Market Value" means the value that would be paid by a willing buyer to an
unaffiliated  willing  seller  in  a  transaction  not  involving  distress  or
necessity of either party, determined  in  good faith by the Board of Directors
of the Company (unless otherwise provided in the Indenture).

"Final  Discharge  Date"  has  the  meaning  set  forth  in  the  Intercreditor
Agreement.

"Fixed Charge Coverage Ratio" means with respect to  any  specified  Person for
any  period,  the  ratio of the Consolidated Cash Flow of such Person for  such
period to the Fixed  Charges of such Person for such period.  In the event that
the specified Person or  any  of  its  Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases, redeems,  defeases or otherwise discharges any
Indebtedness  (other  than  ordinary  working capital  borrowings)  or

                                - 9 -

<PAGE>


issues,  repurchases or redeems  preferred stock subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated and
on or prior to the date on which the event  for  which the  calculation  of the
Fixed Charge Coverage Ratio is made (the  "Calculation  Date"),  then the Fixed
Charge  Coverage  Ratio  will be  calculated  giving  pro forma  effect to such
incurrence,   assumption,   Guarantee,   repayment,   repurchase,   redemption,
defeasance or other discharge of Indebtedness,  or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom, as if the
same had occurred at the  beginning of the  applicable  four-quarter  reference
period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)   acquisitions  that  have  been made by the specified Person or any of its
      Restricted Subsidiaries, including  through mergers or consolidations, or
      any  Person  or  any  of  its  Restricted Subsidiaries  acquired  by  the
      specified Person or any of its Restricted Subsidiaries, and including any
      related financing transactions and  including  increases  in ownership of
      Restricted  Subsidiaries,  during  the four-quarter reference  period  or
      subsequent to such reference period  and  on  or prior to the Calculation
      Date will be given pro forma effect as if they  had occurred on the first
      day of the four-quarter reference period;

(2)   the  Consolidated Cash Flow attributable to discontinued  operations,  as
      determined  in  accordance  with  IFRS, and operations or businesses (and
      ownership interests therein) disposed  of  prior to the Calculation Date,
      will be excluded;

(3)   the Fixed Charges attributable to discontinued  operations, as determined
      in  accordance  with  IFRS, and operations or businesses  (and  ownership
      interests therein) disposed  of  prior  to  the Calculation Date, will be
      excluded, but only to the extent that the obligations giving rise to such
      Fixed Charges will not be obligations of the  specified  Person or any of
      its Restricted Subsidiaries following the Calculation Date;

(4)   any Person that is a Restricted Subsidiary on the Calculation  Date  will
      be  deemed  to have been a Restricted Subsidiary at all times during such
      four-quarter period;

(5)   any Person that  is  not  a Restricted Subsidiary on the Calculation Date
      will be deemed not to have  been  a  Restricted  Subsidiary  at  any time
      during such four-quarter period; and

(6)   if  any  Indebtedness  bears  a  floating  rate of interest, the interest
      expense on such Indebtedness will be calculated  as if the rate in effect
      on  the  Calculation  Date had been the applicable rate  for  the  entire
      period (taking into account  any  Hedging  Obligation  applicable to such
      Indebtedness if such Hedging Obligation has a remaining  term  as  at the
      Calculation Date in excess of 12 months).

For  purposes  of this definition, whenever pro forma effect is to be given  to
any  transaction   or   calculation   under  this  definition,  the  pro  forma
calculations will be determined in good  faith  by  a  responsible financial or
accounting  officer  of  the  Company  (including  pro forma expense  and  cost
reductions).

"Fixed Charges" means, with respect to any specified Person for any period, the
sum, without duplication, of:

                                    - 10 -

<PAGE>


(1)   the  consolidated  interest  expense of such Person  and  its  Restricted
      Subsidiaries for such period, whether paid or accrued, including, without
      limitation,  amortization  of debt  issuance  costs  and  original  issue
      discount, non-cash interest  payments,  the  interest  component  of  any
      deferred  payment  obligations,  the  interest  component of all payments
      associated with Capital Lease Obligations, imputed  interest with respect
      to Attributable Indebtedness, commissions, discounts  and  other fees and
      charges  incurred  in respect of letter of credit or bankers'  acceptance
      financings, and net  of  the  effect  of  all  payments  made or received
      pursuant  to Hedging Obligations in respect of interest rates;  provided,
      however, that there shall be excluded therefrom any such interest expense
      on pension obligations of such Person and its Restricted Subsidiaries and
      any such interest  expense  on  the antitrust fines existing at the Issue
      Date; plus

(2)   the consolidated interest expense  of  such  Person  and  its  Restricted
      Subsidiaries that was capitalized during such period; plus

(3)   any interest on Indebtedness of another Person that is guaranteed by such
      Person  or  one  of  its Restricted Subsidiaries or secured by a Lien  on
      assets of such Person  or  one of its Restricted Subsidiaries, whether or
      not such Guarantee or Lien is called upon; plus

(4)   the product of all dividends,  whether paid or accrued and whether or not
      in cash, on any series of preferred  stock  of  such Person or any of its
      Restricted Subsidiaries, other than dividends on Equity Interests payable
      solely in Equity Interests of the Company (other than Disqualified Stock)
      or to the Company or a Restricted Subsidiary of the Company,

in each case, determined on a consolidated basis in accordance with IFRS.

"Funding Loan" means the subordinated note proceeds loan, dated the Issue Date,
pursuant to which the Issuer loaned the proceeds from the offering of the Notes
to the Company.

"Funding Loan Pledge" means the pledge of the Funding Loan  entered into by the
Issuer and the Security Agent.

"German Senior  Facility" means that certain credit  agreement,  as amended and
restated as of February 3, 2004,  by and among the Company,  Deutsche  Bank AG,
Dresdner Kleinwort  Wasserstein,  Credit Suisse First Boston  International and
Bayerische Landesbank, as Mandated Lead Arrangers and Deutsche Bank Luxembourg,
S.A. as agent,  providing  for up to [e]227.0  million of revolving  credit and
term loan borrowings, as amended, extended, renewed, restated,  supplemented or
otherwise  modified (in whole or in part, and without  limitation as to amount,
terms,  conditions,  covenants and other provisions) from time to time, and any
agreement   (and  related   document)   governing   Indebtedness   incurred  to
substantially  contemporaneously refinance or otherwise replace, in whole or in
part, the borrowings and commitments then outstanding.

"Global Notes" means, individually and collectively,  each  of  the U.S. Global
Note  and  the  International  Global Note deposited with or on behalf  of  and
registered in the name of the Common  Depositary  or its nominee, substantially
in  the  form  of  Exhibit  A hereto issued in accordance  with  Section  2.01,
2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

"Global Note Legend" means the legend set forth in Section 2.06(k)(3), which is
required to be placed on all Global Notes issued under this Indenture.

                                    - 11 -

<PAGE>


"Government Securities" means  direct obligations of, or obligations guaranteed
by, the Federal Republic of Germany  and  the  payment  of  which  guarantee or
obligations  the  full  faith and credit of the Federal Republic of Germany  is
pledged and which are not  callable  or  redeemable at the option of the Issuer
thereof.

"guarantee"  means  a  guarantee  other  than  by   endorsement  of  negotiable
instruments  for  collection  in  the ordinary course of  business,  direct  or
indirect, in any manner including,  without  limitation,  by way of a pledge of
assets  or  through  letters of credit or reimbursement agreements  in  respect
thereof, of all or any  part  of any Indebtedness (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).

"Guarantee" means the Guarantee by each Guarantor  of  the Issuer's obligations
under this Indenture and the Notes, executed in the form  set  forth as Exhibit
E.

"Guarantors" means each of the Company and the Subsidiary Guarantors.

"Hedging  Obligations"  means,  with  respect  to  any  specified  Person,  the
obligations of such Person under:

(1)   interest  rate  swap agreements (whether from fixed to floating  or  from
      floating to fixed), interest rate cap agreements and interest rate collar
      agreements;

(2)   other agreements  or  arrangements  designed  to manage interest rates or
      interest rate risk; and

(3)   other agreements or arrangements designed to protect against fluctuations
      in currency exchange rates or commodity prices.

"Holder" means a Person in whose name a Note is registered.

"IFRS"  means  the International Financial Reporting Standards,  replacing  the
earlier IAS, or  International  Accounting Standards, as in effect from time to
time.

"Indebtedness" means, with respect to any specified Person, any indebtedness of
such Person (excluding accrued expenses  and  trade  payables),  whether or not
contingent:

(1)   in respect of borrowed money;

(2)   evidenced by bonds, notes, debentures or similar instruments  or  letters
      of credit (or reimbursement agreements in respect thereof);

(3)   in respect of banker's acceptances;

(4)   representing  Capital  Lease Obligations or Attributable Indebtedness  in
      respect of sale and leaseback transactions;

(5)   representing the balance deferred and unpaid of the purchase price of any
      property or services due  more  than  six  months  after such property is
      acquired or such services are completed; or

(6)   representing any Hedging Obligations,


                                    - 12 -
<PAGE>



if and to the extent any of the preceding items (other than  letters of credit,
Attributable Indebtedness and Hedging Obligations) would appear  as a liability
upon a balance sheet of the specified Person prepared in accordance  with IFRS.
In  addition,  the  term  "Indebtedness"  includes  all  Indebtedness of others
secured  by a Lien on any asset of the specified Person (whether  or  not  such
Indebtedness  is  assumed  by  the  specified  Person)  and,  to the extent not
otherwise  included, the guarantee by the specified Person of any  Indebtedness
of any other Person.

"Indenture" means this Indenture, as amended or supplemented from time to time.

"Indirect Participant"  means  a  Person  who  holds a beneficial interest in a
Global Note through a Participant.

"Initial Notes" means the first [e]270 million  aggregate  principal  amount of
Notes issued under this Indenture on the Issue Date.

"Insolvency Event" means:

(1)   with respect  to  the  Issuer or any Guarantor (each, an "Obligor"), such
      Obligor is unable or admits  inability to pay its debts as they fall due,
      suspends making payments on any  of  its debts or, by reason of actual or
      anticipated financial difficulties, commences  negotiations  with  one or
      more   of   its  creditors  with  a  view  to  rescheduling  any  of  its
      Indebtedness,  or  any  other  event  occurs with respect to such Obligor
      which, under the laws of any jurisdiction  to  which  it is subject or in
      which  it  has  assets,  has  a  similar or analogous effect,  and,  more
      particularly, with respect to any  Obligor incorporated under the laws of
      Germany (a "German Obligor"), such German  Obligor  is  unable to pay its
      debts  as  they  fall  due  (Zahlungsunf{a"}higkeit) or is over  indebted
      ({u"}berschuldet), commences  negotiations  with  any  one or more of its
      creditors with a view to the general readjustment or rescheduling  of its
      Indebtedness  or  makes  a  general  assignment  for  the benefit of or a
      composition  with  its creditors or, for any of the reasons  set  out  in
      Sections 17-19 of the  German  Insolvency  Code  (Insolvenzordnung),  any
      German  Obligor  files  for  insolvency  (Antrag  auf  Er{o"}ffnung eines
      Insolvenzverfahrens)  or  the board of directors (Gesch{a"}ftsf{u"}hrung)
      of any German Obligor is required  by  law  to file for insolvency or the
      competent court takes any of the actions set  out  in  Section  21 of the
      German Insolvenzordnung or institutes insolvency proceedings against  any
      German Obligor (Er{o"}ffnung des Insolvenzverfahrens); or

(2)   with  respect  to any Obligor, any corporate action, legal proceedings or
      other procedure or step is taken with respect to such Obligor in relation
      to:

      (i)   the suspension  of  payments,  a  moratorium  of  any Indebtedness,
            winding-up, dissolution, administration or reorganization  (by  way
            of  voluntary  arrangement,  scheme of arrangement or otherwise) of
            such Obligor (other than a solvent liquidation or reorganization);

      (ii)  a composition, assignment or arrangement  with any creditor of such
            Obligor;

      (iii) the appointment of a liquidator (other than in respect of a solvent
            liquidation of such Obligor), receiver, administrator,  provisional
            administrator, administrative receiver, compulsory manager or other
            similar officer in respect of such Obligor or its assets; or

                                    - 13 -

<PAGE>



      (iv)  enforcement  of  any  security  over  any  material  assets of such
            Obligor,

      (v)   or  any  analogous procedure or step taken in any jurisdiction,  in
            each case  under  this  clause  (2),  unless such corporate action,
            legal  proceedings  or  analogous  procedure   or   step  is  fully
            discontinued within fourteen days of its commencement.

"International  Definitive Registered Note" means a Definitive Registered  Note
bearing the Regulation S Legend and the Dutch Legend.

"International Global  Note"  means  the  Global  Note bearing the Regulation S
Legend  and  the  Dutch  Legend that will be issued on  the  Issue  Date  in  a
principal amount equal to the outstanding principal amount of the Notes sold in
reliance on Regulation S.

"International Note" means  an  International  Definitive Registered Note or an
International Global Note, as applicable.

"Intercreditor Agreement" means the Original Intercreditor  Agreement  and  any
other  intercreditor  agreement  entered  into  pursuant  to  the terms of this
Indenture.

"Investments"  means,  with  respect  to  any  Person,  all direct or  indirect
investments by such Person in other Persons (including Affiliates) in the forms
of  loans  (including  guarantees  or other obligations), advances  or  capital
contributions (excluding commission,  travel  and  similar advances to officers
and employees made in the ordinary course of business),  payments made pursuant
to   any   profit   transfer   agreement   (Gewinnabf{u"}hrungsvertrag)   under
{section}{section} 291-307 of the German Stock  Corporation  Act (Aktiengestz),
purchases  or  other  acquisitions  for  consideration of Indebtedness,  Equity
Interests or other securities, together with  all  items  that  are or would be
classified as investments on a balance sheet prepared in accordance  with IFRS.
If the Company or any Subsidiary of the Company sells or otherwise disposes  of
any  Equity  Interests of any direct or indirect Subsidiary of the Company such
that, after giving  effect  to  any such sale or disposition, such Person is no
longer a Subsidiary of the Company,  the Company will be deemed to have made an
Investment on the date of any such sale or disposition equal to the Fair Market
Value of the Company's Investments in  such  Subsidiary  that  were not sold or
disposed  of  in  an  amount  determined as provided in the final paragraph  of
Section 4.07.  Except as otherwise provided in this Indenture, the amount of an
Investment will be determined at  the  time  the Investment is made and without
giving effect to subsequent changes in value.

"Issue Date" means February 9, 2004, the original  date  of the issuance of the
Notes.

"Issuer Permitted Investment" means an Investment by the Issuer in:

(1)   cash and Cash Equivalents;

(2)   stock, obligations or securities received in settlement  of debts created
      in  the  ordinary  course  of  business  and  owing to the Issuer  or  in
      satisfaction of judgments; and

(3)   the Funding Loan.

"Issuer Permitted Liens" means, with respect to the Issuer:

                                    - 14 -

<PAGE>



(1)   Liens  for  taxes, assessments or government charges  or  levies  on  the
      property of the Issuer if the same shall not at the time be delinquent or
      thereafter can  be  paid  without penalty, or are being contested in good
      faith  by  appropriate proceedings  promptly  instituted  and  diligently
      concluded; provided  that any reserve or other appropriate provision that
      shall be required in conformity with IFRS shall have been made therefor;

(2)   Liens  granted to the Trustee  for  its  compensation  pursuant  to  this
      Indenture; and

(3)   Liens created  for  the  benefit  of  (or  to  secure)  the  Notes or the
      Guarantees.

"Issuer  Request"  means a written request or order signed in the name  of  the
Issuer by any Officer of the Issuer and delivered to the relevant Person.

"Issuer Restricted Payment" with respect to the Issuer means:

(1)   any dividend or  distribution  (whether made in cash, securities or other
      property) declared or paid on or  with  respect  to any shares of Capital
      Stock of the Issuer, except for any dividend or distribution that is made
      solely to the Company or any dividend or distribution  payable  solely in
      shares of Capital Stock (other than Disqualified Stock) of the Issuer;

(2)   the purchase, repurchase, redemption, acquisition or retirement for value
      of any Capital Stock of the Issuer or any securities exchangeable  for or
      convertible into any such Capital Stock, including (1) in connection with
      any  merger,  consolidation  or  amalgamation and (2) the exercise of any
      option to exchange any Capital Stock;

(3)   the  purchase,  repurchase, redemption,  acquisition  or  retirement  for
      value, prior to the  date  for  any  scheduled  maturity, sinking fund or
      amortization  or other installment payment, of any  Indebtedness  of  the
      Issuer that is  subordinate or junior in fight of payment to the Notes or
      any guarantee pursuant to a written agreement to that effect; or

(4)   any Investment (other than Issuer Permitted Investments) in any Person.

"Legal  Holiday"  means a  Saturday,  a  Sunday  or  a  day  on  which  banking
institutions are not  required  to  be open in Frankfurt, London, Luxembourg or
the State of New York.  If a payment  date  is  a  Legal  Holiday at a place of
payment, payment may be made at that place on the next succeeding  day  that is
not  a  Legal  Holiday,  and  no  interest shall accrue on such payment for the
intervening period.

"Lien" means, with respect to any asset,  any  mortgage,  lien, pledge, charge,
security interest or encumbrance of any kind in respect of  such asset, whether
or not filed, recorded or otherwise perfected under applicable  law,  including
any  conditional  sale  or  other  title  retention agreement, any lease in the
nature  thereof, any option or other agreement  to  sell  or  give  a  security
interest  in  and  any  filing  of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

"Majority  Senior Lenders" has the  meaning  set  forth  in  the  Intercreditor
Agreement.

"Moody's" means Moody's Investors Service, Inc.

                                    - 15 -

<PAGE>



"Net Income" means, with respect to any specified Person, the net income (loss)
of such Person,  determined in accordance with IFRS and before any reduction in
respect of preferred stock dividends, excluding, however:

(1)   any after tax  gain  or  loss  realized in connection with: (a) any Asset
      Sale; or (b) extinguishment of any  Indebtedness of such Person or any of
      its Restricted Subsidiaries; and

(2)   any net after tax extraordinary gain or loss.

"Net Proceeds" means the aggregate cash proceeds received by the Company or any
of its Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation,  any  cash  received upon the sale  or  other  disposition  of  any
non-cash consideration received  in  any  Asset  Sale), net of the direct costs
relating to such Asset Sale, including, without limitation,  legal,  accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred  as  a result of the Asset Sale, taxes paid or payable as a result  of
the Asset Sale,  in  each  case,  after  taking  into account any available tax
credits  or deductions and any tax sharing arrangements  and  any  reserve  for
adjustment  in respect of the sale price of such asset or assets established in
accordance with IFRS.

"Non-Recourse Indebtedness" means Indebtedness:

(1)   as to which  none  of  the  Issuer, the Company nor any of its Restricted
      Subsidiaries (a) provides credit  support  of  any  kind  (including  any
      undertaking, agreement or instrument that would constitute Indebtedness),
      (b)  is directly or indirectly liable as a guarantor or otherwise, or (c)
      constitutes the lender;

(2)   no default  with  respect to which (including any rights that the holders
      of the Indebtedness  may  have  to  take  Enforcement  Action  against an
      Unrestricted Subsidiary) would permit upon notice, lapse of time  or both
      any holder of any other Indebtedness of the Issuer, the Company or any of
      its   Restricted   Subsidiaries  to  declare  a  default  on  such  other
      Indebtedness or cause  the  payment of the Indebtedness to be accelerated
      or payable prior to its Stated Maturity; and

(3)   as to which the lenders have  been notified in writing that they will not
      have any recourse to the stock  or  assets  of the Issuer, the Company or
      any of its Restricted Subsidiaries.

"Non-U.S. Person" means a Person who is not a U.S. Person.

"Note Security Agent" means The Bank of New York or  any  other  note  security
agent under the Security Documents.

"Notes"  has  the  meaning  assigned  to  it in the preamble to this Indenture.
Unless  the  context otherwise requires, all  references  to  the  Notes  shall
include the Initial Notes and any Additional Notes.

"Obligations" means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages, Additional Amounts and other liabilities payable under
the documentation governing any Indebtedness.

                                    - 16 -

<PAGE>



"Original Intercreditor  Agreement"  means  the  intercreditor agreement, dated
February 9, 2004, among the agents under the German  Senior  Facility  and  the
U.S. Senior Facility, the Trustee, the Convertible Trustee, the Security Agent,
the Issuer, the Guarantors and others and attached hereto as Exhibit G.

"Officer"  means,  with  respect  to any Person, the Chairman of the Board, the
Chief Executive Officer, the President,  the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant  Treasurer, the Controller, the
Secretary or any Vice-President of such Person (whether acting in such capacity
or pursuant to power of attorney).

"Officers' Certificate" means a certificate signed  on behalf of the Company by
two  Officers  of  the  Company,  one of whom must be the  principal  executive
officer,  the  principal financial officer,  the  treasurer  or  the  principal
accounting officer  of the Issuer, that meets the requirements of Section 13.03
hereof.

"Opinion of Counsel"  means  an  opinion  from  legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.03 hereof.
The counsel may be an employee of or counsel to the  Company, any Subsidiary of
the Company or the Trustee.

"Participant"  means,  with  respect to the Depositary, a  Person  who  has  an
account with the Depositary.

"Permitted Business" means any  business in which the Company or its Restricted
Subsidiaries  was  engaged on the date  of  this  Indenture  and  any  business
related, ancillary or complementary to any such business.

"Permitted Investments" means:

(1)   any Investment  in  the  Company  or  in  a  Restricted Subsidiary of the
      Company;

(2)   any Investment in Cash Equivalents;

(3)   any Investment by the Company or any Restricted Subsidiary of the Company
      in a Person, if as a result of such Investment:

(a)   such Person becomes a Restricted Subsidiary of the Company; or

(b)   such  Person  is merged, consolidated or amalgamated  with  or  into,  or
      transfers or conveys substantially all of its assets to, or is liquidated
      into, the Company or a Restricted Subsidiary of the Company;

(4)   any Investment  made as a result of the receipt of non-cash consideration
      from an Asset Sale  that  was  made  pursuant  to  and in compliance with
      Section 4.10;

(5)   any  acquisition of assets or Capital Stock solely in  exchange  for  the
      issuance  of  Equity  Interests  (other  than  Disqualified Stock) of the
      Company;

(6)   any Investments received in compromise or resolution  of  (A) obligations
      of trade creditors or customers that were incurred in the ordinary course
      of  business  of  the  Company  or  any  of  its Restricted Subsidiaries,
      including pursuant to any plan of

                                    - 17 -
<PAGE>


      reorganization  or similar  arrangement upon the bankruptcy or insolvency
      of any trade  creditor or customer;  or (B)  litigation,  arbitration  or
      other disputes;

(7)   Investments represented by Hedging Obligations;

(8)   commission,  payroll,  travel and similar advances to cover matters  that
      are expected at the time  of  such  advances to be treated as expenses in
      accordance with IFRS;

(9)   loans or advances to employees made in the ordinary course of business of
      the Company or the  Restricted  Subsidiary of the Company in an aggregate
      principal   amount  not  to  exceed  [e]5.0   million  at  any  one  time
      outstanding;

(10)  repurchases of the Notes;

(11)  Indebtedness  of the Company or a Restricted Subsidiary  described  under
      clauses (6), (7) and (9) of the definition of Permitted Indebtedness;

(12)  Investments resulting  from  the  disposition  of  assets in transactions
      excluded from the definition of "Asset Sale" pursuant  to  clause  (6) of
      the exclusions from such definition; and

(13)  Investments  in joint ventures not to exceed e10.0 million per annum  and
      when taken together  with  all  investments  made pursuant to this clause
      (13) not to exceed *50.0 million.

"Permitted Junior Securities" means:

(1)   Equity Interests in the Company or any Subsidiary Guarantor; or

(2)   debt securities that are subordinated to all Senior  Indebtedness and any
      debt   securities   issued   in  exchange  for  Senior  Indebtedness   to
      substantially the same extent  as,  or  to  a  greater  extent  than, the
      Guarantees are subordinated to Senior Indebtedness under this Indenture.

"Permitted Liens" means:

(1)   Liens  on  assets  of  the  Company or any Restricted Subsidiary securing
      Senior Indebtedness that was  permitted by the terms of this Indenture to
      be incurred;

(2)   Liens in favor of the Company or any Restricted Subsidiary;

(3)   Liens on property of a Person existing  at the time such Person is merged
      with or into or consolidated with the Company  or  any  Subsidiary of the
      Company;  provided  that  such  Liens  were  in  existence prior  to  the
      contemplation of such merger or consolidation and  do  not  extend to any
      assets  other  than those of the Person merged into or consolidated  with
      the Company or the Subsidiary;

(4)   Liens on property  (including  Capital  Stock)  existing  at  the time of
      acquisition  of  the  property  by  the Company or any Subsidiary of  the
      Company;  provided  that such Liens were  in  existence  prior  to,  such
      acquisition, and not incurred in contemplation of, such acquisition;

                                    - 18 -

<PAGE>



(5)   Liens  to secure the performance  of  statutory  obligations,  surety  or
      appeal bonds,  performance  bonds  or  other obligations of a like nature
      incurred in the ordinary course of business;

(6)   Liens  to  secure  Indebtedness  (including  Capital  Lease  Obligations)
      permitted by clause (4) of the second  paragraph of Section 4.09 covering
      only the assets acquired with or financed by such Indebtedness;

(7)   Liens existing on the date of this Indenture;

(8)   Liens for taxes, assessments or governmental  charges  or claims that are
      not  yet  delinquent  or  that  are  being  contested  in  good faith  by
      appropriate  proceedings  promptly  instituted  and diligently concluded;
      provided that any reserve or other appropriate provision  as  is required
      in conformity with IFRS has been made therefor;

(9)   Liens  imposed by law, such as carriers', warehousemen's, landlord's  and
      mechanics'  Liens,  in  each  case,  incurred  in  the ordinary course of
      business;

(10)  survey exceptions, easements or reservations of, or rights of others for,
      licenses, rights-of-way, sewers, electric lines, telegraph  and telephone
      lines and other similar purposes, or zoning or other restrictions  as  to
      the  use  of  real  property  that  were  not incurred in connection with
      Indebtedness and that do not in the aggregate materially adversely affect
      the  value  of said properties or materially  impair  their  use  in  the
      operation of the business of such Person;

(11)  Liens created  for  the  benefit  of  (or to secure) the Notes, including
      Additional Notes (or the Guarantees, including  Guarantees  of Additional
      Notes);

(12)  Liens  to secure any Permitted Refinancing Indebtedness permitted  to  be
      incurred under this Indenture; provided, however, that:

      (a)   the  new  Lien shall be limited to all or part of the same property
            and assets  that  secured or, under the written agreements pursuant
            to which the original  Lien  arose,  could secure the original Lien
            (plus improvements and accessions to,  such property or proceeds or
            distributions thereof); and

      (b)   the Indebtedness secured by the new Lien  is  not  increased to any
            amount  greater  than  the  sum  of  (x)  the outstanding principal
            amount,  or,  if  greater,  committed  amount,  of   the  Permitted
            Referencing  Indebtedness  and (y) an amount necessary to  pay  any
            fees and expenses, including  premiums,  related  to  such renewal,
            refunding, refinancing, replacement, defeasance or discharge;

(13)  pledges  or  deposits  by  such  Person under workers compensation  laws,
      unemployment  insurance  laws  or  similar  legislation,  or  good  faith
      deposits in connection with bids, tenders,  contracts (other than for the
      payment of Indebtedness) or leases to which such  Person  is  a party, or
      deposits  to  secure  public  or statutory obligations of such Person  or
      deposits of cash or government  bonds to secure surety or appeal bonds to
      which such Person is a party, or deposits as security for contested taxes
      or import duties or for the payment of rent, in each case incurred in the
      ordinary course of business;

                                    - 19 -

<PAGE>



(14)  Liens securing Hedging Obligations entered into in the ordinary course of
      business so long as such Hedging  Obligations relate to Indebtedness that
      is, and is permitted to be under this Indenture, secured by a Lien on the
      same property securing such Hedging Obligations;

(15)  Liens securing the Convertible Bonds  that are pari passu and pro rata to
      the Liens securing the Notes and are created  pursuant and subject to the
      Convertible Trust Deed (or on terms substantially  the  same as those set
      forth in the Convertible Trust Deed);

(16)  Any  interest  or  title  of a lessor under any Capital Lease  Obligation
      permitted to be incurred under this Indenture; and

(17)  Liens incurred in the ordinary  course  of business of the Company or any
      Restricted Subsidiary of the Company with  respect to obligations that do
      not exceed *5.0 million at any one time outstanding.

"Permitted Refinancing Indebtedness" means any Indebtedness  of the Issuer, the
Company or any of its Restricted Subsidiaries issued in exchange  for,  or  the
net proceeds of which are used to renew, refund, refinance, replace, defease or
discharge  other  Indebtedness  of  the  Issuer,  the  Company  or  any  of its
Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)   the principal amount (or accreted value, if applicable) of such Permitted
      Refinancing  Indebtedness  does  not  exceed  the  principal  amount  (or
      accreted  value,  if  applicable)  of the Indebtedness renewed, refunded,
      refinanced, replaced, defeased or discharged  (plus  all accrued interest
      on  the  Indebtedness and the amount of all fees and expenses,  including
      premiums, incurred in connection therewith);

(2)   such Permitted  Refinancing  Indebtedness has a final maturity date later
      than the final maturity date of,  and  has  a  Weighted  Average  Life to
      Maturity  equal  to or greater than the Weighted Average Life to Maturity
      of,  the Indebtedness  being  renewed,  refunded,  refinanced,  replaced,
      defeased or discharged;

(3)   if  the  Indebtedness  being  renewed,  refunded,  refinanced,  replaced,
      defeased  or discharged is subordinated in right of payment to the Notes,
      such Permitted  Refinancing  Indebtedness has a final maturity date later
      than  the  final  maturity  date  of  the  Indebtedness  being  refunded,
      refinanced,  replaced, defeased or discharged,  and  is  subordinated  in
      right of payment  to,  the  Notes  on  terms at least as favorable to the
      Holders of Notes as those contained in the  documentation  governing  the
      Indebtedness  being  renewed, refunded, refinanced, replaced, defeased or
      discharged; and

(4)   such Indebtedness is incurred either by the Issuer, the Company or by the
      Restricted Subsidiary  who  is  the  obligor  on  the  Indebtedness being
      renewed, refunded, refinanced, replaced, defeased or discharged.

"Person"  means  any  individual,  corporation,  partnership,  joint   venture,
association,  joint-stock  company, trust, unincorporated organization, limited
liability company or government or other entity.

"Pledged Entities" means each  of  SGL  CARBON  GmbH (Germany), SGL ACOTEC GmbH
(Germany), SGL CARBON GmbH & Co. KG (Austria), SGL  ACOTEC S.A.S. (France), SGL

                                     - 20 -

<PAGE>


CARBON  S.p.A.  (Italy),  SGL  CARBON  S.A.  (Spain),  SGL CARBON  Polska  S.A.
(Poland), SGL CARBON LLC (Nevada) and SGL Technic Inc. (California).

"Pledging  Entities"  means the direct parent company of each  of  the  Pledged
Entities.

"Public Equity Offering"  means  an offer and sale of Capital Stock (other than
Disqualified Stock) of the Company  other  than such an offer and sale pursuant
to  a  registration  statement  on  Form S-8 or otherwise  relating  to  equity
securities issuable under any employee benefit plan of the Company.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Regular Interest Payment Date" means February 1 and August 1 of each year.

"Regulation S" means Regulation S promulgated under the Securities Act.

"Regulation S Legend" means the legend set forth in Section 2.06(k)(2) hereof.

"Representative" means the Trustee or  any trustee, agent or representative for
any Senior Indebtedness.

"Responsible Officer," when used with respect to the Trustee, means any officer
within the Corporate Trust Administration  of  the  Trustee  (or  any successor
group  of  the  Trustee)  or  any  other  officer  of  the  Trustee customarily
performing functions similar to those performed by any of the  above designated
officers and also means, with respect to a particular corporate  trust  matter,
any  other officer to whom such matter is referred because of his knowledge  of
and familiarity with the particular subject.

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Subsidiary" of a Person means any Subsidiary of the referent Person
that is not an Unrestricted Subsidiary.

"Rule 144" means Rule 144 promulgated under the Securities Act.

"Rule 144A" means Rule 144A promulgated under the Securities Act.

"Rule 903" means Rule 903 promulgated under the Securities Act.

"Rule 904" means Rule 904 promulgated under the Securities Act.

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

"Securities Act" means the U.S. Securities Act of 1933, as amended.

"Security  Agent" means The Bank of New York, in its capacity as Security Agent
hereunder and under the Security Documents.

"Security Trust  Agreement"  means  that  certain  agreement to be entered into
among the Company, the agents for the lenders under  the Senior Facilities, the
Trustee and the trustee for the holders of the Convertible Bonds, among others,
in respect of security provided for the

                                    - 21 -

<PAGE>


Senior Facilities and certain ancillary Indebtedness and, in respect of certain
security,  the Notes and the Convertible  Bonds, and attached hereto as Exhibit
H.

"Security Documents" means the Share Pledges and the Funding  Loan  Pledge  and
any  other agreement creating a Lien in favor of the Trustee and/or the Holders
of the Notes and, if applicable, the holders of the Convertible Bonds.

"Senior  Declared  Default"  means  any Designated Senior Indebtedness has been
declared to be prematurely due and payable or payable on demand (and demand has
been  made)  by  reason of an event of default  under  such  Designated  Senior
Indebtedness.

"Senior Default" has the meaning set forth in the Intercreditor Agreement.

"Senior Discharge  Date"  has  the  meaning  set  forth  in  the  Intercreditor
Agreement.

"Senior  Facilities"  means  the  U.S.  Senior  Facility  and the German Senior
Facility.

"Senior Indebtedness" means:

(1)   all  Indebtedness of the Company or any Subsidiary Guarantor  outstanding
      under  the  Senior  Facilities  and  all Hedging Obligations with respect
      thereto;

(2)   any  other  Indebtedness  of  the Company  or  any  Subsidiary  Guarantor
      permitted to be incurred under  the  terms  of this Indenture, unless the
      instrument under which such Indebtedness is incurred  expressly  provides
      that  it  is on a parity with or subordinated in right of payment to  any
      Guarantee; and

(3)   all Obligations with respect to the items listed in the preceding clauses
      (1) and (2)  (including  interest  accruing  after  an Insolvency Events,
      whether allowed or allowable in any proceeding related thereto).

Notwithstanding anything to the contrary in the preceding,  Senior Indebtedness
will not include:

(1)   any liability for federal, state, local or other taxes  owed  or owing by
      the Company or any Subsidiary Guarantor;

(2)   any  intercompany  Indebtedness of the Company or any of its Subsidiaries
      to the Company or any of its Affiliates;

(3)   any trade payables;

(4)   Indebtedness under the Funding Loan;

(5)   Indebtedness under the Convertible Bonds or the guarantees thereof;

(6)   the portion of any Indebtedness  that  is  incurred  in violation of this
      Indenture; or

(7)   Indebtedness which is classified as non-recourse in accordance  with IFRS
      or  any  unsecured  claim  arising  in  respect  thereof by reason of the
      application of section 1111(b)(1) of the Bankruptcy Code.

"Senior  Payment  Default"  has the  meaning  set  forth  in the  Intercreditor
Agreement.

                                    - 22 -

<PAGE>



"Share Pledges" means each of the second-ranking pledges  of  the Capital Stock
of  the Subsidiary Guarantors, SGL CARBON Polska S.A. and any other  Subsidiary
of the  Company  created  pursuant  hereto,  in  each  case,  for the direct or
indirect benefit of the Holders of the Notes.

"Significant  Subsidiary"  means  any  Subsidiary  that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation  S-X,  promulgated
pursuant to the Securities Act, as such Regulation is in effect on the  date of
this Indenture.

"S&P" means Standard & Poor's Ratings Group.

"Stated  Maturity"  means,  with  respect  to  any  installment  of interest or
principal  on  any  series  of  Indebtedness, the date on which the payment  of
interest or principal was scheduled  to  be paid in the documentation governing
such Indebtedness as of the date of this Indenture,  and  will  not include any
contingent  obligations  to  repay,  redeem or repurchase any such interest  or
principal prior to the date originally scheduled for the payment thereof.

"Subsidiary"  means,  with respect to any  specified  Person,  other  than  the
Issuer:

(1)   any corporation,  association or other business entity of which more than
      50%  of the total voting  power  of  shares  of  Capital  Stock  entitled
      (without  regard  to  the  occurrence of any contingency and after giving
      effect  to  any  voting  agreement   or   stockholders'   agreement  that
      effectively transfers voting power) to vote in the election of directors,
      managers  or  trustees of the corporation, association or other  business
      entity is at the  time  owned  or  controlled, directly or indirectly, by
      that Person or one or more of the other Subsidiaries of that Person (or a
      combination thereof); and

(2)   any partnership (a) the sole general  partner  or  the  managing  general
      partner of which is such Person or a Subsidiary of such Person or (b) the
      only   general  partners  of  which  are  that  Person  or  one  or  more
      Subsidiaries of that Person (or any combination thereof).

"Subsidiary Guarantees" means the Guarantees provided by each of the Subsidiary
Guarantors.

"Subsidiary Guarantors" means each of:

(1)   SGL CARBON  GmbH  (Germany), SGL ACOTEC GmbH (Germany), SGL CARBON GmbH &
      Co KG (Austria), SGL ACOTEC S.A. (France), SGL CARBON S.p.A. (Italy), SGL
      CARBON S.A. (Spain),  SGL  CARBON  LLC  (Nevada)  and  SGL  Technic  Inc.
      (California); and

(2)   any  other  Subsidiary  of  the  Company  that  executes  a  Guarantee in
      accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the  Guarantee
of  such  Person  has  been  released in accordance with the provisions of this
Indenture.

"TIA"  means the U.S. Trust Indenture  Act  of  1939,  as  amended  (15  U.S.C.
{section}{section} 77aaa-77bbbb).

"Trustee"  means  The  Bank  of New York, in its capacity as trustee hereunder,
until a successor replaces it  in  accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder.

                                    - 23 -

<PAGE>


"Unrestricted Definitive Registered  Note"  means  a Definitive Registered Note
that  does  not  bear  and  is  not  required to bear the 144A  Legend  of  the
Regulation S Legend but which, in any event, bears the Dutch Legend.

"Unrestricted Subsidiary" means any Subsidiary  of the Company or any successor
to any of them) that is designated by the Board of  Directors of the Company as
an Unrestricted Subsidiary pursuant to a resolution of  the Board of Directors,
but only to the extent that such Subsidiary:

(1)   has no Indebtedness other than Non-Recourse Indebtedness,  unless  at the
      time  of such designation or subsequently, the aggregate principal amount
      of such  Indebtedness  that is not Non-Recourse Indebtedness is deemed to
      be a Restricted Investment made in accordance with Section 4.07;

(2)   except as permitted by Section  4.11,  is  not  party  to  any agreement,
      contract, arrangement or understanding with the Company or any Restricted
      Subsidiary  of  the  Company  unless  the  terms  of  any such agreement,
      contract,  arrangement  or  understanding  are no less favorable  to  the
      Company or such Restricted Subsidiary than those  that  might be obtained
      at the time from Persons who are not Affiliates of the Company;

(3)   is  a  Person with respect to which neither the Company nor  any  of  its
      Restricted  Subsidiaries  has  any  direct  or indirect obligation (a) to
      subscribe for additional Equity Interests or  (b) to maintain or preserve
      such Person's financial condition or to cause such  Person to achieve any
      specified levels of operating results; and

(4)   has  not guaranteed or otherwise directly or indirectly  provided  credit
      support  for  any  Indebtedness  of  the Company or any of its Restricted
      Subsidiaries.

"U.S. GAAP" means generally accepted accounting  principles  set  forth  in the
opinions  and pronouncements of the Accounting Principles Board of the American
Institute of  Certified Public Accountants and statements and pronouncements of
the Financial Accounting  Standards  Board  or in such other statements by such
other entity as have been approved by a significant  segment  of the accounting
profession, which are in effect from time to time.

"U.S. Global Note" means the Global Note bearing the 144A Legend  and the Dutch
Legend, and deposited with or on behalf of, and registered in the name  of, the
Depositary  or  its nominee that represent the outstanding principal amount  of
the Notes acquired in reliance on Rule 144A.

"U.S. Note" means  a  144A Definitive Registered Note or a U.S. Global Note, as
applicable.

"U.S. Person" means a U.S.  Person  as defined in Rule 902(k) promulgated under
the Securities Act.

"U.S. Senior Facility" means that certain  Credit  Agreement, dated February 3,
2003, by and among the Company and Credit Suisse First Boston, providing for up
to  $116.0 million of revolving credit and term loan  borrowings,  as  amended,
extended, renewed, restated, supplemented or otherwise modified (in whole or in
part,  and  without  limitation  as to amount, terms, conditions, covenants and
other provisions) from time to time,  and  any agreement (and related document)
governing Indebtedness incurred to substantially contemporaneously

                                     - 24 -

<PAGE>


refinance  or  otherwise  replace,  in  whole or in part,  the  borrowings  and
commitments then outstanding.

"Voting  Stock"  of any specified Person as of any date means the Capital Stock
of such Person that  is  at  the  time  entitled to vote in the election of the
Board of Directors of such Person.

"Weighted Average Life to Maturity" means,  when applied to any Indebtedness at
any date, the number of years obtained by dividing:

(1)   the sum of the products obtained by multiplying  (a)  the  amount of each
      then  remaining  installment,  sinking  fund,  serial  maturity or  other
      required payments of principal, including payment at final  maturity,  in
      respect  of  the  Indebtedness, by (b) the number of years (calculated to
      the nearest one-twelfth)  that  will  elapse  between  such  date and the
      making of such payment; by

(2)   the then outstanding principal amount of such Indebtedness.

"Wholly-Owned Restricted Subsidiary" of any specified Person means a Subsidiary
of  such  Person  all  of  the  outstanding  Capital  Stock  or other ownership
interests of which (other than directors' qualifying shares) will  at  the time
be  owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries
of such Person.

SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                          Defined in
<S>                                                        <C>
Term                                                       Section
"Additional Notes"........................................  2.16
"Affiliate Transaction"...................................  4.11
"Asset Sale Offer"........................................  3.09
"Authentication Order"....................................  2.02
"Book-Entry Agent"........................................  2.03
"Change of Control Offer".................................  4.15
"Covenant Defeasance".....................................  8.03
"Event of Default"........................................  6.01
"Excess Proceeds".........................................  4.10
"incur"...................................................  4.09
"Legal Defeasance"........................................  8.02
"Offer Amount"............................................  3.09
"Offer Period"............................................  3.09
"Paying Agent"............................................  2.03
"Permitted Indebtedness"..................................  4.09
"Payment Blockage Notice"................................. 11.02
"Payment Default".........................................  6.01
"Purchase Date"...........................................  3.09
"Registrar"...............................................  2.03
"Relevant Taxing Jurisdiction"............................  4.22
"Restricted Payments".....................................  4.07
"Tax Redemption Date" ....................................  3.10
</TABLE>

                                    - 25 -

<PAGE>


SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever  this  Indenture  refers  to  a provision of the TIA, the provision is
incorporated by reference in and made a  part  of  this  Indenture  as  if this
Indenture was required to be qualified under the TIA.

The following TIA terms used in this Indenture have the following meanings:

(1)   "indenture securities" means the Notes;

(2)   "indenture security Holder" means a Holder of a Note;

(3)   "indenture to be qualified" means this Indenture;

(4)   "indenture trustee" or "institutional trustee" means the Trustee; and

(5)   "obligor"  on  the  Notes  and  the  Guarantees  means the Issuer and the
      Guarantors, respectively, and any successor obligor  upon  the  Notes and
      the Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined  by
TIA  reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.

SECTION 1.04 Rules of Construction.

Unless the context otherwise requires:

(1)   a term has the meaning assigned to it;

(2)   an  accounting  term not otherwise defined has the meaning assigned to it
      in accordance with IFRS;

(3)   "or" is not exclusive;

(4)   words in the singular  include  the plural, and in the plural include the
      singular;

(5)   "will" shall be interpreted to express a command;

(6)   provisions apply to successive events and transactions;

(7)   references to sections of or rules  under  the  Securities  Act  will  be
      deemed  to include substitute, replacement of successor sections or rules
      adopted by the SEC from time to time; and

(8)   unless otherwise  indicated,  references  to any agreement, instrument or
      deed are references to such agreement, instrument  or  deed  as  amended,
      supplemented,  restated  or  otherwise  modified  in accordance with this
      Indenture.

                                    - 26 -

<PAGE>



                                   ARTICLE 2

                                   THE NOTES

SECTION 2.01 Form and Dating.

(a)   Global Notes.  Notes offered and sold in reliance on  Rule 144A  shall be
      issued initially in the form of a U.S. Global Note, duly executed  by the
      Issuer,  endorsed  by each Guarantor and authenticated by the Trustee  as
      hereinafter provided.  Notes offered and sold in reliance on Regulation S
      shall be issued initially  in  the form of the International Global Note,
      duly executed by the Issuer, endorsed by each Guarantor and authenticated
      by the Trustee as hereinafter provided.

      Each Global Note shall represent  such  of the outstanding Notes as shall
      be specified therein and each shall provide  that  it shall represent the
      aggregate  principal  amount  of  outstanding  Notes from  time  to  time
      endorsed thereon and that the aggregate principal  amount  of outstanding
      Notes represented thereby may from time to time be reduced or  increased,
      as  appropriate,  by  the  Registrar or the Trustee to reflect exchanges,
      repurchases,  redemptions  and   transfers   of   interests  therein,  in
      accordance with the terms of this Indenture.

