EXECUTION COPY


                                  MAY 16, 2007







                          SGL CARBON AKTIENGESELLSCHAFT







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                                    INDENTURE
                       SENIOR FLOATING RATE NOTES DUE 2015

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                               [GRAPHIC OMITTED]

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                                    CONTENTS


CLAUSE                                                                     PAGE

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE..........................1

ARTICLE 2. THE NOTES..........................................................28

ARTICLE 3. REDEMPTION AND PREPAYMENT..........................................40

ARTICLE 4. COVENANTS..........................................................47

ARTICLE 5. SUCCESSORS.........................................................73

ARTICLE 6. DEFAULTS AND REMEDIES..............................................76

ARTICLE 7. TRUSTEE............................................................82

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE...........................90

ARTICLE 9. AMENDMENT, SUPPLEMENT, WAIVER AND
           ADDITIONAL INTERCREDITOR AGREEMENTS................................94

ARTICLE 10. COLLATERAL AND SECURITY...........................................98

ARTICLE 11. GUARANTEES.......................................................103

ARTICLE 12. SATISFACTION AND DISCHARGE.......................................112

ARTICLE 13. MISCELLANEOUS....................................................114

EXHIBIT B FORM OF GLOBAL NOTE................................................128

EXHIBIT C FORM OF DEFINITIVE REGISTERED NOTE.................................129

EXHIBIT D FORM OF CERTIFICATE OF TRANSFER....................................130

EXHIBIT E FORM OF CERTIFICATE OF EXCHANGE....................................131

EXHIBIT F FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED
          BY SUBSEQUENT GUARANTORS...........................................132





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                                                                       Exhibit 7

INDENTURE dated as of May 16, 2007

BETWEEN

(1)    SGL CARBON AKTIENGESELLSCHAFT, a stock corporation incorporated under the
       laws of Germany;

(2)    the SUBSIDIARY GUARANTORS (as defined);

(3)    THE BANK OF NEW YORK, as trustee (the TRUSTEE) and calculation agent;

(4)    DEUTSCHE BANK AG, LONDON BRANCH, as principal paying agent, transfer
       agent and common depositary; and

(5)    DEUTSCHE BANK LUXEMBOURG S.A., as security agent (the SECURITY AGENT),
       registrar, Luxembourg listing agent, Luxembourg paying agent and
       Luxembourg transfer agent.

Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders (as defined) of the Senior Floating
Rate Notes due 2015 (the NOTES):

             ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01  DEFINITIONS.

ACQUIRED INDEBTEDNESS means, with respect to any specified Person:

(a)    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

(b)    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 the Security Agent, the Calculation Agent, any Registrar,
co-registrar, transfer agent, Paying Agent or additional paying or transfer
agent and any listing agent.

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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:

(a)    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 Issuer 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

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

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

(a)    any single transaction or series of related transactions that involves
       assets having a fair market value of less than (euro)5.0 million

(b)    a transfer of assets between or among the Issuer and its Restricted
       Subsidiaries;

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

(d)    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;

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

(f)    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 Issuer and its Restricted Subsidiaries;

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

(h)    a Restricted Payment that does not violate Section 4.07 or a Permitted
       Investment; and

(i)    a contribution of Equity Interests in, or Indebtedness or other
       securities of, HITCO CARBON COMPOSITES, Inc. to a joint venture in which
       the Issuer, directly or indirectly, has less than a 50% Equity Interest.

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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 German Insolvency Code (Insolvenzordnung) or (iii) any other law of the
United States 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 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:

(a)    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;

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

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

(d)    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.

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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:

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

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

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

(d)    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.

CASH EQUIVALENTS means:

(a)    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;

(b)    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;

(c)    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 (euro)500.0 million;

(d)    repurchase obligations for underlying securities of the types described
       in clauses (a), (b) and (c) entered into with any financial institution
       meeting the qualifications specified in clause (c) above;

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(e)    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;

(f)    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;

(g)    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;

(h)    Indebtedness with either (i) in the event two ratings are available, a
       long-term rating at the time of acquisition thereof of at least A2 by
       Moody's and A by S&P or a short-term rating at the time of acquisition
       thereof of at least A-1 by Moody's and P-1 by S&P, in each case with
       maturities of 12 months or less from the date of acquisition, or (ii) in
       the event only one rating is available, a long-term rating at the time of
       acquisition thereof of at least A2 by Moody's or A by S&P or a short-term
       rating at the time of acquisition thereof of at least A-1 by Moody's or
       P-1 by S&P in each case with maturities of 12 months or less from the
       date of acquisition; and

(i)    interests in investment funds investing 95% or more of their assets in
       securities of the types described in clauses (a) through (h) above.

CHANGE OF CONTROL means the occurrence of any of the following:

(a)    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 and its Subsidiaries taken as a whole
       to any "person" (as that term is used in Section 13(d) of the Exchange
       Act);

(b)    the adoption of a plan relating to the liquidation or dissolution of the
       Issuer;

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

(d)    the Issuer consolidates with, or merges with or into, any Person, or any
       Person consolidates with, or merges with or into, the Issuer, in any such
       event pursuant to a transaction in which any of the outstanding Voting
       Stock of the Issuer 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

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       the Issuer 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, Societe anonyme.