      The terms and provisions contained in the Notes will  constitute, and are
      hereby  expressly  made,  a  part of this Indenture and the  Issuer,  the
      Guarantors, the Trustee and the  Security  Agent,  by their execution and
      delivery of this Indenture, expressly agree to such  terms and provisions
      and  to  be bound thereby.  However, to the extent any provision  of  any
      Note or any  Guarantee  conflicts  with  the  express  provisions of this
      Indenture,  the  provisions  of  this  Indenture  shall  govern   and  be
      controlling.

      Ownership   of   interests  in  the  Global  Notes  will  be  limited  to
      Participants and Indirect  Participants.   Book-Entry  Interests  in  the
      Global  Notes  will  be  shown on, and transfers thereof will be effected
      only through, records maintained in book-entry form by the Depositary and
      its  Participants.  The Applicable  Procedures  shall  be  applicable  to
      Book-Entry Interests in Global Notes.

      Except  as  set  forth in Section 2.06(a) hereof, the Global Notes may be
      transferred, in whole  and  not in part, only to a nominee or a successor
      of the Depositary or the Common Depositary.

(b)   Definitive Registered Notes.   Definitive  Registered  Notes  issued upon
      transfer of a Book-Entry Interest or a Definitive Registered Note,  or in
      exchange for a Book-Entry Interest or a Definitive Registered Note, shall
      be issued in accordance with this Indenture.

(c)   Book-Entry  Provisions.   Neither  Participants nor Indirect Participants
      shall have any rights either under this  Indenture  or  under  any Global
      Note  held  on  their  behalf  by  the  Depositary.   Notwithstanding the
      foregoing,  nothing herein shall prevent the Issuer, any  Guarantor,  the
      Trustee or any  Agent  from  giving  effect to any written certification,
      proxy or other authorization furnished  by  the  Depositary or impair, as
      between the Depositary and its Participants, the operation  of  customary
      practices of such Depositary governing the exercise of the rights  of  an
      owner of a Book-Entry Interest in any Global Note.

                                    - 27 -

<PAGE>



(d)   Note Forms. The Global Notes and the Definitive Registered Notes shall be
      issuable only in registered form,  substantially in the form set forth as
      Exhibit A and Exhibit B hereto,  respectively.  The Notes shall be issued
      without coupons and only in denominations of [e]1,000 principal amount or
      any integral multiple thereof.

(e)   Dating.  Each Note shall be dated the date of its authentication.

SECTION 2.02 Execution and Authentication.

(a)   Two Officers of the Issuer shall execute  the  Notes  on  behalf  of  the
      Issuer  by manual or facsimile signature.  The Issuer's seal may but need
      not be impressed, affixed, imprinted or reproduced on the Notes.

(b)   If an Officer whose signature is on a Note no longer holds that office at
      the time  the  Note  is authenticated or at any time thereafter, the Note
      shall be valid nevertheless.

(c)   A Note shall not be valid  until  an  authorized signatory of the Trustee
      manually  signs  the certificate of authentication  on  the  Note.   Such
      signature  shall  be   conclusive   evidence   that  the  Note  has  been
      authenticated under this Indenture.

(d)   The Trustee  shall  authenticate  Notes on the Issue Date in an aggregate
      principal amount of [e]270.0  million,  upon receipt of an Issuer Request
      signed  by  two  Officers  of  the  Issuer   directing   the  Trustee  to
      authenticate  the Notes and certifying  that all conditions  precedent to
      the issuance of the Notes  contained  herein have been  complied with (an
      "Authentication  Order"). The Trustee shall authenticate Additional Notes
      upon receipt of an Authentication Order relating thereto.

(e)   The Trustee  may appoint an authenticating agent acceptable to the Issuer
      to authenticate  Notes.  Unless limited by the terms of such appointment,
      an authenticating  agent  may authenticate Notes whenever the Trustee may
      do so.  Each reference in this Indenture to authentication by the Trustee
      includes authentication by  such  agent.  Such authenticating agent shall
      have the same rights as the Trustee  in  any  dealings hereunder with the
      Issuer or with any of the Issuer's Affiliates.

SECTION 2.03 Appointment of Agents.

(a)   The  Issuer  will  maintain one or more paying agents  (each,  a  "Paying
      Agent") for the Notes  in  each  of (i) the Borough of Manhattan, City of
      New York (the "Principal Paying Agent"),  (ii)  the City of London, (iii)
      when  and  for  so long as the Notes are listed on the  Luxembourg  Stock
      Exchange, Luxembourg  and  (iv)  any  other location required by the last
      sentence of this clause 2.03(a).  The Issuer  shall  also maintain (i) an
      office or agency where notices and demands to or upon  the  Issuer and/or
      any Guarantors in respect of the Notes, the Guarantee and this  Indenture
      may  be  served  and  (ii) an office or agency in the location where  the
      Common Depositary holds  the  Global  Notes where annotation of increases
      and  decreases  of the principal amount of  Global  Notes  will  be  made
      ("Book-Entry Agent").  The Issuer will use its best efforts to maintain a
      Paying Agent in a  member  state  of  the European Union that will not be
      obliged  to  withhold  or  deduct  tax pursuant  to  the  European  Union
      Directive adopted by the ECOFIN Council  on  June 3, 2003 on the taxation
      of savings or any law implementing or complying  with,  or  introduced to
      conform to, such Directive.

                                    - 28 -

<PAGE>



(b)   The  Issuer will maintain a registrar (each, a "Registrar") with  offices
      in each  of (i) the Borough of Manhattan, City of New York, (ii) the City
      of London and (iii) for so long as the Notes are listed on the Luxembourg
      Stock Exchange,  in  Luxembourg.  The Registrars will maintain a register
      (the "Register") reflecting  ownership  of Notes outstanding from time to
      time and will make payments on and facilitate transfer of Notes on behalf
      of the Company.

(c)   The Issuer may change the Paying Agents or  the  Registrars without prior
      notice to the Holders.  So long as the Notes are listed on the Luxembourg
      Stock Exchange, notice of a change of Paying Agent  or  Registrar will be
      published in a newspaper having a general circulation in Luxembourg.

(d)   The  Issuer  hereby  appoints The Bank of New York at One Canada  Square,
      48th Floor, London E14  5AL as Paying Agent and Registrar with respect to
      the Notes, and The Bank of New York hereby accepts such appointment.  The
      Issuer hereby appoints The  Bank of New York at 101 Barclay Street, Floor
      21 West, New York, NY 10286 as  Principal Paying Agent and Registrar, and
      The Bank of New York hereby accepts such appointment.

(e)   The  Issuer  may  appoint  one or more  co-Registrars  and  one  or  more
      additional Paying Agents and  the  terms  "Registrar"  and "Paying Agent"
      shall  include  any  such  additional  co-Registrar or Paying  Agent,  as
      applicable;  provided, however, that in no  event  may  the  Issuer,  any
      Guarantor or any of their Affiliates act as Paying Agent.

(f)   The Issuer shall  notify the Trustee of the name and address of any Agent
      appointed after the  date  of  this  Indenture.   If  the Issuer fails to
      maintain  the Registrar or Paying Agent, or fails to give  the  foregoing
      notice,  the  Trustee  shall  act  as  such  and  shall  be  entitled  to
      appropriate compensation in accordance with Section 7.07 hereof.

(g)   The Issuer  will  enter into a paying agency agreement with the Principal
      Paying Agent.

SECTION 2.04 Paying Agents to Hold Money in Trust.

Each Paying Agent shall hold  in  trust  for  the benefit of the Holders or the
Trustee all money received by the Paying Agent  for  the  payment of principal,
premium or interest on the Notes (whether such money has been paid to it by the
Issuer or any other obligor on the Notes), and the Issuer and  the Paying Agent
shall notify the Trustee of any default by the Issuer (or any other  obligor on
the  Notes) in making any such payment.  Money held in trust by a Paying  Agent
need not  be  segregated,  except as required by law, and in no event shall any
Paying Agent be liable for any  interest on any money received by it hereunder.
The Issuer at any time may require  each  Paying Agent to pay all money held by
it to the Trustee and account for any funds  disbursed, and the Trustee may, in
the circumstances set forth in Section 4.01, require  any  Paying  Agent to pay
forthwith all money so held by it to the Trustee and to account for  any  funds
disbursed.   Upon making such payment, the relevant Paying Agent shall have  no
further liability for the money delivered to the Trustee.

SECTION 2.05 Noteholder Lists.

The Trustee shall  preserve  in  as current a form as is reasonably practicable
the most recent list available to  it  from  the  Registrar  of  the  names and
addresses  of  the  Holders.   The  Issuer  shall obtain from the Registrar and
furnish to the Trustee (if the Trustee is not  the  Registrar)  and each

                                    - 29 -

<PAGE>


Paying Agent at least five Business Days before each Regular  Interest  Payment
Date,  and at such other times as they may  request in writing,  a list in such
form and as of such  date as they  may  reasonably  require  of the  names  and
addresses of the Holders.

SECTION 2.06 Transfer and Exchange.

(a)   Transfer and Exchange of Global Notes.

      (1)   The Global Notes  cannot be transferred to any Person other than to
            another Common Depositary, another nominee of the Common Depositary
            or to a successor clearing  agency  or  its  common  depositary  or
            nominee approved by the Issuer, the Guarantors and the Trustee.

      (2)   Global  Notes  will  be  exchanged  by  the  Issuer  for Definitive
            Registered Notes:  (i) in whole, but not in part, if Euroclear  and
            Clearstream  Banking notify the Issuer or the Company that they are
            unwilling  or unable  to  continue  to  act  as  depository  and  a
            successor depository  is not appointed by the Issuer or the Company
            within 120 days; (ii) in  whole,  but  not  in part, if the Issuer,
            Euroclear or Clearstream Banking so request following a Default; or
            (iii) if the owner of a Book-Entry Interest requests an exchange of
            such  Book-Entry  Interest in writing delivered  through  Euroclear
            and/or Clearstream  Banking  or  the  Issuer  following an Event of
            Default,  subject to compliance with the other provisions  of  this
            Section 2.06.   Upon the occurrence of any of the preceding events,
            Definitive Registered  Notes  shall  be issued in such names as the
            Depositary or Common Depositary shall  instruct the Issuer based on
            the instructions received by the Depositary  from  the  holders  of
            Book-Entry Interests.

      (3)   Global  Notes  may  also  be  exchanged or replaced, in whole or in
            part, as provided in Section 2.07  and  Section 2.10.   Every  Note
            authenticated  and  delivered  in  exchange  for,  or in lieu of, a
            Global  Note  or  any portion thereof, pursuant to Section 2.07  or
            Section 2.10 hereof,  shall  be  authenticated and delivered in the
            form of, and shall be, a Global Note.   A  Global  Note  may not be
            exchanged  for  another  Note,  other  than  as  provided  in  this
            Section 2.06(a).

(b)   General Provisions Applicable to Transfers and Exchanges of the Notes.

      (1)   Transfers  of  Book-Entry Interests in the Global Notes (other than
            transfers of Book-Entry  Interests  in  connection  with  which the
            transferor  takes  delivery  thereof  in  the  form of a Book-Entry
            Interest  in  the same Global Note) shall require  compliance  with
            this Section 2.06(b), as well as one or more of the other following
            subparagraphs of this Section 2.06, as applicable.

      (2)   In  connection with  all  transfers  and  exchanges  of  Book-Entry
            Interests   (other   than  transfers  of  Book-Entry  Interests  in
            connection with which  the transferor takes delivery thereof in the
            form  of  a Book-Entry Interest  in  the  same  Global  Note),  the
            Principal Paying  Agent  must  receive:  (1) a written order from a
            Participant or an Indirect Participant  given  to the Depositary in
            accordance with the Applicable Procedures

                                    - 30 -

<PAGE>


            directing the  Depositary to debit from the transferor a Book-Entry
            Interest  in an  amount  equal  to the  Book-Entry  Interest  to be
            transferred or exchanged; (2) a written order from a Participant or
            an Indirect  Participant given to the Depositary in accordance with
            the  Applicable  Procedures  directing the  Depositary to credit or
            cause to be credited a Book-Entry  Interest in another  Global Note
            in an amount equal to the Book-Entry  Interest to be transferred or
            exchanged;  and (3)  instructions  given  in  accordance  with  the
            Applicable   Procedures   containing   information   regarding  the
            Participant account to be credited with such increase.

      (3)   In connection  with a transfer or exchange of a Book-Entry Interest
            for a Definitive  Registered  Note,  the Principal Paying Agent and
            the Registrar must receive:  (1) a written order from a Participant
            or an Indirect Participant given to the  Depositary  in  accordance
            with  the  Applicable Procedures directing the Depositary to  debit
            from the transferor a Book-Entry Interest in an amount equal to the
            Book-Entry Interest  to  be transferred or exchanged; (2) a written
            order from a Participant directing  the  Registrar  to  cause to be
            issued  a  Definitive  Registered  Note  in an amount equal to  the
            Book-Entry   Interest   to   be   transferred  or  exchanged;   and
            (3) instructions containing information  regarding  the  Person  in
            whose  name  such Definitive Registered Note shall be registered to
            effect the transfer or exchange referred to above.

      (4)   In  connection   with   any  transfer  or  exchange  of  Definitive
            Registered  Notes,  the Holder  of  such  Notes  shall  present  or
            surrender to the Registrar  the  Definitive  Registered  Notes duly
            endorsed  or  accompanied  by a written instruction of transfer  in
            form satisfactory to the Registrar  duly executed by such Holder or
            by  its  attorney,  duly authorized in writing.   In  addition,  in
            connection with a transfer  or  exchange of a Definitive Registered
            Note for a Book-Entry Interest, the  Principal  Paying  Agent  must
            receive  a  written  order  directing  the Depositary to credit the
            account  of  the transferee in an amount equal  to  the  Book-Entry
            Interest to be transferred or exchanged.

      (5)   Upon satisfaction  of  all  of  the  requirements  for  transfer or
            exchange of Book-Entry Interests in Global Notes contained  in this
            Indenture,   the  Principal  Paying  Agent  or  the  Registrar,  as
            specified in this  Section 2.07,  shall endorse the relevant Global
            Note(s) with any increase or decrease  and  instruct the Depositary
            to reflect such increase or decrease in its system.

(c)   Transfer  of  Book-Entry  Interests in an International  Global  Note  to
      Book-Entry Interests in a U.S. Global Note.

      (1)   A Book-Entry Interest  in  the  International  Global  Note  may be
            transferred to a Person who takes delivery thereof in the form of a
            Book-Entry  Interest  in  the U.S. Global Note only if the transfer
            complies with the requirements  of  Section 2.06(b)  above  and, if
            such  transfer  takes  place  on  or  prior  to March 20, 2004, the
            Principal Paying Agent receives a certificate  to  the  effect  set
            forth in Exhibit C hereto, including the certifications in item (1)
            thereof.

      (2)   Upon   the   receipt   of  such  certificate  and  the  orders  and
            instructions  required by  Section 2.06(b),  the  Principal  Paying
            Agent shall (i) instruct the Common Depositary to deliver, or cause
            to be delivered,  the  Global  Notes  to  the  Book-Entry Agent for
            endorsement  and upon receipt thereof, decrease Schedule A  to  the
            International  Global  Note  and  increase  Schedule A  to the U.S.
            Global   Note,  by  the  principal  amount  of  such  transfer  and
            (ii) thereafter,  return the Global Notes to the Common Depositary,
            together with all information

                                    - 31 -

<PAGE>


            regarding  the  Participant  accounts to be credited and debited in
            connection with such transfer.

(d)   Transfer of Book-Entry Interests  in  the  U.S. Global Note to Book-Entry
      Interests in the International Global Note.

      (1)   A Book-Entry Interest in the U.S. Global Note may be transferred to
            a Person who takes delivery thereof in  the  form  of  a Book-Entry
            Interest  in  the  International  Global  Note only if the transfer
            complies  with the requirements of Section 2.06(b)  above  and  the
            Principal Paying  Agent  receives  a certificate from the holder of
            such Book-Entry Interest in the form of Exhibit C hereto, including
            the certifications in item (2) or (3) thereof.

      (2)   Upon receipt of such certificates and  the  orders and instructions
            required by Section 2.06(b), the Principal Paying  Agent  shall (i)
            instruct   the  Common  Depositary  to  deliver,  or  cause  to  be
            delivered, the Global Notes to the Book-Entry Agent for endorsement
            and,  upon  receipt   thereof,   (A)  increase  Schedule A  to  the
            International Global Note and (B)  decrease  Schedule A to the U.S.
            Global   Note  by  the  principal  amount  of  such  transfer   and
            (ii) thereafter,  return the Global Notes to the Common Depositary,
            together with all information regarding the Participant accounts to
            be credited and debited in connection with such transfer.

(e)   Transfer of Book-Entry Interests in Global Notes to Definitive Registered
      Notes.  A holder of a Book-Entry  Interest  in a Global Note may transfer
      such Book-Entry Interest to a Person who takes  delivery  thereof  in the
      form  of  a  Definitive Registered Note if the transfer complies with the
      requirements of Section 2.06(a) and Section 2.06(b) above and:

      (1)   in the case  of  a transfer on or before March 20, 2004 by a holder
            of a Book-Entry Interest  in  the  International  Global  Note, the
            Principal  Paying  Agent  shall have received a certificate to  the
            effect set forth in Exhibit C  hereto, including the certifications
            in either (x) item (1) or (y) item (2) thereof;

      (2)   in the case of a transfer after  March  20,  2004  by a holder of a
            Book-Entry Interest in the International Global Note,  the transfer
            complies with Section 2.06(b);

      (3)   in  the case of a transfer by a holder of a Book-Entry Interest  in
            the U.S.  Global  Note  to  a  QIB  in  reliance  on Rule 144A, the
            Principal  Paying  Agent shall have received a certificate  to  the
            effect set forth in  Exhibit C hereto, including the certifications
            in item (1) thereof;

      (4)   in the case of a transfer  by  a holder of a Book-Entry Interest in
            the U.S. Global Note in reliance  on  Regulation S,  the  Principal
            Paying  Agent  shall have received a certificate to the effect  set
            forth in Exhibit C hereto, including the certifications in item (2)
            thereof; or

      (5)   in the case of a  transfer  by a holder of a Book-Entry Interest in
            the U.S. Global Note in reliance  on Rule 144, the Principal Paying
            Agent shall have received a certificate  to the effect set forth in
            Exhibit C hereto, including the certifications in item (3) thereof.

                                    - 32 -

<PAGE>



      Upon  receipt  of  such  certificates  and  the orders  and  instructions
      required  by  Section 2.06(b),  the  Principal  Paying  Agent  shall  (i)
      instruct the Common Depositary to deliver, or cause  to be delivered, the
      relevant  Global  Note to the Book-Entry Agent for endorsement  and  upon
      receipt thereof, decrease  Schedule A  to the relevant Global Note by the
      principal amount of such transfer, (ii)  thereafter,  return  the  Global
      Note  to  the  Common Depositary, together with all information regarding
      the Participant  accounts  to be debited in connection with such transfer
      and (iii) deliver to the Registrar  the  instructions received by it that
      contain  information  regarding  the  Person  in  whose  name  Definitive
      Registered  Notes  shall  be  registered to effect  such  transfer.   The
      Registrar shall cause any Definitive Registered Note issued in connection
      with a transfer pursuant to Section 2.06(e)(1)(x)  or  Section 2.06(e)(3)
      to   have  the  144A  Legend  and,  in  the  case  of  a  transfer  under
      Section 2.06(e)(1)(y) or Section 2.06(e)(4), the Regulation S Legend.

      The Issuer  shall issue and, upon receipt of an Authentication Order from
      the Issuer in  accordance  with  Section 2.02  hereof,  the Trustee shall
      authenticate,  one  or more Definitive Registered Notes in  an  aggregate
      principal amount equal  to  the  aggregate principal amount of Book-Entry
      Interests so transferred and in the  names  set forth in the instructions
      received by the Registrar.

(f)   Transfer of Definitive Registered Notes to Book-Entry Interests in Global
      Notes.   Any Holder of a Definitive Registered  Note  may  transfer  such
      Definitive  Registered Note to a Person who takes delivery thereof in the
      form of a Book-Entry  Interest  in  a  Global  Note only if such transfer
      occurs after March 20, 2004 and:

      (1)   in  the case of a transfer by a holder of International  Definitive
            Registered Notes to a person who takes delivery thereof in the form
            of a Book-Entry Interest in the International Global Note, transfer
            complies with Section 2.06(b);

      (2)   in the  case  of  a  transfer  by a holder of Definitive Registered
            Notes to a QIB in reliance on Rule 144A,  the  Registrar shall have
            received a certificate to the effect set forth in Exhibit C hereto,
            including the certifications in item (1) thereof; or

      (3)   in  the  case  of  a transfer by a holder of Definitive  Registered
            Notes in reliance on  Regulation S or Rule 144 under the Securities
            Act, the Registrar shall  have received a certificate to the effect
            set forth in Exhibit C hereto, including the certifications in item
            (2) or (3) thereof, respectively.

      Upon  satisfaction  of  the foregoing  conditions,  the  Registrar  shall
      (i) deliver  the  Definitive   Registered  Notes  to  the  Registrar  for
      cancellation pursuant to Section 2.11  hereof,  (ii) record such transfer
      on the Register, (iii) instruct the Common Depositary  to  deliver (x) in
      the    case    of    a   transfer   pursuant   to   Section 2.06(f)(1) or
      Section 2.06(f)(3) above,  the  International  Global Note and (y) in the
      case of a transfer pursuant to Section 2.06(f)(2),  the U.S. Global Note,
      (iv) endorse Schedule A to such Global Note to reflect  the  increase  in
      principal  amount resulting from such transfer and (v) thereafter, return
      the Global Notes  to the Common Depositary, together with all information
      regarding the Participant accounts to be credited in connection with such
      transfer.

(g)   Exchanges  of  Book-Entry   Interests  in  Global  Notes  for  Definitive
      Registered Notes.  A holder of a Book-Entry Interest in a Global Note may
      exchange such Book-Entry Interest for a Definitive Registered Note if the
      exchange   complies  with  the  requirements   of   Section 2.06(a)   and
      Section 2.06(b)   above   and  the  Principal  Paying  Agent  receives  a

                                    - 33 -

<PAGE>



      certificate  from such holder in the form of Exhibit D hereto,  including
      the certifications in item 1 thereof, and (if relevant) the following:

      (1)   if  the  holder of such Book-Entry  Interest  in  an  International
            Global  Note  proposes  after  March  20,  2004  to  exchange  such
            Book-Entry Interest for an Unrestricted Definitive Registered Note,
            a certificate  from  such  holder  in the form of Exhibit D hereto,
            including the certifications in item 1 and 2 thereof; and

      (2)   if the holder of such Book-Entry Interest  in  a  U.S.  Global Note
            proposes  to  exchange such Book-Entry Interest for an Unrestricted
            Definitive Registered  Note,  a certificate from such holder in the
            form of Exhibit D hereto including  the  certifications  in items 1
            and 3 thereof.

      Upon  receipt  of  such  certificates  and  the  orders  and instructions
      required  by  Section 2.06(b),  the  Principal  Paying  Agent  shall  (i)
      instruct the Common Depositary to deliver, or cause to be delivered,  the
      relevant  Global  Note  to  the Book-Entry Agent for endorsement and upon
      receipt thereof, decrease Schedule A  to  the relevant Global Note by the
      principal  amount of such exchange, (ii) thereafter,  return  the  Global
      Note to the  Common  Depositary,  together with all information regarding
      the Participant accounts to be debited  in  connection with such exchange
      and  (iii)  deliver to the Registrar instructions  received  by  it  that
      contain  information  regarding  the  Person  in  whose  name  Definitive
      Registered  Notes  shall  be  registered  to  effect  such exchange.  The
      Registrar shall cause all Definitive Registered Notes issued  pursuant to
      Section  2.06(g)  (other  than  clauses  (1)  and (2)) in exchange for  a
      Book-Entry  Interest  in  a  Global Note to bear the  appropriate  legend
      required  by  Exhibit D  hereto.    Definitive  Registered  Notes  issued
      pursuant to Section 2.06(g)(1) and (2)  shall not bear the 144A Legend or
      the Regulation S Legend.

      The Issuer shall issue and, upon receipt  of an Authentication Order from
      the Issuer in accordance with Section 2.02  hereof,  the  Registrar shall
      authenticate,  one  or  more Definitive Registered Notes in an  aggregate
      principal amount equal to  the  aggregate  principal amount of Book-Entry
      Interests so exchanged and in the names set  forth  in  the  instructions
      received by the Registrar.

(h)   Exchanges  of  Definitive  Registered  Notes for Book-Entry Interests  in
      Global Notes.  Any Holder of a Definitive  Registered  Note  may exchange
      such  Note  for  a  Book-Entry Interest in a Global Note if such exchange
      complies  with  Section 2.06(b)   above  and  the  Registrar  receives  a
      certificate from such Holder in the  form  of Exhibit D hereto, including
      the certifications in item 1 thereof and the following documentation:

      (1)   if  the  holder  of such International Definitive  Registered  Note
            proposes after March 20, 2004 to exchange such Notes for Book-Entry
            Interests in the International Global Note, a certificate from such
            holder  in  the  form   of   Exhibit   D   hereto,   including  the
            certifications in item 1 and 2 thereof; and

      (2)   if the holder of such 144A Definitive Registered Notes  proposes to
            exchange  such Notes for a Book-Entry Interest in the International
            Global Note,  a certificate from such holder in the form of Exhibit
            D hereto including the certifications in items 1 and 3 thereof.

      Upon  satisfaction of  the  foregoing  conditions,  the  Registrar  shall
      (i) cancel  such  Definitive  Registered  Notes  pursuant to Section 2.11
      hereof,  (ii) record such exchange

                                    - 34 -

<PAGE>


      on the  Register,  (iii)  instruct the Common  Depositary  to deliver the
      relevant  Global  Note,  (iv)  endorse  Schedule A to such Global Note to
      reflect the increase in principal  amount  resulting  from such exchange,
      and (v)  thereafter,  return  the Global  Note to the Common  Depositary,
      together with all information  regarding the  Participant  accounts to be
      credited in connection with such exchange.

(i)   Transfer of Definitive Registered Notes for Definitive  Registered Notes.
      Any Holder of a Definitive Registered Note may transfer such  Note  to  a
      Person  who  takes  delivery thereof in the form of Definitive Registered
      Notes  if  the transfer  complies  with  Section 2.06(b)  above  and  the
      Registrar receives the following additional documentation:

      (1)   in the  case  of a transfer on or before March 20, 2004 by a holder
            of an International Definitive Registered Note, the Registrar shall
            have received a  certificate  to  the effect set forth in Exhibit C
            hereto, including the certifications  in either (x) item (1) or (y)
            item (2) thereof;

      (2)   in the case of a transfer after March 20,  2004  by  a holder of an
            International  Definitive  Registered  Note, the transfer  complies
            with Section 2.06(b);

      (3)   in  the  case  of  a  transfer  by a holder of  a  144A  Definitive
            Registered Note to a QIB in reliance  on  Rule 144A,  the Registrar
            shall  have  received  a  certificate  to  the effect set forth  in
            Exhibit C hereto, including the certifications in item (1) thereof;

      (4)   in  the  case  of  a  transfer  by  a  holder of a 144A  Definitive
            Registered Note in reliance on Regulation S,  the  Registrar  shall
            have  received  a  certificate to the effect set forth in Exhibit C
            hereto, including the certifications in item (2) thereof; or

      (5)   in  the  case of a transfer  by  a  holder  of  a  144A  Definitive
            Registered  Note  in reliance on Rule 144, the Registrar shall have
            received a certificate to the effect set forth in Exhibit C hereto,
            including the certifications in item (3) thereof.

      Upon the receipt of any Definitive  Registered  Note, the Registrar shall
      cancel such Note pursuant to Section 2.11 hereof and complete and deliver
      to   the   Issuer   (A) in   the   case   of   a  transfer  pursuant   to
      Section 2.06(j)(1)(x) or Section 2.06(j)(3), a 144A Definitive Registered
      Note and (B) in the case of a transfer pursuant  to Section 2.06(j)(1)(y)
      or (4), an International Definitive Registered Note  and  (C) in the case
      of  a  transfer  pursuant  to  Section 2.06(j)(2) or (5), an Unrestricted
      Definitive Registered Note.  The  Issuer  shall execute and the Registrar
      shall authenticate and deliver such Definitive  Registered  Note  to such
      Person(s)  as  the  Holder  of the surrendered Definitive Registered Note
      shall designate.

(j)   Transfer of Unrestricted Definitive  Registered  Notes.  Any Holder of an
      Unrestricted  Definitive  Registered Note may transfer  such  Note  to  a
      Person who takes delivery thereof  in  the  form of Definitive Registered
      Notes if the transfer complies with Section 2.06(b) above.

                                    - 35 -

<PAGE>


(k)   Legends.

      (1)   144A Legend.  The following legend shall  appear on the face of all
            U.S.  Notes  issued  under  this  Indenture,  unless   the   Issuer
            determines otherwise in compliance with applicable law:

            "THIS  SENIOR  NOTE  DUE 2012 AND ANY INTEREST HEREIN HAVE NOT BEEN
            AND WILL NOT BE REGISTERED  UNDER  THE UNITED STATES SECURITIES ACT
            OF 1933, AS AMENDED (THE "SECURITIES  ACT"),  AND  ANY OFFER, SALE,
            PLEDGE  OR OTHER TRANSFER THEREOF MUST BE MADE ONLY (A)  (I)  TO  A
            PERSON WHOM  THE  PURCHASER  REASONABLY  BELIEVES  IS  A  QUALIFIED
            INSTITUTIONAL  BUYER  WITHIN  THE  MEANING  OF  RULE 144A UNDER THE
            SECURITIES   ACT  ("RULE  144A")  IN  A  TRANSACTION  MEETING   THE
            REQUIREMENTS OF  RULE  144A,  (II)  IN  A  TRANSACTION  MEETING THE
            REQUIREMENTS  OF RULE 904 OF REGULATION S UNDER THE SECURITIES  ACT
            ("REGULATION S"),  (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
            UNDER THE SECURITIES  ACT  PROVIDED  BY  RULE  144  THEREUNDER  (IF
            AVAILABLE),  OR  (IV)  TO  SGL  CARBON  AKTIENGESELLSCHAFT  OR  ANY
            SUBSIDIARY  OF  SGL CARBON AKTIENGESELLSCHAFT AND (B) IN EACH CASE,
            IN ACCORDANCE WITH  ALL  APPLICABLE  SECURITIES  LAWS  OF ANY OTHER
            JURISDICTION.

            EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN AGREES  THAT  IT
            WILL DELIVER TO EACH PURCHASER OF THIS NOTE OR BOOK-ENTRY INTERESTS
            FROM IT A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND."

      (2)   Regulation S Legend.  The following legend shall appear on the face
            of  all International Notes issued under this Indenture, unless the
            Issuer determines otherwise in compliance with applicable law:

            "THIS  SENIOR  NOTE  DUE 2012 AND ANY INTEREST HEREIN HAVE NOT BEEN
            AND WILL NOT BE REGISTERED  UNDER  THE UNITED STATES SECURITIES ACT
            OF 1933, AS AMENDED (THE "SECURITIES  ACT"),  AND,  ON  OR PRIOR TO
            MARCH  20,  2004,  MAY  NOT  BE OFFERED, SOLD, PLEDGED OR OTHERWISE
            TRANSFERRED  EXCEPT (A) IN AN OFFSHORE  TRANSACTION  IN  ACCORDANCE
            WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION
            S") OR TO SGL  CARBON  AKTIENGESELLSCHAFT  OR ANY SUBSIDIARY OF SGL
            CARBON  AKTIENGESELLSCHAFT,  (B)  TO  A PERSON WHOM  THE  PURCHASER
            REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL  BUYER  WITHIN THE
            MEANING  OF RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")  IN  A
            TRANSACTION  MEETING  THE  REQUIREMENTS  OF  RULE  144A, AND (C) IN
            COMPLIANCE  WITH  ALL  APPLICABLE  LAWS  OF ANY OTHER JURISDICTION.
            AFTER  MARCH  20, 2004, THIS NOTE AND ANY INTEREST  HEREIN  MAY  BE
            TRANSFERRED ONLY  IN  ACCORDANCE  WITH  THE  SECURITIES ACT AND ALL
            APPLICABLE LAWS OF ANY OTHER JURISDICTION.

            EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN  AGREES

                                    - 36 -

<PAGE>


            THAT IT WILL DELIVER TO EACH  PURCHASER OF THIS NOTE OR  BOOK-ENTRY
            INTERESTS HEREIN A NOTICE SUBSTANTIALLY TO THE EFFECT THEREOF."

      (3)   Global  Note  Legend.   Each  Global  Note  shall  bear a legend in
            substantially the following form:

            "THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS  DEFINED  IN
            THE  INDENTURE  GOVERNING  THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
            THE BENEFIT OF EUROCLEAR, CLEARSTREAM  BANKING  AND  THE BENEFICIAL
            OWNERS  HEREOF,  AND  IS  NOT TRANSFERABLE TO ANY PERSON UNDER  ANY
            CIRCUMSTANCES EXCEPT THAT (I)  THIS GLOBAL NOTE MAY BE EXCHANGED IN
            WHOLE BUT NOT IN PART PURSUANT TO  SECTION 2.06(A) OF THE INDENTURE
            AND  (II)  THIS  GLOBAL NOTE MAY BE DELIVERED  IN  ACCORDANCE  WITH
            SECTION 2.06(L) OF  THE  INDENTURE  TO THE TRUSTEE FOR CANCELLATION
            PURSUANT TO SECTION 2.11 OF THE INDENTURE."

      (4)   Dutch Legend.  Each Note shall bear a  legend  in substantially the
            following form:

            "THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED IN OR
            FROM  THE  NETHERLANDS, DIRECTLY OR INDIRECTLY, AS  PART  OF  THEIR
            INITIAL  DISTRIBUTION  OR  AT  ANY  TIME  THEREAFTER,  DIRECTLY  OR
            INDIRECTLY,  IN  OR FROM THE NETHERLANDS, OTHER THAN TO INDIVIDUALS
            OR LEGAL ENTITIES  WHICH  INCLUDE,  BUT  ARE NOT LIMITED TO, BANKS,
            BROKERS, DEALERS, INSTITUTIONAL INVESTORS  AND  UNDERTAKINGS WITH A
            TREASURY DEPARTMENT, WHO OR WHICH TRADE OR INVEST  IN SECURITIES IN
            THE CONDUCT OF A BUSINESS OR PROFESSION."

(l)   Cancellation.   At  such  time  as  all  Book-Entry  Interests have  been
      exchanged for Definitive Registered Notes or all Global  Notes  have been
      redeemed  or  repurchased,  the  Global  Notes  shall  be returned to the
      Registrar for cancellation in accordance with Section 2.11 hereof.

(m)   General Provisions Relating to All Transfers and Exchanges.

      (1)   To permit registration of transfers and exchanges, the Issuer shall
            execute  and  the  Registrar  shall authenticate Global  Notes  and
            Definitive Registered Notes upon the Issuer's order.

      (2)   No service charge shall be made to a Holder for any registration of
            transfer or exchange, but the Issuer  may  require payment of a sum
            sufficient  to  cover  any  taxes,  duties  or governmental  charge
            payable in connection therewith (other than any  such taxes, duties
            or  governmental charge payable upon exchange or transfer  pursuant
            to Sections 2.10, 4.10, 4.15 and 9.04 hereof).

      (3)   All Global  Notes  and  Definitive Registered Notes issued upon any
            registration of transfer  or exchange of Global Notes or Definitive
            Registered Notes shall be the  valid  obligations of the Issuer and
            the Guarantors, evidencing the same debt  and  entitled to the same
            benefits  under this Indenture, as the Global Notes or

                                    - 37 -

<PAGE>


            Definitive  Registered Notes  surrendered upon such registration
            of transfer or exchange.

      (4)   The Issuer shall not be required to register the transfer of or, to
            exchange, Definitive Registered Notes during (i) a period beginning
            at the opening  of  business 15 calendar days before any redemption
            date and ending at the  close  of  business on the redemption date,
            (ii) a period beginning at the opening of business 15 calendar days
            immediately prior to the date fixed  for  selection  of Notes to be
            redeemed in part, and ending at the close of business  on  the date
            on  which such Notes are selected, (iii) a period beginning at  the
            opening  of  business  15 calendar days before any record date with
            respect to any Regular Interest  Payment  Date,  and  ending on the
            close of business on any such record date; or (iv) which the holder
            has tendered (and not withdrawn) for repurchase in connection  with
            a Change of Control Offer or an Asset Sale Offer.

      (5)   The   Trustee   shall  authenticate  Global  Notes  and  Definitive
            Registered Notes  in accordance with the provisions of Section 2.02
            hereof.

SECTION 2.07 Replacement Notes.

If a mutilated Note is surrendered  to  a  Paying  Agent,  the Registrar or the
Trustee,  or  if  the  Holder  of  a Note claims that the Note has  been  lost,
destroyed or wrongfully taken, the Issuer  shall  issue  and  the Trustee shall
authenticate  a  replacement  Note  in such form as the Notes mutilated,  lost,
destroyed  or  wrongfully  taken if, in  the  case  of  a  lost,  destroyed  or
wrongfully taken Note, the Holder  of  such  Note  furnishes to the Issuer, the
Paying  Agent,  the  Registrar  and/or  the  Trustee,  as applicable,  evidence
reasonably  acceptable  to them of the ownership and the destruction,  loss  or
theft of such Note.  If required by the Issuer, the Paying Agent, the Registrar
or the Trustee, an indemnity  bond  shall be posted, sufficient in the judgment
of each to protect the Issuer, the Paying  Agent, the Registrar and the Trustee
from any loss that any of them may suffer if such Note is replaced.  The Issuer
may charge such Holder for the Issuer's exceptional  out-of-pocket  expenses in
replacing  such  Note, and the Paying Agent, the Registrar and the Trustee  may
charge the Issuer for their expenses in replacing such Note.  Every replacement
Note shall constitute  an  additional  obligation of the Issuer.  If, after the
delivery of such replacement Note, a bona  fide  purchaser of the original Note
in  lieu  of which such replacement Note was issued  presents  for  payment  or
registration  such original Note, the Trustee shall be entitled to recover such
replacement Note  from the Person to whom it was delivered or any Person taking
therefrom, except a  bona fide purchaser, and shall be entitled to recover upon
the security or indemnity provided therefore to the extent of any loss, damage,
cost or expense incurred  by  the  Issuer,  the  Trustee,  any  Agent  and  any
authenticating agent in connection therewith.

SECTION 2.08 Outstanding Notes

The Notes outstanding at any time are all Notes that have been authenticated by
the  Trustee  except  for (i) those cancelled by it; (ii) those delivered to it
for cancellation; (iii) to the extent set forth in Section 8.02 on or after the
date on which the conditions  set  forth  in  Section 8.04 have been satisfied,
those  Notes theretofore authenticated and delivered  by  the  Trustee  or  the
Registrar  hereunder;  (iv)  Notes  in  respect  of  which  the  Issuer and the
Guarantors  have  been fully discharged for the payment of principal,  premium,
interest and Additional  Amounts; and (v) those Notes described in this Section
2.08 as not outstanding.  Subject to Section 2.09 hereof, a Note does not cease
to be outstanding because the Issuer or one of its Affiliates holds the Note.

                                     - 38 -

<PAGE>



If  a Note is replaced pursuant  to  Section  2.07  hereof,  it  ceases  to  be
outstanding  unless the Trustee and the Registrar receive proof satisfactory to
them that the  replaced  Note  is  held by a bona fide purchaser in whose hands
such Note is a legal, valid and binding obligation of the Issuer.

If the principal amount of any Note  is  considered  to  be  paid under Section
4.01, it ceases to be outstanding and interest thereon shall cease to accrue.

If one or more Paying Agents hold, in their capacity as such,  on  the maturity
date or on any redemption date, money sufficient to pay all principal,  premium
and accrued interest with respect to the outstanding Notes payable on that date
and  are  not prohibited from paying such money to the Holders thereof pursuant
to the terms of this Indenture, then on and after that date such Notes cease to
be outstanding and interest on them ceases to accrue.

SECTION 2.09 Treasury Notes

In determining  whether  the  Holders of the required principal amount of Notes
have concurred in any direction,  waiver  or consent, Notes owned by the Issuer
or any Guarantor, or by any Affiliate of them, will be considered as though not
outstanding, except that for the purposes of  determining  whether  the Trustee
will  be  protected  in relying on any such direction, waiver or consent,  only
Notes that the Trustee  knows  are  so  owned will be so disregarded.  Notes so
owned which have been pledged in good faith  shall  not  be  disregarded if the
pledgee establishes to the satisfaction of the Trustee the pledgee's  right  to
deliver  any  such  direction,  waiver or consent with respect to the Notes and
that the pledgee is not the Issuer, a Guarantor or an Affiliate of any of them.

SECTION 2.10 Temporary Notes

Until definitive Notes are prepared  and  ready  for  delivery,  the Issuer may
prepare, and the Trustee shall authenticate, temporary Notes.  Temporary  Notes
shall  be substantially in the form of definitive Notes but may have variations
that  the   Issuer   considers   appropriate   for  temporary  Notes.   Without
unreasonable  delay,  the  Issuer  shall  prepare,  and   the   Trustee   shall
authenticate,  definitive  Notes  in  exchange for temporary Notes.  Until such
exchange, temporary Notes shall be entitled  to  the  same rights, benefits and
privileges as definitive Notes.

SECTION 2.11 Cancellation

The Issuer at any time may deliver Notes to the Trustee  or  the  Registrar for
cancellation.  Each Paying Agent shall forward to the Trustee or the  Registrar
any  Definitive Registered Notes surrendered to it for registration of transfer
or exchange,  or  payment, redemption or purchase.  The Common Depositary shall
cause all Global Notes  to  be  delivered to the Trustee for cancellation under
the circumstances set forth in Section  2.06(l).   The Trustee or the Registrar
shall  cancel  all Notes surrendered for registration  of  transfer,  exchange,
payment, replacement,  cancellation  or purchase and shall dispose of cancelled
Notes in accordance with its policy of  disposal, unless the Issuer directs the
Trustee  or  the Registrar to return such Notes  to  the  Issuer,  and,  if  so
disposed, shall  deliver  a  certificate  of disposition thereof to the Issuer.
The Issuer may not reissue or resell, or issue new Notes to replace, Notes that
the  Issuer  has redeemed, paid, purchased or  converted,  or  that  have  been
delivered to the Trustee or the Registrar for cancellation.

                                    - 39 -

<PAGE>



SECTION 2.12 Defaulted Interest

If the Issuer  defaults  in a payment of interest on the Notes, it will pay the
defaulted interest in any  lawful  manner  plus, to the extent lawful, interest
payable  on  the  defaulted  interest, to the Persons  who  are  Holders  on  a
subsequent special record date,  in each case at the rate provided in the Notes
and in Section 4.01 hereof.  The Issuer  will  notify the Trustee in writing of
the amount of defaulted interest proposed to be  paid on each Note and the date
of the proposed payment.  The Issuer will fix or cause  to  be  fixed each such
special record date and payment date; provided that no such special record date
may  be less than 10 days prior to the related payment date for such  defaulted
interest.   At  least  15  days before the special record date, the Issuer (or,
upon the written request of  the  Issuer,  the  Trustee  in the name and at the
expense of the Issuer) will mail or cause to be mailed to Holders a notice that
states the special record date, the related payment date and the amount of such
interest to be paid.

SECTION 2.13 Common Code and ISIN Number

The  Issuer in issuing the Notes may use a "Common Code" number  or  an  "ISIN"
number,  and  if  so,  such Common Code and/or ISIN number shall be included in
notices of redemption or  purchase  as  a  convenience  to  Holders;  provided,
however,  that any such notice may state that no representation is made  as  to
the correctness  or  accuracy  of the Common Code and/or ISIN number printed in
the notice or on the Notes, and  that  reliance may be placed only on the other
identification numbers printed on the Notes.   The  Issuer will promptly notify
the Trustee and each Agent of any change in the Common Code and/or ISIN number.

SECTION 2.14 Deposit of Moneys

Prior  to 10:00 am (London time), on each Regular Interest  Payment  Date,  the
Maturity Date and each payment date relating to an Asset Sale Offer or a Change
of  Control   Offer,   and  on  the  Business  Day  immediately  following  any
acceleration of the Notes  pursuant  to  Section 6.02, the Issuer shall deposit
with the Principal Paying Agent in immediately available funds money (in euros)
sufficient to make cash payments, if any,  due on such Regular Interest Payment
Date, Maturity Date, payment date or Business Day, as the case may be.  Subject
to  receipt of such funds by such time, the Principal  Paying  Agent  and  each
Paying Agent shall remit such payment in a timely manner to the Holders on such
Regular  Interest  Payment Date, Maturity Date or Business Day, as the case may
be, to the Persons and in the manner set forth in paragraph 2 of the Notes.

SECTION 2.15 Holders to Be Treated as Owners; Payments of Interest.

The Issuer, the Paying  Agents,  the Registrar, the Trustee, the Security Agent
and any agent of the Issuer, any Paying  Agent,  the  Registrar,  the  Security
Agent  or  the  Trustee may deem and treat the Holder of a Note as the absolute
owner of such Note for the purpose of receiving payment of or on account of the
principal, premium  or  interest  on  such Note and for all other purposes; and
neither the Issuer, any Paying Agent, the  Registrar, the Trustee, the Security
Agent  nor  any  agent  of the Issuer, any Paying  Agent,  the  Registrar,  the
Security Agent or the Trustee  shall be affected by any notice to the contrary.
All such payments so made to any  such  Person,  or  upon  his  order, shall be
valid, and, to the extent of the sum or sums so paid, effective to  satisfy and
discharge the liability for moneys payable upon any Note.

                                    - 40 -

<PAGE>



SECTION 2.16 Further Issues.