COMMON DEPOSITARY means Deutsche Bank AG, London Branch, in its capacity as
common depositary for Euroclear and Clearstream Banking.

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:

(a)    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

(b)    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

(c)    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

(d)    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

(e)    non-cash interest expense in connection with the Convertible Bonds for
       such period to the extent such interest expense was deducted in computing
       Consolidated Net Income; plus

(f)    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

(g)    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

(h)    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 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

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       extent that such depreciation, amortization and other non-cash expenses
       were deducted in computing such Consolidated Net Income; minus

(i)    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 Issuer will be added to Consolidated Net
Income to compute Consolidated Cash Flow of the Issuer only to the extent that a
corresponding amount would be permitted at the date of determination to be
dividended to the Issuer 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 JOINT VENTURE means a joint venture which is not a Subsidiary of
the Issuer, which is engaged in a Permitted Business and which is fully
consolidated in the consolidated financial statements of the Issuer.

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:

(a)    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;

(b)    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 Issuer or a Restricted
       Subsidiary and if it has not otherwise been included in determining Net
       Income;

(c)    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;

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

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(e)    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
       Issuer or a Restricted Subsidiary in connection with any acquisition will
       be excluded; and

(f)    any non-cash compensation realized for grants of performance shares,
       stock options, restricted stock or other rights to officers, directors
       and employees of the Issuer 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 Issuer (other than
       Disqualified Stock).

CONVERTIBLE BONDS means the 0.75% convertible bonds of the Issuer due 2013.

CORPORATE TRUST OFFICE OF THE TRUSTEE will be at the address of the Trustee
specified in Section 13.01 hereof or such other address as to which the Trustee
may give notice to the Issuer.

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 and bearing the Regulation S
Legend.

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

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 Issuer 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 Issuer 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

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that the Issuer 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.

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

ENFORCEMENT ACTION means:

(a)    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 in relation to that Indebtedness; or

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

(b)    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 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 shall not, 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 (EURO) 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.

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EUROPEAN UNION means the members of the European Union on January 1, 2004,
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 January 1, 2004.

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

EXISTING INDEBTEDNESS means Indebtedness of the Issuer and its Subsidiaries
(other than Indebtedness under the Senior Facilities) in existence on the date
of this Indenture (including, for the avoidance of doubt, the Indebtedness
represented by the Convertible Bonds) until such amounts are repaid.

EXISTING NOTES means the (euro)270 million 8.5% Senior Notes Issued by SGL
CARBON Luxembourg S.A.

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
Issuer (unless otherwise provided in this Indenture).

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 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:

(a)    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;

(b)    the Consolidated Cash Flow attributable to discontinued operations, as
       determined in accordance with IFRS, and operations or businesses (and

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       ownership interests therein) disposed of prior to the Calculation Date,
       will be excluded;

(c)    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;

(d)    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;

(e)    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

(f)    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 Issuer (including pro forma expense and cost reductions).

FIXED CHARGES means, with respect to any specified Person for any period, the
sum, without duplication, of:

(a)    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 (excluding any amortization of such costs or discounts relating
       to the satisfaction and discharge of the Existing Notes in accordance
       with the provisions of Article 12 of the indenture governing the Existing
       Notes), non-cash interest payments (excluding the non-cash interest
       expense in connection with the Convertible Bonds), 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

                                      11

<PAGE>


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

(c)    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

(d)    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 Issuer (other than Disqualified Stock)
       or to the Issuer or a Restricted Subsidiary of the Issuer,

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

GLOBAL NOTES means Notes in global form bearing the Regulation S Legend that
will be issued on the Issue Date in an aggregate principal amount equal to the
aggregate principal amount of the Initial Notes and 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(f) and 2.06(h) hereof.

GLOBAL NOTE LEGEND means the legend set forth in Section 2.06(k)(iii), which is
required to be placed on all Global Notes issued under this Indenture.

GOVERNMENT SECURITIES means any security that is (1) a direct obligation of the
Federal Republic of Germany or any other country that is a member of the
European Monetary Union on the date of this Indenture, for the payment of which
the full faith and credit of such country is pledged or (2) an obligation of a
person controlled or supervised by and acting as an agency or instrumentality of
any such country the payment of which is unconditionally guaranteed as a full
faith and credit obligation by such country, which, in either case under the
preceding clause (1) or (2), is 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 guarantees on the terms set forth in this Indenture,
including any guarantees executed as supplemental indentures in the form of
Exhibit E hereto, by each Subsidiary Guarantor of the Issuer's obligations under
this Indenture and the Notes.

HEDGING OBLIGATIONS means, with respect to any specified Person, the obligations
of such Person under:

                                      12

<PAGE>


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

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

(c)    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, 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:

(a)    in respect of borrowed money;

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

(c)    in respect of banker's acceptances;

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

(e)    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

(f)    representing any Hedging Obligations,

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 (euro)200,000,000 aggregate principal amount of
Notes issued under this Indenture on the Issue Date.