Subject  to  compliance  with Section 4.09 hereof, the Issuer may from time  to
time issue further Notes (the "Additional Notes") ranking pari passu with Notes
and with the same terms as  to  status,  redemption and otherwise as such Notes
(save  for  payment  of interest accruing prior  to  the  issue  date  of  such
Additional Notes or for  the first payment of interest following the issue date
of such Additional Notes).   The Additional Notes and the Initial Notes will be
consolidated  and  treated as a  single  class  for  all  purposes  under  this
Indenture, including, without limitation, waivers, amendments, redemptions, and
offers to purchase.

                                   ARTICLE 3

                           REDEMPTION AND PREPAYMENT

SECTION 3.01 Notices to Trustee.

If the Issuer elects  to  redeem  Notes  pursuant  to  the  optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee,  at least 30
days  but  not  more  than  60  days  before  a  redemption  date, an Officers'
Certificate setting forth:

(1)   the  clause  of  this  Indenture  pursuant to which the redemption  shall
      occur;

(2)   the redemption date;

(3)   the principal amount of Notes to be redeemed; and

(4)   the redemption price.

SECTION 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed  at any time, the Trustee will
select Notes for redemption on a pro rata basis unless  otherwise  required  by
law or applicable stock exchange requirements.

No Notes of [e]1,000 or less can be  redeemed  in part.  Notices of  redemption
will be mailed by first class mail at least 30 but not more than 60 days before
the  redemption  date to each Holder of Notes to be redeemed at its  registered
address,  except that redemption  notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with a defeasance of
the Notes or a satisfaction and discharge of this Indenture.

If  any  Note  is  to  be redeemed in part only, the notice of redemption  that
relates to that Note will  state  the  portion  of the principal amount of that
Note  that  is to be redeemed.  A new Note in principal  amount  equal  to  the
unredeemed portion  of  the  original  Note  will  be issued in the name of the
Holder  of  Notes  upon cancellation of the original Note.   Notes  called  for
redemption become due  on  the  date  fixed  for  redemption.  On and after the
redemption date, interest ceases to accrue on Notes or portions of Notes called
for redemption.

For  Notes  which  are represented by global certificates  held  on  behalf  of
Euroclear or Clearstream  Banking,  notices  may  be  given  by delivery of the
relevant  notices  to  Euroclear  or  Clearstream Banking for communication  to
entitled account holders in substitution  for  the  aforesaid  publication.  So
long as any Notes are listed on the Luxembourg Stock Exchange and  its rules so
require,  any  such notice to the holders of the relevant Notes shall  also  be
published

                                    - 41 -

<PAGE>


in a newspaper having a general circulation in Luxembourg (which is expected to
be the Luxemburger  Wort) and, in connection  with any  redemption,  the Issuer
will notify the Luxembourg Stock Exchange of any change in the principal amount
of Notes outstanding.

SECTION 3.03 Notice of Redemption.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more
than 60  days  before  a  redemption  date, the Issuer will mail or cause to be
mailed, by first class mail, a notice of  redemption to each Holder whose Notes
are to be redeemed at its registered address,  except  that  redemption notices
may  be mailed more than 60 days prior to a redemption date if  the  notice  is
issued  in  connection  with  a  defeasance  of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 13 hereof.

The notice will identify the Notes to be redeemed and will state:

      (1)   the redemption date;

      (2)   the redemption price;

      (3)   if any Note is being redeemed in part, the portion of the principal
            amount of such Note to be redeemed  and  that, after the redemption
            date upon surrender of such Note, a new Note  or Notes in principal
            amount  equal  to  the  unredeemed  portion  will  be  issued  upon
            cancellation of the original Note;

      (4)   the name and address of the Paying Agent;

      (5)   that Notes called for redemption must be surrendered  to the Paying
            Agent to collect the redemption price;

      (6)   that, unless the Issuer defaults in making such redemption payment,
            interest  on  Notes called for redemption ceases to accrue  on  and
            after the redemption date;

      (7)   the  paragraph of  the  Notes  and/or  Section  of  this  Indenture
            pursuant  to  which  the  Notes  called  for  redemption  are being
            redeemed; and

      (8)   that no representation is made as to the correctness or accuracy of
            the ISIN or CUSIP number, if any, listed in such notice or  printed
            on the Notes.

At the Issuer's request, the Trustee will give the notice of redemption in  the
Issuer's  name  and  at  its  expense;  provided,  however, that the Issuer has
delivered to the Trustee, at least 45 days prior to  the  redemption  date,  an
Officers'  Certificate requesting that the Trustee give such notice and setting
forth the information  to be stated in such notice as provided in the preceding
paragraph.

SECTION 3.04 Effect of Notice of Redemption.

Once notice of redemption  is  mailed  in  accordance with Section 3.03 hereof,
Notes  called  for  redemption  become  irrevocably  due  and  payable  on  the
redemption date at the redemption price.   A  notice  of  redemption may not be
conditional.

                                    - 42 -

<PAGE>



SECTION 3.05 Deposit of Redemption or Purchase Price.

One  Business  Day prior to the redemption or purchase date,  the  Issuer  will
deposit with the  Trustee  or with the Paying Agent money sufficient to pay the
redemption or purchase price  of  and  accrued  interest  on  all  Notes  to be
redeemed  or  purchased  on  that  date.   The Trustee or the Paying Agent will
promptly  return to the Issuer any money deposited  with  the  Trustee  or  the
Paying Agent  by  the  Issuer  in  excess  of  the amounts necessary to pay the
redemption  or purchase price of, and accrued interest  on,  all  Notes  to  be
redeemed or purchased.

If the Issuer  complies  with the provisions of the preceding paragraph, on and
after the redemption or purchase  date,  interest  will  cease to accrue on the
Notes or the portions of Notes called for redemption or purchase.  If a Note is
redeemed or purchased on or after an interest record date  but  on  or prior to
the related Regular Interest Payment Date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close
of business on such record date.  If any Note called for redemption or purchase
is not so paid upon surrender for redemption or purchase because of the failure
of the Issuer to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is  paid,  and  to  the  extent  lawful on any interest not paid on such unpaid
principal, in each case at the rate  provided  in the Notes and in Section 4.01
hereof.

SECTION 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuer will
issue  and,  upon  receipt  of  an  Authentication  Order,   the  Trustee  will
authenticate for the Holder at the expense of the Issuer a new  Note  equal  in
principal  amount  to  the  unredeemed  or  unpurchased  portion  of  the  Note
surrendered.

SECTION 3.07 Optional Redemption.

(a)   At  any time prior to February 1, 2007, the Issuer may on any one or more
      occasions redeem up to 35% of the aggregate principal amount of the Notes
      issued  under  this  Indenture  at  a redemption price of 108.500% of the
      principal  amount  thereof, plus accrued  and  unpaid  interest,  to  the
      redemption date, with  the net cash proceeds of one or more Public Equity
      Offerings of the Company effected after the Issue Date; provided that:

      (1)   at  least  65% of the  aggregate  principal  amount  of  the  Notes
            originally issued under this Indenture (excluding Notes held by the
            Issuer, the  Company  and  its  Subsidiaries)  remains  outstanding
            immediately after the occurrence of any such redemption of Notes;

      (2)   the redemption occurs within 60 days of the date of the closing  of
            such Public Equity Offering.

(b)   Except  pursuant  to  the  preceding  paragraph,  the  Notes  will not be
      redeemable at the Issuer's option prior to February 1, 2008.

(c)   On or after February 1, 2008, the Issuer may redeem the Notes,  in  whole
      or  in  part, upon not less than 30 nor more than 60 days' notice, at the
      redemption  prices  (expressed  as  percentages  of principal amount) set
      forth below plus accrued and unpaid interest on the  Notes  redeemed,  to
      the  applicable  redemption  date,  if  redeemed  during the

                                    - 43 -

<PAGE>


      twelve-month  period  beginning  on  February  1, of the years  indicated
      below,  subject to the rights of Holders of Notes on the relevant  record
      date to receive interest on the relevant Regular Interest Payment Date:

<TABLE>
<CAPTION>
                        REDEMPTION
     YEAR                 PRICE
<S>                      <C>
2008....................104.250%
2009....................102.833%
2010....................101.416%
2011 and thereafter.....100.000%
</TABLE>

      Unless the Issuer  defaults  in  the  payment  of  the  redemption price,
      interest will cease to accrue on the Notes or portions thereof called for
      redemption on the applicable redemption date.

(d)   Any  redemption pursuant to this Section 3.07 shall be made  pursuant  to
      the provisions of Sections 3.01 through 3.06 hereof.

SECTION 3.08 Mandatory Redemption.

The Company  is  not  required  to  make  mandatory  redemption or sinking fund
payments with respect to the Notes.

SECTION 3.09 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the  Issuer  is required to
commence an offer to all Holders to purchase Notes (an "Asset Sale  Offer"), it
will follow the procedures specified below.

The  Asset  Sale  Offer  shall be made to all Holders and all holders of  other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture  with respect to offers to purchase or redeem
with the proceeds of sales of assets.   The  Asset  Sale Offer will remain open
for a period of at least 20 Business Days following its  commencement  and  not
more  than  30  Business  Days,  except  to  the extent that a longer period is
required by applicable law (the "Offer Period").   No later than three Business
Days  after  the  termination of the Offer Period (the  "Purchase  Date"),  the
Issuer will apply all  Excess  Proceeds (the "Offer Amount") to the purchase of
Notes  and  such  other pari passu  Indebtedness  (on  a  pro  rata  basis,  if
applicable) or, if  less than the Offer Amount has been tendered, all Notes and
other Indebtedness tendered  in  response to the Asset Sale Offer.  Payment for
any Notes so purchased will be made in the same manner as interest payments are
made.

If the Purchase Date is on or after  an  interest  record date and on or before
the related Regular Interest Payment Date, any accrued and unpaid interest will
be  paid  to  the Person in whose name a Note is registered  at  the  close  of
business on such  record  date,  and  no additional interest will be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale  Offer,  the  Issuer will send, by first
class mail, a notice to the Trustee and each of the Holders.   The  notice will
contain  all  instructions  and  materials necessary to enable such Holders  to
tender Notes pursuant to the Asset  Sale  Offer.  The notice, which will govern
the terms of the Asset Sale Offer, will state:

                                    - 44 -

<PAGE>



      (1)   that the Asset Sale Offer is being  made  pursuant  to this Section
            3.09 and Section 4.10 hereof and the length of time the  Asset Sale
            Offer will remain open;

      (2)   the Offer Amount, the purchase price and the Purchase Date;

      (3)   that any Note not tendered or accepted for payment will continue to
            accrue interest;

      (4)   that,  unless the Issuer defaults in making such payment, any  Note
            accepted for payment pursuant to the Asset Sale Offer will cease to
            accrue interest after the Purchase Date;

      (5)   that Holders electing to have a Note purchased pursuant to an Asset
            Sale Offer  may elect to have Notes purchased in integral multiples
            of [e]1,000 only;

      (6)   that Holders electing to have Notes purchased pursuant to any Asset
            Sale Offer will  be  required  to surrender the Note, with the form
            entitled "Option of Holder to Elect Purchase" attached to the Notes
            completed, or transfer by book-entry  transfer,  to  the  Issuer, a
            depositary,  if  appointed by the Issuer, or a Paying Agent at  the
            address specified  in  the  notice  at  least three days before the
            Purchase Date;

      (7)   that Holders will be entitled to withdraw  their  election  if  the
            Issuer,  the  Depositary  or  the Paying Agent, as the case may be,
            receives, not later than the expiration  of  the  Offer  Period,  a
            telegram, telex, facsimile transmission or letter setting forth the
            name  of  the  Holder,  the principal amount of the Note the Holder
            delivered  for  purchase  and  a  statement  that  such  Holder  is
            withdrawing his election to have such Note purchased;

      (8)   that,  if the  aggregate  principal  amount of Notes and other pari
            passu Indebtedness surrendered by holders thereof exceeds the Offer
            Amount,  the  Issuer  will  select  the Notes and other  pari passu
            Indebtedness  to be  purchased  on a pro  rata  basis  based on the
            principal  amount of Notes and such other  pari passu  Indebtedness
            surrendered (with such adjustments as may be deemed  appropriate by
            the  Issuer so that only Notes in  denominations  of  [e]1,000,  or
            integral multiples thereof, will be purchased); and

      (9)   that Holders whose Notes were purchased only in part will be issued
            new Notes equal in principal  amount  to the unpurchased portion of
            the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Issuer will, to  the  extent lawful, accept
for payment, on a pro rata basis to the extent necessary, the  Offer  Amount of
Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less
than  the  Offer Amount has been tendered, all Notes tendered, and will deliver
or cause to  be  delivered  to the Trustee the Notes properly accepted together
with an Officers' Certificate  stating that such Notes or portions thereof were
accepted for payment by the Issuer in accordance with the terms of this Section
3.09.  The Issuer, the depositary or the Paying Agent, as the case may be, will
promptly (but in any case not later  than  five  days  after the Purchase Date)
mail or deliver to each tendering Holder an amount equal  to the purchase price
of the Notes tendered by such Holder and accepted by the Issuer  for  purchase,
and  the  Issuer  will promptly issue a new Note, and the Trustee, upon written
request from the Issuer,  will authenticate and mail or deliver (or cause to be
transferred by book entry)  such new Note to such Holder, in a principal amount
equal to any unpurchased portion  of  the  Note  surrendered.   Any Note not so
accepted  shall  be  promptly  mailed or delivered by the Issuer to the  Holder
thereof.  The Issuer will publicly announce the results of the Asset Sale Offer
on the Purchase Date.

                                    - 45 -

<PAGE>



Other than as specifically provided in this Section 3.09, any purchase pursuant
to this Section 3.09 shall be made  pursuant to the provisions of Sections 3.01
through 3.06 hereof.

SECTION 3.10 Redemption for Changes in Withholding Tax.

The Issuer may redeem the Notes, in whole but not in part, at its discretion at
any time upon giving not less than 30  nor  more  than 60 days' prior notice to
the Holders (which notice will be irrevocable and given  in  accordance Section
14.02),  at a redemption price equal to the principal amount thereof,  together
with accrued  and  unpaid  interest,  to  the  date  fixed  by  the  Issuer for
redemption  (a "Tax Redemption Date") and all Additional Amounts (if any)  then
due and which  will  become  due  on the Tax Redemption Date as a result of the
redemption  or  otherwise (and in the  case  of  Definitive  Registered  Notes,
subject to the right of holders on the relevant record date to receive interest
due on the relevant  Regular  Interest  Payment Date and Additional Amounts (if
any) in respect thereof), if on the next  date  on  which  any  amount would be
payable in respect of the Notes, the Issuer or successor entity has or would be
required  to pay Additional Amounts, and the Issuer or successor entity  cannot
avoid any such  payment  obligation  taking reasonable measures available, as a
result of:

      (1)   any change in, or amendment  to,  the  laws  or  treaties  (or  any
            regulations,  or  rulings  promulgated  thereunder) of the Relevant
            Taxing Jurisdiction affecting taxation after  the  date hereof (or,
            if  the  Relevant  Taxing Jurisdiction has changed since  the  date
            hereof,  the  date  on  which  the  then  current  Relevant  Taxing
            Jurisdiction became the  applicable  Relevant  Taxing Jurisdiction)
            under this Indenture; or

      (2)   any change in, or amendment to, the existing official  position  or
            the introduction of an official position regarding the application,
            administration   or   interpretation   of   such   laws,  treaties,
            regulations or rulings (including a holding, judgment or order by a
            court of competent jurisdiction or a change in published practice),
            after the date hereof (or, if the Relevant Taxing Jurisdiction  has
            changed  since  the date hereof, the date on which the then current
            Relevant Taxing Jurisdiction  became the applicable Relevant Taxing
            Jurisdiction under this Indenture).

The Issuer or successor entity will not give  any  such  notice  of  redemption
earlier  than  90 days prior to the earliest date on which the Issuer would  be
obligated to make  such  payment  or withholding if a payment in respect of the
Notes were then due.  Notwithstanding  the foregoing, the Issuer may not redeem
the  Notes  under this provision if the Relevant  Taxing  Jurisdiction  changes
under this Indenture  and the Issuer is obligated to pay any Additional Amounts
as a result of a change  in,  or  an amendment to, the laws or treaties (or any
regulations or rulings promulgated  thereunder),  or any change in or amendment
to,  any  official  position  regarding  the  application,   administration  or
interpretation  of  such  laws,  treaties,  regulations or rules, of  the  then
current Relevant Taxing Jurisdiction which, at  the  time  such Relevant Taxing
Jurisdiction  became  the  applicable Relevant Taxing Jurisdiction  under  this
Indenture,  was  publicly  announced   as  formally  proposed.   Prior  to  the
publication or, where relevant, mailing  of  any  notice  of  redemption of the
Notes  pursuant  to  the foregoing, the Issuer will deliver to the  Trustee  an
Opinion of Counsel, the  choice  of  such  counsel  to  be subject to the prior
written approval of the Trustee (such approval not to be unreasonably withheld)
to the effect that the Issuer or successor entity cannot  avoid  any obligation
to  pay Additional Amounts taking reasonable measures available and  there  has
been  such  change or amendment which would entitle the Issuer successor entity
to redeem the  Notes  hereunder.   For  the  avoidance  of doubt, the Issuer or
successor entity shall not be entitled to redeem the Notes  as a consequence of
the  adoption  of  the  European  Council  Directive  2003/48/EC or  any  other
Directive implementing the

                                    - 46 -

<PAGE>


conclusions  of the  ECOFIN  Council  meeting  of  26-27  November  2000 on the
taxation  of savings  income or any law  implementing  or  complying  with,  or
introduced in order to conform to, such Directive.

                                   ARTICLE 4

                                   COVENANTS

SECTION 4.01 Payment of Notes.

The Issuer will pay or cause  to be paid the principal of, premium, if any, and
interest on, the Notes on the dates  and  in  the manner provided in the Notes.
Principal, premium, if any, and interest will be  considered  paid  on the date
due  if  the  Paying  Agent,  if other than the Issuer or a Subsidiary thereof,
holds as of 10:00 a.m. (London  time)  on  the  due date money deposited by the
Issuer in immediately available funds and designated  for and sufficient to pay
all principal, premium, if any, and interest then due.

The  Issuer  will  pay  interest  (including  post-petition  interest   in  any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal  to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent  lawful;  it  will pay interest (including post-petition interest in any
proceeding  under any Bankruptcy  Law)  on  overdue  installments  of  interest
(without regard  to any applicable grace period) at the same rate to the extent
lawful.

SECTION 4.02 Maintenance of Office or Agency.

The Issuer will maintain  the  offices  and  agencies  specified in clause 2.03
hereof.   The  Issuer  will give prompt written notice to the  Trustee  of  the
location, and any change  in the location, of such office or agency.  If at any
time the Issuer fails to maintain  any  such required office or agency or fails
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.

SECTION 4.03 Reports.

(a)   So long as any Notes  are  outstanding,  the  Company will furnish to the
      Holders of Notes or cause the Trustee to furnish to the Holders of Notes:

      (1)   with respect to each financial year of the Company, within 120 days
            after  the  end  of  the relevant financial year,  information  (A)
            substantially identical  to  that  which  would  be  required to be
            included in an Annual Report on Form 20-F under the U.S. Securities
            Exchange Act by a foreign private issuer, including a report on the
            Company's   consolidated  financial  statements  by  the  Company's
            certified independent  accountants  and a presentation of EBITDA of
            the Company derived from such financial  statements  (to the extent
            such  measures  and presentation (or variations thereof)  would  be
            permitted by the SEC and such presentation, if it would be required
            by the SEC to be  modified  or labeled otherwise in such filing, is
            so modified or labeled) and (B)  to the extent not already provided
            under clause (A), required to be reported  by  the Company pursuant
            to   the  German  Commercial  Code  (Handelsgesetzbuch)   and   the
            Luxembourg Stock Exchange;

      (2)   within  60  days after the end of each of the first three financial
            quarters in each financial year of the Company, quarterly financial
            reports in the form of, and including the same items of information
            as, the Company's  quarterly  report for

                                    - 47 -

<PAGE>

            the  nine   months  ended   September  30,   2003,    including   a
            presentation  of EBITDA of the Company  derived from such financial
            statements  (to the  extent  such  measures  and  presentation  (or
            variations  thereof)  would be  permitted by the SEC in a quarterly
            report on Form 10-Q and such presentation,  if it would be required
            by the SEC to be modified or labeled  otherwise in such filing,  is
            so modified or  labeled);  provided  that the Company  shall not be
            required  to include any  reconciliation  of any line items to U.S.
            GAAP,  together  with the  information  in  relation to the Company
            described in Item 5 of Form 20-F under the U.S. Securities Exchange
            Act  (i.e.,  Management's  Discussion  and  Analysis  of  Financial
            Condition and Results of Operations) with respect to such period;

      (3)   promptly,  from  time  to  time after the occurrence  of  an  event
            required  to be reported therein,  such  other  reports  containing
            substantially the same information required by Form 6-K; and

      (4)   such information  as  the  Company  is  required  to  make publicly
            available  under the requirements of the German Securities  Trading
            Act (Wertpapierhandelsgesetz)  and, if not so required, information
            with respect to any change in the  independent  accountants  of the
            Company,  and  any resignation of a member of the Supervisory Board
            of the Company as a result of a disagreement with the Company,

      provided, however, that,  save to the extent required by law, the reports
      set forth above shall not be  required  to  (i) contain any certification
      required by the Sarbanes-Oxley Act, (ii) include  any  exhibits  or (iii)
      contain quarterly reconciliations to U.S. GAAP.

      Notwithstanding  the  foregoing,  the  Company  will  not  be required to
      provide any separate financial statements for any Subsidiary Guarantor or
      any Affiliate of the Company or any acquired business.

(b)   The Company or the Issuer will also make available copies of  all reports
      required  by clauses (1) through (4) above (i) on the Company's  website,
      (ii) to the  newswire or other service of Bloomberg L.P. or, if Bloomberg
      L.P. does not then operate any such service, any similar agency and (iii)
      if and so long  as  the Notes are listed on the Luxembourg Stock Exchange
      and  the rules of the  Luxembourg  Stock  Exchange  so  require,  at  the
      specified office of the paying agent in Luxembourg.

(c)   If the  Company  has  designated  any of its Subsidiaries as Unrestricted
      Subsidiaries and such Subsidiaries are Significant Subsidiaries, then the
      quarterly  and annual financial information  required  by  the  preceding
      paragraph will  include a reasonably detailed presentation, either on the
      face of the financial  statements  or  in  the  footnotes thereto, of the
      financial  condition and results of operations of  the  Company  and  its
      Restricted Subsidiaries separate from the financial condition and results
      of operations of the Unrestricted Subsidiaries of the Company.

(d)   In addition,  for  so long as any Notes remain outstanding and during any
      period during which  they  are  not subject to Section 13 or 15(d) of the
      U.S. Exchange Act nor exempt therefrom  pursuant  to Rule 12g3-2(b), each
      of the Issuer and the Guarantors has agreed that it  will  furnish to the
      Holders and to securities analysts and prospective investors,  upon their
      request,  the  information  required  to  be  delivered  pursuant to Rule
      144A(d)(4) under the U.S. Securities Act.

                                    - 48 -

<PAGE>



(e)   All  reports  made  pursuant  to  this  covenant  shall  be  made in,  or
      translated to, the English language.

SECTION 4.04 Compliance Certificate.

(a)   The Company and the Issuer, jointly, shall deliver to the Trustee, within
      90  days  after  the  end  of  each fiscal year, an Officers' Certificate
      stating that a review of the activities  of  the  Issuer, the Company and
      its Subsidiaries during the preceding fiscal year has been made under the
      supervision  of the signing Officers with a view to  determining  whether
      each of the Issuer  and  the  Company  has  kept, observed, performed and
      fulfilled  its  obligations  under  this  Indenture   and   the  Security
      Documents,  and  further  stating,  as to each such Officer signing  such
      certificate, that to the best of his  or  her  knowledge  the Company has
      kept, observed, performed and fulfilled each and every covenant contained
      in this Indenture and the Security Documents and is not in default in the
      performance or observance of any of the terms, provisions and  conditions
      of this Indenture or the Security Documents (or, if a Default or Event of
      Default  has occurred, describing all such Defaults or Events of  Default
      of which he  or  she  may  have  knowledge and what action the Company is
      taking or proposes to take with respect  thereto) and that to the best of
      his or her knowledge no event has occurred  and  remains  in existence by
      reason of which payments on account of the principal of or  interest,  if
      any,  on  the  Notes  is  prohibited  or  if  such  event has occurred, a
      description  of  the  event  and  what action the Company  is  taking  or
      proposes to take with respect thereto.

(b)   So  long  as  not contrary to the then  current  recommendations  of  the
      American  Institute   of   Certified  Public  Accountants,  the  year-end
      financial statements delivered  pursuant  to  Section 4.03 above shall be
      accompanied  by a written statement of the Company's  independent  public
      accountants (who shall be a firm of established national reputation) that
      in making the  examination  necessary for certification of such financial
      statements, nothing has come  to  their attention that would lead them to
      believe that the Company has violated  any  provisions  of  Article  4 or
      Article  5  hereof or, if any such violation has occurred, specifying the
      nature and period  of  existence  thereof,  it being understood that such
      accountants shall not be liable directly or indirectly  to any Person for
      any failure to obtain knowledge of any such violation.

(c)   So long as any of the Notes are outstanding, the Company  will deliver to
      the Trustee, forthwith upon any Officer becoming aware of any  Default or
      Event  of  Default,  an Officers' Certificate specifying such Default  or
      Event of Default and what  action  the  Company  is taking or proposes to
      take with respect thereto.

SECTION 4.05 Taxes.

The Company will pay, and will cause each of its Subsidiaries  to pay, prior to
delinquency,  all  material taxes, assessments, and governmental levies  except
such as are contested in good faith and by appropriate proceedings or where the
failure to effect such  payment  is  not adverse in any material respect to the
Holders of the Notes.

SECTION 4.06 Stay, Extension and Usury Laws.

The Issuer and each of the Guarantors  covenants  (to  the  extent  that it may
lawfully  do  so)  that  it will not at any time insist upon, plead, or in  any
manner  whatsoever claim or  take  the  benefit  or  advantage  of,  any  stay,
extension or usury law wherever enacted, now or at any time hereafter

                                    - 49 -

<PAGE>


in force,  that may affect the covenants or the  performance of this Indenture;
and the Issuer and each of 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, by resort to any such law, hinder,  delay or impede
the execution of any power herein  granted to the Trustee,  but will suffer and
permit  the  execution  of  every  such  power as  though  no such law had been
enacted.

SECTION 4.07 Restricted Payments.

(a)   The  Company  will  not, and  will  not  permit  any  of  its  Restricted
      Subsidiaries to, directly or indirectly:

      (1)   declare  or  pay   any  dividend  or  make  any  other  payment  or
            distribution on account  of  the Company's or any of its Restricted
            Subsidiaries' Equity Interests  (including, without limitation, any
            payment in connection with any merger  or  consolidation  involving
            the Company or any of its Restricted Subsidiaries) or to the direct
            or  indirect  holders  of  the  Company's  or any of its Restricted
            Subsidiaries'  Equity Interests in their capacity  as  such  (other
            than dividends or  distributions payable in Equity Interests (other
            than Disqualified Stock) of the Company and other than dividends or
            distributions payable  to the Company or a Restricted Subsidiary of
            the  Company,  and  other  than   pro   rata   dividends  or  other
            distributions by a Restricted Subsidiary that is not a Wholly-Owned
            Restricted  Subsidiary to minority stockholders (or  owners  of  an
            equivalent interest  in  the case of a Subsidiary that is an entity
            other than a corporation));

      (2)   purchase,  redeem  or  otherwise   acquire   or  retire  for  value
            (including, without limitation, in connection  with  any  merger or
            consolidation  involving  the Company) any Equity Interests of  the
            Company;

      (3)   make  any  principal  payment   or  purchase,  redeem,  defease  or
            otherwise acquire or retire for value  prior to scheduled maturity,
            scheduled repayment or scheduled sinking  fund  payment (other than
            the purchase, repurchase or other acquisition of  such Indebtedness
            purchased in anticipation of satisfying a sinking fund  obligation,
            principal  installment  or  scheduled  maturity,  in each case  due
            within one year of the date of such purchase, repurchase  or  other
            acquisition)  any Indebtedness of the Company or any Guarantor that
            is contractually  subordinated  to  the  Notes  or to any Guarantee
            (excluding  any  intercompany  Indebtedness between  or  among  the
            Company and any of its Restricted Subsidiaries); or

      (4)   make any Restricted Investment (all such payments and other actions
            set forth in these clauses (1) through (4) above being collectively
            referred to as "Restricted Payments"),

            unless, at the time of and after  giving  effect to such Restricted
            Payment:

            (1)   no Default or Event of Default has occurred and is continuing
                  or would occur as a consequence of such Restricted Payment;

            (2)   the  Company  could  incur at  least  [e]1.00  of  additional
                  Indebtedness pursuant to the Fixed Charge Coverage Ratio test
                  set forth in the first paragraph of Section 4.09; and

                                    - 50 -

<PAGE>



            (3)   such  Restricted Payment, together with the aggregate  amount
                  of all  other Restricted Payments made by the Company and its
                  Restricted  Subsidiaries  since  the  date  of this Indenture
                  (excluding Restricted Payments permitted by clauses  (2), (3)
                  and  (5) of the next succeeding paragraph), is less than  the
                  sum, without duplication, of:

                  (A)   50%  of  the Consolidated Net Income of the Company for
                        the  period  (taken  as  one  accounting  period)  from
                        January  1,  2004  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, if such Consolidated Net Income
                        for  such  period  is  a  deficit,  less  100%  of such
                        deficit); plus

                  (B)   100% of the aggregate net cash proceeds received by the
                        Company   since   the   date  of  this  Indenture  (but
                        excluding, for the avoidance  of  doubt,  the  proceeds
                        from the Rights Issue) as a contribution to its  common
                        equity  capital  or  from  the  issue or sale of Equity
                        Interests  of  the  Company  (other  than  Disqualified
                        Stock)  or  from  the  issue or sale of convertible  or
                        exchangeable  Disqualified   Stock  or  convertible  or
                        exchangeable debt securities of  the  Company that have
                        been  converted  into  or  exchanged  for  such  Equity
                        Interests (other than Equity Interests (or Disqualified
                        Stock or debt securities) sold to a Subsidiary  of  the
                        Company); plus

                  (C)   an amount equal to the sum of:

                        (i)   the  net reduction in the Investments (other than
                              Permitted Investments) made by the Company or any
                              Restricted  Subsidiary  in  any  Person resulting
                              from  repurchases, repayments or redemptions  of,
                              or expiration  or  cancellation  (in  the case of
                              Investments  consisting  of  Guarantees or  other
                              contingent  obligation)  of such  Investments  by
                              such Person, proceeds realized  on  the  sale  of
                              such  Investment  and  proceeds  representing the
                              return of capital (including by way  of dividends
                              and distributions), in each case received  by the
                              Company or any Restricted Subsidiary, and

                        (ii)  to  the  extent  such  Person  is an Unrestricted
                              Subsidiary,  the  portion (proportionate  to  the
                              Company's direct or  indirect  equity interest in
                              such Unrestricted Subsidiary) of  the Fair Market
                              Value  of  the  net  assets  of such Unrestricted
                              Subsidiary   at   the   time   such  Unrestricted
                              Subsidiary is designated a Restricted Subsidiary;

                  provided, however, that the foregoing sum shall  not  exceed,
                  in  the  case  of any such Person or Unrestricted Subsidiary,
                  the amount of Investments  (excluding  Permitted Investments)
                  previously made (and treated as a Restricted  Payment) by the
                  Company  or  any  Restricted  Subsidiary  in  such Person  or
                  Unrestricted Subsidiary.

                                    - 51 -

<PAGE>



(b)   The provisions of Section 4.07(a) hereof will not prohibit:

      (1)   the payment of any dividend or the consummation of any  irrevocable
            redemption  within  60  days  after the date of declaration of  the
            dividend or giving of the redemption notice, as the case may be, if
            at the date of declaration or notice,  the  dividend  or redemption
            payment would have complied with the provisions of this Indenture;

      (2)   the making of any Restricted Payment in exchange for, or out of the
            net cash proceeds of the substantially concurrent sale  (other than
            to a Subsidiary of the Company) of, Equity Interests of the Company
            (other   than   Disqualified   Stock)  or  from  the  substantially
            concurrent contribution of common  equity  capital  to the Company;
            provided  that  the amount of any such net cash proceeds  that  are
            utilized for any  such  Restricted  Payment  will  be excluded from
            clause (4)(3)(B) of the preceding paragraph;

      (3)   the  repurchase,  redemption,  defeasance  or other acquisition  or
            retirement  for  value  of  Indebtedness  of  the  Company  or  any
            Subsidiary  Guarantor  that  is contractually subordinated  to  the
            Notes  or  to any Guarantee with  the  net  cash  proceeds  from  a
            substantially   concurrent   incurrence  of  Permitted  Refinancing
            Indebtedness;

      (4)   so long as no Default has occurred  and  is  continuing or would be
            caused thereby, the repurchase, redemption or  other acquisition or
            retirement for value of any Equity Interests of  the Company or any
            Restricted Subsidiary of the Company held by any current  or former
            officer,  director  or  employee  of  the  Company  or  any  of its
            Restricted   Subsidiaries   pursuant  to  any  equity  subscription
            agreement,  stock  option  agreement,  shareholders'  agreement  or
            similar agreement; provided  that  the aggregate price paid for all
            such repurchased, redeemed, acquired  or  retired  Equity Interests
            may not exceed *500,000 in any twelve-month period;

      (5)   the  repurchase  of  Equity  Interests  deemed  to  occur upon  the
            exercise  of  stock  options  to  the  extent such Equity Interests
            represent a portion of the exercise price  of  those stock options;
            and

      (6)   so long as no Default has occurred and is continuing  or  would  be
            caused  thereby, the declaration and payment of regularly scheduled
            or  accrued  dividends  to  holders  of  any  class  or  series  of
            Disqualified  Stock of the Company or a Subsidiary Guarantor issued
            on or after the date of this Indenture in accordance with the Fixed
            Charge Coverage Ratio test described in Section 4.09.

(c)   The amount of all Restricted  Payments (other than cash) will be the Fair
      Market Value on the date of the  Restricted  Payment  of  the asset(s) or
      securities  proposed to be transferred or issued by the Company  or  such
      Restricted Subsidiary,  as  the  case  may be, pursuant to the Restricted
      Payment.   The Fair Market Value of any assets  or  securities  that  are
      required to be valued by this covenant will be determined by the Board of
      Directors of  the  Company  whose resolution with respect thereto will be
      delivered to the Trustee.  The  Board of Directors' determination must be
      based upon an

                                    - 52 -

<PAGE>


      opinion or appraisal  issued by an  accounting,  appraisal or  investment
      banking firm of  international  standing if the Fair Market Value exceeds
      $20.0 million.

SECTION 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a)   The  Company  will  not,  and  will  not  permit  any  of  its Restricted
      Subsidiaries  to,  directly or indirectly, create or permit to  exist  or
      become effective any consensual encumbrance or restriction on the ability
      of any Restricted Subsidiary to:

      (1)   pay dividends  or make any other distributions on its Capital Stock
            to the Company or  any  of  its  Restricted  Subsidiaries,  or with
            respect to any other interest or participation in, or measured  by,
            its  profits, or pay any indebtedness owed to the Company or any of
            its Restricted Subsidiaries;

      (2)   make loans  or  advances  to  the  Company or any of its Restricted
            Subsidiaries; or

      (3)   sell,  lease or transfer any of its properties  or  assets  to  the
            Company or any of its Restricted Subsidiaries.

(b)   The restrictions of Section 4.08(a) hereof will not apply to encumbrances
      or restrictions existing under or by reason of:

      (1)   agreements  governing  Existing Indebtedness, the Credit Facilities
            and the Intercreditor Agreement,  in each case, as in effect on the
            date   of   this   Indenture  and  any  amendments,   restatements,
            modifications, renewals,  supplements,  refundings, replacements or
            refinancings  of those agreements; provided  that  the  amendments,
            restatements,  modifications,  renewals,  supplements,  refundings,
            replacements or  refinancings  are not materially more restrictive,
            taken as a whole, with respect to  such  dividend and other payment
            restrictions than those contained in those  agreements  on the date
            of this Indenture;

      (2)   this  Indenture,  the Notes, the Guarantees, the Share Pledges  and
            the Funding Loan Pledge;

      (3)   applicable law, rule, regulation or order;

      (4)   any instrument governing  Indebtedness or Capital Stock of a Person
            acquired by the Company or any of its Restricted Subsidiaries as in
            effect at the time of such  acquisition  (except to the extent such
            Indebtedness or Capital Stock was incurred in connection with or in
            contemplation   of   such   acquisition),  which   encumbrance   or
            restriction is not applicable  to  any Person, or the properties or
            assets of any Person, other than the  Person,  or  the  property or
            assets  of the Person, so acquired; provided that, in the  case  of
            Indebtedness,  such Indebtedness was permitted by the terms of this
            Indenture to be incurred;

      (5)   security agreements  or  mortgages  securing  Indebtedness  to  the
            extent  (a)  such encumbrance or restriction restricts the transfer
            of the property  subject  to  such security agreements or mortgages
            and (b) such Indebtedness was permitted  to be incurred pursuant to
            Section  4.09  and  the  related Liens were permitted  pursuant  to
            Section 4.12;

                                    - 53 -

<PAGE>



      (6)   customary restrictions on subletting, assignment or transfer of any
            property  that  is  subject  to  a  contract  or  license,  of  the
            assignment or transfer of any  contract  or  license,  in each case
            entered into in the ordinary course of business;

      (7)   purchase  money  obligations for property acquired in the  ordinary
            course  of business  and  Capital  Lease  Obligations  that  impose
            restrictions  on  the  property  purchased  or leased of the nature
            described in clause (3) of the preceding paragraph;

      (8)   any  agreement for the sale or other disposition  of  a  Restricted
            Subsidiary   that   restricts   distributions  by  that  Restricted
            Subsidiary pending the sale or other disposition;

      (9)   Permitted Refinancing Indebtedness;  provided that the restrictions
            contained in the agreements governing  such  Permitted  Refinancing
            Indebtedness are not materially more restrictive, taken as a whole,
            than  those  contained in the agreements governing the Indebtedness
            being refinanced;

      (10)  Liens permitted to be incurred under the provisions of Section 4.12
            that limit the right of the debtor to dispose of the assets subject
            to such Liens;

      (11)  provisions limiting  the  disposition  or distribution of assets or
            property (including Equity Interests in  the  entity subject to the
            relevant  agreement)  in  joint  venture  agreements,   asset  sale
            agreements,  sale-leaseback  agreements, stock sale agreements  and
            other similar agreements entered  into  with  the  approval  of the
            Company's  or the Restricted Subsidiary's Board of Directors, which
            limitation is applicable only to the assets that are the subject of
            such agreements;

      (12)  restrictions  on  cash  or  other  deposits or net worth imposed by
            customers under contracts entered into  in  the  ordinary course of
            business; and

      (13)  pursuant  to  an  agreement  or  instrument  (A)  relating  to  any
            Indebtedness  permitted to be incurred subsequent to  the  date  of
            this Indenture  pursuant  to  the provisions of Section 4.09 (i) if
            the encumbrances and restrictions  contained  in any such agreement
            or instrument taken as a whole are not materially less favorable to
            the  holders  of the Notes than the encumbrances  and  restrictions
            contained in the  Senior Facilities, the security documents related
            thereto and the Intercreditor Agreement as in effect on the date of
            this Indenture, or  (ii)  if  such encumbrances and restrictions is
            not materially more disadvantageous  to  the  holders  of the Notes
            than  is  customary  in  comparable  financings and either (x)  the
            Company determines that such encumbrance  or  restriction  will not
            materially  affect  the  Issuer's  ability  to  make  principal  or
            interest   payments  on  the  Notes  or  (y)  such  encumbrance  or
            restriction  applies  only  if  a  default  occurs  in respect of a
            payment or financial covenant relating to such Indebtedness.

SECTION 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

(a)   The  Company  will  not,  and  will  not  permit  any  of  its Restricted
      Subsidiaries  to,  directly or indirectly, create, incur, issue,  assume,
      guarantee or otherwise become directly or indirectly liable, contingently
      or otherwise, with respect  to  (collectively,  "incur") any Indebtedness
      (including Acquired Indebtedness), and the Company  will  not  issue  any

                                    - 54 -

<PAGE>


      Disqualified Stock and will not permit any of its Restricted Subsidiaries
      to  issue  any  shares  of  preferred  stock; provided, however, that the
      Company may incur Indebtedness (including Acquired Indebtedness) or issue
      Disqualified Stock, and the Issuer may issue  Additional  Notes  and  the
      Guarantors  may  incur  Indebtedness (including Acquired Indebtedness) or
      issue  preferred stock, if  the  Fixed  Charge  Coverage  Ratio  for  the
      Company's  most  recently  ended  four  full  fiscal  quarters  for which
      internal  financial  statements  are available immediately preceding  the
      date  on  which  such  additional  Indebtedness   is   incurred  or  such
      Disqualified Stock or such preferred stock is issued, as the case may be,
      would  have been at least 2.50 to 1.00, determined on a pro  forma  basis
      (including  a pro forma application of the net proceeds therefrom), as if
      the additional  Indebtedness  had been incurred or the Disqualified Stock
      or the preferred stock had been  issued,  as  the  case  may  be,  at the
      beginning of such four-quarter period.

(b)   The provisions of Section 4.09(a) hereof will not prohibit the incurrence
      of  any  of the following items of Indebtedness (collectively, "Permitted
      Indebtedness"):

      (1)   the  incurrence  by  the  Company  and any Restricted Subsidiary of
            additional  Indebtedness  and  letters   of   credit  under  Credit
            Facilities  in  an  aggregate  principal  amount at  any  one  time
            outstanding  under  this clause (1)(with letters  of  credit  being
            deemed to have a principal  amount  equal  to the maximum potential
            liability   of   the   Company  and  its  Restricted   Subsidiaries
            thereunder) not to exceed *330 million less the aggregate amount of
            all Net Proceeds of Asset  Sales  applied  by the Company or any of
            its  Restricted Subsidiaries since the date of  this  Indenture  to
            repay  any  term  Indebtedness under any such Credit Facility or to
            repay any revolving  credit  Indebtedness  under  any  such  Credit
            Facility and effect a corresponding commitment reduction thereunder
            pursuant  to  Section  4.10  and  less  the aggregate amount of any
            commitment reduction, cancellation or repayment under any letter of
            credit under Term Loan B of the German Senior Facility;

      (2)   the  incurrence by the Company and its Restricted  Subsidiaries  of
            the Existing Indebtedness;

      (3)   the incurrence  by the Issuer, the Company and the other Guarantors
            of Indebtedness represented by the Notes and the related Guarantees
            to be issued on the date of this Indenture;

      (4)   the incurrence by the Company or any of its Restricted Subsidiaries
            of Indebtedness represented  by Capital Lease Obligations, mortgage
            financings or purchase money obligations,  in  each  case, incurred
            for the purpose of financing all or any part of the purchase  price
            or  cost  of  design,  construction, installation or improvement of
            property, plant or equipment used in the business of the Company or
            any  of  its Restricted Subsidiaries,  in  an  aggregate  principal
            amount, including  all  Permitted Refinancing Indebtedness incurred
            to renew, refund, refinance,  replace,  defease  or  discharge  any
            Indebtedness  incurred  pursuant  to this clause (4), not to exceed
            [e]10.0 million at any time outstanding;

      (5)   the incurrence by the Company or any of its Restricted Subsidiaries
            of Permitted Refinancing Indebtedness  in  exchange for, or the net
            proceeds  of which are used to renew, refund,  refinance,  replace,
            defease or  discharge  any  Indebtedness  (other  than intercompany
            Indebtedness or Indebtedness represented by the

                                    - 55 -

<PAGE>


            Convertible  Bonds)  that was  permitted  by this  Indenture  to be
            incurred under the first paragraph of this covenant or clauses (2),
            (3), (4), (5) or (14) of this paragraph;

      (6)   the incurrence by the Company or any of its Restricted Subsidiaries
            of  intercompany Indebtedness between or among the Company and  any
            of its Restricted Subsidiaries; provided, however, that:

            (1)   if  the  Company  or  any  Guarantor  is  the obligor on such
                  Indebtedness and the payee is not the Company or a Guarantor,
                  such Indebtedness must be expressly subordinated to the prior
                  payment  in  full in cash of all Obligations  then  due  with
                  respect to the  Notes,  in  the  case  of  the Issuer, or the
                  Guarantee, in the case of a Guarantor; and

            (2)   (i)  any subsequent issuance or transfer of Equity  Interests
                  that results  in any such Indebtedness being held by a Person
                  other than the  Company  or  a  Restricted  Subsidiary of the
                  Company  and  (ii)  any  sale or other transfer of  any  such
                  Indebtedness to a Person that  is not either the Company or a
                  Restricted Subsidiary of the Company, will be deemed, in each
                  case, to constitute an incurrence of such Indebtedness by the
                  Company or such Restricted Subsidiary,  as  the  case may be,
                  that was not permitted by this clause (6);

      (7)   the issuance by any of the Company's Restricted Subsidiaries to the
            Company  or  to  any  of  its Restricted Subsidiaries of shares  of
            preferred stock; provided, however, that:

            (1)   any subsequent issuance  or transfer of Equity Interests that
                  results in any such preferred  stock  being  held by a Person
                  other  than  the  Company or a Restricted Subsidiary  of  the
                  Company; and

            (2)   any sale or other transfer  of  any such preferred stock to a
                  Person  that  is  not  either  the Company  or  a  Restricted
                  Subsidiary of the Company, will  be  deemed, in each case, to
                  constitute  an  issuance  of  such preferred  stock  by  such
                  Restricted Subsidiary that was  not  permitted by this clause
                  (7);

      (8)   the incurrence by the Company or any of its Restricted Subsidiaries
            of Hedging Obligations in the ordinary course of business;

      (9)   the guarantee by the Company or any of the Subsidiary Guarantors of
            Indebtedness  of  the  Company  or a Subsidiary  Guarantor  of  the
            Company that was permitted to be  incurred  by another provision of
            this covenant; provided that if the Indebtedness  being  guaranteed
            is subordinated to or pari passu with the Notes, then the Guarantee
            shall  be  subordinated  or pari passu, as applicable, to the  same
            extent as the Indebtedness guaranteed;

      (10)  the incurrence by the Company or any of its Restricted Subsidiaries
            of  Indebtedness  in  respect   of  workers'  compensation  claims,
            self-insurance obligations, bankers'  acceptances, performance, bid
            and surety bonds in the ordinary course of business;

                                    - 56 -

<PAGE>



      (11)  the incurrence by the Company or any of its Restricted Subsidiaries
            of  Indebtedness  arising from the honoring  by  a  bank  or  other
            financial institution  of  a  check,  draft  or  similar instrument
            inadvertently  drawn against insufficient funds, so  long  as  such
            Indebtedness is covered within five business days;

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

      (13)  Indebtedness constituting reimbursement obligations with respect to
            bank guarantees and VAT guarantees issued in the ordinary course of
            business; provided,  however,  that,  upon  demand being made under
            such reimbursement obligations, such demands  are  satisfied within
            30 days of the date of such demand; and

      (14)  (a)  the incurrence by any Guarantor of additional Indebtedness  in
            an aggregate principal amount (or accreted value, as applicable) at
            any time outstanding, not to exceed *20 million; (b) the incurrence
            by any Restricted Subsidiary which is not a Guarantor of additional
            Indebtedness  in  an aggregate principal amount (or accreted value,
            as applicable) at any  time outstanding, not to exceed *30 million;
            and (c) the incurrence of  additional  Indebtedness in an aggregate
            principal amount (or accreted value, as  applicable)  at  any  time
            outstanding,  not to exceed *25 million; provided however, that the
            aggregate principal  amount  (or  accreted value, as applicable) of
            additional Indebtedness incurred pursuant to this clause (14) shall
            at no time exceed *50 million at any time outstanding.

(c)   For purposes of determining compliance with  this  Section  4.09,  in the
      event  that  an  item of proposed Indebtedness meets the criteria of more
      than one of the categories of Permitted Indebtedness described in clauses
      (1) through (14) above,  or  is  entitled  to be incurred pursuant to the
      first  paragraph  of  this covenant, the Company  will  be  permitted  to
      classify such item of Indebtedness  on  the  date  of  its incurrence, or
      later  reclassify all or a portion of such item of Indebtedness,  in  any
      manner that  complies  with  this  covenant.   Indebtedness  under Credit
      Facilities  outstanding  on the date on which Notes are first issued  and
      authenticated under this Indenture  will initially be deemed to have been
      incurred on such date in reliance on the exception provided by clause (1)
      of the definition of Permitted Indebtedness.

(d)   The accrual of interest, the accretion  or amortization of original issue
      discount, the payment of interest on any  Indebtedness  in  the  form  of
      additional  Indebtedness  with  the  same  terms, the reclassification of
      preferred stock as Indebtedness due to a change in accounting principles,
      and  the  payment  of dividends on Disqualified  Stock  in  the  form  of
      additional shares of  the  same  class  of Disqualified Stock will not be
      deemed to be an incurrence of Indebtedness or an issuance of Disqualified
      Stock for purposes of this covenant; provided,  in  each  such case, that
      the  amount  thereof  is  included  in  Fixed  Charges of the Company  as
      accrued.   For  purposes  of  determining  compliance   with   the   euro
      denominated   restriction   on   the  incurrence  of  Indebtedness  where
      Indebtedness incurred is denominated  in a different currency, the amount
      of such Indebtedness will be the Euro Equivalent  determined  on the date
      of  the  incurrence  of  such Indebtedness.  The principal amount of  any
      Permitted Refinancing Indebtedness  incurred  will be the Euro Equivalent
      of the Indebtedness refinanced, except to the extent  that  the principal
      amount  of the Permitted Refinancing Indebtedness exceeds the  equivalent
      amount of  the  Indebtedness  being  refinanced,  in  which case the Euro
      Equivalent of such excess

                                    - 57 -

<PAGE>


      will be determined on the date such Permitted Refinancing Indebtedness is
      incurred.  Notwithstanding  any other  provision  of this  covenant,  the
      maximum  amount  of  Indebtedness  that  the  Company  or any  Restricted
      Subsidiary  may incur pursuant to this covenant shall not be deemed to be
      exceeded solely as a result of fluctuations in exchange rates or currency
      values.

SECTION 4.10 Asset Sales.

(a)   The  Company  will  not,  and  will  not  permit  any  of  its Restricted
      Subsidiaries to, consummate an Asset Sale unless:

      (1)   the  Company  (or  the Restricted Subsidiary, as the case  may  be)
            receives consideration at the time of the Asset Sale at least equal
            to the Fair Market Value  of  the assets or Equity Interests issued
            or sold or otherwise disposed of; and

      (2)   at least 75% of the consideration received in the Asset Sale by the
            Company or such Restricted Subsidiary  is  in  the  form of cash or
            Cash  Equivalents.   For  purposes of this provision, each  of  the
            following will be deemed to be cash:

            (1)   any  liabilities,  as shown  on  the  Company's  most  recent
                  consolidated balance  sheet, of the Company or any Restricted
                  Subsidiary (other than contingent liabilities and liabilities
                  that are by their terms  subordinated  to  the  Notes  or any
                  Guarantee)  that  are  assumed  by the transferee of any such
                  assets  and  for  which  the  Company   or   such  Restricted
                  Subsidiary  has  been  validly  released by all creditors  in
                  writing;

            (2)   any securities, notes or other obligations  received  by  the
                  Company   or   any   such  Restricted  Subsidiary  from  such
                  transferee  that  are  converted   by  the  Company  or  such
                  Restricted Subsidiary into cash within 180 days following the
                  closing  of  such  Asset  Sale,  to the extent  of  the  cash
                  received in that conversion; and

            (3)   any stock or assets of the kind referred to in clauses (2) or
                  (4) of the next paragraph of this covenant.

(b)   Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
      the Company (or the applicable Restricted Subsidiary, as the case may be)
      may apply such Net Proceeds at its option:

      (1)   to  repay  Senior  Indebtedness or Indebtedness  under  the  Senior
            Facilities of a Restricted  Subsidiary  that  is  not  a Subsidiary
            Guarantor  and,  if  the  Indebtedness  repaid  is revolving credit
            Indebtedness,  to correspondingly reduce commitments  with  respect
            thereto;

      (2)   to acquire all or  substantially  all  of  the  assets  of,  or any
            Capital  Stock  of,  another  Permitted  Business, if, after giving
            effect  to  any such acquisition of Capital  Stock,  the  Permitted
            Business is or becomes a Restricted Subsidiary of the Company;

      (3)   to make a capital expenditure; or

                                    - 58 -

<PAGE>



      (4)   to acquire other  assets  that are not classified as current assets
            under IFRS and that are used or useful in a Permitted Business,

      provided  that  if  the  Asset  Sale  was  consummated  by  a  Subsidiary
      Guarantor,  in  addition  to  the  requirements  set  forth  above,  such
      Subsidiary Guarantor shall be required to:

      (1)   to  repay  Senior Indebtedness or  Indebtedness  under  the  Senior
            Facilities of  a  Restricted  Subsidiary  that  is not a Subsidiary
            Guarantor  and,  if  the  Indebtedness  repaid is revolving  credit
            Indebtedness,  to correspondingly reduce commitments  with  respect
            thereto;

      (2)   to acquire all or  substantially  all  of  the  assets  of,  or any
            Capital  Stock  of,  another  Permitted  Business, if, after giving
            effect  to  any such acquisition of Capital  Stock,  the  Permitted
            Business is or becomes a Guarantor;

      (3)   to make a capital  expenditure  for  an  asset  to  be  owned  by a
            Guarantor; or

      (4)   to  acquire  other assets that are not classified as current assets
            under IFRS and  that are used or useful in a Permitted Business and
            are otherwise owned by a Guarantor.

(c)   Pending the final application  of  any  Net  Proceeds,  the  Company  may
      temporarily  reduce  revolving  credit borrowings or otherwise invest the
      Net Proceeds in any manner that is not prohibited by this Indenture.

(d)   Any Net Proceeds from Asset Sales  that  are  not  applied or invested as
      provided in the second paragraph of this covenant will constitute "Excess
      Proceeds."  When  the aggregate amount of Excess Proceeds  exceeds  *10.0
      million, within five business days thereof, the Issuer will make an Asset
      Sale Offer to all Holders  of Notes and all holders of other Indebtedness
      that is pari passu with the  Notes containing provisions similar to those
      set forth in this Indenture with  respect to offers to purchase or redeem
      with the proceeds of sales of assets  to  purchase  the maximum principal
      amount  of  Notes  and  such other pari passu Indebtedness  that  may  be
      purchased out of the Excess  Proceeds.  The offer price in any Asset Sale
      Offer will be equal to 100% of  the  principal  amount  plus  accrued and
      unpaid interest to the date of purchase, and will be payable in cash.  If
      any Excess Proceeds remain after consummation of an Asset Sale Offer, the
      Company  may  use  those  Excess  Proceeds  for any purpose not otherwise
      prohibited by this Indenture.  If the aggregate principal amount of Notes
      and other pari passu Indebtedness tendered into  such  Asset  Sale  Offer
      exceeds  the amount of Excess Proceeds, the Trustee will select the Notes
      and such other  pari  passu  Indebtedness  to  be purchased on a pro rata
      basis.  Upon completion of each Asset Sale Offer,  the  amount  of Excess
      Proceeds will be reset at zero.

(e)   The  Issuer  will  comply  with the requirements of Rule 14e-1 under  the
      Exchange Act and any other securities  laws and regulations thereunder to
      the extent those laws and regulations are  applicable  in connection with
      each repurchase of Notes pursuant to an Asset Sale Offer.   To the extent
      that  the provisions of any securities laws or regulations conflict  with
      the Asset  Sale provisions of this Indenture, the Issuer will comply with
      the applicable  securities laws and regulations and will not be deemed to
      have breached its  obligations  under  the  Asset Sale provisions of this
      Indenture by virtue of such compliance.

                                    - 59 -

<PAGE>


SECTION 4.11 Transactions with Affiliates.

(a)   The  Company  will  not,  and  will  not  permit any  of  its  Restricted
      Subsidiaries  to,  make  any  payment  to, or sell,  lease,  transfer  or
      otherwise dispose of any of its properties  or assets to, or purchase any
      property or assets from, or enter into or make  or amend any transaction,
      contract, agreement, understanding, loan, advance  or  guarantee with, or
      for  the  benefit of, any Affiliate of the Company (each,  an  "Affiliate
      Transaction"), unless:

      (1)   the Affiliate  Transaction is on terms that are not materially less
            favorable to the Company or the relevant Restricted Subsidiary than
            those that would  have been obtained in a comparable transaction by
            the Company or such Restricted Subsidiary with an unrelated Person;
            and

      (2)   the Company delivers to the Trustee:

            (1)   with respect  to  any  Affiliate  Transaction  or  series  of
                  related    Affiliate    Transactions    involving   aggregate
                  consideration in excess of *5.0 million,  a resolution of the
                  Board of Directors of the Company set forth  in  an Officers'
                  Certificate   certifying   that  such  Affiliate  Transaction
                  complies  with  this  covenant   and   that   such  Affiliate
                  Transaction   has   been  approved  by  a  majority  of   the
                  disinterested members  of  the  Board  of  Directors  of  the
                  Company; and

            (2)   with  respect  to  any  Affiliate  Transaction  or  series of
                  related    Affiliate    Transactions    involving   aggregate
                  consideration in excess of *15.0 million,  an  opinion  as to
                  the  fairness  to  the  Company  or  such  Subsidiary of such
                  Affiliate Transaction from a financial point  of  view issued
                  by  an  accounting,  appraisal or investment banking firm  of
                  international standing.

(b)   The following items will not be deemed  to be Affiliate Transactions and,
      therefore, will not be subject to the provisions of the prior paragraph:

      (1)   the  entering  into,  maintaining  or performing  of  any  employee
            contract, collective bargaining agreement, benefit plan, program or
            arrangement,  related  trust  agreement   or   any   other  similar
            arrangement   for   or  with  any  employee,  officer  or  director
            heretofore or hereafter  entered  into  in  the  ordinary course of
            business,   including   vacation,   health,   insurance,   deferred
            compensation,  severance,  retirement,  savings  of  other  similar
            plans,  programs  or  arrangements;  the  payment  of compensation,
            performance of indemnification or contribution obligations  or  any
            issuance,  grant  or  award  or stock options, other equity-related
            interests of other securities,  to employees, officers or directors
            in the ordinary course of business;  or  the  payment  of  fees  to
            directors;

      (2)   transactions  between  or  among  the Company and/or its Restricted
            Subsidiaries;

      (3)   transactions with a Person (other than  an  Unrestricted Subsidiary
            of the Company) that is an Affiliate of the Company  solely because
            the  Company owns, directly or through a Restricted Subsidiary,  an
            Equity  Interest in, can designate one or more board members of, or
            otherwise controls, such Person;

                                    - 60 -

<PAGE>



      (4)   payment of  reasonable  directors'  fees  to  Persons  who  are not
            otherwise Affiliates of the Company;

      (5)   any issuance of Equity Interests (other than Disqualified Stock) of
            the Company to Affiliates of the Company;

      (6)   Restricted  Payments  that  do  not  violate the provisions of this
            Indenture   described  above  under  the  caption   "-   Restricted
            Payments;"

      (7)   any customary  tax  sharing  agreement  or arrangement and payments
            pursuant thereto between or among the Company,  the  Issuer and any
            Restricted Subsidiaries not otherwise prohibited by this Indenture;

      (8)   any  agreement  in  effect  on  the date of this Indenture  or  any
            amendment thereto (so long as such amendment is not disadvantageous
            to  the  holders,  in  any  material respect)  or  any  transaction
            contemplated thereby; and

      (9)   loans or advances to employees  in  the ordinary course of business
            not  to  exceed  e2.0  million in the aggregate  at  any  one  time
            outstanding.

SECTION 4.12 Liens.

(a)   The  Company  will  not  and  will  not  permit  any  of  its  Restricted
      Subsidiaries to, create, incur,  assume  or  otherwise cause or suffer to
      exist  or  become effective any Lien (the "Initial  Lien")  of  any  kind
      (other  than   Permitted   Liens)   securing  Indebtedness,  Attributable
      Indebtedness or trade payables upon any  of their property or assets, now
      owned or hereafter acquired, unless all payments due under this Indenture
      and  the Notes are secured on an equal and  ratable  basis  (or,  if  the
      Indebtedness  or  Attributable Indebtedness to be secured by such Lien is
      subordinate or junior  in right of payment to the Notes or any Guarantee,
      as applicable, in priority to) with the obligations so secured until such
      time as such obligations are no longer secured by a Lien.

(b)   Any Lien created for the  benefit of the holders of the Notes pursuant to
      the preceding paragraph shall  provide  by its terms that such Lien shall
      be  automatically  released and discharged  upon:  (i)  the  release  and
      discharge of the Initial  Lien;  (ii)  with  respect  to  any  Restricted
      Subsidiary  the  assets  of  which,  or  the  Capital Stock of which, are
      encumbered  by  such  Lien,  upon,  (A)  any  sale,  exchange   or  other
      disposition to a Person that is not an Affiliate of the Company of all of
      the  Capital  Stock  of  such  Restricted  Subsidiary  held  directly  of
      indirectly  by  the  Company of all or substantially all of the assets of
      such  Restricted  Subsidiary;  provided  that  the  Company  applies  the
      proceeds  of  such  sale,  exchange  or  other  disposition  is  made  in
      compliance with Section  4.10  or  (B) the designation of such Restricted
      Subsidiary as an Unrestricted Subsidiary  in accordance with the terms of
      this Indenture; or (iii) upon the effectiveness  of  any legal defeasance
      of the Notes as specified in this Indenture.

SECTION 4.13 Issuer; Group Business Activities.

(a)   The Issuer will not engage in any activity, except any activity:


                                    - 61 -

<PAGE>


      (1)   relating to the offering, sale, issuance and servicing of the Notes
            or other Indebtedness of the Issuer permitted under  this Indenture
            or  lending  of  the  proceeds  of  the  Notes  or  any  such other
            Indebtedness to the Company;

      (2)   undertaken with the purpose of, and directly related to, fulfilling
            its  obligations  under the Notes and this Indenture of such  other
            Indebtedness,  including   the   making  of  the  Issuer  Permitted
            Investments, or

      (3)   directly related to the establishment  and/or  maintenance  of  the
            Issuer's corporate existence or to the maintenance in Luxembourg of
            a seat and place of management for legal and tax purposes.

(b)   The Issuer shall not:

      (1)   issue  any  Capital  Stock  other than to the Company or SGL CARBON
            Beteiligung GmbH;

      (2)   take any action which would cause  it  to  no  longer  satisfy  the
            requirements  of  an available exemption from the provisions of the
            U.S. Investment Company Act of 1940, as amended; or

      (3)   make any Issuer Restricted  Payment,  incur any Lien (other than an
            Issuer  Permitted  Lien),  or sell, lease,  transfer  or  otherwise
            dispose of any interest in any  asset  other  than  pursuant to the
            Share  Pledges  and  the  Funding  Loan  Pledge  and  as  expressly
            permitted under this Indenture.

(c)   The  Company  will  not,  and  will  not  permit  any  of  its Restricted
      Subsidiaries to, engage in any business other than Permitted  Businesses,
      except  to  such  extent as would not be material to the Company and  its
      Restricted Subsidiaries taken as a whole.

SECTION 4.14 Corporate Existence.

Subject to Article 5 hereof,  the  Company  shall  do  or  cause to be done all
things necessary to preserve and keep in full force and effect:

(a)   its  corporate  existence,  and  the  corporate,  partnership   or  other
      existence  of each of its Subsidiaries, in accordance with the respective
      organizational  documents  (as the same may be amended from time to time)
      of the Company or any such Subsidiary; and

(b)   the  rights  (charter and statutory),  licenses  and  franchises  of  the
      Company and its  Subsidiaries;  provided, however, that the Company shall
      not be required to preserve any such  right, license or franchise, or the
      corporate, partnership or other existence  of any of its Subsidiaries, if
      the Board of Directors shall determine that  the  preservation thereof is
      no longer desirable in the conduct of the business of the Company and its
      Subsidiaries, taken as a whole, and that the loss thereof  is not adverse
      in any material respect to the Holders of the Notes.

SECTION 4.15 Offer to Repurchase Upon Change of Control.

(a)   If a Change of Control  occurs,  each Holder of Notes will have the right
      to require the Issuer to repurchase all or any part (equal to [e]1,000 or
      an integral multiple of [e]1,000) of

                                    - 62 -

<PAGE>



      that holder's  Notes  pursuant to a change of control offer (a "Change of
      Control Offer").  In the Change of Control Offer, the Issuer will offer a
      Change  of  Control  Payment  in cash  equal  to  101%  of the  aggregate
      principal amount of Notes repurchased,  plus accrued and unpaid interest,
      on the Notes  repurchased to the date of purchase,  subject to the rights
      of Holders of Notes on the relevant  record date to receive  interest due
      on the relevant Regular  Interest Payment Date.  Within 30 days following
      any  Change of  Control,  the  Issuer  will mail a notice to each  holder
      describing the transaction or transactions  that constitute the Change of
      Control and offering to repurchase Notes on the Change of Control Payment
      Date specified in the notice,  which date will be no earlier than 30 days
      and no later than 60 days from the date such  notice is mailed,  pursuant
      to the  procedures  required  by this  Indenture  and  described  in such
      notice.

(b)   The  Issuer will comply with the requirements of  Rule  14e-1  under  the
      Exchange  Act and any other securities laws and regulations thereunder to
      the extent  those  laws and regulations are applicable in connection with
      the repurchase of the  Notes  as a result of a Change of Control.  To the
      extent that the provisions of any securities laws or regulations conflict
      with the Change of Control provisions  of this Indenture, the Issuer will
      comply with the applicable securities laws  and  regulations and will not
      be deemed to have breached its obligations under the  Change  of  Control
      provisions of this Indenture by virtue of such compliance.

(c)   On  the  Change  of  Control Payment Date, the Issuer will, to the extent
      lawful:

      (1)   accept for payment all Notes or portions of Notes properly tendered
            pursuant to the Change of Control Offer;

      (2)   deposit with the  paying  agent  an  amount  equal to the Change of
            Control  Payment  in  respect  of  all Notes or portions  of  Notes
            properly tendered; and

      (3)   deliver or cause to be delivered to  the Trustee the Notes properly
            accepted  together  with  an  Officers'  Certificate   stating  the
            aggregate  principal  amount  of  Notes or portions of Notes  being
            purchased by the Issuer.

(d)   The  paying agent will promptly mail to each  Holder  of  Notes  properly
      tendered  the  Change  of Control Payment for such Notes, and the Trustee
      will promptly authenticate  and  mail (or cause to be transferred by book
      entry)  to  each  holder a new note equal  in  principal  amount  to  any
      unpurchased portion  of  the  Notes surrendered, if any.  The Issuer will
      publicly announce the results of  the  Change  of  Control Offer on or as
      soon as practicable after the Change of Control Payment Date.

(e)   Prior to complying with any of the provisions of this  Section  4.15, but
      in  any  event  within 90 days following a Change of Control, the Company
      will either repay  all  outstanding  Senior  Indebtedness  or  obtain the
      requisite  consents,  if  any, under all agreements governing outstanding
      Senior Indebtedness to permit  the  repayment  of  the  Funding  Loan and
      repurchase of Notes required by this Section 4.15.

(f)   The Issuer will not be required to make a Change of Control Offer  upon a
      Change  of Control if (1) a third party makes the Change of Control Offer
      in the manner,  at  the  times  and  otherwise  in  compliance  with  the
      requirements  set  forth  in  this  Indenture  applicable  to a Change of
      Control  Offer  made  by  the  Issuer  and  purchases  all Notes properly
      tendered  and  not  withdrawn under the Change of Control Offer,  or  (2)
      notice of

                                    - 63 -

<PAGE>

      redemption  has been given  pursuant to Section  3.07 of this  Indenture,
      unless  and  until  there  is a  default  in  payment  of the  applicable
      redemption price.

SECTION 4.16 No Layering of Indebtedness.

(a)   The   Issuer  will  not  incur  any  Indebtedness  (including   Permitted
      Indebtedness)  that  is contractually subordinated in right of payment to
      any other Indebtedness  of  the  Issuer  unless such Indebtedness is also
      contractually  subordinated  in  right  of  payment   to   the  Notes  on
      substantially  identical  terms;  provided, however, that no Indebtedness
      will be deemed to be contractually  subordinated  in  right of payment to
      any other Indebtedness of Issuer solely by virtue of being  unsecured  or
      by virtue of being secured on a first or junior Lien basis.

(b)   No  Guarantor  (including,  without  limitation, the Company) will incur,
      create,  issue,  assume, guarantee or otherwise  become  liable  for  any
      Indebtedness that  is  contractually  subordinate  or  junior in right of
      payment to the Senior Indebtedness of such Guarantor and  senior in right
      of payment to such Guarantor's Guarantee.  No such Indebtedness  will  be
      considered  to  be senior by virtue of being secured on a first or junior
      priority basis.

SECTION 4.17 Limitation on Sale and Leaseback Transactions.

The Company will not, and  will  not  permit any of its Restricted Subsidiaries
to, enter into any sale and leaseback transaction; provided that the Company or
any Subsidiary Guarantor may enter into a sale and leaseback transaction if:

(a)   The Company or that Subsidiary Guarantor,  as  applicable, could have (a)
      incurred Indebtedness in an amount equal to the Attributable Indebtedness
      relating to such sale and leaseback transaction  under  the  Fixed Charge
      Coverage Ratio test in Section 4.09(a) and (b) incurred a Lien  to secure
      such Indebtedness pursuant to Section 4.12 hereof;

(b)   the  gross  cash  proceeds of that sale and leaseback transaction are  at
      least equal to the  Fair Market Value, as determined in good faith by the
      Board  of  Directors of  the  Company  and  set  forth  in  an  Officers'
      Certificate delivered to the Trustee, of the property that is the subject
      of that sale and leaseback transaction; and

(c)   the transfer  of  assets  in  that  sale  and  leaseback  transaction  is
      permitted  by,  and  the  Company  or the applicable Subsidiary Guarantor
      applies the proceeds of such transaction in compliance with, Section 4.10
      hereof.

SECTION 4.18 Limitation on Issuances and Sales of Equity Interests in
             Wholly-Owned Restricted Subsidiaries.

(a)   The Company:

      (1)   will not, and will not permit  any  Restricted Subsidiary to, sell,
            lease, transfer or otherwise dispose of any Equity Interests of any
            Restricted Subsidiary to any Person (other than to the Company or a
            Wholly-Owned Restricted Subsidiary); and

                                    - 64 -

<PAGE>


      (2)   will  not permit any Restricted Subsidiary  to  issue  any  of  its
            Equity  Interests  (other  than, if necessary, shares of its Equity
            Interests  constituting  directors'   or   other  legally  required
            qualifying shares) to any Person (other than  to  the  Company or a
            Wholly-Owned Restricted Subsidiary);

      in  each  case, unless such issuance, sale or disposition is effected  in
      compliance with Section 4.10 and

            (1)   immediately  after  giving  effect  to such issuance, sale or
                  other  disposition,  such  Restricted  Subsidiary  remains  a
                  Restricted Subsidiary; or

            (2)   immediately  after giving effect to such  issuance,  sale  or
                  other disposition, such Restricted Subsidiary would no longer
                  constitute a Restricted Subsidiary and any Investment in such
                  Person remaining  after giving effect thereto is treated as a
                  new Investment by the  Company  and  such Investment would be
                  permitted to be made pursuant to Section  4.07 if made on the
                  date of such issuance, sale or other disposition,

      provided that, in no event shall the Company permit the  Issuer  to issue
      any  of  its  Equity  Interests  (other than, if necessary, shares of its
      Equity  Interests  constituting  directors'  or  other  legally  required
      qualifying shares) to any Person other  than to the Company or SGL CARBON
      Beteiligung GmbH.

SECTION 4.19 Subsidiary Guarantees of Indebtedness.

(a)   The Company will not permit any of its Restricted  Subsidiaries that is a
      Significant  Subsidiary, directly or indirectly, to guarantee  or  pledge
      any assets to secure the payment of any other Indebtedness of the Company
      (other than Guarantees  provided  for  the  benefit  of Credit Facilities
      constituting Senior Indebtedness in existence on or prior  to the date of
      this Indenture) unless such Restricted Subsidiary simultaneously executes
      and delivers a supplemental indenture providing for the Guarantee  of the
      payment of the Notes by such Restricted Subsidiary, which Guarantee  will
      be senior to or pari passu with such Restricted Subsidiary's Guarantee of
      or   pledge   to   secure  such  other  Indebtedness  unless  such  other
      Indebtedness is Senior  Indebtedness,  in which case the Guarantee of the
      Notes may be subordinated to the Guarantee of such Senior Indebtedness to
      the  same  extent  as  the  Notes  are  subordinated   to   such   Senior
      Indebtedness;  provided  that the Company shall not be obligated to cause
      such Restricted Subsidiary to Guarantee the Notes to the extent that such
      Guarantee could be reasonably  be  expected  to give rise to or result in
      (now or in the future):

      (1)   any violation of applicable law that cannot be avoided or otherwise
            prevented through measures reasonably available  to  the Company or
            such Restricted Subsidiary;

      (2)   any liability for the officers, directors or shareholders  of  such
            Restricted Subsidiary; or

      (3)   any  cost,  expense,  liability  or obligations (including any tax)
            other  that  reasonable  out  of pocket  expenses  and  other  than
            reasonable governmental or regulatory filing fees.

                                    - 65 -

<PAGE>



(b)   If  (A)  a  Subsidiary  Guarantor sells,  leases,  conveys  or  otherwise
      disposes of any assets (other than inventory, raw materials, supplies and
      intellectual property and know-how in the ordinary course of business) or
      rights (other than cash or  Cash  Equivalents), or issues or sells Equity
      Interests  in any of the Company's Restricted  Subsidiaries  (other  than
      directors' qualifying  shares  or shares required by applicable law to be
      held by a Person other than the  Company or a Restricted Subsidiary) to a
      Restricted Subsidiary that is not  a  Subsidiary  Guarantor  in  one or a
      series  of  related  transactions  and  (B) the book value of all assets,
      rights or Equity Interests so sold, leased,  conveyed, otherwise disposed
      or  issued  measured on an aggregate basis from  the  date  of  the  last
      quarterly balance  sheet date prior to the date of this Indenture exceeds
      5% of the Subsidiary  Guarantors'  consolidated  assets (net of goodwill)
      measured  as  of  the date of the Subsidiary Guarantors'  latest  balance
      sheet prior to the  date  of  such  sale,  lease, conveyance, disposal or
      issuance, then the Company shall cause:

      (1)   one or more non-Guarantor Restricted Subsidiaries to simultaneously
            execute  and  deliver a supplemental indenture  providing  for  the
            Guarantee  of  the   payment   of  the  Notes  by  such  Restricted
            Subsidiaries such that, after giving  effect  to the new Subsidiary
            Guarantees, the Subsidiary Guarantors' consolidated  assets (net of
            goodwill)  exceeds  the Subsidiary Guarantors' consolidated  assets
            (net of goodwill) immediately  prior to the disposition giving rise
            to the new Subsidiary Guarantee or Guarantees; and

      (2)   the  direct  parent  company  or companies  of  such  non-Guarantor
            Restricted Subsidiary to simultaneously execute and deliver a share
            pledge,  on  terms substantially  similar  to  the  Share  Pledges,
            granting a second-ranking  pledge  of  the  Capital  Stock  of such
            non-Guarantor  Restricted Subsidiary to the Security Agent for  the
            benefit of the Trustee and the holders of the Notes.

SECTION 4.20 Payments for Consent.

The Company will not, and will  not  permit  any of its Restricted Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for
the  benefit of any Holder of Notes for or as an  inducement  to  any  consent,
waiver  or amendment of any of the terms or provisions of this Indenture or the
Notes unless  such  consideration  is  offered  to  be  paid and is paid to all
holders of the Notes that consent, waive or agree to amend  in  the  time frame
set  forth  in  the solicitation documents relating to such consent, waiver  or
agreement.

SECTION 4.21 Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors  of  the Company may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if that designation would not cause a Default.
If a Restricted Subsidiary is  designated  as  an  Unrestricted Subsidiary, the
aggregate Fair Market Value of all outstanding Investments owned by the Company
and  its Restricted Subsidiaries in the Subsidiary designated  as  Unrestricted
will be  deemed  to be an Investment made as of the time of the designation and
will reduce the amount  available for Restricted Payments under Section 4.07 or
under one or more clauses  of  the  definition  of  Permitted  Investments,  as
determined  by  the  Company.   That  designation will only be permitted if the
Investment would be permitted at that time  and  if  the  Restricted Subsidiary
otherwise  meets the definition of an Unrestricted Subsidiary.   The  Board  of
Directors of  the  Company  may redesignate any Unrestricted Subsidiary to be a
Restricted Subsidiary if that redesignation would not cause a Default.

                                    - 66 -

<PAGE>


Any designation of a Subsidiary  of  the  Company as an Unrestricted Subsidiary
will be evidenced to the Trustee by filing with the Trustee a certified copy of
a resolution of the Board of Directors giving effect to such designation and an
Officers'  Certificate  certifying  that such  designation  complied  with  the
preceding conditions and was permitted  pursuant  to  Section 4.07.  If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding requirements
as an Unrestricted Subsidiary, it will thereafter cease  to  be an Unrestricted
Subsidiary  for  purposes  of  this  Indenture  and  any Indebtedness  of  such
Subsidiary  will  be deemed to be incurred by a Restricted  Subsidiary  of  the
Company as of such  date  and,  if  such  Indebtedness  is  not permitted to be
incurred  as  of  such date pursuant to Section 4.09, the Company  will  be  in
default of such covenant.

SECTION 4.22 Additional Amounts.

(a)   All payments  made  by  the  Issuer  under  or  with respect to the Notes
      (whether or not in the form of Definitive Registered Notes) or any of the
      Guarantors on its Guarantee will be made free of  and without withholding
      or deduction for, or on account of, any present or  future  taxes imposed
      or levied by or on behalf of any jurisdiction in which the Issuer  or any
      Guarantor (including any successor entity), is then incorporated, engaged
      in  business  or  resident  for tax purposes or any political subdivision
      thereof or therein or any jurisdiction  by  or  through  which payment is
      made (each, a "Relevant Taxing Jurisdiction"), unless the  withholding or
      deduction  of  such  taxes is then required by law.  If any deduction  or
      withholding for, or on  account  of,  any  taxes  of  any Relevant Taxing
      Jurisdiction is required to be made from any payments made  by the Issuer
      under or with respect to the Notes or any of the Guarantors with  respect
      to  any  Guarantee,  including  payments  of principal, redemption price,
      purchase  price,  interest  or  premium,  the  Issuer   or  the  relevant
      Guarantor,   as  applicable,  will  pay  such  additional  amounts   (the
      "Additional Amounts")  as  may be necessary in order that the net amounts
      received in respect of such payments by each holder (including Additional
      Amounts) after such withholding,  deduction  or imposition will equal the
      respective  amounts which would have been received  in  respect  of  such
      payments in the  absence  of  such  required  withholding,  deduction  or
      imposition; provided, however, that no Additional Amounts will be payable
      with respect to:

      (1)   any  payments  on  a  Note in respect of taxes which would not have
            been imposed but for the  holder  or  the  beneficial  owner of the
            Notes  being a citizen or resident or national of, incorporated  in
            or carrying  on  a  business,  in  the Relevant Taxing Jurisdiction
            (other  than by the mere holding of such  Note  or  enforcement  of
            rights thereunder  or the receipt of payments in respect thereof or
            any other connection with respect to the Notes);

      (2)   any taxes that are imposed  or  withheld as a result of the failure
            of  the holder of the Note or beneficial  owner  of  the  Notes  to
            comply  with  any  request,  made  to  that holder at least 90 days
            before any such withholding or deduction  would  be payable, by the
            Issuer  or  any  of  the Guarantors to provide timely  or  accurate
            information concerning  the  nationality,  residence or identity of
            such  holder  or beneficial owner or to make any  valid  or  timely
            declaration  or   similar  claim  or  satisfy  any  information  or
            reporting requirement,  which  is required or imposed by a statute,
            treaty,  regulation  or administrative  practice  of  the  Relevant
            Taxing Jurisdiction as a precondition to exemption from all or part
            of such taxes;

                                    - 67 -

<PAGE>



      (3)   any Note presented for  payment  (where  presentation  is required)
            more  than  30  days  after  the  relevant  payment  is  first made
            available for payment to the holder (except to the extent  that the
            holder would have been entitled to Additional Amounts had the  Note
            been presented on the last day of such 30 day period);

      (4)   any tax which is payable otherwise than by deduction or withholding
            from payments made under or with respect to the Notes;

      (5)   any  taxes  imposed  on  or with respect to any payment to a holder
            that is a fiduciary or partnership  or  Person  other than the sole
            beneficial owner of such payment to the extent that the taxes would
            not have been imposed on such payment had such holder been the sole
            beneficial owner of such Notes;

      (6)   any estate, inheritance, gift, sale, transfer, personal property or
            similar tax or assessment;

      (7)   any withholding or deduction imposed on a payment  to an individual
            which is required to be made pursuant to European Council Directive
            2003/48/EC  or any other Directive implementing the conclusions  of
            the ECOFIN Council  meeting  of 26-27 November 2000 on the taxation
            of savings income or any law implementing  or  complying  with,  or
            introduced in order to conform to, such Directive;

      (8)   any Note presented for payment by or on behalf of a Holder of Notes
            who  would have been able to avoid such withholding or deduction by
            presenting  the  relevant  Note to another paying agent in a member
            state of the European Union; or

      (9)   any combination of items (1) through (8) above.

      Such  Additional  Amounts  will  also  not  be  payable  where,  had  the
      beneficial owner of the Note been  the  holder  of the Note, it would not
      have been entitled to payment of Additional Amounts  by reason of clauses
      (1) through (9) inclusive above.

(b)   The Issuer and the Guarantors will also pay any present  or future stamp,
      transfer,  court  or documentary taxes, or any other excise  or  property
      taxes, charges or similar  levies  or  taxes  which  are  levied  by  any
      Relevant  Taxing  Jurisdiction  in  respect  of  the  execution, issue or
      delivery  of  the Notes or any other document or instrument  referred  to
      therein or on the  enforcement  of any payments with respect to the Notes
      or the Guarantees.

(c)   If the Issuer or any Guarantor, as  the case may be, will be obligated to
      pay Additional Amounts with respect to  any payment under or with respect
      to the Notes or any Guarantee, the Issuer  or  the relevant Guarantor, as
      the case may be, will deliver to the Trustee on  a date which is at least
      30 days prior to the date of that payment (unless  the  obligation to pay
      Additional Amounts arises after the 30th day prior to that  payment date,
      in  which  case  the  Issuer  or the relevant Guarantor shall notify  the
      Trustee promptly thereafter) an  Officers'  Certificate  stating the fact
      that Additional Amounts will be payable and the amount estimated to be so
      payable.   The  Officers'  Certificate  must  also  set  forth any  other
      information  reasonably  necessary  to  enable the paying agents  to  pay
      Additional Amounts to holders on the relevant  payment  date.  The Issuer
      or  the  relevant  Guarantor  will provide the Trustee with documentation
      reasonably  satisfactory  to  the   Trustee  evidencing  the  payment  of
      Additional Amounts.

                                    - 68 -

<PAGE>



(d)   The Issuer or the relevant Guarantor  will make all required withholdings
      and deductions and will remit the full amount deducted or withheld to the
      Relevant  Taxing Jurisdiction in accordance  with  applicable  law.   The
      Issuer or the  relevant  Guarantor  will  use  its  reasonable efforts to
      obtain  copies of tax receipts from each tax authority  in  the  Relevant
      Taxing Jurisdictions  evidencing  the payment of any taxes so deducted or
      withheld.  Upon written request, the  Issuer  or  the  relevant Guarantor
      will furnish to the holders, within a reasonable time period,  copies  of
      tax receipts evidencing payment by the Issuer or a Guarantor, as the case
      may  be,  in  such  form  as  provided in the normal course by the taxing
      authority imposing such taxes and  is  reasonably available to the Issuer
      or the Guarantors or if, notwithstanding  such entity's efforts to obtain
      receipts, receipts are not obtained, other  evidence  of payments by such
      entity.

(e)   In the event that either the Issuer or the relevant Guarantor has become,
      or would be, obliged to pay on the next date on which any amount would be
      payable under or with respect to the Notes, any Additional  Amounts  as a
      result  of  certain changes affecting the laws relating to withholding or
      deduction of taxes, the Issuer may redeem all, but not less than all, the
      Notes in accordance with Section 3.10.

(f)   Whenever in this  Indenture  there  is  mentioned,  in  any  context, the
      payment  of  amounts based upon the principal amount of the Notes  or  of
      principal, interest or of any other amount payable under, or with respect
      to, any of the  Notes, such mention shall be deemed to include mention of
      the payment of Additional  Amounts  to  the extent that, in such context,
      Additional Amounts are, were or would be payable in respect thereof.

SECTION 4.23 Convertible Bonds.

(a)   The Company will not incur or otherwise issue any Convertible Bonds after
      the Issue Date.  The Company will not create or permit to subsist (i) any
      guarantee of the Convertible Bonds or (ii) Lien to secure the Convertible
      Bonds  or  the guarantees thereof unless the  Notes  are  guaranteed  and
      benefit from a Lien, in each case, on a pro rata and pari passu basis and
      otherwise on the terms of and subject to the Convertible Trust Deed.  The
      Company will  commence  an  offer  to repurchase the Convertible Bonds as
      soon as practicable following the Issue Date.

(b)   Each Holder of Notes, by its acceptance  thereof,  acknowledges  that the
      Convertible  Trustee  (for  the benefit of the holders of the Convertible
      Bonds) will benefit from pro rata and pari passu security over the assets
      that secure the Notes and the Guarantees on the terms, and subject to the
      conditions, set out in the Convertible  Trust  Deed.   Each Holder of the
      Notes, by its acceptance thereof, consents and agrees to the terms of the
      Convertible Trust Deed and authorizes and directs The Bank of New York to
      enter  into  the  Convertible  Trust  Deed and to perform its  respective
      obligations and exercise its respective  rights  thereunder in accordance
      therewith.

                                   ARTICLE 5

                                  SUCCESSORS

SECTION 5.01 Merger, Consolidation, or Sale of Assets.

(a)   The Company will not, directly or indirectly: (1)  consolidate  or  merge
      with or into another Person or split (including, but not limited to,  any
      merger  (Verschmelzung) or splitting (Spaltung) within the meaning of the
      German Transformation  Act  (UmwG))  (whether  or

                                    - 69 -

<PAGE>


      not the  Company  is the  surviving  corporation);  or (2) sell,  assign,
      transfer,  convey or otherwise dispose of all or substantially all of the
      properties or assets of the Company and its Restricted Subsidiaries taken
      as a  whole  to  another  Person,  in each  case  in one or more  related
      transactions, unless:

      (1)   either: (a) the Company is the surviving  corporation;  or  (b) the
            Person formed by or surviving any such consolidation or merger  (if
            other  than  the  Company)  or  to  which  such  sale,  assignment,
            transfer, conveyance or other disposition has been made is a Person
            organized and existing under the laws of (1) England and Wales, (2)
            the  United States, any State of the United States or the  District
            of Columbia  or  (3)  any  country that is a member of the European
            Union;

      (2)   the Person formed by or surviving  any such consolidation or merger
            (if  other  than the Company) or the Person  to  which  such  sale,
            assignment, transfer, conveyance or other disposition has been made
            assumes all the  obligations  of  the Company under the Notes, this
            Indenture, the Intercreditor Agreement  and  the Security Documents
            pursuant to agreements reasonably satisfactory to the Trustee;

      (3)   immediately after such transaction, no Default  or Event of Default
            exists; and

      (4)   the  Company  or  the  Person  formed  by  or  surviving  any  such
            consolidation or merger (if other than the Company),  or  to  which
            such  sale,  assignment,  transfer, conveyance or other disposition
            has been made could, on the  date  of such transaction after giving
            pro  forma effect thereto and any related  financing  transactions,
            incur  at  least  *1.00  of additional Indebtedness pursuant to the
            Fixed Charge Coverage Ratio  test  set forth in the first paragraph
            of Section 4.09.

      In addition, the Company will not, directly  or  indirectly, lease all or
      substantially all of the properties and assets of  it  and its Restricted
      Subsidiaries  taken  as a whole, in one or more related transactions,  to
      any other Person.

(b)   No Subsidiary Guarantors will, directly or indirectly: (1) consolidate or
      merge with or into another  Person  or  split (including, but not limited
      to, any merger (Verschmelzung) or splitting (Spaltung) within the meaning
      of the German Transformation Act (UmwG))  (whether or not such Subsidiary
      Guarantor is the surviving corporation); or  (2)  sell, assign, transfer,
      convey or otherwise dispose of all or substantially all of the properties
      or assets of such Subsidiary Guarantor taken as a whole to another Person
      (other than the Company or another Subsidiary Guarantor), in each case in
      one or more related transactions, unless:

      (1)   either: (a) such Subsidiary Guarantor is the surviving corporation;
            or (b) the Person formed by or surviving any  such consolidation or
            merger (if other than the Subsidiary Guarantor)  or  to  which such
            sale,  assignment,  transfer,  conveyance or other disposition  has
            been made is a Person organized  and existing under the laws of (1)
            England and Wales, (2) the United  States,  any State of the United
            States or the District of Columbia or (3) any  country  that  is  a
            member of the European Union;

      (2)   the  Person formed by or surviving any such consolidation or merger
            (if other  than  such  Subsidiary Guarantor) or the Person to which
            such sale, assignment,

                                    - 70 -

<PAGE>



            transfer, conveyance or other disposition has been made assumes all
            the obligations of such  Subsidiary  Guarantor under its Guarantee,
            this  Indenture,  the  Intercreditor  Agreement  and  the  Security
            Documents,  pursuant to agreements  reasonably  satisfactory to the
            Trustee; and

      (3)   immediately after such  transaction, no Default or Event of Default
            exists.

(c)   This Section 5.01 will not apply to:

      (1)   a merger of the Company with an Affiliate solely for the purpose of
            reincorporating the Company in another jurisdiction;

      (2)   any consolidation or merger,  or  any  sale,  assignment, transfer,
            conveyance, lease or other disposition of assets  between  or among
            the Company and Subsidiary Guarantors;

      (3)   any  consolidation  or  merger,  or any sale, assignment, transfer,
            conveyance, lease or other disposition  of  assets between or among
            the non-Guarantor Restricted Subsidiaries; or

      (4)   with  respect  to the provisions set forth in Section  5.01(b)  any
            transactions which  constitutes  an  Asset  Sale  if  provisions of
            Section 4.10 have been complied with.

SECTION 5.02 Successor Corporation Substituted.

(a)   Upon  any  consolidation  or  merger,  or any sale, assignment, transfer,
      lease, conveyance or other disposition of all or substantially all of the
      properties or assets of the Company in a  transaction that is subject to,
      and  that complies with the provisions of, Section  5.01(a)  hereof,  the
      successor  Person  formed by such consolidation or into or with which the
      Company is merged or  to  which  such  sale, assignment, transfer, lease,
      conveyance  or  other  disposition  is made  shall  succeed  to,  and  be
      substituted for (so that from and after  the  date of such consolidation,
      merger,   sale,   assignment,  transfer,  lease,  conveyance   or   other
      disposition,  the  provisions   of   this   Indenture,   the  Notes,  the
      Intercreditor  Agreement  and  the  Security Documents referring  to  the
      "Company" shall refer instead to the  successor  Person  and  not  to the
      Company),  and  may  exercise  every right and power of the Company under
      this Indenture, the Notes, the Intercreditor  Agreement  and the Security
      Documents with the same effect as if such successor Person had been named
      as   the  Company  herein  and  therein;  provided,  however,  that   the
      predecessor  Company shall not be relieved from the obligation to pay the
      principal, interest or Additional Amounts on the Notes except in the case
      of a sale of all of the Company's assets in a transaction that is subject
      to, and that complies with the provisions of, Section 5.01(a) hereof.

(b)   Upon any consolidation  or  merger,  or  any  sale, assignment, transfer,
      lease, conveyance or other disposition of all or substantially all of the
      properties  or assets of any of the Subsidiary Guarantors  a  transaction
      that is subject  to,  and  that  complies with the provisions of, Section
      5.01(b) hereof, the successor Person formed by such consolidation or into
      or with which the relevant Subsidiary  Guarantors  is  merged or to which
      such  sale, assignment, transfer, lease, conveyance or other

                                    - 71 -

<PAGE>


      disposition  is made shall  succeed to, and be  substituted  for (so that
      from and after the date of such consolidation,  merger, sale, assignment,
      transfer, lease, conveyance or other disposition,  the provisions of this
      Indenture,  the Guarantees,  the Intercreditor Agreement and the Security
      Documents  referring to the relevant  "Subsidiary  Guarantor" shall refer
      instead  to the  successor  Person  and  not to the  relevant  Subsidiary
      Guarantor),  and may  exercise  every  right  and  power of the  relevant
      Subsidiary   Guarantor   under  this  Indenture,   the  Guarantees,   the
      Intercreditor  Agreement and the Security  Documents with the same effect
      as if such successor  Person had been named as the  Subsidiary  Guarantor
      herein and therein;  provided,  however, that the predecessor  Subsidiary
      Guarantor shall not be relieved from the obligation to pay the principal,
      interest and  Additional  Amounts on the Notes  pursuant to its Guarantee
      except in the case of a release of the Subsidiary Guarantee that complies
      with the provisions of Section 11.05 hereof.

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

Each of the following is an "Event of Default":

      (1)   default for 30 days in the payment when due of interest on, or with
            respect to, the Notes;

      (2)   default in the payment when due (at maturity,  upon  redemption  or
            otherwise) of the principal of, or premium, if any, on, the notes;

      (3)   failure  by  the  Issuer,  the  Company  or  any  of its Restricted
            Subsidiaries to comply with the provisions or any of its Restricted
            Subsidiaries to comply with the provisions of Sections  4.10,  4.15
            or 5.01 hereof;

      (4)   failure  by  the  Issuer,  the  Company  or  any  of its Restricted
            Subsidiaries for 60 days after notice to the Company by the Trustee
            or the Holders of at least 25% in aggregate principal amount of the
            Notes then outstanding voting as a single class to  comply with any
            of  the other agreements in this Indenture, the Security  Documents
            or, to  the  extent  the  Convertible Bonds remain outstanding, the
            Intercreditor Agreement or  the  Convertible  Trust  Deed (but only
            with  respect  of  Defaults  related  to, caused by, or arising  in
            respect of the Convertible Bonds);

      (5)   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 Issuer, the Company or
            any of its Restricted Subsidiaries  (or  the  payment  of  which is
            guaranteed  by  the  Issuer,  the  Company or any of its Restricted
            Subsidiaries), whether such Indebtedness  or  Guarantee now exists,
            or is created after the date of this Indenture, if that default:

            (1)   is caused by a failure to pay principal of,  or  interest  or
                  premium,   if   any,  on,  such  Indebtedness  prior  to  the
                  expiration of the  grace period provided in such Indebtedness
                  on the date of such default (a "Payment Default"); or

            (2)   results in the acceleration of such Indebtedness prior to its
                  express maturity,

      and,  in  each  case, the principal  amount  of  any  such  Indebtedness,
      together with the  principal  amount of any other such Indebtedness under
      which there has been a Payment

                                    - 72 -

<PAGE>


      Default  or the  maturity  of which has been so  accelerated,  aggregates
      [e]10.0 million or more;

      (6)   failure  by the  Issuer,  the  Company  or  any  of its  Restricted
            Subsidiaries to pay final judgments entered by a court or courts of
            competent  jurisdiction  aggregating in excess of [e]10.0  million,
            which  judgments  are  not  paid,  discharged,   fully  covered  by
            insurance or stayed for a period of 60 days;

      (7)   the  security  interests  under  any  of  the  Share Pledges or the
            Funding  Loan Pledge shall, at any time, other than  in  accordance
            with its terms, cease to be in full force and effect for any reason
            other than  the  satisfaction in full of all obligations under this
            Indenture and discharge  of this Indenture or any security interest
            created hereunder or under any of the Share Pledges or Funding Loan
            Pledge shall be declared invalid  or  unenforceable or the Company,
            the Issuer or any Affiliate of the Company  shall  assert,  in  any
            pleading  in  any  court  of  competent  jurisdiction that any such
            security interest is invalid or unenforceable;

      (8)   except as permitted by this Indenture, any Guarantee is held in any
            judicial proceeding to be unenforceable or  invalid  or  ceases for
            any reason to be in full force and effect, or any Guarantor, or any
            Person acting on behalf of any Guarantor, denies or disaffirms  its
            obligations under its Guarantee;

      (9)   the  Issuer, the Company or any of its Restricted Subsidiaries that
            is  a  Significant  Subsidiary,  any  Guarantor  or  any  group  of
            Restricted  Subsidiaries of the Company that, taken together, would
            constitute a  Significant  Subsidiary  pursuant  to  or  within the
            meaning of any Bankruptcy Law:

                  (A)   commences a voluntary case;

                  (B)   consents to the entry of an order for relief against it
                        in an involuntary case;

                  (C)   consents to the appointment of a custodian of it or for
                        all or substantially all of its property;

                  (D)   makes  a  general  assignment  for  the benefit of  its
                        creditors; or

                  (E)   generally is not paying its debts as  they  become due,
                        is unable or admits inability to pay its debts  as they
                        fall  due  or  suspends  making  payments on any of its
                        debts, including, without limitation,  with  respect to
                        any  company incorporated under the laws of Germany  (a
                        "German  Relevant  Company") is unable to pay its debts
                        as they fall due (Zahlungsunf{a"}higkeit)  or  is  over
                        indebted   ({u"}berschuldet)   or   makes   a   general
                        assignment for the benefit of or a composition with its
                        creditors  or,  for  any  of  the  reasons  set  out in
                        Sections  17-19  of  the  German  Insolvenzordnung, any
                        German  Relevant  Company files for insolvency  (Antrag
                        auf  Er{o"}ffnung  eines  Insolvenzverfahrens)  or  the
                        board  of  directors  (Gesch{a"}ftsf{u"}hrung)  of  any
                        German Relevant Company  is required by law to file for
                        insolvency or the competent  court  takes  any  of  the
                        actions   set   out   in   Section  21  of  the  German
                        Insolvenzordnung or institutes  insolvency  proceedings
                        against  any German Relevant Company (Er{o"}ffnung  des
                        Insolvenzverfahrens)  or  any event occurs with respect
                        to any other Relevant Company  which, under the laws

                                    - 73 -

<PAGE>


                        of any  jurisdiction to which it is subject or in which
                        it has assets, has a similar or analogous effect; and

      (10)  a court of competent jurisdiction enters an order  or  decree under
            any Bankruptcy Law that:

                  (A)   is for relief against the Issuer, the Company or any of
                        its  Restricted  Subsidiaries  that  is  a  Significant
                        Subsidiary  or any group of Restricted Subsidiaries  of
                        the Company that,  taken  together,  would constitute a
                        Significant Subsidiary in an involuntary case;

                  (B)   appoints a custodian of the Issuer, the  Company or any
                        of  its  Restricted  Subsidiaries that is a Significant
                        Subsidiary or any group  of  Restricted Subsidiaries of
                        the Company that, taken together,  would  constitute  a
                        Significant  Subsidiary or for all or substantially all
                        of the property of the Company or any of its Restricted
                        Subsidiaries that  is  a  Significant Subsidiary or any
                        group of Restricted Subsidiaries  of  the Company that,
                        taken   together,   would   constitute   a  Significant
                        Subsidiary; or

                  (C)   orders  the liquidation of the Issuer, the  Company  or
                        any  of  its   Restricted   Subsidiaries   that   is  a
                        Significant  Subsidiary  or  any  group  of  Restricted
                        Subsidiaries of the Company that, taken together, would
                        constitute a Significant Subsidiary;

      and the order or decree remains unstayed and in effect for 60 consecutive
      days.

SECTION 6.02 Acceleration.

In  the case of an Event of Default specified in clause (9) or (10) of  Section
6.01  hereof,  with  respect  to  the  Issuer,  the Company, any Guarantor, any
Restricted Subsidiary of the Company that is a Significant  Subsidiary  or  any
group  of  Restricted  Subsidiaries  of the Company that, taken together, would
constitute a Significant Subsidiary, all  outstanding Notes will become due and
payable immediately without further action  or  notice.   If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may  declare  all  the
Notes to be due and payable immediately.

Upon any such declaration, the Notes shall become due and payable immediately.

The Holders of a majority in aggregate principal amount of the then outstanding
Notes  by  written  notice to the Trustee may, on behalf of all of the Holders,
rescind an acceleration  and  its  consequences,  if  the  rescission would not
conflict  with  any  judgment or decree and if all existing Events  of  Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

SECTION 6.03 Other Remedies.

Subject to the Intercreditor  Agreement,  if  an Event of Default occurs and is
continuing, the Trustee may pursue any available  remedy to collect the payment
of principal, premium, if any, and interest on the  Notes  or  to  enforce  the
performance  of  any  provision of the Notes, the Guarantees, this Indenture or
the Security Documents.

                                    - 74 -


<PAGE>


The Trustee may maintain  a  proceeding  even if it does not possess any of the
Notes or does not produce any of them in the  proceeding.   A delay or omission
by  the  Trustee  or  any  Holder of a Note in exercising any right  or  remedy
accruing upon an Event of Default  shall  not  impair  the  right  or remedy or
constitute  a waiver of or acquiescence in the Event of Default.  All  remedies
are cumulative to the extent permitted by law.

SECTION 6.04 Waiver of Past Defaults.

Holders of not  less  than a majority in aggregate principal amount of the then
outstanding Notes by notice  to the Trustee may on behalf of the Holders of all
of the Notes waive an existing Default or Event of Default and its consequences
hereunder, except a continuing  Default  or  Event of Default in the payment of
the principal of, premium, if any, or interest  on,  the  Notes  (including  in
connection with an offer to purchase); provided, however, that the Holders of a
majority  in  aggregate  principal  amount  of  the  then outstanding Notes may
rescind  an acceleration and its consequences, including  any  related  payment
default that  resulted  from  such  acceleration.   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.

SECTION 6.05 Control by Majority.

Holders of a majority in aggregate  principal  amount  of  the then outstanding
Notes  may direct the time, method and place of conducting any  proceeding  for
exercising any remedy available to the Trustee or exercising any trust or power
conferred  on it.  However, the Trustee may refuse to follow any direction that
conflicts with  law or this Indenture that the Trustee determines may be unduly
prejudicial to the  rights  of  other  Holders of Notes or that may involve the
Trustee in personal liability or expenses;  provided  that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with any
such direction.  Prior to taking any action hereunder,  the  Trustee  shall  be
entitled  to  indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.

SECTION 6.06 Limitation on Suits.

Except to enforce  the right to receive payment of principal, interest, premium
or Additional Amounts,  if  any,  when  due,  a Holder may pursue a remedy with
respect to this Indenture, the Notes, the Guarantees and the Security Documents
only if:

      (1)   such Holder has previously given the  Trustee  notice that an Event
            of Default is continuing;

      (2)   Holders of at least 25% in aggregate principal amount  of  the then
            outstanding Notes have requested the Trustee to pursue the remedy;

      (3)   such  Holder  or  Holders  offer  and, if requested, provide to the
            Trustee  security  or  indemnity  reasonably  satisfactory  to  the
            Trustee against any loss, liability or expense;

      (4)   the Trustee does not comply with the  request  within 60 days after
            receipt of the request and the offer of security or indemnity; and


                                    - 75 -

<PAGE>



      (5)   during  such  60-day  period,  Holders of a majority  in  aggregate
            principal amount of the then outstanding  Notes  do  not  give  the
            Trustee a direction inconsistent with such request;

and, in any case, subject always to the Intercreditor Agreement.

A  Holder  of  a  Note  may  not  use this Indenture to prejudice the rights of
another Holder of a Note or to obtain  a  preference  or  priority over another
Holder of a Note.

SECTION 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding  any  other  provision  of this Indenture or the  Intercreditor
Agreement, the right of any Holder of a Note  to  receive payment of principal,
premium,  interest  and  Additional  Amounts  on  the Note,  on  or  after  the
respective  due  dates expressed in the Note and the  Indenture  (including  in
connection with an  offer to purchase), or to bring suit for the enforcement of
any such payment on or  after  such  respective dates, shall not be impaired or
affected without the consent of such Holder;  provided  that a Holder shall not
have the right to institute any such suit for the enforcement of payment if and
to  the  extent that the institution or prosecution thereof  or  the  entry  of
judgment  therein  would,  under  applicable  law,  result  in  the  surrender,
impairment,  waiver  or  loss  of  the Lien of this Indenture upon any property
subject to such Lien.

SECTION 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is
continuing, the Trustee is authorized  to  recover judgment in its own name and
as trustee of an express trust against the Issuer  and/or any Guarantor for the
whole amount of principal, premium, interest and Additional  Amounts  remaining
unpaid on, the Notes and the Guarantees, and interest on overdue principal and,
to the extent lawful, interest and Additional Amounts, and such further  amount
as shall be sufficient to cover the costs and expenses of collection, including
the  reasonable  compensation,  expenses,  disbursements  and  advances  of the
Trustee, its agents and counsel.

SECTION 6.09 Trustee May File Proofs of Claim.

The  Trustee  is  authorized  to  file such proofs of claim and other papers or
documents and take such actions as  may  be  necessary or advisable in order to
have  the  claims  of  the  Trustee (including any  claim  for  the  reasonable
compensation, expenses, disbursements  and  advances of the Trustee, its agents
and counsel) and the Holders of the Notes allowed  in  any judicial proceedings
relative to the Issuer (or any other obligor upon the Notes),  its creditors or
its  property  and  shall  be  entitled  and empowered to collect, receive  and
distribute  any money or other property payable  or  deliverable  on  any  such
claims and any  custodian  in any such judicial proceeding is hereby authorized
by each Holder to make such  payments to the Trustee, 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  for  the  reasonable  compensation,
expenses,  disbursements  and advances of the Trustee, its agents and  counsel,
and any other amounts due the Trustee under Section 7.07 hereof.  To the extent
that the payment of any such compensation, expenses, disbursements and advances
of the Trustee, its agents  and  counsel, and any other amounts due the Trustee
under Section 7.07 hereof out of the  estate  in  any such proceeding, shall be
denied for any reason, payment of the same shall be  secured  by a Lien on, and
shall  be paid out of, any and all distributions, dividends, money,  securities
and other  properties  that  the  Holders  may  be  entitled to receive in such
proceeding  whether  in  liquidation

                                    - 76 -

<PAGE>


or under any plan of reorganization or arrangement or otherwise. 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 Notes or the rights of any
Holder,  or to  authorize  the  Trustee  to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 6.10 Priorities.

Subject  to  the  Intercreditor  Agreement,  if  the Trustee collects any money
pursuant to this Article 6, it shall pay out the money in the following order:

   First:   to  the Trustee, its agents and attorneys  for  amounts  due  under
            Section   7.07  hereof,  including  payment  of  all  compensation,
            expenses and  liabilities  incurred,  and all advances made, by the
            Trustee and the costs and expenses of collection;

   Second:  to Holders of Notes for amounts due and  unpaid  on  the  Notes for
            principal,   premium,   if  any,  and  interest,  ratably,  without
            preference or priority of  any  kind,  according to the amounts due
            and  payable  on  the  Notes for principal,  premium,  if  any  and
            interest, respectively; and

   Third:   to the Issuer or to such party as a court of competent jurisdiction
            shall direct.

The Trustee may fix a record date and  payment  date for any payment to Holders
of Notes pursuant to this Section 6.10.  At least  15  days  before such record
date, the Issuer shall mail to each Holder of a Note and the Trustee  a  notice
that states the record date, the payment date and amount to be paid.

SECTION 6.11 Undertaking for Costs.

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 a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking  to  pay  the costs of the suit, and the court in
its  discretion may assess reasonable costs,  including  reasonable  attorneys'
fees,  against  any party litigant in the suit, having due regard to the merits
and good faith of  the  claims  or  defenses  made by the party litigant.  This
Section 6.11 does not apply to a suit by the Trustee,  a  suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders  of more than 10% in
aggregate principal amount of the then outstanding Notes.

                                   ARTICLE 7

                                    TRUSTEE

SECTION 7.01 Duties of Trustee.

(a)   If an Event of Default has occurred and is continuing,  the  Trustee will
      exercise  such  of  the rights and powers vested in it by this Indenture,
      and use the same degree  of  care and skill in its exercise, as a prudent
      person would exercise or use under  the  circumstances  in the conduct of
      such person's own affairs.

(b)   Except during the continuance of an Event of Default:

                                    - 77 -

<PAGE>




      (1)   the duties of the Trustee will be determined solely  by the express
            provisions  of  this  Indenture  and the Trustee need perform  only
            those duties that are specifically  set forth in this Indenture and
            no others, 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.   However, the Trustee will examine
            the  certificates and opinions to determine  whether  or  not  they
            conform to the requirements of this Indenture.

(c)   The Trustee  may  not  be relieved from liabilities for its own negligent
      action, its own negligent  failure to act, or its own willful misconduct,
      except that:

      (1)   this paragraph does not  limit  the effect of paragraph (b) of this
            Section 7.01;

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

      (3)   the Trustee will not be liable with respect to any action it  takes
            or  omits  to  take  in  good  faith in accordance with a direction
            received by it pursuant to Section 6.04 or 6.05 hereof.

(d)   Whether or not therein expressly so provided,  every  provision  of  this
      Indenture that in any way relates to the Trustee is subject to paragraphs
      (a), (b), and (c) of this Section 7.01.

(e)   No  provision  of  this  Indenture  will  require the Trustee or any Note
      Security Agent to expend or risk its own funds  or  incur  any liability.
      Neither  the  Trustee  nor  any  Note  Security  Agent will be under  any
      obligation to exercise any of its rights and powers  under this Indenture
      at the request of any Holders, unless such Holder or Holders, as the case
      may  be,  has  offered  to  the Trustee or such Note Security  Agent,  as
      applicable, security and indemnity  satisfactory  to it against any loss,
      liability or expense.

(f)   The Trustee will not be liable for interest on any  money  received by it
      except as the Trustee may agree in writing with the Company.   Money held
      in trust by the Trustee need not be segregated from other funds except to
      the extent required by law.

(g)   The  Paying Agent shall be entitled to the same rights as the Trustee  as
      specified  in  Sections  7.01(e),  7.01(f),  7.02,  7.03 and 7.07 of this
      Indenture.

SECTION 7.02 Rights of Trustee.

(a)   The Trustee may conclusively rely upon any document believed  by it to be
      genuine  and to have been signed or presented by the proper Person.   The
      Trustee need not investigate any fact or matter stated in the document.

(b)   Before the  Trustee  acts  or  refrains  from  acting,  it may require an
      Officers' Certificate or an Opinion of Counsel or both.  The Trustee will
      not be liable for any action it takes or

                                    - 78 -


<PAGE>


      omits to take in good faith in reliance on such Officers'  Certificate or
      Opinion of Counsel.  The Trustee may consult with counsel and the written
      advice  of such  counsel  or any  Opinion  of  Counsel  will be full  and
      complete  authorization  and protection  from liability in respect of any
      action  taken,  suffered or omitted by it  hereunder in good faith and in
      reliance thereon.

(c)   The Trustee may act through its attorneys and  agents  and  will  not  be
      responsible  for the misconduct or negligence of any agent appointed with
      due care.

(d)   The Trustee will  not  be liable for any action it takes or omits to take
      in good faith that it believes  to  be authorized or within the rights or
      powers conferred upon it by this Indenture.

(e)   Unless otherwise specifically provided  in  this  Indenture,  any demand,
      request,  direction  or  notice  from  the Company will be sufficient  if
      signed by an Officer of the Company.

(f)   The Trustee will 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 unless such Holders have offered to the Trustee reasonable
      indemnity  or security against the loss, liabilities  and  expenses  that
      might be incurred by it in compliance with such request or direction.

(g)   The Trustee  shall not be bound to make any investigation into the factor
      or matters stated  in any resolution, certificate, statement, instrument,
      opinion, report, notice,  request,  consent,  direction  order, approval,
      bond, debenture, note, 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  Company  or  any  Guarantor, personally or by agent or
      attorney at the sole expense of the Company  any shall incur no liability
      of any kind by reason of such inquiry or investigation.

(h)   Except with respect to Section 4.01, the Trustee  shall  have  no duty to
      inquire as to the performance of the Issuer or any Guarantor with respect
      to the covenants contained in Article 4.

(i)   Delivery  of  reports,  information  and  documents  to the Trustee under
      Section 4.03 is for informational purposes only and the Trustee's receipt
      of  the  foregoing  shall  not  constitute  constructive  notice  of  any
      information  contained herein or determinable form information  contained
      therein, including  the  Company's compliance with any of their covenants
      hereunder (as to which the  Trustee  is  entitled  to rely exclusively on
      Officers' Certificates).

(j)   The Trustee shall not be deemed to have notice of any Default or Event of
      Default  unless  a  Trust  Officer  of  the Trustee has actual  knowledge
      thereof or unless written notice of any event  which is in fact a default
      is received by the Trustee at the Corporate Trust  Office of the Trustee,
      and such notice references the Notes and this Indenture.

(k)   Neither the Trustee nor any clearing house through which  the  Notes  are
      traded shall have any obligation or duty to monitor, determine or inquire
      as  to compliance, and shall not be responsible or liable for compliance,
      with   restrictions   on  transfer,  exchange,  redemption,  purchase  or
      repurchase, as applicable,  of  minimum  denominations imposed

                                    - 79 -


<PAGE>


      under this indenture or under  applicable law or regulation  with respect
      of  any  transfer,  exchange,  redemption,  purchase  or  repurchase,  as
      applicable, of any interest in any Note.

(l)   If any Guarantor  is substituted to make payments on behalf of the Issuer
      pursuant to Article 11,  the  Issuer  and  the  relevant  Guarantor shall
      promptly  notify  the  Trustee and any clearing house through  which  the
      Notes are traded of such substitution.

(m)   The rights, privileges, protections, immunities and benefits given to the
      Trustee, including, without  limitation, its right to be indemnified, are
      extended to, and shall be enforceable  by,  the  Trustee  in  each of its
      capacities hereunder, and each agent, custodian and other Person employed
      to act hereunder.

(n)   The   Trustee   may  request  that  the  Company  deliver  any  Officers'
      Certificate setting  forth  the  names  of  individuals  and/or titles of
      officers  authorized at such time to take specified actions  pursuant  to
      this Indenture,  which  Officers' Certificate may be signed by any person
      authorized  to  sign  an  Officers'  Certificate,  including  any  person
      specified as so authorized  in  any such certificate previously delivered
      and not superseded.

(o)   The Trustee and the Holders shall  be  joint  creditors  for  all  claims
      and/or similar rights arising out of or in connection with this Indenture
      and the Trustee shall be entitled to claim and sue for all amounts due in
      connection herewith on behalf of itself and the Holders of the Notes,  in
      any such case subject to the provisions of this Article 7.

SECTION 7.03 Individual Rights of Trustee.

The  Trustee  in  its  individual or any other capacity may become the owner or
pledgee of Notes and may  otherwise  deal  with the Company or any Affiliate of
the  Company  with  the  same rights it would have  if  it  were  not  Trustee.
However, in the event that the Trustee acquires any conflicting interest (as it
is defined in TIA {section} 310) it must eliminate such conflict within 90 days
or resign.  Any Agent may do the same with like rights and duties.  The Trustee
is also subject to Section 7.10 hereof.

SECTION 7.04 Trustee's Disclaimer.

The Trustee will not be responsible  for  and makes no representation as to the
validity or adequacy of this Indenture, the  Notes  or  any Guarantee, it shall
not be accountable for the Company's use of the proceeds  from the Notes or any
money paid to the Company or upon the Company's direction under  any  provision
of this Indenture, it will not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it will  not  be
responsible  for  any statement or recital herein or any statement in the Notes
or any other document  in  connection with the sale of the Notes or pursuant to
this Indenture other than its certificate of authentication.

SECTION 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to
the Trustee, the Trustee will  mail to Holders of Notes a notice of the Default
or Event of Default within 90 days  after  it  occurs.  Except in the case of a
Default or Event of Default in payment of principal  of,  premium,  if  any, or
interest on, any Note, the Trustee may withhold the notice if and so long  as a

                                    - 80 -


<PAGE>



committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

SECTION 7.06 Reports by Trustee to Holders of the Notes.

(a)   Within  60 days after each May 15 beginning with the May 15 following the
      date of this  Indenture, and for so long as Notes remain outstanding, the
      Trustee will mail  to the Holders of the Notes a brief report dated as of
      such reporting date  that  would  comply  with TIA {section} 313(a) as if
      this Indenture were required to be qualified  under  the  TIA  (but if no
      event  described  in TIA {section} 313(a) has occurred within the  twelve
      months preceding the reporting date, no report need be transmitted).  The
      Trustee  also  will  comply  with  TIA  {section} 313(b)(2)  as  if  this
      Indenture were required  to be qualified under the TIA.  The Trustee will
      also transmit by mail all  reports as required by TIA {section} 313(c) as
      if this Indenture were required to be qualified under the TIA.

(b)   A copy of each report at the  time of its mailing to the Holders of Notes
      will be mailed by the Trustee to  the  Company and each stock exchange on
      which the Notes are listed in accordance  with TIA {section} 313(d) as if
      this Indenture were required to be qualified  under the TIA.  The Company
      will promptly notify the Trustee when the Notes  are  listed on any stock
      exchange or any delisting thereof.

SECTION 7.07 Compensation and Indemnity.

(a)   The Issuer and each of the Guarantors, jointly and severally, will pay to
      the Trustee from time to time reasonable compensation for  its acceptance
      of  this  Indenture  and  services hereunder.  The Trustee's compensation
      will not be limited by any law on compensation of a trustee of an express
      trust.  The Company will reimburse  the Trustee promptly upon request for
      all reasonable disbursements, advances  and  expenses incurred or made by
      it in addition to the compensation for its services.   Such expenses will
      include  the reasonable compensation, disbursements and expenses  of  the
      Trustee's agents, counsel, accountants and experts.

(b)   The Issuer  and  each  of  the  Guarantors,  jointly  and severally, will
      indemnify  the  Trustee  and  the  Paying  Agents  and  their  respective
      officers, directors, agents and employees for, and hold harmless  each of
      them  against  any  and  all  losses,  liabilities or expenses, including
      reasonable  attorneys  fees,  incurred  by them  arising  out  of  or  in
      connection with the acceptance or administration  of  the  duties  of the
      Trustee  or  Paying  Agents under this Indenture, including the costs and
      expenses  of  enforcing   this  Indenture  against  the  Issuer  and  the
      Guarantors  (including  this  Section  7.07)  and  defending  against  or
      investigating any claim (whether  asserted by the Issuer, the Guarantors,
      any  Holder or any other Person) or  liability  in  connection  with  the
      exercise  or  performance  of  any of the rights, powers or duties of the
      Trustee or Paying Agents hereunder,  except  to the extent any such loss,
      liability or expense may be attributable to the  negligence  or bad faith
      of  the  Trustee  or  Paying Agents, as the case may be.  The Trustee  or
      Paying Agents, as the case may be, will notify the Issuer promptly of any
      claim for which they may  seek  indemnity.   Failure  by  the  Trustee or
      Paying  Agents,  as  the  case  may be, to so notify the Issuer will  not
      relieve  the  Issuer  or  any  of the  Guarantors  of  their  obligations
      hereunder.  Except in cases where  the interest of the Issuer, on the one
      hand, and the Trustee or Paying Agent, on the other hand, may be adverse,
      the Issuer or such Guarantor will defend the claim and the Trustee or the
      Paying Agents will cooperate in the  defense.   The Trustee or the Paying
      Agents,  as the case may be, may have separate counsel  of

                                    - 81 -


<PAGE>


      its choosing from the Issuer and the Issuer will pay the reasonable  fees
      and expenses of such counsel.  Neither the Issuer nor any Guarantor  need
      pay for any  settlement  made by the Trustee or Paying Agents without its
      consent, which consent will not be unreasonably withheld.

(c)   The obligations of the Issuer and the Guarantors under this Section 7.07,
      and any liens arising thereunder, will survive the resignation or removal
      of the Trustee and/or the satisfaction and discharge of this Indenture.

(d)   To  secure the Issuer's and the Guarantors' payment obligations  in  this
      Section  7.07, the Trustee and the Paying Agent will have a Lien prior to
      the Notes  on  all  money or property held or collected by the Trustee or
      the Paying Agents, as  the  case may be, except that held in trust to pay
      principal and interest on particular  Notes.   Such Lien will survive the
      satisfaction and discharge of this Indenture.

(e)   When the Trustee or the Paying Agents incur expenses  or renders services
      after  an Event of Default specified in Section 6.01(7)  or  (11)  hereof
      occurs, the expenses and the compensation for the services (including the
      fees and  expenses  of its agents and counsel) are intended to constitute
      expenses of administration under any Bankruptcy Law.

SECTION 7.08 Replacement of Trustee.

(a)   A resignation or removal  of  the  Trustee and appointment of a successor
      Trustee  will  become  effective  only  upon   the   successor  Trustee's
      acceptance of appointment as provided in this Section 7.08.

(b)   The Trustee may resign in writing at any time and be discharged  from the
      trust  hereby  created  by  so  notifying the Company.  The Holders of  a
      majority in aggregate principal amount  of the then outstanding Notes may
      remove  the  Trustee  by  so notifying the Trustee  and  the  Company  in
      writing.  The Company may remove the Trustee if:

      (1)   the Trustee fails to comply with Section 7.10 hereof;

      (2)   the Trustee is adjudged  a bankrupt or an insolvent or an order for
            relief is entered with respect  to the Trustee under any Bankruptcy
            Law;

      (3)   a custodian or public officer takes  charge  of  the Trustee or its
            property; or

      (4)   the Trustee becomes incapable of acting.

(c)   If the Trustee resigns or is removed or if a vacancy exists in the office
      of Trustee for any reason, the Company will promptly appoint  a successor
      Trustee.   Within one year after the successor Trustee takes office,  the
      Holders  of  a  majority  in  aggregate  principal  amount  of  the  then
      outstanding  Notes  may  appoint  a  successor  Trustee  to  replace  the
      successor Trustee appointed by the Company.

(d)   If a successor  Trustee  does  not  take  office within 60 days after the
      retiring  Trustee  resigns  or  is  removed, the  retiring  Trustee,  the
      Company, or the Holders of at least 10%  in aggregate principal amount of
      the  then  outstanding  Notes  may  petition  any   court   of  competent
      jurisdiction for the appointment of a successor Trustee.


                                     -82 -


<PAGE>



(e)   If the Trustee, after written request by any Holder who has been a Holder
      for  at least six months, fails to comply with Section 7.10 hereof,  such
      Holder  may  petition any court of competent jurisdiction for the removal
      of the Trustee and the appointment of a successor Trustee.

(f)   A successor Trustee  will deliver a written acceptance of its appointment
      to the retiring Trustee  and  to the Company.  Thereupon, the resignation
      or  removal  of  the retiring Trustee  will  become  effective,  and  the
      successor Trustee  will  have  all  the  rights, powers and duties of the
      Trustee under this Indenture.  The successor  Trustee  will mail a notice
      of  its  succession  to  Holders.   The  retiring  Trustee will  promptly
      transfer  all  property  held by it as Trustee to the successor  Trustee;
      provided all sums owing to  the  Trustee  hereunder  have  been  paid and
      subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding
      replacement  of  the Trustee pursuant to this Section 7.08, the Company's
      obligations under  Section  7.07  hereof will continue for the benefit of
      the retiring Trustee.

SECTION 7.09 Successor Trustee by Merger, etc.

If  the Trustee consolidates, merges or converts  into,  or  transfers  all  or
substantially  all of its corporate trust business to, another corporation, the
successor corporation without any further act will be the successor Trustee.

SECTION 7.10 Eligibility; Disqualification.

There will at all  times be a Trustee hereunder that is a corporation organized
and doing business under  the  laws  of  the United States of America or of any
state  thereof,  or  a  member  state  of the European  Union  or  a  political
subdivision thereof, that is authorized  under  such laws to exercise corporate
trustee  power, that is subject to supervision or  examination  by  federal  or
state authorities or by the authorities of a member state of the European Union
or a political  subdivision thereof and that has a combined capital and surplus
of at least $100.0  million  (or  the  equivalent in euros or the currency of a
member state that does not participate in  EMU) as set forth in its most recent
published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA
{section} 310(a)(5) as if this Indenture were  required  to  be qualified under
the TIA.

                                   ARTICLE 8

                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The  Issuer may at any time, at the option of its Board of Directors  evidenced
by a resolution  set  forth  in  an Officers' Certificate, elect to have either
Section  8.02  or 8.03 hereof be applied  to  all  outstanding  Notes  and  all
obligations of the  Guarantors  upon  compliance  with the conditions set forth
below in this Article 8.

SECTION 8.02 Legal Defeasance and Discharge.

Upon the Company's exercise under Section 8.01 hereof  of the option applicable
to this Section 8.02, the Issuer and each of the Guarantors  will,  subject  to
the  satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
to have  been discharged from their obligations with

                                    - 83 -


<PAGE>


respect  to all  outstanding  Notes  and  all  obligations  of  the  Guarantors
discharged  with respect to their  Guarantees  on the date the  conditions  set
forth below are satisfied (hereinafter,  "Legal Defeasance"). For this purpose,
Legal  Defeasance  means that the Issuer and the  Guarantors  will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes and the Guarantees,  which will thereafter be deemed to be  "outstanding"
only for the  purposes of Section  8.05  hereof and the other  Sections of this
Indenture  referred to in clauses (1) and (2) below,  and to have satisfied all
their other  obligations  under such Notes,  the  Guarantees and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which will survive until otherwise terminated or discharged hereunder:

      (1)   the rights of holders  of  outstanding Notes to receive payments in
            respect of the principal of,  or  interest  or premium, if any, on,
            such Notes when such payments are due from the  trust  referred  to
            below;

      (2)   the  Issuer's  obligations  with  respect  to  the Notes concerning
            issuing   temporary   Notes,  registration  of  Notes,   mutilated,
            destroyed, lost or stolen Notes and the maintenance of an office or
            agency for payment and money for security payments held in trust;

      (3)   the rights, powers, trusts,  duties  and immunities of the Trustee,
            and  the  Issuer's  and the Guarantors' obligations  in  connection
            therewith; and

      (4)   Section 4.22 hereof; and

      (5)   this Article 8.

Subject to compliance with this Article  8,  the Issuer may exercise its option
under this Section 8.02 notwithstanding the prior  exercise of its option under
Section 8.03 hereof.

SECTION 8.03 Covenant Defeasance.

Upon the Company's exercise under Section 8.01 hereof  of the option applicable
to this Section 8.03, the Issuer and each of the Guarantors  will,  subject  to
the  satisfaction  of  the  conditions  set  forth  in  Section 8.04 hereof, be
released  from  each  of  their  obligations under the covenants  contained  in
Sections 4.07, through 4.13, 4.15  through  4.19 and 4.21 hereof and clause (4)
of Section 5.01(a) hereof with respect to the  outstanding  Notes  on and after
the  date  the  conditions  set  forth  in  Section  8.04  hereof are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes will thereafter  be  deemed
not  "outstanding"  for  the  purposes  of  any  direction,  waiver, consent or
declaration  or  act  of  Holders  (and  the  consequences  of any thereof)  in
connection  with  such covenants, but will continue to be deemed  "outstanding"
for all other purposes  hereunder (it being understood that such Notes will not
be deemed outstanding for  accounting  purposes).   For  this purpose, Covenant
Defeasance  means that, with respect to the outstanding Notes  and  Guarantees,
the Issuer and  the  Guarantors  may  omit  to  comply  with  and  will have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference  elsewhere
herein  to any such covenant or by reason of any reference in any such covenant
to any other  provision  herein  or  in any other document and such omission to
comply will not constitute a Default or  an  Event of Default in respect of the
Notes under Section 6.01 hereof, but, except as  specified above, the remainder
of this Indenture, the Notes, the Guarantees and the Security Documents will be
unaffected  thereby.  In addition, upon the Company's  exercise  under  Section
8.01 hereof of  the  option  applicable  to  this  Section 8.03, subject to the
satisfaction  of  the  conditions set forth in Section

                                    - 84 -


<PAGE>


8.04 hereof, Sections 6.01(3) through 6.01(8) hereof will not constitute Events
of Default with respect to the Notes.

SECTION 8.04 Conditions to Legal or Covenant Defeasance.

In  order  to  exercise  either  Legal Defeasance or Covenant Defeasance  under
either Section 8.02 or 8.03 hereof:

      (1)   the Issuer must irrevocably deposit with the Trustee, in trust, for
            the  benefit  of the holders,  cash  in  euro  or  euro-denominated
            non-callable Government  Securities, or combination thereof in such
            amounts as will be sufficient, in the opinion of an internationally
            recognized firm of independent  public accountants, for the payment
            of  principal,  interest and premium,  if  any,  on  the  Notes  to
            redemption or maturity,  as  the  case may be, and must comply with
            certain other conditions, including delivery to the Trustee of:

                  (A)   an Opinion of Counsel to  the  effect that holders will
                        not  recognize income, gain or loss  for  U.S.  federal
                        income  tax  purposes  as  a result of such deposit and
                        defeasance and will be subject  to  U.S. federal income
                        tax on the same amounts and in the same  manner  and at
                        the  same  times  as  would  have been the case if such
                        deposit and defeasance had not  incurred  (and,  in the
                        case  of Legal Defeasance only, such Opinion of Counsel
                        must be  based  on  a  ruling  of  the Internal Revenue
                        Service  or  other  change in applicable  U.S.  federal
                        income tax law since the date of this Indenture); and

                  (B)   an  Opinion  of  Counsel   in   the   jurisdiction   of
                        organization  of  the  Issuer  to  the  effect that the
                        holders  will  not recognize income, gain or  loss  for
                        income tax purposes of such jurisdiction as a result of
                        such deposit and  defeasance  and  will  be  subject to
                        income tax in such jurisdiction on the same amounts and
                        in the same manner and at the same times as would  have
                        been  the  case  if such deposit and defeasance had not
                        occurred;

      (2)   no Default or Event of Default  has  occurred  and is continuing on
            the date of such deposit (other than a Default or  Event of Default
            resulting  from  the  borrowing  of  funds  to be applied  to  such
            deposit);

      (3)   such Legal Defeasance or Covenant Defeasance  will  not result in a
            breach or violation of, or constitute a default under, any material
            agreement  or instrument (other than this Indenture) to  which  the
            Issuer, the  Company  or  any  of  its Restricted Subsidiaries is a
            party or by which the Issuer, the Company  or any of its Restricted
            Subsidiaries is bound;

      (4)   the  Issuer  must  deliver to the Trustee an Officers'  Certificate
            stating that the deposit was not made by the Issuer with the intent
            of preferring the Holders  of Notes over the other creditors of the
            Issuer  or the Company with the  intent  of  defeating,  hindering,
            delaying  or defrauding any creditors of the Issuer, the Company or
            others; and

      (5)   the Issuer must deliver to the Trustee an Officers' Certificate and
            an Opinion  of  Counsel, each stating that all conditions precedent
            relating to the Legal  Defeasance  or  the Covenant Defeasance have
            been complied with.

                                    - 85 -


<PAGE>


SECTION 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

Subject  to  Section  8.06  hereof,  all  money  and  non-callable   Government
Securities  (including  the  proceeds  thereof) deposited with the Trustee  (or
other qualifying trustee, collectively for  purposes  of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of  the outstanding Notes
will  be  held  in  trust  and applied by the Trustee, in accordance  with  the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including  the Company acting as Paying Agent) as the
Trustee may determine, to the Holders  of  such  Notes  of  all sums due and to
become due thereon in respect of principal, premium, if any,  and interest, but
such  money  need  not  be  segregated  from  other funds except to the  extent
required by law.

The Issuer and the Company will pay and indemnify  the Trustee against any tax,
fee  or other charge imposed on or assessed against the  cash  or  non-callable
Government  Securities  deposited  pursuant  to  Section  8.04  hereof  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 Notes.

Notwithstanding anything in this Article 8 to the contrary,  the  Trustee  will
deliver  or  pay to the Issuer from time to time upon the request of the Issuer
any money or non-callable  Government  Securities  held  by  it  as provided in
Section  8.04 hereof which, in the opinion of a nationally recognized  firm  of
independent  public  accountants  expressed  in a written certification thereof
delivered  to  the Trustee (which may be the opinion  delivered  under  Section
8.04(1) hereof),  are  in  excess  of  the  amount  thereof  that would then be
required to be deposited to effect an equivalent Legal Defeasance  or  Covenant
Defeasance.

SECTION 8.06 Repayment to Issuer.

Any  money deposited with the Trustee or any Paying Agent, or then held by  the
Issuer,  in  trust  for  the  payment  of the principal of, premium, if any, or
interest  on,  any  Note  and remaining unclaimed  for  two  years  after  such
principal, premium, interest  or  Additional Amounts has become due and payable
shall be paid to the Issuer on its request or (if then held by the Issuer) will
be discharged from such trust; and  the  Holder of such Note will thereafter be
permitted to look only to the 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  Issuer  as trustee thereof, will 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  Issuer  cause  to be published
once,  in  the Financial Times and The Wall Street Journal (national  edition),
notice that  such  money  remains  unclaimed  and  that, after a date specified
therein, which will not be less than 30 days from the date of such notification
or  publication, any unclaimed balance of such money  then  remaining  will  be
repaid to the Issuer.

SECTION 8.07 Reinstatement.

If the  Trustee  or  Paying  Agent is unable to apply any euros or non-callable
Government Securities in accordance  with  Section  8.02 or 8.03 hereof, as the
case may be, by reason of any order or judgment of any  court  or  governmental
authority  enjoining,  restraining  or  otherwise prohibiting such application,
then the Issuer's and the Guarantors' obligations  under  this  Indenture,  the
Notes, the Guarantees and the Security Documents will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such  time  as

                                    - 86 -



<PAGE>

the Trustee or Paying Agent is permitted to apply all such money in  accordance
with Section 8.02 or 8.03 hereof, as the case may be; provided,  however, that,
if the Issuer makes any payment of principal of,  premium,  if any, or interest
on, any Note following the reinstatement of its obligations, the Issuer will be
subrogated  to the rights of the Holders of such Notes to receive  such payment
from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9

                       AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01 Without Consent of Holders of Notes.

Notwithstanding  Section 9.02 of this Indenture, the Issuer, the Guarantors and
the Trustee may amend  or supplement this Indenture, the Notes, the Guarantees,
the Security Documents,  the  Intercreditor  Agreement, the Security Trust Deed
and/or the Convertible Trust Deed (to the extent the Trustee would be consulted
under the Convertible Trust Deed) without the consent of any Holder of Notes:

      (1)   to cure any ambiguity, defect or inconsistency;

      (2)   to provide for uncertificated Notes  in  addition to or in place of
            certificated Notes;

      (3)   to  provide  for the assumption of the Issuer's  or  a  Guarantor's
            obligations to  Holders  of  Notes  and Guarantees in the case of a
            merger or consolidation or sale of all  or substantially all of the
            Issuer's or such Guarantor's assets, as applicable;

      (4)   to  make  any change that would provide any  additional  rights  or
            benefits to  the Holders of Notes or that does not adversely affect
            the legal rights under this Indenture of any such holder;

      (5)   to conform the  text  of  this Indenture, the Guarantees, the Share
            Pledges, the Funding Loan Pledge,  the  Notes  or the Intercreditor
            Agreement to any provision of the "Description of the Notes" or the
            "Description  of  Other  Financing  Arrangements" sections  of  the
            Issuer's Offering Circular dated January  27, 2004, relating to the
            initial offering of the Notes, to the extent that such provision in
            that  "Description  of  the  Notes"  or the "Description  of  Other
            Financing Arrangements" was intended to be a verbatim recitation of
            a provision of this Indenture, the Guarantees,  the  Share Pledges,
            the Funding Loan Pledge or the Notes;

      (6)   to provide for the issuance of Additional Notes in accordance  with
            the limitations set forth in this Indenture as of the date hereof;

      (7)   to  evidence  and  provide  for the acceptance and appointment of a
            successor trustee;

      (8)   to add additional Guarantees  with  respect  to  the  Notes  or  to
            release   Subsidiary   Guarantors  from  Subsidiary  Guarantees  as
            provided by the terms of this Indenture;

      (9)   to further secure the Notes,  to  release all or any portion of the
            collateral pursuant to the terms of  the Security Documents, to add
            to the covenants of the Company or any  of its Subsidiaries for the
            benefit of the holders of the Notes or to  surrender  any  right or
            power conferred upon the Company or any of its Subsidiaries;

                                    - 87 -


<PAGE>




      (10)  to allow any Guarantor to execute a supplemental indenture and/or a
            Guarantee with respect to the Notes; or

      (11)  to  enter  into  an Intercreditor Agreement to (A) subordinate  the
            Guarantees of any  Guarantors  to Designated Senior Indebtedness of
            such Guarantor permitted to be incurred  under this Indenture after
            the  date of this Indenture on substantially  equivalent  terms  to
            those  on  which  the  Guarantees  are subordinated to Indebtedness
            under the Senior Facilities pursuant  to the Original Intercreditor
            Agreement (as in effect on the date of  this  Indenture) and/or (B)
            to make the Lien created pursuant to the Security  Documents (other
            than the Funding Loan Pledge) junior to the pledges in favor of any
            holder of Designated Senior Indebtedness permitted to  be  incurred
            under   this   Indenture  after  the  date  of  this  Indenture  on
            substantially equivalent  terms to those on which the Share Pledges
            are junior to the pledges over  such shares in favor of the lenders
            under the Senior Facilities pursuant  to the Original Intercreditor
            Agreement  (as  in  effect  on  the  Issue  Date)   and/or  (C)  to
            subordinate  any  Guarantees  relating  to  Additional  Notes   and
            Security   Documents   relating  to  Additional  Notes  subject  to
            substantially equivalent  terms  (including  the same remedy bar in
            favor  of  holders  of  Designated  Senior Indebtedness)  to  those
            relating  to  the  outstanding Guarantees  and  Security  Documents
            pursuant to the Original  Intercreditor  Agreement (as in effect on
            the Issue Date); provided that, in the case of clauses (A) and (B),
            any such Intercreditor Agreement provides that either (i) the final
            Stated Maturity of the Designated Senior Indebtedness that benefits
            from  the  subordination  of the Guarantees or  the  second-ranking
            Share Pledges pursuant to such  Intercreditor Agreement is prior to
            the final Stated Maturity of the  Notes  or (ii) such Intercreditor
            Agreement permits payments to be made to the  Issuer  to  fund  the
            repayment of the Notes at the Stated Maturity thereof.

Upon  the  request  of  the  Issuer accompanied by a resolution of its Board of
Directors  authorizing  the execution  of  any  such  amended  or  supplemental
indenture, and upon receipt  by  the  Trustee  of  the  documents  described in
Section  7.02  hereof, the Trustee will join with the Issuer and the Guarantors
in the execution  of  any  amended  or  supplemental  indenture  authorized  or
permitted  by  the  terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee will
not be obligated to enter  into  such  amended  or  supplemental indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02 and the  next two paragraphs, the
Issuer  and  the  Trustee  may  amend or supplement this Indenture  (including,
without  limitation, Section 3.09,  4.10  and  4.15  hereof),  the  Notes,  the
Guarantees,  the  Security Documents, the Intercreditor Agreement, the Security
Trust Deed and/or the  Convertible  Trust Deed (to the extent the Trustee would
be consulted under the Convertible Trust  Deed) with the consent of the Holders
of at least a majority in aggregate principal  amount  of  the then outstanding
Notes  (including, without limitation, Additional Notes, if any)  voting  as  a
single class  (including,  without  limitation, consents obtained in connection
with a tender offer or exchange offer  for,  or  purchase  of, the Notes), and,
subject  to  Sections 6.04 and 6.07 hereof, any existing Default  or  Event  of
Default (other  than  a  Default  or  Event  of  Default  in the payment of the
principal  of,  premium,  if any, or interest on, the Notes, except  a  payment
default resulting from an acceleration  that  has been rescinded) or compliance
with any provision of this Indenture, the Notes,  the  Guarantees, the Security
Documents,  the  Intercreditor Agreement, the Security Trust  Deed  and/or  the
Convertible Trust  Deed (to the extent the Trustee would be consulted under the
Convertible

                                    - 88 -


<PAGE>


Trust  Deed) may be waived  with the  consent of the  Holders of a majority  in
aggregate  principal amount of the then outstanding Notes  (including,  without
limitation,  Additional  Notes,  if any) voting as a single  class  (including,
without  limitation,  consents  obtained in  connection  with a tender offer or
exchange offer for, or purchase of, the Notes).

Without the consent of at least 75% in aggregate principal amount  of the Notes
then outstanding (including consents obtained in connection with a tender offer
or  exchange offer for, or purchase of, such Notes), no waiver or amendment  to
this  Indenture  may  make  any  change in the provisions of Section 11.02, the
Intercreditor Agreement or the Security  Documents  that  adversely affects the
rights of any Holder of Notes.

Without the consent of each Holder affected, an amendment, supplement or waiver
under  this  Section  9.02  may  not  (with  respect  to any Notes  held  by  a
non-consenting Holder):

      (1)   reduce the principal amount of Notes whose  holders must consent to
            an amendment, supplement or waiver;

      (2)   reduce the principal of or change the fixed maturity of any note or
            alter the provisions with respect to the redemption  of  the  Notes
            (except  as  provided above with respect to Sections 3.09, 4.10 and
            4.15 hereof);

      (3)   reduce the rate  of  or  change  the  time for payment of interest,
            including default interest, on any Note;

      (4)   waive a Default or Event of Default in  the  payment  of principal,
            interest,  premium  or  Additional  Amounts on the Notes (except  a
            rescission of acceleration of the Notes  by the holders of at least
            a majority in aggregate principal amount of  the  then  outstanding
            Notes  and a waiver of the payment default that resulted from  such
            acceleration);

      (5)   make any Note payable in money other than that stated in the Notes;

      (6)   make any  change  in  the  provisions of this Indenture relating to
            waivers of past Defaults or  the  rights  of  Holders  of  Notes to
            receive  payments  of  principal,  interest,  premium or Additional
            Amounts on the Notes;

      (7)   waive  a  redemption payment with respect to any  Note  (except  as
            provided above  with  respect  to  Sections  3.09,  4.10  and  4.15
            hereof);

      (8)   release  any  Guarantor  from  any  of  its  obligations  under its
            Guarantee or this Indenture that, in any such case, would adversely
            affect the holders of the Notes except in accordance with the terms
            of this Indenture;

      (9)   release  the  security interest granted in favor of the holders  of
            the Notes in any Security Document other than pursuant to the terms
            of the Intercreditor  Agreement,  the  Share Pledges or the Funding
            Loan Pledge or as otherwise permitted by this Indenture; or

      (10)  make any change in the preceding amendment and waiver provisions.

Upon the request of the Company accompanied by a resolution  of  its  Board  of
Directors  authorizing  the  execution  of  any  such  amended  or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes

                                    - 89 -


<PAGE>

as  aforesaid,  and upon receipt by the Trustee of the  documents  described in
Section 7.02 hereof,  the Trustee will join with the Issuer and the  Guarantors
in the execution of such amended or supplemental  indenture unless such amended
or supplemental  indenture directly affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise,  in which case the Trustee may in
its  discretion,  but will not be  obligated  to,  enter  into such  amended or
supplemental Indenture.

It  will  not  be  necessary for the consent of the Holders of Notes under this
Section  9.02  to approve  the  particular  form  of  any  proposed  amendment,
supplemental or  waiver,  but  it  is  sufficient  if such consent approves the
substance thereof.

After  an  amendment,  supplement  or waiver under this  Section  9.02  becomes
effective, the Issuer will mail to the  Holders  of  Notes  affected  thereby a
notice briefly describing the amendment, supplement or waiver.  Any failure  of
the  Issuer  to  mail such notice, or any defect therein, will not, however, in
any way impair or  affect  the  validity  of  any  such amended or supplemental
indenture or waiver.

SECTION 9.03 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective,  a consent to it by
a Holder of a Note is a continuing consent by the Holder of a  Note  and  every
subsequent  Holder  of a Note or portion of a Note that evidences the same debt
as the consenting Holder's Note, even if notation of the consent is not made on
any Note.  However, any  such  Holder  of a Note or subsequent Holder of a Note
may revoke the consent as to its Note if the Trustee receives written notice of
revocation  before  the  date  the  amendment,  supplement  or  waiver  becomes
effective.  An amendment, supplement  or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.04 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated.   The  Issuer  in exchange for all
Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note  will  not  affect
the validity and effect of such amendment, supplement or waiver.

SECTION 9.05 Trustee to Sign Amendments, etc.

The Trustee will sign any amended or supplemental indenture authorized pursuant
to this Article 9 if the amendment or supplement does not adversely affect  the
rights,  duties, liabilities or immunities of the Trustee.  The Issuer and each
Guarantor  may not sign an amended or supplemental indenture until the Board of
Directors of  the  Issuer  or  such  Guarantor  approves  it.  In executing any
amended or supplemental indenture, the Trustee will be entitled  to receive and
(subject  to Section 7.01 hereof) will be fully protected in relying  upon,  in
addition to  the  documents  required  by  Section  12.04  hereof, an Officers'
Certificate  and  an  Opinion  of  Counsel stating that the execution  of  such
amended or supplemental indenture is authorized or permitted by this Indenture.

                                    - 90 -

<PAGE>




                                  ARTICLE 10

                            COLLATERAL AND SECURITY

SECTION 10.01 Security Documents.

(a)   The due and punctual payment of  the  principal,  premium,  interest  and
      Additional  Amounts  on the Notes and the Guarantees when and as the same
      shall be due and payable,  whether on a Regular Interest Payment Date, at
      maturity,  by  acceleration, repurchase,  redemption  or  otherwise,  and
      interest on the  overdue  principal,  premium,  interest  and  Additional
      Amounts, if any, on the Notes and the Guarantees and performance  of  all
      other  obligations  of  the  Issuer  and the Guarantors to the Holders of
      Notes or the Trustee under this Indenture,  the Notes and the Guarantees,
      according to the terms hereunder or thereunder,  are  secured as provided
      in the Security Documents, the Intercreditor Agreement  and  the Security
      Trust Agreement.

(b)   The  security  created by the Security Documents (other than the  Funding
      Loan Pledge) is subject to the Intercreditor Agreement.

(c)   Each Holder of Notes,  by  its acceptance thereof, consents and agrees to
      the terms of the Security Documents, the Security Trust Agreement and the
      Intercreditor Agreement (including,  without  limitation,  the provisions
      providing for foreclosure and release of the Share Pledges)  as  the same
      may  be in effect or may be amended from time to time in accordance  with
      their  terms  and  authorizes and directs the Trustee and/or the Security
      Agent  and/or  any  Note  Security  Agent  to  enter  into  the  Security
      Documents, the Security  Trust  Agreement and the Intercreditor Agreement
      and to perform its respective obligations  and  exercise  its  respective
      rights thereunder in accordance therewith.

(d)   The Issuer will do or cause to be done all such acts and things as may be
      necessary  or  proper,  or  as  may be required by the provisions of  the
      Security Documents, to assure and  confirm  to  the  Trustee  and/or  the
      Security  Agent  and/or  any  Note  Security Agent that it holds, for the
      benefit of the Holders, duly created,  enforceable and perfected Liens as
      contemplated  hereby,  by  the  Security Documents,  the  Security  Trust
      Agreement and the Intercreditor Agreement  or  any  part thereof, as from
      time  to  time  constituted, so as to render the same available  for  the
      security and benefit  of  this  Indenture and of the Notes and Guarantees
      secured hereby, according to the  intent  and  purposes herein expressed.
      The  Issuer  and  the  Guarantors will each take, and  will  cause  their
      Subsidiaries to take, upon  request  of  the  Trustee and/or the Security
      Agent  and/or  any  Note Security Agent, any and all  actions  reasonably
      required to cause the  Security  Documents  to  create  and  maintain, as
      security for the Obligations of the Issuer and the Guarantors  hereunder,
      a valid and enforceable perfected first priority Lien, as to the  Funding
      Loan Pledge, or second priority Lien, as to the Share Pledges, in and  on
      the  relevant  pledged assets in favor of the Trustee and/or the Security
      Agent and/or any  Note  Security  Agent for the benefit of the Holders of
      Notes, superior to and prior to the  rights of all third Persons (except,
      with respect to the Share Pledges, the  holders  of  Senior Indebtedness)
      and subject to no other Liens other than Permitted Liens.

SECTION 10.02 Release of Collateral.

(a)   Subject to subsections (b) through (d) of this Section  10.02, the assets
      subject  to  the  Security  Documents may be released from the  Lien  and
      security interest created by  the

                                    - 91 -

<PAGE>


      Security  Documents at any time or from time to time in  accordance  with
      the  provisions  of  this  Indenture,  the  Security  Documents  and  the
      Intercreditor Agreement.

(b)   In addition:

      (1)   with  respect to the relevant shares, in connection with  an  Asset
            Sale of  Equity  Interests subject to a Share Pledge; provided that
            the Company has complied with Section 4.10;

      (2)   with respect to the  relevant  shares, in connection with a merger,
            consolidation or sale of all or  substantially all of the assets of
            a Subsidiary Guarantor; provide such merger, consolidation complies
            with Section 5.01;

      (3)   with respect to any collateral, upon Legal Defeasance under Section
            8.02  or satisfaction and discharge  of  the  Notes  under  Section
            12.01; and

      (4)   with respect to the relevant shares, in connection with the sale of
            all the  shares  of  a Subsidiary Guarantor or an entity which owns
            such shares pursuant to an Enforcement Action by the security agent
            in respect of any Designated Senior Indebtedness; provided that the
            applicable requirements  set  forth  in the Intercreditor Agreement
            are complied with,

      if, in the case of clause (4) the proceeds are applied in accordance with
      the Intercreditor Agreement, then the Trustee  shall:  (i) in the case of
      clause (2), upon such Legal Defeasance or satisfaction  and discharge and
      (ii) in the case of clauses (1), (3) and (4), concurrently upon receiving
      written   confirmation   from   the   Company,  together  with  Officer's
      Certificates and Opinions of Counsel in  form  and  substance  reasonably
      satisfactory to the Trustee, that the provisions of such clause have been
      or  will  be  complied with, release the Liens on the relevant collateral
      pursuant to this  Indenture and the Security Documents, provided that, in
      the case of clauses  (1),  (3) and (4), the Trustee shall not release its
      Lien over the proceeds of the sale of the asset sold.

(c)   Save pursuant to 6.4(b)(ii)  or 6.4(c) of the Intercreditor Agreement, at
      any  time  when  a  Default or Event  of  Default  has  occurred  and  is
      continuing, no release  of  pledged  assets pursuant to the provisions of
      the Security Documents will be effective as against the Holders of Notes.

(d)   The release of any pledged assets from  the  terms  of this Indenture and
      the  Security Documents will not be deemed to impair the  security  under
      this Indenture  in  contravention  of the provisions hereof if and to the
      extent such assets are released pursuant  to  the terms hereof and of the
      Security Documents.

SECTION 10.03 Certificates of the Trustee.

In  the event that the Issuer wishes to release pledged  assets  in  accordance
with this Indenture, the Security Documents and the Intercreditor Agreement and
has delivered the certificates and documents required by the Security Documents
and an  Officers'  Certificate  containing  the  information  required  by  TIA
{section}314(d),  the  Trustee  will deliver a certificate to the Note Security
Agent setting forth such determination  and that the specified release complies
with the terms hereof and of the Intercreditor Agreement.

                                    - 92 -


<PAGE>


SECTION 10.04 Authorization of Actions to Be Taken by the Trustee Under the
              Security Documents.

(a)   Notwithstanding any provision of this Indenture to the contrary, prior to
      the Senior Discharge Date or for so long as required by any Intercreditor
      Agreement, the Trustee may only take  Enforcement  Action under the Share
      Pledges at the direction of the Holders representing  more  than 50.0% in
      principal amount of all outstanding Notes and under any Security Document
      as otherwise permitted by the Intercreditor Agreement.

(b)   Subject to the foregoing and to the provisions of Section 7.01  and  7.02
      hereof,  the  Trustee may, in its sole discretion and without the consent
      of the Holders of Notes, take (and direct the Security Agent to take) and
      shall take (at  the  direction  of  the  Holders)  all  actions  it deems
      necessary or appropriate in order to:

      (1)   enforce  any  of  the  terms  of  the  Security  Documents  or  the
            Intercreditor Agreement; and

      (2)   collect  and  receive any and all amounts payable in respect of the
            Obligations of the Issuer or any Guarantor hereunder and distribute
            such amounts in  accordance  with  the  Intercreditor Agreement and
            herewith.

(c)   The  Trustee  will have power to institute and maintain  such  suits  and
      proceedings as  it  may  deem  expedient to prevent any impairment of the
      pledged assets by any acts that  may  be  unlawful or in violation of the
      Security Documents, the Intercreditor Agreement  or  this  Indenture, and
      such suits and proceedings as the Trustee may deem expedient  to preserve
      or protect its interests and the interests of the Holders of Notes in the
      pledged  assets  (including  power  to  institute  and maintain suits  or
      proceedings  to  restrain  the  enforcement  of  or compliance  with  any
      legislative or other governmental enactment, rule  or  order  that may be
      unconstitutional   or   otherwise  invalid  if  the  enforcement  of,  or
      compliance with, such enactment,  rule or order would impair the security
      interest hereunder or be prejudicial  to  the interests of the Holders of
      Notes or of the Trustee).

SECTION  10.05  Authorization  of  Receipt  of Funds by the  Trustee  Under the
                Security Documents.

The Trustee is authorized to receive any funds for  the  benefit of the Holders
of  Notes  distributed  under  the  Security  Documents  or  the  Intercreditor
Agreement,  and  to make further distributions of such funds to the Holders  of
Notes according to  the  provisions  of  this  Indenture  and the Intercreditor
Agreement.

SECTION 10.06 Termination of Security Interest.

Upon  the  full  and  final payment and performance of all Obligations  of  the
Issuer and the Guarantors  under  this Indenture, the Notes and the Guarantees,
the Trustee will release the Liens  pursuant to this Indenture and the Security
Documents.

SECTION 10.07 Appointment of Security Agent

(a)   The Issuer hereby appoints The  Bank of New York to act as Security Agent
      hereunder.  The Bank of New York accepts such appointment and is directed
      and instructed to enter into the  Security Trust Agreement and to appoint
      a further agent as security trustee

                                    - 93 -


<PAGE>


      under the Security Trust  Agreement.  The Security Agent and such further
      security  trustee  shall  have such  duties and  responsibilities  as are
      explicitly set forth herein and in the Security  Documents to which it is
      a party, the Intercreditor Agreement and the Security Trust Agreement and
      no others;  provided  that the Security  Agent and such further  security
      trustee  shall only take  action  with  respect to or under the  Security
      Documents,  the Intercreditor  Agreement and the Security Trust Agreement
      in  accordance  with the written  instructions  of the Trustee  acting on
      behalf of the Holders of the Notes, and shall apply any proceeds from the
      enforcement of any security, as set forth herein and in the Intercreditor
      Agreement.  The  provisions  of Article 7 hereof  relating to the Trustee
      acting  in such  capacity  shall  apply to the  Security  Agent  and such
      further security trustee acting in such capacity mutatis mutandis, to the
      extent  applicable.  In addition,  the Issuer and the Guarantors  hereby,
      jointly and severally,  agree to indemnify the Security Agent on the same
      basis as their  indemnity  to the  Trustee in  Article 7 with  respect to
      actions taken or not taken by it in accordance with this  Indenture,  the
      Security  Documents  to  which  it  is  a  party  and  the  Intercreditor
      Agreement.

(b)   The parties hereto  acknowledge and agree, and each Holder by accepting a
      Note acknowledges and  agrees, that the Company has appointed The Bank of
      New York to act as security agent for the Convertible Bonds.

                                  ARTICLE 11

                                  GUARANTEES

SECTION 11.01 Guarantee.

(a)   Subject to this Article  11,  each  of the Guarantors hereby, jointly and
      severally,  unconditionally  guarantees   to   each   Holder  of  a  Note
      authenticated  and  delivered by the Trustee and to the Trustee  and  its
      successors and assigns,  irrespective  of the validity and enforceability
      of this Indenture, the Notes or the obligations  of  the Issuer hereunder
      or thereunder, that:

      (1)   the principal, interest, premium and Additional Amounts, if any, on
            the  Notes  will  be  promptly  paid in full when due,  whether  at
            maturity, by acceleration, redemption or otherwise, and interest on
            the overdue principal, interest, premium and Additional Amounts, if
            any, on the Notes, and all other  Obligations  of the Issuer to the
            Holders  or  the Trustee hereunder or thereunder will  be  promptly
            paid in full or  performed, all in accordance with the terms hereof
            and thereof; and

      (2)   in case of any extension of time of payment or renewal of any Notes
            or any of such other  obligations,  that same will be promptly paid
            in full when due or performed in accordance  with  the terms of the
            extension  or renewal, whether at Stated Maturity, by  acceleration
            or otherwise.

      Failing payment when  due  of any amount so guaranteed or any performance
      so guaranteed for whatever reason,  the  Guarantors  will  be jointly and
      severally  obligated  to  pay the same immediately upon maturity  of  the
      Guarantees in accordance with  Section  11.02(b)  hereof.  Each Guarantor
      agrees  that  this  is  a  guarantee of payment and not  a  guarantee  of
      collection.

                                    - 94 -


<PAGE>



(b)   Prior  to the repayment in full  in  cash  or  Cash  Equivalents  of  all
      Obligations  in  respect  of Senior Indebtedness, no Subsidiary Guarantee
      will mature (and no amount will become due or payable thereunder) until:

      (1)   a Default under Sections  6.01(1)  or  (2)  hereof  occurs  and  is
            continuing; and

      (2)   either:

            (1)   179  days has elapsed since the date of any Default occurring
                  on or  prior  to  such  payment Default referred to in clause
                  (1); or

            (2)   if  earlier,  (A)  an Insolvency  Event  in  respect  of  the
                  relevant Subsidiary  Guarantor  has  occurred,  (B)  a Senior
                  Declared  Default has occurred and is continuing, or (C)  the
                  applicable  lenders  have  taken  any  Enforcement  Action in
                  respect of any Senior Indebtedness of the relevant Subsidiary
                  Guarantor.

      This  clause (b) shall not apply to claims under any Subsidiary Guarantee
      in respect  of  fees,  expenses and other amounts payable to the Trustee,
      the Security Agent or any  Note  Security  Agent  hereunder  or under the
      Security Documents.

      Each  Subsidiary  Guarantor  will  notify  the  Trustee  in  writing upon
      maturity of its Guarantee.

      For the avoidance of doubt, the parties hereto agree and acknowledge that
      the  foregoing  clause (b) shall not apply to claims under any Subsidiary
      Guarantee in respect  of  fees, expenses and other amounts payable to the
      Trustee or the Security Agent  hereunder or under the Security Documents,
      the Intercreditor Agreement or the Security Trust Agreement.

(c)   The  Guarantors  hereby  agree  that   their  obligations  hereunder  are
      unconditional, irrespective of the validity, regularity or enforceability
      of the Notes or this Indenture, the absence  of any action to enforce the
      same, any waiver or consent by any Holder of the  Notes  with  respect to
      any  provisions  hereof  or thereof, the recovery of any judgment against
      the Issuer, any action to  enforce  the  same  or  any other circumstance
      which  might  otherwise  constitute  a  legal or equitable  discharge  or
      defense  of  a  guarantor.   Each  Guarantor  hereby   waives  diligence,
      presentment,  demand  of payment, filing of claims with a  court  in  the
      event of insolvency or  bankruptcy  of the Issuer, any right to require a
      proceeding first against the Issuer,  protest,  notice  and  all  demands
      whatsoever and covenant that this Guarantee will not be discharged except
      by  complete  performance  of  the obligations contained in the Notes and
      this Indenture.

(d)   If any Holder, the Trustee, the Security Agent or any Note Security Agent
      is  required by any court or otherwise  to  return  to  the  Issuer,  the
      Guarantors  or  any  custodian,  trustee,  liquidator  or  other  similar
      official  acting in relation to either the Issuer or the Guarantors,  any
      amount paid  either to the Trustee or such Holder, this Guarantee, to the
      extent theretofore  discharged,  will  be  reinstated  in  full force and
      effect.

(e)   Each  Guarantor  agrees  that  it  will  not be entitled to any right  of
      subrogation or contribution in relation to  the Holders in respect of any
      obligations guaranteed hereby until payment in  full  of  all obligations
      guaranteed  hereby.  Each Guarantor further agrees

                                    - 95 -



<PAGE>

      that, as between the Guarantors, on the one hand, and the Holders and the
      Trustee,  on  the  other  hand,  (1)  the  maturity  of  the  obligations
      guaranteed  hereby may be accelerated as provided in Article 6 hereof for
      the purposes of this Guarantee,  notwithstanding any stay,  injunction or
      other  prohibition   preventing  such  acceleration  in  respect  of  the
      obligations guaranteed hereby, and (2) in the event of any declaration of
      acceleration  of such  obligations as provided in Article 6 hereof,  such
      obligations  (whether or not due and payable) will  forthwith  become due
      and payable by the Guarantors for the purpose of this Guarantee.

SECTION 11.02 Subordination of Guarantees.

(a)   Agreement to Subordinate.

      The Company and each other Guarantor agrees, and the Trustee agrees, that
      the Guarantees are and shall be  and  remain  subordinated  in  right  of
      payment,  to the extent and in the manner provided in this Section 11.02,
      to the prior  payment  in  full in cash or Cash Equivalents of all Senior
      Indebtedness of the Company  or  the  relevant  Guarantor,  and that such
      subordination  is  for  the benefit of and enforceable by the holders  of
      such Senior Indebtedness  or Designated Senior Indebtedness (as specified
      herein).

      Notwithstanding any other provision  hereof, this Section 11.02 shall not
      apply to claims under any Guarantee in  respect  of  fees,  expenses  and
      other  amounts  payable  to  the  Trustee, the Security Agent or the Note
      Security   Agent  hereunder  or  under  the   Security   Documents,   the
      Intercreditor  Agreement  or  the  Security  Trust  Agreement which fees,
      expenses and other amounts shall not be subordinated in right of payments
      to Senior Indebtedness.

(b)   Liquidation, Dissolution, Bankruptcy.

      Upon the occurrence of an Insolvency Event in relation  to the Company or
      any other Guarantor:

      (1)   holders of Senior Indebtedness of the Company or such Guarantor, as
            applicable, shall be entitled to receive payment in full in cash or
            Cash Equivalents of such Senior Indebtedness before  the Trustee or
            the Holders of Notes shall be entitled to receive any payment under
            or in respect of the Guarantees;

      (2)   until  the  Senior  Discharge Date, any payment or distribution  to
            which the Trustee or the Holders of Notes would be entitled but for
            this  Section  11.02 shall  be  made  to  holders  of  such  Senior
            Indebtedness as their interests may appear, except that the Trustee
            or the Holders of Notes may receive (i) Permitted Junior Securities
            and (ii) distributions  from  defeasance  trusts  established under
            Article  8  in  accordance with its terms and funded in  compliance
            with  the  Senior  Credit  Agreements  (or,  following  the  Senior
            Discharge Date, the  agreement(s)  governing  any  other Designated
            Senior Indebtedness); and

      (3)   if  a distribution is made to the Trustee or the Holders  of  Notes
            that, due to the subordination provisions set forth in this Section
            11.02,  should  not  have  been  made  to them, the Trustee (to the
            extent  in  its  possession) or the Holders  of  Notes  is  or  are
            required to hold it in trust for the holders of Senior Indebtedness






                                     - 96 -
<PAGE>

            of the Company or the Guarantor and to pay it over to them as their
            interests may appear.

      Notwithstanding any other  provision hereof, this Section 11.02 shall not
      apply to claims under any Guarantee  in  respect  of  fees,  expenses and
      other  amounts  payable  to  the Trustee, the Security Agent or the  Note
      Security  Agent  hereunder  or  under   the   Security   Documents,   the
      Intercreditor  Agreement  or  the  Security  Trust  Agreement which fees,
      expenses and other amounts shall not be subordinated in right of payments
      to Senior Indebtedness.

(c)   Exercise of Rights.

      Until  the Senior Discharge Date, upon the occurrence  of  an  Insolvency
      Event in  relation  to  any  Guarantor,  the  Senior  Security  Agent  is
      irrevocably  authorized  by  the Trustee and the Holders of Notes, and by
      the Company and the other Guarantors, on their behalf to:

      (1)   demand, claim, enforce and prove for;

      (2)   file claims and proofs,  give receipts and take all proceedings and
            do all things which the Senior  Security Agent considers reasonably
            necessary to recover; and

      (3)   receive  distributions of any kind  whatsoever  in  respect  or  on
            account of,

      the Indebtedness due from that Guarantor in respect of its Guarantee.

(d)   Distributions.

      Upon the occurrence  of  an  Insolvency Event in relation to a Guarantor,
      the  trustee  in  bankruptcy,  liquidator,   assignee   or  other  person
      distributing  the  assets  of that Guarantor or their proceeds  shall  be
      directed by the Trustee, the  Holders of Notes and the relevant Guarantor
      (as the case may be) to pay distributions of any kind in relation to such
      Guarantor's Obligations under this  Indenture  and its Guarantee directly
      to the Senior Security Agent until the Senior Indebtedness  has been paid
      in full in cash or Cash Equivalents.  Notwithstanding the foregoing,  the
      Trustee  and  the  Holders  of  Notes  may  receive  (i) Permitted Junior
      Securities  and  (ii)  distributions  from defeasance trusts  established
      under Article 8 in accordance with its  terms  and  funded  in compliance
      with  the  Senior  Credit  Agreements (or, following the Senior Discharge
      Date,   the   agreement(s)  governing   any   other   Designated   Senior
      Indebtedness).

(e)   Limitations on Payment.

      Payments by the  Guarantors will be permitted except as set forth in this
      Section 11.02(e).

      Prior to the Final  Discharge  Date,  no  payments  may  be made on or in
      respect  of  the  Guarantees  without  the prior written consent  of  the
      Majority Senior Lenders:

      (1)   if a Senior Payment Default with respect to any Senior Indebtedness
            of the relevant Guarantor has occurred,  and  for  so  long as such
            Senior Payment Default is continuing; or


                                     - 97 -
<PAGE>





      (2)   if  a  Senior  Default  (other than a Senior Payment Default)  with
            respect  to any Designated  Senior  Indebtedness  of  the  relevant
            Guarantor  has  occurred  and  is  continuing  and  the Trustee has
            received a notice from the relevant agent under any such Designated
            Senior Indebtedness specifying the relevant Senior Default and that
            permitted  payments  under  the  relevant  Guarantee  are suspended
            (each, a "Payment Blockage Notice") until the earliest of:

                  (A)   the date falling 179 days after the date of  receipt by
                        the Trustee of the Payment Blockage Notice;

                  (B)   the date on which the relevant Senior Default is cured,
                        waived or otherwise no longer continuing;

                  (C)   the  date  on  which  the  relevant  agent  cancels the
                        Payment Blockage Notice delivered by it (provided  that
                        no  such  cancellation  shall be made without the prior
                        written consent of any agent  under any such Designated
                        Senior Indebtedness who would,  but  for  the  issue of
                        that  Payment  Blockage  Notice, have been entitled  to
                        deliver  a  Payment Blockage  Notice  to  the  Trustees
                        during the term  of  such  delivered  Payment  Blockage
                        Notice); and

                  (D)   the payment in full in cash or Cash Equivalents  of the
                        relevant Designated Senior Indebtedness.

      Only  one  Payment  Blockage  Notice  may be served by the holders of all
      Designated Senior Indebtedness in any period of 360 consecutive days.

(f)   Notwithstanding Section 11.02(e), (i) a  Guarantor's  obligations to make
      any payments under a Guarantee that are not permitted to  be  paid  under
      Section  11.02(e)  shall  continue notwithstanding any payment suspension
      pursuant   to  such  clause  and   (ii) default   interest   and/or   the
      capitalization  of  interest  shall continue to accrue in accordance with
      the Indenture.  Section 11.02(e)  acts  to  suspend  payments, and not to
      waive  the rights of the Holders of Notes to receive payments  under  the
      Guarantees  when  the  suspension  period  has  lapsed  and  otherwise in
      accordance with the terms of this Indenture.

(g)   Section 11.02(e) shall not prohibit the Trustee or the Holders  of  Notes
      from  receiving  (i)  Permitted  Junior Securities and (ii) distributions
      from defeasance trusts established under Article 8 in accordance with its
      terms and funded in compliance with  the  Senior  Credit  Agreements (or,
      following  the  Senior  Discharge  Date,  the agreement(s) governing  any
      Designated Senior Indebtedness).

(h)   If a payment or distribution is made to the Trustee or the holders of the
      Notes that should not have been made to them,  the Trustee (to the extent
      in its possession) or the holders of the Notes is or are required to hold
      it in trust for the holders of Senior Indebtedness and to distribute such
      payment  or  distribution in accordance with the Intercreditor  Agreement
      and herewith.

(i)   With  respect  to   the  holders  of  Senior  Indebtedness,  the  Trustee
      undertakes to perform  only  those obligations on the part of the Trustee
      as  are  specifically set forth  in  this  Article  11,  and  no  implied
      covenants   or   obligations  with  respect  to  the  holders  of  Senior




                                    - 98 -
<PAGE>



      Indebtedness will  be  read into this Indenture against the Trustee.  The
      Trustee will not be deemed  to  owe  any fiduciary duty to the holders of
      Senior Indebtedness, and will not be liable  to  any  such holders if the
      Trustee  pays  over  or  distributes  to or on behalf of Holders  or  any
      Guarantor or any other Person money or  assets  to  which  any holders of
      Senior  Indebtedness  are  then  entitled  by virtue of this Article  11,
      except if such payment is made as a result of  the  willful misconduct or
      gross negligence of the Trustee.

(j)   After  all Senior Indebtedness is paid in full and until  the  Notes  are
      paid in  full,  Holders  of Notes will be subrogated (equally and ratably
      with all other Indebtedness  pari  passu with the Notes) to the rights of
      holders  of Senior Indebtedness to receive  distributions  applicable  to
      Senior Indebtedness to the extent that distributions otherwise payable to
      the Holders  of  Notes  have  been  applied  to  the  payment  of  Senior
      Indebtedness.   A  distribution made under this Article 11 to holders  of
      Senior Indebtedness  that  otherwise  would  have been made to Holders of
      Notes is not, as between the Guarantors and Holders,  a  payment  by  the
      Guarantors on the Notes.

(k)   This  Article  11  defines  the  relative  rights of Holders of Notes and
      holders of Senior Indebtedness.  Nothing in this Indenture will:

      (1)   impair,  as  between  the  Guarantors and  Holders  of  Notes,  the
            obligation of the Guarantors,  which is absolute and unconditional,
            to pay principal, premium, interest  and  Additional Amounts on the
            Notes in accordance with their terms;

      (2)   affect the relative rights of Holders of Notes and creditors of the
            Guarantors other than their rights in relation to holders of Senior
            Indebtedness; or

      (3)   prevent  the  Trustee or any Holder of Notes  from  exercising  its
            available remedies  upon  a Default or Event of Default, subject to
            the rights of holders and owners  of Senior Indebtedness to receive
            distributions and payments otherwise  payable  to  Holders of Notes
            and   subject   to  restrictions  contained  in  any  Intercreditor
            Agreement.

      If the Guarantors fail  because  of  this Article 11 to pay principal of,
      premium, interest, or Additional Amounts  on  a Note on the due date, the
      failure is still a Default or Event of Default.

(l)   Each Holder of Notes, by the Holder's acceptance  thereof, authorizes and
      directs the Trustee on such Holder's behalf to take such action as may be
      necessary or appropriate to effectuate the subordination  as  provided in
      this  Article  11,  and  appoints  the  Trustee  to  act as such Holder's
      attorney-in-fact for any and all such purposes.  If the  Trustee does not
      file a proper proof of claim or proof of debt in the form required in any
      proceeding referred to in Section 6.09 hereof at least 30 days before the
      expiration  of  the  time  to  file  such  claim,  the holders of  Senior
      Indebtedness are hereby authorized to file an appropriate  claim  for and
      on behalf of the Holders of the Notes.

(m)   Intercreditor Agreement and Security Trust Agreement

      In  addition  to  the  foregoing,  the  Guarantees  are  subject  to  the
      Intercreditor Agreement and the Security Trust Agreement.

                                    - 99 -
<PAGE>

      The  Trustee,  acting  for  itself and on behalf of the Holders, and each
      Holder by its acceptance of Notes,  acknowledges  and agrees to the terms
      of  the  Intercreditor  Agreement  and the Security Trust  Agreement,  as
      applicable.

SECTION 11.03 Limitation on Guarantor Liability.

(a)   General.  Each Guarantor, and by its  acceptance  of  Notes, each Holder,
      hereby  confirms  that it is the intention of all such parties  that  the
      Guarantee of such Guarantor  not  constitute  a  fraudulent  transfer,  a
      fraudulent  conveyance,  a  transaction  at  under  value for purposes of
      Bankruptcy  Law  or  any  similar  law  or a transaction void  under  any
      applicable law, in each case to the extent  applicable  to any Guarantee.
      To effectuate the foregoing intention, the Trustee, the Holders  and  the
      Guarantors   hereby  irrevocably  agree  that  the  obligations  of  such
      Guarantor will  be  limited to the maximum amount that will, after giving
      effect  to  such maximum  amount  and  all  other  contingent  and  fixed
      liabilities of  such  Guarantor  that  are  relevant under such laws, and
      after  giving  effect  to  any  collections  from,   rights   to  receive
      contribution from or payments made by or on behalf of any other Guarantor
      in respect of the obligations of such other Guarantor under this  Article
      11,  result in the obligations of such Guarantor under its Guarantee  not
      constituting  either  a  fraudulent  transfer,  fraudulent  conveyance or
      transaction  at  under  value  or a transaction void under any applicable
      law.

(b)   Limitations for German Subsidiary Guarantors.

      Each Holder, by its acceptance of  Notes,  agrees that the enforcement of
      any Subsidiary Guarantees given pursuant to  this  Article 11 by a German
      Subsidiary  Guarantor, and any security provided by a  German  Subsidiary
      Guarantor pursuant  to  the  Security Documents, other than in respect of
      Funds made available to such Subsidiary  Guarantor  or to a Subsidiary of
      such Subsidiary Guarantor by the Issuer from the proceeds  of  the Notes,
      shall  be  limited,  in relation to any Subsidiary Guarantor which  is  a
      German  limited  liability   company  (Gesellschaft  mit  beschr{a"}nkter
      Haftung - GmbH) (a "German Subsidiary  Guarantor"),  to  the  extent that
      payment  under  that  Subsidiary  Guarantee,  or the enforcement of  such
      security, would cause the higher of (i) the German Subsidiary Guarantor's
      net   assets  (including,  for  the  avoidance  of  doubt,   the   amount
      corresponding  to  such  German  Subsidiary  Guarantor's registered share
      capital (Stammkapital)) at December 31, 2003 minus  10%  (the  "Base  Net
      Assets")   and   (ii)   the  German  Subsidiary  Guarantor's  net  assets
      (including, for the avoidance  of doubt, the amount corresponding to such
      German  Subsidiary  Guarantor's Stammkapital)  as  per  the  end  of  the
      calendar month preceding  the date of enforcement of this Guarantee or of
      such security (the "Current  Net Assets") to fall below its Stammkapital;
      provided that for the purposes  of the calculation of the Base Net Assets
      and the Current Net Assets the following  balance  sheet  items  shall be
      adjusted as follows:

      (1)   the  amount  of  any  increase  of the Stammkapital of the relevant
            German Subsidiary Guarantor after  the Issue Date shall be deducted
            from the relevant Stammkapital;

      (2)   Indebtedness incurred by the relevant  German  Subsidiary Guarantor
            (or to any direct or indirect Subsidiary of such  German Subsidiary
            Guarantor)  and provided by the Company or any of its  Subsidiaries
            shall be disregarded  if  and  to  the extent such Indebtedness has
            been  provided from funds made available  to  a  German  Subsidiary
            Guarantor  in  connection  with  the terms of this Indenture or




                                    - 100 -
<PAGE>

            the Notes,  or are  subordinated,  or are  considered  subordinated
            pursuant to Sec. 32a GmbHG; and

      (3)   Indebtedness and other liabilities  incurred  in  violation  of the
            provisions of this Indenture shall be disregarded,

      and; provided further that the relevant German Subsidiary Guarantor shall
      for  the  purposes  of  the  determination of the Base Net Assets and the
      Current Net Assets dispose of  all  assets  where the relevant assets are
      shown in the balance sheet of the German Subsidiary Guarantor with a book
      value (Buchwert) which is significantly lower  than  the  market value of
      such  assets.   The  above  limitations  shall  not  apply  if  following
      notification by the Trustee of claims raised under the Guarantee pursuant
      to this Article 11, or of the enforcement of security by the Trustee, the
      relevant   German   Subsidiary  Guarantor  does  not  provide  conclusive
      evidence, including in  particular interim financial statements up to the
      end of the last completed  calendar  month  (which  shall  be  audited if
      reasonably requested by the Trustee), within twenty five (25) days  after
      the  date  of  such  notification,  or if after receipt of such unaudited
      statements  notification  is  given  to the  relevant  German  Subsidiary
      Guarantor to provide audited financial  statements  up to the end of that
      same  calendar  month  and  such  audited  financial statements  are  not
      provided within fifty (50) days after the date of such notification.

(c)   Limitations for Austrian Guarantors.

      (1)   Each  Guarantor  established  in  Austria   ("Austrian  Guarantor")
            acknowledges that:

            (1)   it  will receive valuable direct or indirect  benefits  as  a
                  result  of  the  funds made available in connection with this
                  Indenture;

            (2)   the Issuer shall pay  to  each Austrian Guarantor an adequate
                  and arm's length annual fee  for granting the guarantee under
                  this Article 11;

            (3)   the Trustee has acted in good  faith  in  connection with the
                  Guarantee   given   by  that  Austrian  Guarantor   and   the
                  transactions contemplated by the Indenture and the Notes; and

            (4)   it has not incurred and  does  not  intend  to  incur  debts,
                  including contingent liabilities beyond its ability to pay as
                  they mature.

      (2)   Notwithstanding anything to the contrary contained herein or in the
            Notes or the Guarantees the liability of each Austrian Guarantor:

            (1)   shall  be  limited  to  funds  applied  by the Issuer for the
                  valuable   direct  or  indirect  benefits  of  the   Austrian
                  Guarantors; and

            (2)   shall be limited to an amount of:

                  (A)   the Future  Additional Net Asset Value of that Austrian
                        Guarantor; plus, if applicable,

                                    - 101 -
<PAGE>

                  (B)   the equivalent  in  Euro  of  the proceeds of the Notes
                        received   by   the   Issuer  (plus  accrued   interest
                        commission and fee thereon)  which  are  on-lent to the
                        respective Austrian Guarantor.

      (3)   For  the  purposes of this Section 11.03(c) "Future Additional  Net
            Asset Value"  means the future increase of the value of the balance
            sheet positions  "Eigenkapital" (as defined under the provisions of
            Austrian accounting  laws, currently Art. 224 sec. 3 lit A Austrian
            Commercial Code) as of  the date of the execution of this Indenture
            (the "Reference Net Asset  Value")  as opposed to the value of this
            balance sheet position on the day of  the  payment demand under the
            Guarantee  pursuant  to  this  Article  11.   An interim  financial
            statement of that Austrian Guarantor established  upon  the date of
            the  execution  of  this  Indenture  and certified by the statutory
            auditors of that Austrian Guarantor shall  be  prima facie evidence
            as to the amount of the Reference Net Asset Value.

      (4)   Each  Austrian  Guarantor  shall  procure to record  its  potential
            obligation under its Guarantee pursuant  to  this Article 11 in its
            financial statements to be established after the  execution of this
            Indenture pursuant to Art. 199 Austrian Commercial Code.

      (5)   Each Austrian Guarantor agrees that the benefit of  this  Guarantee
            shall be transferred and shall remain in full legal effect  when  a
            Holder  seeks  to  transfer  its  rights and obligations under this
            Indenture to another Person.

(d)   Limitations for French Guarantors.

      (1)   Each  Guarantor  organized under the  laws  of  France  (a  "French
            Guarantor") acknowledges that:

            (1)   it has not incurred  and  does  not  intend  to  incur debts,
                  including contingent liabilities beyond its ability to pay as
                  they mature;

            (2)   the  guarantee  and  indemnity  has  been  authorized by  the
                  assembly  of  the shareholders before the contract  had  been
                  signed as defined  in  articles  L  227-9 and L 227-10 of the
                  French Commercial Code if such an authorization  is necessary
                  according  to  article  L 225-38 and article L 223-19  French
                  Commercial Code.

      (2)   The liability of each French Guarantor  under this Section 11 shall
            not  include  any obligation which does not  present  an  economic,
            social or financial  interest  for  the  entire group, (B) shall be
            limited to funds applied by the Issuer for  the  valuable direct or
            indirect benefits of the French Guarantors; (C) shall  not  include
            any  obligation  which  is  contrary to the statutory object of the
            French Guarantor, (D) shall not  include  any  obligation  which if
            incurred would constitute the provision of financial assistance  as
            defined  by article L 225-216 of the French Commercial Code and (E)
            shall be limited at any time to the greater of:

            (1)   the  equivalent  to  Euros  of  the  funds  (plus any accrued
                  interest thereon, commissions and fees) made available to any
                  Guarantor  (other than, if applicable, the French  Guarantor)
                  to the extent  directly  or  indirectly on-lent to the French
                  Guarantor which such funds are  made available, to


                                    - 102 -
<PAGE>


                  the  extent  that  such  funds(s)  have  been on lent by such
                  Guarantor to the French Guarantor; and

            (2)   70% of the greater of:

                  (A)   the Net Asset Value of the  French Guarantor calculated
                        and certified by the statutory  auditors  of the French
                        Guarantor  on  the basis of the last audited  financial
                        statements available at the date hereof; and

                  (B)   the Net Asset Value  of the French Guarantor calculated
                        and certified by the statutory  auditors  of the French
                        Guarantor  on  the basis of the last audited  financial
                        statements available  at  the  date  on which demand is
                        made on it pursuant to this Section 11.

            For the purposes of this Section 11.03(d) "Net Asset  Value" of the
            French Guarantor means the capitaux propres (as defined  under  the
            provisions  of  French  accounting  laws,  decrees  and regulations
            consistently  applied)  of the French Guarantor.  A certificate  of
            the statutory auditors of  the French Guarantor as to the Net Asset
            Value shall be prima facie evidence  as  to  the amount to which it
            relates.

(e)   Limitations for Italian Guarantors.

      Each Holder, by its acceptance of Notes, agrees that  the  enforcement of
      the  Guarantee  given  pursuant  to  this  Section  11  by  any Guarantor
      incorporated  in  Italy  (an  "Italian  Guarantor")  shall be limited  as
      follows:  each Italian Guarantor shall not be liable for  any  amounts in
      respect  of  the guarantee and indemnity pursuant to this Article  11  in
      excess of an amount of *20,000,000.

(f)   Limitations for Spanish Guarantors.

      Each Holder, by  its  acceptance  of Notes, agrees that the Guarantee and
      any other obligations of each Guarantor incorporated in Spain (a "Spanish
      Guarantor")  assumed  under  this Indenture  and  any  security  provided
      pursuant to the terms of this  Indenture  by  a  Spanish  Guarantor shall
      neither  (i) guarantee obligations vis-{a`}-vis the Holders  pursuant  to
      the Notes  corresponding  to  any  amount  of  the  proceeds of the Notes
      received  by  the  Issuer  whenever such amount is used for  funding  the
      acquisition of such Spanish  Guarantor  and/or  the  acquisition  of  its
      dominant  company  and/or future upstream dominant companies, nor (ii) in
      any manner whatsoever  fund  the  acquisition  of  such Spanish Guarantor
      and/or  the  acquisition of its dominant company and/or  future  upstream
      dominant companies,  in both cases together with interest accrued thereon
      or other amounts owing  in  respect  thereof  under  this  Indenture,  in
      breach  of Article 81.1 of Spanish Corporation's Act ("Ley de  Sociedades
      An{o'}nimas") and related Spanish legal provisions.

SECTION 11.04 Execution and Delivery of Guarantee.

To evidence its  Guarantee  set  forth  in Section 11.01 hereof, each Guarantor
hereby  agrees  that a notation of such Guarantee  substantially  in  the  form
attached as Exhibit  E  hereto will be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the


                                    - 103 -
<PAGE>


Trustee and that this Indenture will be executed on behalf of such Guarantor by
at least one of its Officers.

Each Guarantor hereby agrees  that  its  Guarantee  set  forth in Section 11.01
hereof  will  remain in full force and effect notwithstanding  any  failure  to
endorse on each Note a notation of such Guarantee.

If an Officer whose  signature  is  on  this  Indenture  or on the Guarantee no
longer  holds  that office at the time the Trustee authenticates  the  Note  on
which a Guarantee is endorsed, the Guarantee will be valid nevertheless.

The delivery of  any  Note  by  the  Trustee,  after the authentication thereof
hereunder,  will constitute due delivery of the Guarantee  set  forth  in  this
Indenture on behalf of the Guarantors.

SECTION 11.05 Releases.

(a)   The Company  Guarantee  will  be released upon the full and final payment
      and performance of all Obligations under this Indenture and the Notes.

(b)   The Subsidiary Guarantee of a Subsidiary Guarantor will be released:

      (1)   in connection with the sale  of  all  the shares of such Subsidiary
            Guarantor  or  an  entity which owns such  shares  pursuant  to  an
            Enforcement  Action  by  the  security  agent  in  respect  of  any
            Designated  Senior  Indebtedness;   provided  that  the  applicable
            requirements set forth in the Intercreditor  Agreement are complied
            with;

      (2)   in  connection  with  any  sale  or  other disposition  of  all  or
            substantially  all  of  the  assets  of such  Subsidiary  Guarantor
            (including by way of merger or consolidation)  to  a Person that is
            not (either before or after giving effect to such transaction)  the
            Issuer,  the  Company or a Restricted Subsidiary of the Company, if
            the sale or other  disposition (and the application of the proceeds
            thereof) does not violate Section 4.10;

      (3)   in connection with any  sale  or  other  disposition  of all of the
            Capital Stock of such Subsidiary Guarantor to a Person  that is not
            (either  before  or  after  giving effect to such transaction)  the
            Issuer, the Company or a Restricted  Subsidiary  of the Company, if
            the sale or other disposition (and the application  of the proceeds
            thereof) does not violate Section 4.10;

      (4)   if  the  Company  designates  such  Subsidiary Guarantor to  be  an
            Unrestricted Subsidiary in accordance with the Section 4.21; or

      (5)   upon  legal  defeasance  or  satisfaction   and  discharge  of  the
            Indenture as provided in Article 8.

                                    - 104 -
<PAGE>

                                  ARTICLE 12

                          SATISFACTION AND DISCHARGE

SECTION 12.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of  further effect as to
all Notes issued thereunder, when:

      (1)   either:

            (1)   all Notes that have been authenticated, except  lost,  stolen
                  or  destroyed Notes that have been replaced or paid and Notes
                  for whose  payment  money  has  been  deposited  in trust and
                  thereafter repaid to the Issuer, have been delivered  to  the
                  Trustee for cancellation; or

            (2)   all  Notes  that  have  not been delivered to the Trustee for
                  cancellation have become  due  and  payable  by reason of the
                  mailing of a notice of redemption or otherwise or will become
                  due   and  payable  within  one  year  and  the  Issuer   has
                  irrevocably  deposited  or  caused  to  be deposited with the
                  Trustee as trust funds in trust solely for the benefit of the
                  holders   cash  in  euro  or  euro-denominated   non-callable
                  Government  Securities,  or  any  combination thereof in such
                  amounts  as  will  be  sufficient,  through  the  payment  of
                  interest  thereon  and  principal  in  respect   thereof   in
                  accordance  with their terms will provide, in such amounts as
                  will be sufficient  without consideration of any reinvestment
                  of interest, to pay and  discharge  the  entire  Indebtedness
                  including  principal,  interest and premium, if any,  to  the
                  date of maturity or redemption  on such Notes not theretofore
                  delivered to the Trustee for cancellation;

      (2)   no Default or Event of Default has occurred  and  is  continuing on
            the date of the deposit (other than a Default or Event  of  Default
            resulting  from  the  borrowing  of  funds  to  be  applied to such
            deposit) and the deposit will not result in a breach  or  violation
            of, or constitute a default under, any other material instrument to
            which the Issuer or any Guarantor is a party or by which the Issuer
            or any Guarantor is bound;

      (3)   the Issuer or any Guarantor has paid or caused to be paid all other
            sums payable by it under this Indenture; and

      (4)   the  Issuer  has  delivered irrevocable instructions to the Trustee
            under this Indenture  to  apply  the  deposited  money  toward  the
            payment  of the Notes at maturity or on the redemption date, as the
            case may be.

In addition, the Issuer must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee  stating  that  all conditions precedent to satisfaction
and discharge have been satisfied.

Notwithstanding the satisfaction and discharge  of this Indenture, if money has
been deposited with the Trustee pursuant to subclause (b) of clause (1) of this
Section 12.01, the provisions of Sections 12.02 and  8.06  hereof will survive.
In  addition, nothing in this Section 12.01 will be deemed to  discharge  those
provisions   of  Section  7.07  hereof,  that,  by  their  terms,  survive  the
satisfaction and discharge of this Indenture.

                                    - 105 -
<PAGE>

SECTION 12.02 Application of Trust Money.

Subject to the  provisions of Section 8.06 hereof, all money deposited with the
Trustee pursuant  to Section 12.01 hereof shall be held in trust and applied by
it, in accordance with  the  provisions of the Notes and this Indenture, to the
payment, either directly or through  any  Paying  Agent  (including the Company
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 for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

If  the  Trustee  or  Paying  Agent  is unable to apply any money or Government
Securities in accordance with Section  12.01  hereof  by  reason  of  any legal
proceeding  or  by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuer's and any  Guarantor's  obligations  under  this Indenture and the Notes
shall be revived and reinstated as though no deposit  had  occurred pursuant to
Section  12.01  hereof;  provided  that if the Issuer has made any  payment  of
principal  of,  premium, if any, or interest  on,  any  Notes  because  of  the
reinstatement of  its obligations, the Issuer shall be subrogated to the rights
of the Holders of such  Notes  to  receive  such  payment  from  the  money  or
Government Securities held by the Trustee or Paying Agent.

                                  ARTICLE 13

                                 MISCELLANEOUS

SECTION 13.01 Notices.

Any  notice or communication by the Issuer, any Guarantor or the Trustee to the
others  is  duly  given if in writing and delivered in Person or by first class
mail  (registered  or   certified,   return   receipt   requested),   facsimile
transmission  or  overnight air courier guaranteeing next day delivery, to  the
others' address:

      If to the Issuer and/or any Guarantor:



      SGL CARBON Aktiengesellschaft

      Rheingaustrasse 182

      D-65203 Wiesbaden

      Germany

      Facsimile No.:  +49 611 6029 231

      Attention:  Office of the General Counsel

      With a copy to:



      Shearman & Sterling LLP

      Westend-Carree

      Gervinusstrasse 17

      D-60322 Frankfurt am Main

      Germany

      Facsimile No.:  +49 69 9711 1100

      Attention:  Stephan Hutter

                                    - 106 -
<PAGE>

      If to the Trustee or the Security Agent:



      The Bank of New York

      One Canada Square

      48th Floor

      London E14 5AL

      England

      Facsimile No.:  +44 207 964 6399

      Attention:  Corporate Trust Administration

The Issuer, any Guarantor  or  the  Trustee,  by  notice  to  the  others,  may
designate   additional   or  different  addresses  for  subsequent  notices  or
communications.

Except as otherwise provided  herein, notice regarding the Notes will be (1) if
Global Notes are outstanding, published  in leading newspapers having a general
circulation in London and New York (which  is  expected  to  be The Wall Street
Journal  and The Wall Street Journal European Edition) or (2) in  the  case  of
Definitive  Registered  Notes,  mailed  to holders by first-class mail at their
respective addresses as they appear on the registration books of the Registrar.
In addition to the foregoing, all notices will, if and so long as the Notes are
listed on the Luxembourg Stock Exchange and  the  rules  of  such  exchange  so
require,   published  in  a  daily  newspaper  having  general  circulation  in
Luxembourg (which is expected to be the Luxemburger Wort) or, if in the opinion
of the Trustee  such  publication  is  not  practicable, in an English language
newspaper having general circulation in Europe.   If  and  so long as the Notes
are listed on any other securities or investment exchange, notices will also be
given  in  accordance  with any applicable requirements of such  securities  or
investment exchange.  If and for so long as any Notes are represented by one or
more Global Notes and ownership  of  Book-Entry  Interests therein are shown on
the  records  of Euroclear and Clearstream Banking or  any  successor  clearing
agency appointed  by  the  Trustee  at the request of the Company, notices will
also be delivered to each such clearing  agency for communication to the owners
of such Book-Entry Interests.  Notices given  by  publication  will  be  deemed
given  on  the  first  date  on  which publication is made and notices given by
first-class mail, postage prepaid,  will  be  deemed  given  five calendar days
after mailing.

All  notices  and  communications  (other than those sent to Holders)  will  be
deemed to have been duly given: at the  time  delivered  by hand, if personally
delivered;  five  Business  Days  after  being deposited in the  mail,  postage
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and
the  next  Business  Day after timely delivery  to  the  courier,  if  sent  by
overnight air courier guaranteeing next day delivery.

Any notice or communication  to  a  Holder  will be mailed by first class mail,
certified or registered, return receipt requested,  or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar.  Failure to mail a notice or communication to a Holder or any defect
in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner  provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.

If  the Issuer or the Company mails a notice or communication  to  Holders,  it
will  mail a copy to the Trustee, the Security Agent and each Agent at the same
time.

                                    - 107 -
<PAGE>

SECTION 13.02 Certificate and Opinion as to Conditions Precedent.

Upon any  request  or  application by the Issuer to the Trustee or the Security
Agent to take any action  under this Indenture, the Issuer shall furnish to the
Trustee or the Security Agent:

      (1)   an  Officers'  Certificate   in   form   and  substance  reasonably
            satisfactory  to  the  Trustee or the Security  Agent  (which  must
            include the statements set  forth  in Section 13.03 hereof) stating
            that, in the opinion of the signers,  all  conditions precedent and
            covenants, if any, provided for in this Indenture  relating  to the
            proposed action have been satisfied; and

      (2)   an Opinion of Counsel in form and substance reasonably satisfactory
            to  the  Trustee  or  the  Security  Agent  (which must include the
            statements set forth in Section 13.03 hereof)  stating that, in the
            opinion  of  such  counsel,  all  such  conditions  precedent   and
            covenants have been satisfied.

SECTION 13.03 Statements Required in Certificate or Opinion.

Each  certificate  or  opinion  with  respect to compliance with a condition or
covenant provided for in this Indenture must include:

      (1)   a statement that the Person  making such certificate or opinion has
            read such covenant or condition;

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

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

      (4)   a statement as to whether or not, in the opinion  of  such  Person,
            such condition or covenant has been satisfied.

SECTION 13.04 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.
The  Registrar  or Paying Agent or the Security Agent may make reasonable rules
and set reasonable requirements for its functions.

SECTION 13.05 No Personal Liability of Directors, Officers, Employees and
Stockholders.

No director, officer,  employee, incorporator or stockholder of the Issuer, the
Company or any Subsidiary  Guarantor,  as such, will have any liability for any
obligations of the Issuer, the Company or  any  Subsidiary  Guarantor under the
Notes,  this Indenture, the Guarantees, the Share Pledges or the  Funding  Loan
Pledge or  for  any  claim  based  on,  in  respect  of,  or by reason of, such
obligations or their creation.  Each Holder of Notes by accepting a note waives
and  releases  all  such  liability.  The waiver and release are  part  of  the
consideration for issuance of the Notes.

                                    - 108 -
<PAGE>

SECTION 13.06 Judgment Currency.

The Issuer and each Guarantor,  jointly  and severally, will agree to indemnify
the holders against any loss incurred, as incurred, as a result of any judgment
or  award  in  connection  with the Notes, Indenture,  the  Guarantees  or  the
Security Documents being expressed  in  a  currency  (the  "Judgment Currency")
other than euros and as a result of any variation as between  (i) the spot rate
of exchange used to calculate the Judgment Currency in which such  judgment  or
award  is  paid,  and  (ii)  the spot rate of exchange at which the indemnified
party converts or could have converted  such  Judgment Currency at the earliest
practicable time after such judgment or award is  rendered  and  becomes final.
The  foregoing  will  constitute a separate and independent obligation  of  the
Issuer  and  each  Guarantor   will   continue   in   full   force  and  effect
notwithstanding any such judgment or order.  The term "spot rate  of  exchange"
includes  any  premiums  and  costs of exchange payable in connection with  the
purchase of, or conversion into, the relevant currency.

SECTION 13.07 Prescription.

Claims against the Issuer and the  Guarantors  for  the payment of principal on
the Notes will be prescribed ten years after the applicable  due  date  for the
payment  thereof.  Claims against the Issuer and the Guarantors for the payment
of Interest or Additional Amounts, if any, on the Notes will be prescribed five
years after the applicable due date for payment of interest.

SECTION 13.08 Governing Law.

THE INTERNAL  LAW  OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE
THIS  INDENTURE,  THE  NOTES  AND  THE  GUARANTEES  WITHOUT  GIVING  EFFECT  TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 13.09 Consent to Jurisdiction.

ALL JUDICIAL PROCEEDINGS  BROUGHT  AGAINST THE PARTIES HERETO ARISING OUT OF OR
RELATING  TO  THIS  INDENTURE  OR ARISING  UNDER  THE  U.S.  FEDERAL  OR  STATE
SECURITIES LAWS AND ARISING OUT  OF,  RELATED TO OR BASED UPON THE TRANSACTIONS
CONTEMPLATED BY THIS INDENTURE, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH OF  THE  PARTIES  HERETO, FOR ITSELF AND IN
CONNECTION   WITH   ITS   PROPERTIES,   IRREVOCABLY   ACCEPTS   GENERALLY   AND
UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;  WAIVES
ANY DEFENSE OF FORUM NON CONVENIENS;  AGREES THAT SERVICE OF ALL PROCESS IN ANY
SUCH  PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,
RETURN  RECEIPT  REQUESTED,  TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 14.02;  AND  AGREES  THAT SUCH SERVICE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER THE APPLICABLE  PARTY  IN ANY SUCH PROCEEDING
IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND  BINDING  SERVICE IN
EVERY RESPECT.

                                    - 109 -
<PAGE>

SECTION 13.10     Service of Process in New York.

The  parties (other than the Trustee and the Security Agent) hereby acknowledge
and agree  that  each  of  them  has, by separate letter agreement, irrevocably
appointed CT Corporation, as its authorized  agent  upon  which  process may be
served  in  any  suit  or  proceeding  against the Borrower arising out  of  or
relating  to  this  Indenture  or  arising under  the  U.S.  federal  or  state
securities laws and arising out of,  related  to or based upon the transactions
contemplated by this Indenture, and agree that  service  of  process  upon such
agent,  and  written notice of said service to them, by the person serving  the
same to the address  provided above, shall be deemed in every respect effective
service of process upon either of them in any such suit or proceeding.  Each of
the Parties hereto agree  to  take  any  and  all action as may be necessary to
maintain the designation and appointment of an  agent  in full force and effect
until February 1, 2012 (or earlier, if the Notes is prepaid in full).

SECTION 13.11     Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE  RIGHTS  TO  A
JURY  TRIAL  OF  ANY  CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER.
THE SCOPE OF THIS WAIVER  IS  INTENDED  TO  BE  ALL-ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT  RELATE  TO THE SUBJECT MATTER
OF  THIS  INDENTURE,  INCLUDING CONTRACT CLAIMS, TORT CLAIMS,  BREACH  OF  DUTY
CLAIMS AND ALL OTHER COMMON  LAW  AND  STATUTORY  CLAIMS.   EACH  PARTY  HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT,  AND  THAT  EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED
FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS
REVIEWED  THIS  WAIVER WITH  ITS  LEGAL  COUNSEL  AND  THAT  IT  KNOWINGLY  AND
VOLUNTARILY WAIVES  ITS  JURY  TRIAL  RIGHTS  FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.   THIS WAIVER IS IRREVOCABLE, MEANING THAT  IT  MAY  NOT  BE  MODIFIED
EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO  THIS  SECTION 13.11  AND EXECUTED BY EACH OF THE PARTIES HERETO),
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS HERETO.  IN THE EVENT  OF  LITIGATION,  THIS  INDENTURE MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SECTION 13.12      No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture,  loan  or debt
agreement of the Company or its Subsidiaries or of any other Person.  Any  such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.13     Successors.

All  agreements  of  the  Company in this Indenture and the Notes will bind its
successors.  All agreements  of  the  Trustee  in  this Indenture will bind its
successors.  All agreements of each Guarantor in this  Indenture  will bind its
successors, except as otherwise provided herein.

                                    - 110 -
<PAGE>

SECTION 13.14     Severability.

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

SECTION 13.15     Counterpart Originals.

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

SECTION 13.16     Table of Contents, Headings, etc.

The  Table  of  Contents  and  Headings  of  the  Articles and Sections of this
Indenture have been inserted for convenience of reference  only,  are not to be
considered  a part of this Indenture and will in no way modify or restrict  any
of the terms or provisions hereof.

                        (Signatures on following page)









                                    - 111 -
<PAGE>




                                  SIGNATURES


Dated as of February 9, 2004
                                    SGL CARBON LUXEMBOURG S.A.





                                    By:________________________________________
                                    Name:
                                    Title:

                                    SGL CARBON AKTIENGESELLSCHAFT


                                    By:________________________________________
                                    Name:
                                    Title:

                                    By:________________________________________
                                    Name:
                                    Title:

                                    SGL CARBON S.A.


                                    By:________________________________________
                                    Name:
                                    Title:

                                    SGL CARBON LLC


                                    By:________________________________________
                                    Name:
                                    Title:



                                    SGL CARBON GMBH


                                    By:________________________________________
                                    Name:
                                    Title:

                                    By:________________________________________
                                    Name:
                                    Title:




                                    - 112 -
<PAGE>




                                    SGL TECHNIC INC.


                                    By:________________________________________
                                    Name:
                                    Title:

                                    SGL ACOTEC GMBH


                                    By:________________________________________
                                    Name:
                                    Title:

                                    By:________________________________________
                                    Name:
                                    Title:

                                    SGL CARBON GMBH & CO.


                                    By:________________________________________
                                    Name:
                                    Title:

                                    SGL ACOTEC S.A.S.


                                    By:________________________________________
                                    Name:
                                    Title:

                                    SGL CARBON S.P.A.


                                    By:________________________________________
                                    Name:
                                    Title:






                                    - 113 -
<PAGE>



                                    THE BANK OF NEW YORK
                                    as Trustee


                                    By:________________________________________
                                    Name:
                                    Title:

                                    THE BANK OF NEW YORK
                                    as Security Agent


                                    By:________________________________________
                                    Name:
                                    Title:








                                    - 114 -
<PAGE>



                                                                      EXHIBIT A
                              FORM OF GLOBAL NOTE


                                [FACE OF NOTE]

[Insert 144A Legend or Regulation S Legend, if applicable pursuant to the
provisions of the Indenture]

[Insert Dutch Legend]

THIS GLOBAL NOTE  IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE  (THE  "INDENTURE"))  OR  ITS  NOMINEE  IN  CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE  TO ANY PERSON
UNDER  ANY  CIRCUMSTANCES EXCEPT THAT (I) THIS GLOBAL NOTE MAY BE EXCHANGED  IN
WHOLE BUT NOT  IN  PART  PURSUANT  TO SECTION 2.06(a) OF THE INDENTURE AND (II)
THIS GLOBAL NOTE MAY BE DELIVERED IN  ACCORDANCE  WITH  SECTION  2.06(I) OF THE
INDENTURE  TO  THE REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.11  OF  THE
INDENTURE.

                          SGL CARBON LUXEMBOURG S.A.

                           8.5% SENIOR NOTE DUE 2012
                                 GUARANTEED BY
                         SGL CARBON AKTIENGESELLSCHAFT
                   AND THE SUBSIDIARY GUARANTORS (AS DEFINED
                               IN THE INDENTURE)

<TABLE>
<CAPTION>
       Common Code:      ________
<S>     <C>          <C>          <C>
       ISIN:             ________

No.  G-            [e]   ________

       Issue Date:       ________
</TABLE>

SGL CARBON Luxembourg S.A., a soci{e'}t{e'} anonyme incorporated under the laws
of the Grand Duchy  of  Luxembourg (the "ISSUER"), for value received, promises
to pay to ______________________  or  registered  assigns, the principal sum of
________________________ euro ([e]_______) on February 1, 2012.

Regular Interest Payment Dates:     February 1 and August 1

Regular Record Dates:               January 15 and July 15

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



                                      A-1

<PAGE>


IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by
facsimile by the duly authorized officers referred to below.



Dated: _______________

                                     SGL CARBON LUXEMBOURG S.A.,
                                     as Issuer


                                    By:________________________________________
                                    Name:
                                    Title:

                                    By:________________________________________
                                    Name:
                                    Title:








                                     A-2
<PAGE>





                    (Form of Certificate of Authentication)

This is one of the 8.5% Senior Notes due 2012 described in the within-mentioned
Indenture.



Dated: _______________
                                    THE BANK OF NEW YORK,
                                    as Trustee


                                    By:________________________________________
                                           (Authorized Signatory)







                                     A-3
<PAGE>





                            [REVERSE SIDE OF NOTE]

                          SGL CARBON Luxembourg S.A.

                           8.5% SENIOR NOTE DUE 2012
                                 GUARANTEED BY
                         SGL CARBON AKTIENGESELLSCHAFT
                         AND THE SUBSIDIARY GUARANTORS

Capitalized  terms  used  herein  have  the  meanings  assigned  to them in the
Indenture referred to below unless otherwise indicated.

(1)   INTEREST.    SGL   CARBON   Luxembourg   S.A.,  a  soci{e'}t{e'}  anonyme
      incorporated  under  the  laws  of  the Grand Duchy  of  Luxembourg  (the
      "Issuer"), promises to pay interest on  the principal amount of this Note
      at 8.5% per annum from ________________, 20__ until maturity.  The Issuer
      will pay interest semi-annually in arrears  on February 1 and August 1 of
      each  year,  or  if  any  such day is not a Business  Day,  on  the  next
      succeeding  Business  Day (each,  a  "Regular  Interest  Payment  Date").
      Interest on the Notes will  accrue  from  the  most  recent date to which
      interest has been paid or, if no interest has been paid, from the date of
      issuance; provided that if there is no existing Default in the payment of
      interest,  and  if  this  Note  is  authenticated between a  record  date
      referred to on the face hereof and the  next  succeeding Regular Interest
      Payment  Date,  interest shall accrue from such next  succeeding  Regular
      Interest Payment  Date;  provided further that the first Regular Interest
      Payment  Date  shall  be _______________,  20__.   The  Issuer  will  pay
      interest (including post-petition  interest  in  any proceeding under any
      Bankruptcy Law) on overdue principal and premium,  if  any,  from time to
      time on demand at a rate that is 1% per annum in excess of the  rate then
      in  effect  to  the  extent  lawful;  it  will  pay  interest  (including
      post-petition  interest  in  any proceeding under any Bankruptcy Law)  on
      overdue installments of interest  (without regard to any applicable grace
      periods) from time to time on demand  at  the  same  rate  to  the extent
      lawful.   Interest  will  be  computed on the basis of a 360-day year  of
      twelve 30-day months.

(2)   METHOD OF PAYMENT.  Interest payable on this Note, and punctually paid or
      duly provided for, on any Regular  Interest  Payment Date will be paid to
      the person in whose name this Note is registered at the close of business
      on the Regular Record Date referred to on the  face of this Note (whether
      or not a Business Day) next preceding such Regular Interest Payment Date.
      Any such interest not so punctually paid or duly  provided  for,  and any
      interest payable on such defaulted interest (to the extent lawful),  will
      forthwith  cease  to be payable to the Holder on such Regular Record Date
      and shall be paid to  the person in whose name this Note is registered at
      the close of business on  a  special  record date for the payment of such
      defaulted interest to be fixed by the Issuer,  notice  of  which shall be
      given to Holders not less than 15 days prior to such special record date.
      Payment  of  the  principal  and  premium on this Note will be made  upon
      presentation of this Note at the offices of the Trustee.

(3)   PAYING AGENT AND REGISTRAR.  Initially, The Bank of New York, the Trustee
      under the Indenture, will act as Paying  Agent and Registrar.  The Issuer
      may change any Paying Agent or Registrar without  notice  to  any Holder.
      The Issuer or any of its Subsidiaries may act in any such capacity.

                                     A-4
<PAGE>

(4)   INDENTURE AND SECURITY DOCUMENTS.  The Issuer issued the Notes  under  an
      Indenture  dated  as  of  February  9,  2004  (the "Indenture") among the
      Issuer, Company, the Subsidiary Guarantors, the  Trustee and the Security
      Agent.  The terms of the Notes include those stated  in the Indenture and
      those made part of the Indenture by reference to the TIA.   The Notes are
      subject to all such terms, and Holders are referred to the Indenture  and
      such  Act  for a statement of such terms.  To the extent any provision of
      this Note conflicts  with  the  express  provisions of the Indenture, the
      provisions  of  the  Indenture  shall  govern and  be  controlling.   The
      Indenture does not limit the aggregate principal amount of Notes that may
      be issued thereunder.

      The Notes and the Guarantees are secured  obligations  of  the Issuer and
      the  Guarantees.   The  security  for  the Guarantees is subject  to  the
      Intercreditor Agreement and the Security Trust Agreement.  Each Holder by
      its acceptance of Notes acknowledges and  agrees  to  the  terms  of  the
      Intercreditor Agreement and the Security Trust Agreement.

(5)   OPTIONAL REDEMPTION.

      (a)   Except  as  set  forth in subparagraph (b) of this Paragraph 5, the
            Issuer will not have  the  option  to  redeem  the  Notes  prior to
            February  1,  2008.  On or after February 1, 2008, the Issuer  will
            have the option  to redeem all or a part of the Notes upon not less
            than 30 nor more than  60  days'  notice,  at the redemption prices
            (expressed as percentages of principal amount) set forth below plus
            accrued  and  unpaid  interest,  on  the  Notes  redeemed   to  the
            applicable  redemption  date,  if  redeemed during the twelve-month
            period  beginning  on  February 1, of the  years  indicated  below,
            subject to the rights of  Holders  on  the  relevant record date to
            receive interest on the relevant Regular Interest Payment Date:

<TABLE>
<CAPTION>
Year                                                    Percentage
<S>                                                      <C>
            2008....................................................    104.250%
            2009....................................................    102.833%
            2010....................................................    101.416%
            2011 and thereafter.....................................    100.000%
</TABLE>
            Unless the Issuer defaults in the payment of  the redemption price,
            interest  will  cease  to  accrue on the Notes or portions  thereof
            called for redemption on the applicable redemption date.

      (b)   Notwithstanding  the  provisions   of   subparagraph  (a)  of  this
            Paragraph 5, at any time prior to February  1, 2007, the Issuer may
            on  any  one or more occasions redeem up to 35%  of  the  aggregate
            principal  amount  of Notes issued under the Indenture with the net
            cash proceeds of one of more Public Equity Offerings of the Company
            at a redemption price  equal  to  108.500%  of the principal amount
            thereof, plus accrued and unpaid interest to  the  redemption date;
            provided  that  at least 65% in aggregate principal amount  of  the
            Notes originally  issued  under the Indenture (excluding Notes held
            by   the   Company  and  its  Subsidiaries)   remains   outstanding
            immediately  after  the  occurrence of such redemption of Notes and
            that such redemption occurs  within  60  days  of  the  date of the
            closing of such Public Equity Offering.

                                     A-5
<PAGE>

(6)   MANDATORY  REDEMPTION.   The  Issuer is not be required to make mandatory
      redemption or sinking fund payments with respect to the Notes.

(7)   REDEMPTION FOR CHANGES IN WITHHOLDING  TAX.   The  Issuer  may redeem the
      Notes,  in  whole  but  not  in part, at its discretion at any time  upon
      giving not less than 30 nor more  than  60  days'  prior  notice  to  the
      Holders (which notice will be irrevocable and given in accordance Section
      14.02  of  the  Indenture),  at a redemption price equal to the principal
      amount thereof, together with  accrued  and  unpaid interest, to the date
      fixed  by  the Issuer for redemption (a "Tax Redemption  Date")  and  all
      Additional Amounts (if any) then due and which will become due on the Tax
      Redemption Date  as  a  result of the redemption or otherwise (and in the
      case of Definitive Registered  Notes,  subject to the right of holders on
      the relevant record date to receive interest  due on the relevant Regular
      Interest  Payment  Date  and  Additional  Amounts  (if  any)  in  respect
      thereof),  if on the next date on which any amount would  be  payable  in
      respect of the  Notes,  the  Issuer  or  successor entity has or would be
      required to pay Additional Amounts, and the  Issuer  or  successor entity
      cannot  avoid  any  such  payment  obligation taking reasonable  measures
      available, as a result of:

      (1)   any  change in, or amendment to,  the  laws  or  treaties  (or  any
            regulations,  or  rulings  promulgated  thereunder) of the Relevant
            Taxing Jurisdiction affecting taxation after  the  date hereof (or,
            if  the  Relevant  Taxing Jurisdiction has changed since  the  date
            hereof,  the  date  on  which  the  then  current  Relevant  Taxing
            Jurisdiction became the  applicable  Relevant  Taxing Jurisdiction)
            under the Indenture; or

      (2)   any change in, or amendment to, the existing official  position  or
            the introduction of an official position regarding the application,
            administration   or   interpretation   of   such   laws,  treaties,
            regulations or rulings (including a holding, judgment or order by a
            court of competent jurisdiction or a change in published practice),
            after the date hereof (or, if the Relevant Taxing Jurisdiction  has
            changed  since  the date hereof, the date on which the then current
            Relevant Taxing Jurisdiction  became the applicable Relevant Taxing
            Jurisdiction under the Indenture).

      The  Issuer  or  successor  entity  will not  give  any  such  notice  of
      redemption earlier than 90 days prior  to  the earliest date on which the
      Issuer  would  be  obligated to make such payment  or  withholding  if  a
      payment in respect of  the  Notes  were  then  due.   Notwithstanding the
      foregoing,  the Issuer may not redeem the Notes under this  provision  if
      the Relevant  Taxing  Jurisdiction  changes  under  the Indenture and the
      Issuer is obligated to pay any Additional Amounts as a result of a change
      in,  or  an  amendment  to, the laws or treaties (or any  regulations  or
      rulings promulgated thereunder),  or  any  change in or amendment to, any
      official   position   regarding   the  application,   administration   or
      interpretation of such laws, treaties,  regulations or rules, of the then
      current Relevant Taxing Jurisdiction which,  at  the  time  such Relevant
      Taxing  Jurisdiction  became  the applicable Relevant Taxing Jurisdiction
      under the Indenture, was publicly  announced as formally proposed.  Prior
      to  the  publication  or,  where  relevant,  mailing  of  any  notice  of
      redemption  of  the Notes pursuant to  the  foregoing,  the  Issuer  will
      deliver the Trustee  an Opinion of Counsel, the choice of such counsel to
      be subject to the prior  written  approval  of the Trustee (such approval
      not  to  be  unreasonably  withheld) to the effect  that  the  Issuer  or
      successor entity cannot avoid  any  obligation  to pay Additional Amounts
      taking reasonable measures available and there has  been  such  change or
      amendment  which would entitle the Issuer successor entity to redeem  the
      Notes hereunder.   For  the

                                     A-6
<PAGE>




      avoidance of doubt,  the Issuer or successor entity shall not be entitled
      to redeem the Notes as a  consequence  of the  adoption  of the  European
      Council  Directive  2003/48/EC or any other  Directive  implementing  the
      conclusions of the ECOFIN  Council  meeting of 26-27 November 2000 on the
      taxation of savings income or any law  implementing or complying with, or
      introduced in order to conform to, such Directive.

(8)   REPURCHASE AT THE OPTION OF HOLDER.

      (A)   If  there  is  a Change of Control, the Issuer will be required  to
            make an offer (a  "Change  of  Control  Offer")  to each  Holder to
            repurchase  all or any  part  (equal  to  [e]1,000  or an  integral
            multiple of [e]1,000) of each Holder's Notes at a purchase price in
            cash equal to 101% of the aggregate  principal  amount thereof plus
            accrued  and  unpaid  interest  thereon  to the  date of  purchase,
            subject to the rights of Holders  on the  relevant  record  date to
            receive  interest due on the relevant Regular Interest Payment Date
            (the "Change of Control  Payment").  Within 30 days  following  any
            Change of  Control,  the Issuer  will mail a notice to each  Holder
            setting forth the procedures  governing the Change of Control Offer
            as required by the Indenture.

      (B)   If  the  Company   or   a  Restricted  Subsidiary  of  the  Company
            consummates any Asset Sales, within five days of each date on which
            the aggregate amount of Excess  Proceeds exceeds e10.0 million, the
            Issuer will commence an offer to  all  Holders  of  Notes  and  all
            holders  of  other  Indebtedness  that is pari passu with the Notes
            containing provisions similar to those  set  forth in the Indenture
            with respect to offers to purchase or redeem with  the  proceeds of
            sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of
            the Indenture to purchase the maximum principal amount of Notes and
            such other pari passu Indebtedness that may be purchased out of the
            Excess  Proceeds  at  an offer price in cash in an amount equal  to
            100%  of  the principal amount  thereof  plus  accrued  and  unpaid
            interest thereon  to  the  date of purchase, in accordance with the
            procedures set forth in the  Indenture.   To  the  extent  that the
            aggregate  amount  of  Notes  and  other  pari  passu  Indebtedness
            tendered  pursuant  to an Asset Sale Offer is less than the  Excess
            Proceeds, the Company  (or such Restricted Subsidiary) may use such
            deficiency  for  any  purpose   not  otherwise  prohibited  by  the
            Indenture.  If the aggregate principal  amount  of  Notes and other
            pari passu Indebtedness tendered into such Asset Sale Offer exceeds
            the amount of Excess Proceeds, the Trustee shall select  the  Notes
            and  such  other  pari  passu Indebtedness to be purchased on a pro
            rata basis.  Holders of Notes  that  are the subject of an offer to
            purchase will receive an Asset Sale Offer from the Company prior to
            any  related  purchase  date  and  may elect  to  have  such  Notes
            purchased  by completing the form entitled  "Option  of  Holder  to
            Elect Purchase" attached hereto.

(9)   NOTICE OF REDEMPTION.   Notice  of  redemption will be mailed at least 30
      days but not more than 60 days before the redemption  date to each Holder
      whose  Notes are to be redeemed at its  registered  address,  except that
      redemption  notices may be mailed more than 60 days prior to a redemption
      date if the notice is issued in connection with a defeasance of the Notes
      or a satisfaction or discharge of the Indenture.  Notes in  denominations
      larger than [e]1,000 may be redeemed in part but only in whole  multiples
      of [e]1,000, unless all of the Notes held by a Holder are to be redeemed.

                                     A-7
<PAGE>

(10)  DENOMINATIONS, TRANSFER,  EXCHANGE.   The  Notes  are  in registered form
      without  coupons  in  denominations of e1,000 and integral  multiples  of
      *1,000.  The transfer of  Notes  may  be  registered  and  Notes  may  be
      exchanged  as  provided  in the Indenture.  The Registrar and the Trustee
      may  require  a  Holder,  among  other  things,  to  furnish  appropriate
      endorsements and transfer documents  and  the Issuer may require a Holder
      to pay any taxes and fees required by law or  permitted by the Indenture.
      The  Issuer need not exchange or register the transfer  of  any  Note  or
      portion  of  a  Note  selected  for redemption, except for the unredeemed
      portion of any Note being redeemed  in  part.   Also, the Issuer need not
      exchange or register the transfer of any Notes for  a  period  of 15 days
      before a selection of Notes to be redeemed or during the period between a
      record date and the corresponding Regular Interest Payment Date.

(11)  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as
      its owner for all purposes.

(12)  AMENDMENT,  SUPPLEMENT  AND  WAIVER.  Subject to certain exceptions,  the
      Indenture or the Notes or the  Guarantees  may be amended or supplemented
      with  the  consent of the Holders of at least  a  majority  in  aggregate
      principal amount  of  the  then  outstanding  Notes  including Additional
      Notes,  if  any,  voting as a single class, and any existing  Default  or
      Event or Default or compliance with any provision of the Indenture or the
      Notes or the Guarantees  may be waived with the consent of the Holders of
      a majority in aggregate principal  amount  of  the then outstanding Notes
      including Additional Notes, if any, voting as a  single  class.   Without
      the  consent  of any Holder of a Note, the Indenture or the Notes or  the
      Guarantees may  be  amended or supplemented to cure any ambiguity, defect
      or inconsistency, to  provide  for uncertificated Notes in addition to or
      in place of certificated Notes,  to  provide  for  the  assumption of the
      Company's  or  a  Guarantor's  obligations  to Holders of the  Notes  and
      Guarantees in case of a merger or consolidation,  to make any change that
      would provide any additional rights or benefits to  the  Holders  of  the
      Notes  or  that  does  not  adversely  affect  the legal rights under the
      Indenture of any such Holder, to comply with the  requirements of the SEC
      in order to effect or maintain the qualification of  the  Indenture under
      the TIA, to conform the text of the Indenture, the Security  Documents or
      the  Notes to any provision of the "Description of the Notes" section  of
      the Issuer's  Offering  Circular  dated January 27, 2004, relating to the
      initial offering of the Notes, to the  extent that such provision in that
      "Description of the Notes" was intended  to be a verbatim recitation of a
      provision of the Indenture, the Guarantees, the Security Documents or the
      Notes; to provide for the issuance of Additional Notes in accordance with
      the limitations set forth in the Indenture,  or to allow any Guarantor to
      execute a supplemental indenture to the Indenture and/or a Guarantee with
      respect to the Notes.

(13)  DEFAULTS AND REMEDIES.  Events of Default include:   (i)  default  for 30
      days  in  the payment when due of interest on the Notes, (ii) default  in
      the payment  when  due (at maturity, upon redemption or otherwise) of the
      principal of, or premium,  if  any,  on,  the Notes, (iii) failure by the
      Issuer, the Company or any of its Restricted  Subsidiaries to comply with
      Section 4.10, 4.15 or 5.01 of the Indenture; (iv)  failure by the Issuer,
      the  Company  or  any of its Restricted Subsidiaries for  60  days  after
      notice to the Company  by  the  Trustee or the Holders of at least 25% in
      aggregate principal amount of the  Notes,  then  outstanding  voting as a
      single class to comply with any of the other agreements in the Indenture,
      the  Share  Pledges  of  the  Funding  Loan Pledge or, to the extent  the
      Convertible Bonds remain outstanding, the  Intercreditor  Agreement  (but
      only with respect of defaults to, caused by, or arising in respect of the
      Convertible  Bonds);  (v)



                                     A-8
<PAGE>


      default under certain other  agreements  relating to  Indebtedness of the
      Company which default results in the  acceleration  of such  Indebtedness
      prior to its express  maturity;  (vi)  certain  final  judgments  for the
      payment of money that remain  undischarged for a period of 60 days; (vii)
      certain  events of bankruptcy  or insolvency  with respect to the Issuer,
      the Company or any of its Restricted  Subsidiaries  that is a Significant
      Subsidiary or any group of Restricted  Subsidiaries that, taken together,
      would  constitute  a  Significant  Subsidiary;  and (viii)  the  security
      interest under any of the Share Pledges or the Funding Loan Pledge shall,
      at any time, other than in accordance with its terms, cease to be in full
      force and effect for any reason  other than the  satisfaction  in full of
      all obligations under the Indenture and discharge of the Indenture or any
      security  interest created hereunder or under any of the Share Pledges or
      Funding Loan Pledge  shall be declared  invalid or  unenforceable  or the
      Company,  the Issuer or any Affiliate of the Company shall assert, in any
      pleading in any court of competent  jurisdiction  that any such  security
      interest is invalid or unenforceable.  If any Event of Default occurs and
      is  continuing,  the Trustee or the Holders of at least 25% in  aggregate
      principal amount of the then outstanding  Notes may declare all the Notes
      to be due and payable immediately.  Notwithstanding the foregoing, in the
      case of an Event of Default  arising from certain events of bankruptcy or
      insolvency, all outstanding Notes will become due and payable immediately
      without  further action or notice.  Holders may not enforce the Indenture
      or the Notes  except as  provided  in the  Indenture.  Subject to certain
      limitations,  Holders of a majority in aggregate  principal amount of the
      then  outstanding  Notes may direct the  Trustee in its  exercise  of any
      trust or power. The Trustee may withhold from Holders of the Notes notice
      of any continuing  Default or Event of Default (except a Default or Event
      of Default  relating to the payment of  principal or interest or premium,
      if any,) if it determines that  withholding  notice is in their interest.
      The  Holders  of a majority  in  aggregate  principal  amount of the then
      outstanding  Notes by notice to the Trustee may, on behalf of the Holders
      of all of the  Notes,  rescind  an  acceleration  or waive  any  existing
      Default  or Event of Default  and its  consequences  under the  Indenture
      except a  continuing  Default  or  Event of  Default  in the  payment  of
      interest or premium,  if any,  on, or the  principal  of, the Notes.  The
      Issuer is  required  to  deliver  to the  Trustee  annually  a  statement
      regarding compliance with the Indenture, and the Issuer is required, upon
      becoming  aware of any  Default  or Event of  Default,  to deliver to the
      Trustee a statement specifying such Default or Event of Default.

(14)  SUBORDINATION.   Payment  of  principal, interest and premium, if any, on
      the  Guarantees  is  subordinated   to   the   prior  payment  of  Senior
      Indebtedness on the terms provided in the Indenture and the Intercreditor
      Agreement.   Each  Holder  by  its acceptance of Notes  acknowledges  and
      agrees to the terms of the Intercreditor Agreement.

(15)  TRUSTEE DEALINGS WITH COMPANY.  The Trustee or the Security Agent, in its
      individual or any other capacity,  may  make  loans  to,  accept deposits
      from, and perform services for the Issuer, the Company or its Affiliates,
      and may otherwise deal with the Issuer, the Company or its Affiliates, as
      if it were not the Trustee or the Security Agent.

(16)  NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator
      or stockholder of the Issuer, the Company or any Subsidiary Guarantor, as
      such,  will  have  any  liability for any obligations of the Issuer,  the
      Company or any Subsidiary  Guarantor  under the Notes, the Indenture, the
      Guarantees, the Share Pledges or the Funding Loan Pledge or for any claim
      based  on,  in respect of, or by reason of,  such  obligations  or  their
      creation.  Each  Holder  of Notes by accepting a note waives and releases
      all such liability.  The waiver and release are part of the consideration
      for issuance of the Notes.


                                     A-9
<PAGE>


      The  waiver  may not be  effective  to waive  liabilities  under the U.S.
      federal securities laws, and it is the view of the SEC that such a waiver
      is against public policy.

(17)  AUTHENTICATION.  This Note will not be valid until authenticated  by  the
      manual signature of the Trustee or an authenticating agent.

(18)  ABBREVIATIONS.   Customary  abbreviations  may  be  used in the name of a
      Holder or an assignee, such as:  TEN COM (= tenants in  common),  TEN ENT
      (=  tenants  by  the  entireties),  JT TEN (= joint tenants with right of
      survivorship  and  not as tenants in common),  CUST  (=  Custodian),  and
      U/G/M/A (= Uniform Gifts to Minors Act).

(19)  ISIN AND CUSIP NUMBERS.   Pursuant to a recommendation promulgated by the
      Committee on Uniform Security  Identification  Procedures, the Issuer has
      caused ISIN and CUSIP numbers to be printed on the Notes, and the Trustee
      may use ISIN and CUSIP numbers in notices of redemption  as a convenience
      to Holders.  No representation is made as to the accuracy of such numbers
      either  as  printed  on  the  Notes  or  as  contained  in any notice  of
      redemption,  and reliance may be placed only on the other  identification
      numbers placed thereon.

(20)  GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND
      BE USED TO CONSTRUE  THE  INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT
      GIVING EFFECT TO APPLICABLE  PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
      THAT  THE  APPLICATION  OF THE LAWS  OF  ANOTHER  JURISDICTION  WOULD  BE
      REQUIRED THEREBY.

The Company will furnish to any  Holder upon written request and without charge
a copy of the Indenture.  Requests may be made to:

SGL CARBON Luxembourg S.A.
c/o:  SGL CARBON Aktiengesellschaft
Rheinganstrasse 182
D-65203
Wiesbaden, Germany
Attention:  Office of the General Counsel









                                     A-10
<PAGE>







                         SCHEDULE OF PRINCIPAL AMOUNT

                    OF INDEBTEDNESS EVIDENCED BY THIS NOTE

The initial principal amount of indebtedness  evidenced  by  this Note shall be
[e]_____.    The  following  decreases/increases  in  the  principal amount  of
indebtedness evidenced by this Note have been made:

<TABLE>
<CAPTION>
          Decrease in Principal  Increase in Principal   Total Principal Amount of Indebtedness
         Amount of Indebtedness Amount of Indebtedness     Evidenced Following such Decrease/
 Date of        Evidenced              Evidenced                        Increase                  Notation Made by or on Behalf
Decrease/                                                                                            of Book-Entry Agent or
Increase                                                                                                    Registrar
<S>       <C>                     <C>                     <C>                                        <C>
   [e]               [e]                        [e]                          [e]                                   [e]*














</TABLE>







                                     A-11
<PAGE>





                      OPTION OF HOLDER TO ELECT PURCHASE

If you wish  to  have  this  Note  purchased  by  the  Issuer,  check  the Box:
[      ].

If  you wish to have a portion of this Note purchased by the Issuer, state  the
amount (in principal amount):    [e]______________



<TABLE>
<CAPTION>
Date:  ________________________Your Signature:  ________________________
                                 (Sign exactly as your name appears on the other side of this Note.)

                               Signature                            Guarantee:*
                                         ___________________________
<S>                             <C>
</TABLE>








_____________________

*     Participant  in  a  recognized  signature  Medallion  Program  (or  other
      signature guarantor acceptable to the Principal Paying Agent).

                                     A-12
<PAGE>





                                                                      EXHIBIT B

                      FORM OF DEFINITIVE REGISTERED NOTE

                                [FACE OF NOTE]

[Insert 144A Legend or Regulation S Legend, if applicable pursuant to the
provisions of the Indenture]

[Insert Dutch Legend]

                          SGL CARBON LUXEMBOURG S.A.

                           8.5% SENIOR NOTE DUE 2012
                                 GUARANTEED BY
                         SGL CARBON AKTIENGESELLSCHAFT
                   AND THE SUBSIDIARY GUARANTORS (AS DEFINED
                               IN THE INDENTURE)

<TABLE>
<CAPTION>
       Common Code:     ________
<S>     <C>          <C>         <C>
       ISIN:            ________

No.  D-            [e]  ________

       Issue Date:      ________
</TABLE>

SGL CARBON Luxembourg S.A., a soci{e'}t{e'} anonyme incorporated under the laws
of the  Grand  Duchy of Luxembourg (the "ISSUER"), for value received, promises
to pay to ______________________  or  registered  assigns, the principal sum of
________________________ euro ([e]_______) on February 1, 2012.

Regular Interest Payment Dates:   February 1 and August 1

Regular Record Dates:             January 15 and July 15

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





                                     B-1
<PAGE>



IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by
facsimile by the duly authorized officers referred to below.



Dated: _______________

                                     SGL CARBON LUXEMBOURG S.A.,
                                     as Issuer


                                    By:________________________________________
                                    Name:
                                    Title:

                                    By:________________________________________
                                    Name:
                                    Title:









                                     B-2
<PAGE>





                    (Form of Certificate of Authentication)

This is one of the 8.5% Senior Notes due 2012 described in the within-mentioned
Indenture.




Dated: _______________

                                    THE BANK OF NEW YORK,
                                    as Trustee


                                    By:    ____________________________________
                                           (Authorized Signatory)








                                     B-3
<PAGE>





                          SGL CARBON Luxembourg S.A.

                           8.5% SENIOR NOTE DUE 2012
                                 GUARANTEED BY
                         SGL CARBON AKTIENGESELLSCHAFT
                         AND THE SUBSIDIARY GUARANTORS

Capitalized  terms  used  herein  have  the  meanings  assigned  to them in the
Indenture referred to below unless otherwise indicated.

(1)   INTEREST.    SGL   CARBON   Luxembourg   S.A.,  a  soci{e'}t{e'}  anonyme
      incorporated  under  the  laws  of  the Grand Duchy  of  Luxembourg  (the
      "Issuer"), promises to pay interest on  the principal amount of this Note
      at 8.5% per annum from ________________, 20__ until maturity.  The Issuer
      will pay interest semi-annually in arrears  on February 1 and August 1 of
      each  year,  or  if  any  such day is not a Business  Day,  on  the  next
      succeeding Business Day (each,  an "Interest Payment Date").  Interest on
      the Notes will accrue from the most  recent  date  to  which interest has
      been  paid or, if no interest has been paid, from the date  of  issuance;
      provided that if there is no existing Default in the payment of interest,
      and if  this  Note  is authenticated between a record date referred to on
      the face hereof and the  next  succeeding  Regular Interest Payment Date,
      interest shall accrue from such next succeeding  Regular Interest Payment
      Date; provided further that the first Regular Interest Payment Date shall
      be  _______________,  20__.   The  Issuer  will  pay interest  (including
      post-petition  interest in any proceeding under any  Bankruptcy  Law)  on
      overdue principal  and  premium, if any, from time to time on demand at a
      rate that is 1% per annum  in  excess  of  the rate then in effect to the
      extent lawful; it will pay interest (including  post-petition interest in
      any  proceeding  under  any  Bankruptcy Law) on overdue  installments  of
      interest (without regard to any  applicable  grace  periods) from time to
      time on demand at the same rate to the extent lawful.   Interest  will be
      computed on the basis of a 360-day year of twelve 30-day months.

(2)   METHOD OF PAYMENT.  Interest payable on this Note, and punctually paid or
      duly  provided for, on any Regular Interest Payment Date will be paid  to
      the person in whose name this Note is registered at the close of business
      on the  Regular Record Date referred to on the face of this Note (whether
      or not a Business Day) next preceding such Regular Interest Payment Date.
      Any such  interest  not  so punctually paid or duly provided for, and any
      interest payable on such defaulted  interest (to the extent lawful), will
      forthwith cease to be payable to the  Holder  on such Regular Record Date
      and shall be paid to the person in whose name this  Note is registered at
      the close of business on a special record date for the  payment  of  such
      defaulted  interest  to  be fixed by the Issuer, notice of which shall be
      given to Holders not less than 15 days prior to such special record date.
      Payment of the principal and  premium  on  this  Note  will  be made upon
      presentation of this Note at the offices of the Trustee.

(3)   PAYING AGENT AND REGISTRAR.  Initially, The Bank of New York, the Trustee
      under the Indenture, will act as Paying Agent and Registrar.   The Issuer
      may  change  any  Paying Agent or Registrar without notice to any Holder.
      The Issuer or any of its Subsidiaries may act in any such capacity.

(4)   INDENTURE AND SECURITY  DOCUMENTS.   The Issuer issued the Notes under an
      Indenture  dated  as  of February 9, 2004  (the  "Indenture")  among  the
      Issuer, Company, the Subsidiary  Guarantors, the Trustee and the Security
      Agent.  The terms of the Notes


                                     B-4
<PAGE>


      include  those  stated  in the  Indenture  and  those  made  part  of the
      Indenture  by  reference  to the TIA.  The Notes are  subject to all such
      terms,  and Holders  are  referred  to the  Indenture  and such Act for a
      statement  of such  terms.  To the  extent  any  provision  of this  Note
      conflicts with the express provisions of the Indenture, the provisions of
      the Indenture  shall govern and be  controlling.  The Indenture  does not
      limit  the  aggregate  principal  amount  of  Notes  that  may be  issued
      thereunder.

      The Notes and the  Guarantees  are  secured obligations of the Issuer and
      the  Guarantees.   The security for the  Guarantees  is  subject  to  the
      Intercreditor Agreement and the Security Trust Agreement.  Each Holder by
      its acceptance of Notes  acknowledges  and  agrees  to  the  terms of the
      Intercreditor Agreement and the Security Trust Agreement.

(5)   OPTIONAL REDEMPTION.

      (a)   Except  as set forth in subparagraph (b) of this Paragraph  5,  the
            Issuer will  not  have  the  option  to  redeem  the Notes prior to
            February  1, 2008.  On or after February 1, 2008, the  Issuer  will
            have the option  to redeem all or a part of the Notes upon not less
            than 30 nor more than  60  days'  notice,  at the redemption prices
            (expressed as percentages of principal amount) set forth below plus
            accrued  and  unpaid  interest,  on  the  Notes  redeemed   to  the
            applicable  redemption  date,  if  redeemed during the twelve-month
            period  beginning  on  February 1, of the  years  indicated  below,
            subject to the rights of  Holders  on  the  relevant record date to
            receive interest on the relevant Regular Interest Payment Date:

<TABLE>
<CAPTION>
Year                                                    Percentage
<S>                                                      <C>
           2008....................................................    104.250%
           2009....................................................    102.833%
           2010....................................................    101.416%
            2011 and thereafter.....................................   100.000%
</TABLE>
            Unless the Issuer defaults in the payment of  the redemption price,
            interest  will  cease  to  accrue on the Notes or portions  thereof
            called for redemption on the applicable redemption date.

      (b)   Notwithstanding  the  provisions   of   subparagraph  (a)  of  this
            Paragraph 5, at any time prior to February  1, 2007, the Issuer may
            on  any  one or more occasions redeem up to 35%  of  the  aggregate
            principal  amount  of Notes issued under the Indenture with the net
            cash proceeds of one of more Public Equity Offerings of the Company
            at a redemption price  equal  to  108.500%  of the principal amount
            thereof, plus accrued and unpaid interest to  the  redemption date;
            provided  that  at least 65% in aggregate principal amount  of  the
            Notes originally  issued  under the Indenture (excluding Notes held
            by   the   Company  and  its  Subsidiaries)   remains   outstanding
            immediately  after  the  occurrence of such redemption of Notes and
            that such redemption occurs  within  60  days  of  the  date of the
            closing of such Public Equity Offering.

(6)   MANDATORY  REDEMPTION.   The  Issuer is not be required to make mandatory
      redemption or sinking fund payments with respect to the Notes.

                                     B-5
<PAGE>

(7)   REDEMPTION FOR CHANGES IN WITHHOLDING  TAX.   The  Issuer  may redeem the
      Notes,  in  whole  but  not  in part, at its discretion at any time  upon
      giving not less than 30 nor more  than  60  days'  prior  notice  to  the
      Holders (which notice will be irrevocable and given in accordance Section
      14.02  of  the  Indenture),  at a redemption price equal to the principal
      amount thereof, together with  accrued  and  unpaid interest, to the date
      fixed  by  the Issuer for redemption (a "Tax Redemption  Date")  and  all
      Additional Amounts (if any) then due and which will become due on the Tax
      Redemption Date  as  a  result of the redemption or otherwise (and in the
      case of Definitive Registered  Notes,  subject to the right of holders on
      the relevant record date to receive interest  due on the relevant Regular
      Interest  Payment  Date  and  Additional  Amounts  (if  any)  in  respect
      thereof),  if on the next date on which any amount would  be  payable  in
      respect of the  Notes,  the  Issuer  or  successor entity has or would be
      required to pay Additional Amounts, and the  Issuer  or  successor entity
      cannot  avoid  any  such  payment  obligation taking reasonable  measures
      available, as a result of:

      (1)   any  change in, or amendment to,  the  laws  or  treaties  (or  any
            regulations,  or  rulings  promulgated  thereunder) of the Relevant
            Taxing Jurisdiction affecting taxation after  the  date hereof (or,
            if  the  Relevant  Taxing Jurisdiction has changed since  the  date
            hereof,  the  date  on  which  the  then  current  Relevant  Taxing
            Jurisdiction became the  applicable  Relevant  Taxing Jurisdiction)
            under the Indenture; or

      (2)   any change in, or amendment to, the existing official  position  or
            the introduction of an official position regarding the application,
            administration   or   interpretation   of   such   laws,  treaties,
            regulations or rulings (including a holding, judgment or order by a
            court of competent jurisdiction or a change in published practice),
            after the date hereof (or, if the Relevant Taxing Jurisdiction  has
            changed  since  the date hereof, the date on which the then current
            Relevant Taxing Jurisdiction  became the applicable Relevant Taxing
            Jurisdiction under the Indenture).

      The  Issuer  or  successor  entity  will not  give  any  such  notice  of
      redemption earlier than 90 days prior  to  the earliest date on which the
      Issuer  would  be  obligated to make such payment  or  withholding  if  a
      payment in respect of  the  Notes  were  then  due.   Notwithstanding the
      foregoing,  the Issuer may not redeem the Notes under this  provision  if
      the Relevant  Taxing  Jurisdiction  changes  under  the Indenture and the
      Issuer is obligated to pay any Additional Amounts as a result of a change
      in,  or  an  amendment  to, the laws or treaties (or any  regulations  or
      rulings promulgated thereunder),  or  any  change in or amendment to, any
      official   position   regarding   the  application,   administration   or
      interpretation of such laws, treaties,  regulations or rules, of the then
      current Relevant Taxing Jurisdiction which,  at  the  time  such Relevant
      Taxing  Jurisdiction  became  the applicable Relevant Taxing Jurisdiction
      under the Indenture, was publicly  announced as formally proposed.  Prior
      to  the  publication  or,  where  relevant,  mailing  of  any  notice  of
      redemption  of  the Notes pursuant to  the  foregoing,  the  Issuer  will
      deliver to the Trustee  an Opinion of Counsel, the choice of such counsel
      to be subject to the prior written approval of the Trustee (such approval
      not  to be unreasonably withheld)  to  the  effect  that  the  Issuer  or
      successor  entity  cannot  avoid any obligation to pay Additional Amounts
      taking reasonable measures available  and  there  has been such change or
      amendment which would entitle the Issuer successor  entity  to redeem the
      Notes  hereunder.   For  the  avoidance of doubt, the Issuer or successor
      entity shall not be entitled to  redeem the Notes as a consequence of the
      adoption  of  the  European Council Directive  2003/48/EC  or  any  other
      Directive implementing  the  conclusions of the ECOFIN Council meeting of


                                     B-6
<PAGE>



      26-27  November  2000  on the taxation  of  savings  income  or  any  law
      implementing or complying  with,  or  introduced  in order to conform to,
      such Directive.

(8)   REPURCHASE AT THE OPTION OF HOLDER.

      (A)   If  there is a Change of Control, the Issuer will  be  required  to
            make  an  offer  (a  "Change  of  Control Offer") to each Holder to
            repurchase all or any part (equal to e1,000 or an integral multiple
            of e1,000) of each Holder's Notes at a purchase price in cash equal
            to 101% of the aggregate principal  amount thereof plus accrued and
            unpaid interest thereon to the date of  purchase,  subject  to  the
            rights  of  Holders on the relevant record date to receive interest
            due on the relevant  Regular  Interest Payment Date (the "Change of
            Control Payment").  Within 30 days following any Change of Control,
            the Issuer will mail a notice to  each  Holder  setting  forth  the
            procedures governing the Change of Control Offer as required by the
            Indenture.

      (B)   If   the   Company  or  a  Restricted  Subsidiary  of  the  Company
            consummates any Asset Sales, within five days of each date on which
            the aggregate  amount of Excess Proceeds exceeds e10.0 million, the
            Issuer will commence  an  offer  to  all  Holders  of Notes and all
            holders  of  other Indebtedness that is pari passu with  the  Notes
            containing provisions  similar  to those set forth in the Indenture
            with respect to offers to purchase  or  redeem with the proceeds of
            sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of
            the Indenture to purchase the maximum principal amount of Notes and
            such other pari passu Indebtedness that may be purchased out of the
            Excess Proceeds at an offer price in cash  in  an  amount  equal to
            100%  of  the  principal  amount  thereof  plus  accrued and unpaid
            interest  thereon to the date of purchase, in accordance  with  the
            procedures  set  forth  in  the  Indenture.  To the extent that the
            aggregate  amount  of  Notes  and  other  pari  passu  Indebtedness
            tendered pursuant to an Asset Sale Offer  is  less  than the Excess
            Proceeds, the Company (or such Restricted Subsidiary)  may use such
            deficiency   for  any  purpose  not  otherwise  prohibited  by  the
            Indenture.  If  the  aggregate  principal amount of Notes and other
            pari passu Indebtedness tendered into such Asset Sale Offer exceeds
            the amount of Excess Proceeds, the  Trustee  shall select the Notes
            and  such other pari passu Indebtedness to be purchased  on  a  pro
            rata basis.   Holders  of Notes that are the subject of an offer to
            purchase will receive an Asset Sale Offer from the Company prior to
            any  related  purchase date  and  may  elect  to  have  such  Notes
            purchased by completing  the  form  entitled  "Option  of Holder to
            Elect Purchase" attached hereto.

(9)   NOTICE  OF REDEMPTION.  Notice of redemption will be mailed at  least  30
      days but  not more than 60 days before the redemption date to each Holder
      whose Notes  are  to  be  redeemed at its registered address, except that
      redemption notices may be mailed  more than 60 days prior to a redemption
      date if the notice is issued in connection with a defeasance of the Notes
      or a satisfaction or discharge of the  Indenture.  Notes in denominations
      larger than e1,000 may be redeemed in part but only in whole multiples of
      e1,000, unless all of the Notes held by a Holder are to be redeemed.

(10)  DENOMINATIONS, TRANSFER, EXCHANGE.  The  Notes  are  in  registered  form
      without  coupons  in  denominations  of  e1,000 and integral multiples of
      e1,000.   The  transfer  of  Notes may be registered  and  Notes  may  be
      exchanged as provided in the Indenture.


                                     B-7
<PAGE>


      The Registrar  and the Trustee may require a Holder,  among other things,
      to furnish appropriate endorsements and transfer documents and the Issuer
      may  require  a  Holder  to pay any  taxes  and fees  required  by law or
      permitted by the Indenture.  The Issuer need not exchange or register the
      transfer of any Note or portion of a Note selected for redemption, except
      for the unredeemed  portion of any Note being redeemed in part. Also, the
      Issuer  need not  exchange or  register  the  transfer of any Notes for a
      period of 15 days  before a  selection  of Notes to be redeemed or during
      the period between a record date and the  corresponding  Regular Interest
      Payment Date.

(11)  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as
      its owner for all purposes.

(12)  AMENDMENT, SUPPLEMENT AND WAIVER.  Subject  to  certain  exceptions,  the
      Indenture  or  the Notes or the Guarantees may be amended or supplemented
      with the consent  of  the  Holders  of  at  least a majority in aggregate
      principal  amount  of  the  then outstanding Notes  including  Additional
      Notes, if any, voting as a single  class,  and  any  existing  Default or
      Event or Default or compliance with any provision of the Indenture or the
      Notes or the Guarantees may be waived with the consent of the Holders  of
      a  majority  in  aggregate principal amount of the then outstanding Notes
      including Additional  Notes,  if  any, voting as a single class.  Without
      the consent of any Holder of a Note,  the  Indenture  or the Notes or the
      Guarantees  may be amended or supplemented to cure any ambiguity,  defect
      or inconsistency,  to  provide for uncertificated Notes in addition to or
      in place of certificated  Notes,  to  provide  for  the assumption of the
      Company's  or  a  Guarantor's  obligations to Holders of  the  Notes  and
      Guarantees in case of a merger or  consolidation, to make any change that
      would provide any additional rights  or  benefits  to  the Holders of the
      Notes  or  that  does  not  adversely affect the legal rights  under  the
      Indenture of any such Holder,  to comply with the requirements of the SEC
      in order to effect or maintain the  qualification  of the Indenture under
      the TIA, to conform the text of the Indenture, the Security  Documents or
      the  Notes to any provision of the "Description of the Notes" section  of
      the Issuer's  Offering  Circular  dated January 27, 2004, relating to the
      initial offering of the Notes, to the  extent that such provision in that
      "Description of the Notes" was intended  to be a verbatim recitation of a
      provision of the Indenture, the Guarantees, the Security Documents or the
      Notes; to provide for the issuance of Additional Notes in accordance with
      the limitations set forth in the Indenture,  or to allow any Guarantor to
      execute a supplemental indenture to the Indenture and/or a Guarantee with
      respect to the Notes.

(13)  DEFAULTS AND REMEDIES.  Events of Default include:   (i)  default  for 30
      days  in  the payment when due of interest on the Notes; (ii) default  in
      the payment  when  due (at maturity, upon redemption or otherwise) of the
      principal of, or premium,  if  any,  on,  the Notes, (iii) failure by the
      Issuer, the Company or any of its Restricted  Subsidiaries to comply with
      Section 4.10, 4.15 or 5.01 of the Indenture; (iv)  failure by the Issuer,
      the  Company  or  any of its Restricted Subsidiaries for  60  days  after
      notice to the Company  by  the  Trustee or the Holders of at least 25% in
      aggregate principal amount of the  Notes,  then  outstanding  voting as a
      single class to comply with any of the other agreements in the Indenture,
      the  Share  Pledges  of  the  Funding  Loan Pledge or, to the extent  the
      Convertible Bonds remain outstanding, the  Intercreditor  Agreement  (but
      only with respect of defaults to, caused by, or arising in respect of the
      Convertible  Bonds);  (v) default under certain other agreements relating
      to Indebtedness of the  Company which default results in the acceleration
      of such Indebtedness prior  to  its  express maturity; (vi) certain final
      judgments for the payment of money that  remain undischarged for a period




                                     B-8
<PAGE>

      of 60 days; (vii) certain events of bankruptcy or insolvency with respect
      to the Issuer, the Company or any of its Restricted  Subsidiaries that is
      a  Significant  Subsidiary or any group of Restricted Subsidiaries  that,
      taken together, would constitute a Significant Subsidiary; and (viii) the
      security interest  under  any  of  the  Share Pledges or the Funding Loan
      Pledge shall, at any time, other than in accordance with its terms, cease
      to be in full force and effect for any reason other than the satisfaction
      in  full  of all obligations under the Indenture  and  discharge  of  the
      Indenture or  any security interest created hereunder or under any of the
      Share Pledges or  Funding  Loan  Pledge  shall  be  declared  invalid  or
      unenforceable  or the Company, the Issuer or any Affiliate of the Company
      shall assert, in any pleading in any court of competent jurisdiction that
      any such security  interest is invalid or unenforceable.  If any Event of
      Default occurs and is  continuing, the Trustee or the Holders of at least
      25% in aggregate principal  amount  of  the  then  outstanding  Notes may
      declare all the Notes to be due and payable immediately.  Notwithstanding
      the  foregoing,  in  the case of an Event of Default arising from certain
      events of bankruptcy or insolvency, all outstanding Notes will become due
      and payable immediately  without  further  action or notice.  Holders may
      not  enforce  the  Indenture  or  the Notes except  as  provided  in  the
      Indenture.  Subject to certain limitations,  Holders  of  a  majority  in
      aggregate  principal  amount of the then outstanding Notes may direct the
      Trustee in its exercise  of any trust or power.  The Trustee may withhold
      from Holders of the Notes  notice  of  any continuing Default or Event of
      Default (except a Default or Event of Default  relating to the payment of
      principal  or  interest  or  premium,  if  any,)  if it  determines  that
      withholding notice is in their interest.  The Holders  of  a  majority in
      aggregate principal amount of the then outstanding Notes by notice to the
      Trustee  may,  on  behalf of the Holders of all of the Notes, rescind  an
      acceleration or waive  any  existing  Default or Event of Default and its
      consequences under the Indenture except  a continuing Default or Event of
      Default  in  the  payment of interest or premium,  if  any,  on,  or  the
      principal of, the Notes.   The  Issuer  is  required  to  deliver  to the
      Trustee annually a statement regarding compliance with the Indenture, and
      the  Issuer  is required, upon becoming aware of any Default or Event  of
      Default, to deliver to the Trustee a statement specifying such Default or
      Event of Default.

(14)  SUBORDINATION.   Payment  of  principal, interest and premium, if any, on
      the  Guarantees  is  subordinated   to   the   prior  payment  of  Senior
      Indebtedness on the terms provided in the Indenture and the Intercreditor
      Agreement.   Each  Holder  by  its acceptance of Notes  acknowledges  and
      agrees to the terms of the Intercreditor Agreement.

(15)  TRUSTEE DEALINGS WITH COMPANY.  The Trustee or the Security Agent, in its
      individual or any other capacity,  may  make  loans  to,  accept deposits
      from, and perform services for the Issuer, the Company or its Affiliates,
      and may otherwise deal with the Issuer, the Company or its Affiliates, as
      if it were not the Trustee or the Security Agent.

(16)  NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator
      or stockholder of the Issuer, the Company or any Subsidiary Guarantor, as
      such,  will  have  any  liability for any obligations of the Issuer,  the
      Company or any Subsidiary  Guarantor  under the Notes, the Indenture, the
      Guarantees, the Share Pledges or the Funding Loan Pledge or for any claim
      based  on,  in respect of, or by reason of,  such  obligations  or  their
      creation.  Each  Holder  of Notes by accepting a note waives and releases
      all such liability. The waiver  and release are part of the consideration
      for issuance of the Notes.  The waiver  may  not  be  effective  to waive
      liabilities under the U.S. federal securities laws, and it is the view of
      the SEC that such a waiver is against public policy.

                                      B-9

<PAGE>


(17)  AUTHENTICATION.   This Note will not be valid until authenticated by  the
      manual signature of the Trustee or an authenticating agent.

(18)  ABBREVIATIONS.  Customary  abbreviations  may  be  used  in the name of a
      Holder or an assignee, such as:  TEN COM (= tenants in common),  TEN  ENT
      (=  tenants  by  the  entireties),  JT TEN (= joint tenants with right of
      survivorship  and  not as tenants in common),  CUST  (=  Custodian),  and
      U/G/M/A (= Uniform Gifts to Minors Act).

(19)  ISIN and CUSIP NUMBERS.   Pursuant to a recommendation promulgated by the
      Committee on Uniform Security  Identification  Procedures, the Issuer has
      caused ISIN and CUSIP numbers to be printed on the Notes, and the Trustee
      may use ISIN and CUSIP numbers in notices of redemption  as a convenience
      to Holders.  No representation is made as to the accuracy of such numbers
      either  as  printed  on  the  Notes  or  as  contained  in any notice  of
      redemption,  and reliance may be placed only on the other  identification
      numbers placed thereon.

(20)  GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND
      BE USED TO CONSTRUE  THE  INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT
      GIVING EFFECT TO APPLICABLE  PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
      THAT  THE  APPLICATION  OF THE LAWS  OF  ANOTHER  JURISDICTION  WOULD  BE
      REQUIRED THEREBY.

The Company will furnish to any  Holder upon written request and without charge
a copy of the Indenture.  Requests may be made to:

SGL CARBON Luxembourg S.A.
c/o:  SGL CARBON Aktiengesellschaft
Rheinganstrasse 182
D-65203
Wiesbaden, Germany

Attention:  Office of the General Counsel


                                     B-10

<PAGE>




                       OPTION OF HOLDER TO ELECT PURCHASE

If  you  wish  to  have this Note purchased  by  the  Issuer,  check  the  Box:
[      ].

If you wish to have  a  portion of this Note purchased by the Issuer, state the
amount (in principal amount):    [e]______________



<TABLE>
<CAPTION>
Date:  ________________________Your Signature:  ________________________
                                 (Sign exactly as your name appears on the other side of this Note.)

                               Signature                            Guarantee:*
                                         ___________________________
<S>                             <C>
</TABLE>







      _________________

*     Participant  in  a  recognized  signature  Medallion  Program  (or  other
      signature guarantor acceptable to the Principal Paying Agent).


                                      B-11

<PAGE>








                                                                      EXHIBIT C

                        FORM OF CERTIFICATE OF TRANSFER

THE BANK OF NEW YORK
One Canada Square
48th Floor
London E14 5AL
England

Attention:  Corporate Trust Administration

SGL CARBON LUXEMBOURG S.A.
c/o   SGL CARBON Aktiengesellschaft
      Rheingaustrasse 182
      D-65203 Wiesbaden
      Germany
      Attention: Office of the General Counsel

Re: 8.5% Senior Notes due 2012 of SGL CARBON Luxembourg S.A.

Reference  is hereby made  to  the  Indenture,  dated  February  9,  2004  (the
"Indenture"), between SGL CARBON Luxembourg S.A., as issuer (the "Issuer"), the
Company (as defined therein) (the "Parent"), the Subsidiary Guarantors (each of
the Parent and  each  Subsidiary  Guarantor, a "Guarantor") and The Bank of New
York, as trustee and as security agent.  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

_____________________,  (the  "Transferor")  owns and  proposes to transfer the
Note[s]  or  interest  in such  Note[s]  specified  in Annex A  hereto,  in the
principal amount of [e]__________ (the "Transfer"),  to  ________________  (the
"Transferee"),  as further  specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that:

1. [box] CHECK IF TRANSFER  IS  PURSUANT  TO RULE 144A.  The  Transfer is being
effected  pursuant to and in accordance  with Rule 144A under the US Securities
Act of 1933, as amended (the "Securities Act") and, accordingly, the Transferor
hereby further certifies that the Book-Entry Interest or Definitive  Registered
Note is being transferred to a Person that the Transferor  reasonably  believes
is purchasing the Book-Entry Interest or Definitive Registered Note for its own
account,  or for one or  more  accounts  with  respect  to  which  such  Person
exercises sole investment discretion,  and such Person and each such account is
a  "qualified  institutional  buyer"  within  the  meaning  of  Rule  144A in a
transaction  meeting  the  requirements  of Rule 144A and such  Transfer  is in
compliance with all applicable securities laws of any other jurisdiction.  Upon
consummation  of the  proposed  Transfer  in  accordance  with the terms of the
Indenture,  the transferred  Book-Entry Interest or Definitive  Registered Note
will be subject to the  restrictions on transfer  enumerated in the 144A Legend
printed on the U.S. Global Note and/or the 144A Definitive  Registered Note and
in the Indenture and the Securities Act.

2. [box] CHECK IF TRANSFER IS PURSUANT TO  REGULATION  S. The Transfer is being
effected  pursuant to and in accordance  with Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United  States and (x) at the time the buy
order was  originated,  the  Transferee  was outside the United  States or such
Transferor and any Person acting on its behalf reasonably


                                     C-1
<PAGE>


believed and believes that the  Transferee was outside the United States or (y)
the  transaction  was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its  behalf  knows that the  transaction  was  prearranged  with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 904(b) of Regulation S under the Securities Act and
(iii) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act. Upon  consummation of the proposed transfer
in  accordance  with the terms of the  Indenture,  the  transferred  Book-Entry
Interest or Definitive  Registered Note will be subject to the  restrictions on
transfer  enumerated  in the  Regulation S Legend and in the  Indenture and the
Securities Act.

3. [box] CHECK IF TRANSFER IS PURSUANT TO RULE 144.  (i) The  Transfer is being
effected  pursuant to and in accordance  with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and
all applicable  securities laws of any other jurisdiction,  (ii) the Transferor
is not  (and  during  the  three  months  preceding  the  Transfer  was not) an
Affiliate of the Issuer or any Guarantor, (iii) at least two years have elapsed
since such Transferor (or any previous  transferor of such Book-Entry  Interest
or  Definitive  Registered  Note that was not an Affiliate of the Issuer or any
Guarantor) acquired such Book-Entry Interest or Definitive Registered Note from
the Issuer,  any Guarantor or an Affiliate of the Issuer or any Guarantor,  and
(iv) the  restrictions  on transfer  contained  in the  Indenture  and the 144A
Legend are not  required in order to maintain  compliance  with the  Securities
Act. Upon consummation of the proposed Transfer in accordance with the terms of
the  Indenture,   the  transferred   Book-Entry  Interest  or  144A  Definitive
Registered  Note will no longer be  subject  to the  restrictions  on  transfer
enumerated in the 144A Legend  printed on the U.S.  Global Note and/or the 144A
Definitive Registered Notes and in the Indenture.








                                     C-2
<PAGE>








This certificate and the statements contained herein  are made for your benefit
and the benefit of each Guarantor.

                                    ___________________________________________
                                    [Insert Name of Transferor]

                                    By:________________________________________
                                    Name:
                                    Title:


Dated: _______________________








                                     C-3
<PAGE>








                      ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

                        [CHECK ONE OF (a), (b) OR (c)]

(a)   ~     a Book-Entry Interest held through Euroclear Account No.________ or
            Clearstream Banking Account No.________, in the:

            (i)   ~     U.S. Global Note (ISIN XS 0184985611), or

            (ii)  ~     International Global Note (ISIN XS 0184985538), or

(b)   ~     a 144A Definitive Registered Note; or

(c)   ~     an International Definitive Registered Note.


2.    After the Transfer the Transferee will hold:

                                  [CHECK ONE]

(a)   ~     a  Book-Entry  Interest  through Euroclear Account  No.________  or
            Clearstream Banking Account No.________, in the:

            (i)   ~ U.S. Global Note (ISIN XS 0184985611), or

            (ii)  ~ International Global Note (ISIN XS 0184985538),

(b)   ~     a 144A Definitive Registered Note; or

(c)   ~     a International Definitive Registered Note; or

(d)   ~     an Unrestricted Definitive Registered Note.






                                     C-4
<PAGE>







                                                                      EXHIBIT D

                        FORM OF CERTIFICATE OF EXCHANGE

THE BANK OF NEW YORK
One Canada Square
48th Floor
London E14 5AL
England

Attention:  Corporate Trust Administration

SGL CARBON LUXEMBOURG S.A.
c/o   SGL CARBON Aktiengesellschaft
      Rheingaustrasse 182
      D-65203 Wiesbaden
      Germany
      Attention: Office of the General Counsel

Re: 8.5% Senior Notes due 2012 of SGL CARBON Luxembourg S.A.

Reference  is  hereby  made  to the Indenture,  dated  February  9,  2004  (the
"Indenture"), between SGL CARBON Luxembourg S.A., as issuer (the "Issuer"), the
Company (as defined therein) (the "Parent"), the Subsidiary Guarantors (each of
the Parent and each Subsidiary  Guarantor,  a  "Guarantor") and The Bank of New
York, as trustee and as security agent.  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

__________________________,  (the  "Owner")  owns and  proposes to exchange the
Note[s]  or  interest  in such  Note[s]  specified  in Annex A  hereto,  in the
principal  amount  of   [e]____________  in  such  Note[s]  or  interests  (the
"Exchange") to be held following such Exchange as specified  below and in Annex
A hereto. In connection with the Exchange, the Owner hereby certifies that:

1.    CHECK  FOR  ALL  EXCHANGES  (UNLESS THIS BOX IS CHECKED, YOU WILL NOT  BE
PERMITTED TO COMPLETE THE EXCHANGE):

            0  In  connection  with the  Exchange  of  the  Owner's  Book-Entry
Interest  in  the Global Note or Restricted  Definitive  Registered  Notes  for
Definitive Registered  Notes  or a Book-Entry Interest in a Global Note with an
equal  principal  amount,  the Owner  hereby  certifies  that  such  Definitive
Registered Notes or such Book-Entry  Interest is being acquired for the Owner's
own account without transfer.

                   [CHECK THOSE THAT ARE APPLICABLE (IF ANY)

2.    EXCHANGE AFTER MARCH 20, 2004 OF  BOOK-ENTRY  INTERESTS  IN INTERNATIONAL
GLOBAL  NOTES  OR  INTERNATIONAL  DEFINITIVE  REGISTERED NOTES FOR UNRESTRICTED
DEFINITIVE REGISTERED NOTES OR FOR BOOK-ENTRY INTERESTS  IN  THE  INTERNATIONAL
GLOBAL NOTE.

            0 In connection with the Exchange, the Owner hereby certifies  that
(i)  it  acquired  its  International Definitive Registered Notes or Book-Entry
Interest in the International  Global Note in a transaction complying with Rule
903 or 904 under the Act and it  is  not  an  Affiliate  of  the  Issuer or any
Guarantor  and  (ii)  the  Note(s)  are  being acquired in compliance with  all



                                     D-1
<PAGE>



applicable securities laws of any other jurisdiction.

3.    EXCHANGE OF BOOK-ENTRY INTERESTS IN  U.S. GLOBAL NOTES OR 144A DEFINITIVE
REGISTERED NOTES FOR UNRESTRICTED DEFINITIVE REGISTERED NOTES OR FOR BOOK-ENTRY
INTERESTS IN INTERNATIONAL GLOBAL NOTE.

            ~ In connection with the Exchange (i) such Owner is not (and during
the three months preceding the Exchange was  not) an Affiliate of the Issuer or
any Guarantor, (ii) at least two years have elapsed  since  the  Owner  (or any
previous  transferor  of such Book-Entry Interest that was not an Affiliate  of
the Issuer) acquired the Notes to be exchanged from the Issuer or any Guarantor
or an Affiliate of the  Issuer  or any Guarantor, (iii) such Owner is permitted
under Rule 144(k) of the Act to sell  all such Notes without registration under
the  Act  and  (iv)  the Note(s) are being  acquired  in  compliance  with  all
applicable securities laws of any other jurisdiction.

            If you are  exchanging  a  Book-Entry  Interest  in  a Global Note,
unless  you  checked  either  box  2  or  3  above, you will receive Definitive
Registered Notes that bear the same legends as  those  applicable to the Global
Notes in which you hold your Book-Entry Interests that are being exchanged.  If
you are exchanging 144A Definitive Registered Notes, unless  you checked either
box  2  or 3 above, you will receive a Book-Entry Interest in the  U.S.  Global
Note.






                                     D-2
<PAGE>




This certificate  and the statements contained herein are made for your benefit
and the benefit of the Issuer and each Guarantor.
                                    [Insert Name of Owner]

                                    By:________________________________________
                                    Name:
                                    Title:


                                 Dated: _______________________________________









                                     D-3
<PAGE>






                      ANNEX A TO CERTIFICATE OF EXCHANGE

1.    The Transferor owns and proposes to transfer the following:

                        [CHECK ONE OF (a), (b) OR (c)]

(a)   ~     a Book-Entry Interest held through Euroclear Account No.________ or
            Clearstream Banking Account No.________, in the:

            (i)   ~     U.S. Global Note (ISIN XS 0184985611), or

            (ii)  ~     International Global Note (ISIN XS 0184985538), or

(b)   ~     a 144A Definitive Registered Note; or

(c)   ~     a International Definitive Registered Note.

2.    After the Exchange the Owner will hold:

                                  [CHECK ONE]

(a)   ~     a Book-Entry  Interest  through  Euroclear  Account  No.________ or
            Clearstream Banking Account No.________, in the:

            (i)   ~     U.S. Global Note (ISIN XS 0184985611), or

            (ii)  ~     International Global Note (ISIN XS 0184985538),

(b)   ~     a 144A Definitive Registered Note; or

(c)   ~     a International Definitive Registered Note; or

(d)   ~     an Unrestricted Definitive Registered Note.










                                     D-4
<PAGE>






                                                                      EXHIBIT E

                        [FORM OF NOTATION OF GUARANTEE]

For  value  received, each Guarantor (which term includes any successor  Person
under the Indenture) has, jointly and severally, unconditionally guaranteed, to
the extent set  forth  in  the  Indenture  and subject to the provisions in the
Indenture  dated  as of February 9, 2004 (the  "Indenture")  among  SGL  CARBON
Luxembourg S.A., (the  "Issuer"),  the Guarantors party thereto and The Bank of
New York, as trustee (the "Trustee")  and  as  security  agent, (a) the due and
punctual  payment of the principal of, premium, if any, and  interest  on,  the
Notes, whether  at  maturity, by acceleration, redemption or otherwise, the due
and punctual payment  of  interest  on overdue principal of and interest on the
Notes, if any, if lawful, and the due  and  punctual  performance  of all other
obligations of the Issuer to the Holders or the Trustee all in accordance  with
the  terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations  of  the  Guarantors to the Holders of Notes and to the Trustee
pursuant to the Guarantee and  the Indenture are expressly set forth in Article
11 of the Indenture and reference  is  hereby  made  to  the  Indenture for the
precise terms of the Guarantee.  Each Holder of a Note, by accepting  the same,
(a) agrees to and shall be bound by such provisions (b) authorizes and  directs
the  Trustee, on behalf of such Holder, to take such action as may be necessary
or appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints  the  Trustee  attorney-in-fact  of  such Holder for such purpose;
provided,  however, that the Indebtedness evidenced  by  this  Guarantee  shall
cease to be so subordinated and subject in right of payment upon any defeasance
of this Note in accordance with the provisions of the Indenture.

Capitalized  terms  used but not defined herein have the meanings given to them
in the Indenture.


                                    [NAME OF GUARANTOR(S)]





                                    By:________________________________________

                                       Name:

                                       Title:




                                     E-1
<PAGE>

                                                                      EXHIBIT F







                        [FORM OF SUPPLEMENTAL INDENTURE

                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL  INDENTURE   (this   "Supplemental   Indenture"),   dated   as  of
________________,    20__,    among   __________________   (the   "Guaranteeing
Subsidiary"), SGL CARBON Luxembourg  S.A., a soci{e'}t{e'} anonyme incorporated
under the laws of the Grand Duchy of Luxembourg  (the  "Issuer"),  the Company,
the other Guarantors (as defined in the Indenture referred to herein)  and  The
Bank  of  New  York,  as  trustee  under  the  Indenture referred to below (the
"Trustee") and as security agent thereunder.

                              W I T N E S S E T H

WHEREAS, the Company has heretofore executed and  delivered  to  the Trustee an
indenture  (the  "Indenture"), dated as of February 9, 2004 providing  for  the
issuance of 8.5% Senior Notes due 2012 (the "Notes");

WHEREAS,  the  Indenture   provides   that   under  certain  circumstances  the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary  shall  unconditionally
guarantee all of the Issuer's Obligations under the Notes and the  Indenture on
the terms and conditions set forth herein (the "Guarantee"); and

WHEREAS,  pursuant  to Section 9.01 of the Indenture, the Trustee is authorized
to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration  of  the  foregoing  and  for  other  good and
valuable  consideration,  the  receipt  of  which  is  hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant  and  agree  for  the
equal and ratable benefit of the Holders of the Notes as follows:

1.    CAPITALIZED  TERMS.   Capitalized  terms  used  herein without definition
      shall have the meanings assigned to them in the Indenture.

2.    AGREEMENT  TO GUARANTEE.  The Guaranteeing Subsidiary  hereby  agrees  to
      provide an unconditional  Guarantee  on  the  terms  and  subject  to the
      conditions set forth in the Guarantee and in the Indenture including  but
      not   limited   to  Article  11  thereof.   Such  guarantee  may  include
      limitations to the  extent a similar guarantee is also made to holders of
      Senior Indebtedness and such guarantee includes such limitations.

4.    NO  RECOURSE  AGAINST OTHERS.   No  past,  present  or  future  director,
      officer, employee, incorporator, stockholder or agent of the Guaranteeing
      Subsidiary, as  such, shall have any liability for any obligations of the
      Issuer or any Guaranteeing  Subsidiary  under  the Notes, any Guarantees,
      the Indenture or this Supplemental Indenture or  for  any claim based on,
      in respect of, or by reason of, such obligations or their creation.  Each
      Holder  of  the  Notes by accepting a Note waives and releases  all  such
      liability.  The waiver  and  release  are  part  of the consideration for
      issuance  of  the  Notes.   Such  waiver  may not be effective  to  waive
      liabilities under the federal securities laws  and  it is the view of the
      SEC that such a waiver is against public policy.

                                     F-1
<PAGE>

5.    NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE  OF NEW YORK SHALL
      GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING
      EFFECT  TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE  EXTENT  THAT
      THE APPLICATION  OF  THE  LAWS  OF ANOTHER JURISDICTION WOULD BE REQUIRED
      THEREBY.

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

7.    EFFECT OF HEADINGS.  The Section headings herein are for convenience only
      and shall not affect the construction hereof.

8.    THE  TRUSTEE.   The  Trustee  shall  not  be responsible  in  any  manner
      whatsoever  for  or in respect of the validity  or  sufficiency  of  this
      Supplemental Indenture  or  for  or  in respect of the recitals contained
      herein,  all  of  which  recitals are made  solely  by  the  Guaranteeing
      Subsidiary and the Issuer.









                                     F-2
<PAGE>

                                                                    EXHIBIT F





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

Dated:  _______________, 20___

                                    [GUARANTEEING SUBSIDIARY]



                                    By:  _______________________________

                                        Name:

                                        Title:

                                    [COMPANY]

                                    By:  _______________________________

                                        Name:

                                        Title:

                                    [EXISTING GUARANTORS]

                                    By:  _______________________________

                                        Name:

                                        Title:

                                    THE BANK OF NEW YORK,

                                      as Trustee

                                    By:  _______________________________
                                        Authorized Signatory

                                    THE BANK OF NEW YORK,

                                      as Security Agent

                                    By:  _______________________________
                                        Authorized Signatory











                                     F-3
<PAGE>

                                                                      EXHIBIT G





                       ORIGINAL INTERCREDITOR AGREEMENT

                                  (Attached)













                                     G-1
<PAGE>

                                                                      EXHIBIT H





                           SECURITY TRUST AGREEMENT

                                  (Attached)












                                     H-1