INSOLVENCY EVENT means:

                                      13

<PAGE>


(a)    with respect to the Issuer or any Subsidiary 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 (Zahlungsunfahigkeit) or is over indebted
       (uberschuldet), 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 Eroffnung eines
       Insolvenzverfahrens) or the board of directors (Geschaftsfuhrung) 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 (Eroffnung des Insolvenzverfahrens); or

(b)    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

       (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 (b), unless such corporate action,
              legal proceedings or analogous procedure or step is fully
              discontinued within fourteen days of its commencement.

INTERCREDITOR AGREEMENT means the Original Intercreditor Agreement and any other
intercreditor agreement entered into pursuant to the terms of this Indenture,
including any Additional Intercreditor Agreement.

                                      14

<PAGE>

INVESTMENT GRADE RATINGS means a rating equal to or higher than Baa3 (or the
equivalent) by Moody's and BBB-- (or the equivalent) by S&P, or an equivalent
rating by any other Rating Agency.

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 (Gewinnabfuhrungsvertrag) under ss.ss. 291-307 of
the German Stock Corporation Act (Aktiengesetz), 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 Issuer or any Subsidiary
of the Issuer sells or otherwise disposes of any Equity Interests of any direct
or indirect Subsidiary of the Issuer such that, after giving effect to any such
sale or disposition, such Person is no longer a Subsidiary of the Issuer, the
Issuer 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 Issuer'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 May 16, 2007, the original date of the issuance of the Notes.

ISSUER means SGL CARBON Aktiengesellschaft and any and all successors thereto.

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.

LEGAL HOLIDAY means a Saturday, a Sunday or a day on which banking institutions
are not required to be open in Frankfurt, London or Luxembourg. 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-OWNED JOINT VENTURE means any joint venture, which is engaged in a
Permitted Business, in which the Issuer or any of its Restricted Subsidiaries
owns 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

                                      15

<PAGE>

but does not directly or indirectly exercise control over the Board of
Directors and which is consolidated at equity in the consolidated financial
statements of the Issuer.

MOODY'S means Moody's Investors Service, Inc.

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:

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

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

NET PROCEEDS means the aggregate cash proceeds received by the Issuer 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:

(a)    as to which neither the Issuer nor any of its Restricted Subsidiaries (i)
       provides credit support of any kind (including any undertaking, agreement
       or instrument that would constitute Indebtedness), (ii) is directly or
       indirectly liable as a guarantor or otherwise, or (iii) constitutes the
       lender;

(b)    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 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

(c)    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 or any of its
       Restricted Subsidiaries.

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.

                                      16

<PAGE>


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

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 Issuer by two
Officers of the Issuer, 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 13.04 hereof.

OPINION OF COUNSEL means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.04 hereof.
The counsel may be an employee of or counsel to the Issuer, any Subsidiary of
the Issuer or the Trustee.

ORIGINAL INTERCREDITOR AGREEMENT means the intercreditor agreement, dated May
16, 2007, among the parties in respect of the Senior Facilities, the Trustee,
the Security Agent, the Issuer, the Subsidiary Guarantors and others, as amended
from time to time in accordance therewith.

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

PERMITTED BUSINESS means any business in which the Issuer or any of 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:

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

(b)    any Investment in Cash Equivalents;

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

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

       (ii)   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 Issuer or a Restricted Subsidiary of the
              Issuer;

(d)    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;

                                      17

<PAGE>


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

(f)    any Investments received in compromise or resolution of (i) obligations
       of trade creditors or customers that were incurred in the ordinary course
       of business of the Issuer or any of its Restricted Subsidiaries,
       including pursuant to any plan of reorganization or similar arrangement
       upon the bankruptcy or insolvency of any trade creditor or customer; or
       (ii) litigation, arbitration or other disputes;

(g)    Investments represented by Hedging Obligations;

(h)    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;

(i)    loans or advances to employees made in the ordinary course of business of
       the Issuer or the Restricted Subsidiary of the Issuer in an aggregate
       principal amount not to exceed (euro)5.0 million at any one time
       outstanding;

(j)    repurchases of the Notes;

(k)    Indebtedness of the Issuer or a Restricted Subsidiary described under
       clauses (vi), (vii) and (ix) of the definition of Permitted Indebtedness;

(l)    Investments resulting from the disposition of assets in transactions
       excluded from the definition of Asset Sale pursuant to clause (f) of the
       exclusions from such definition;

(m)    in addition to clauses (n) and (o) below, Investments in joint ventures,
       including Majority-Owned Joint Ventures and Consolidated Joint Ventures,
       not to exceed at any one time the greater of: (i) (euro)100.0 million and
       (ii) 8% of Total Assets;

(n)    Investments in joint ventures, including Majority-Owned Joint Ventures
       and Consolidated Joint Ventures, existing on the Issue Date; and

(o)    an Investment in less than 50% of the Equity Interests of a joint venture
       which has been made in exchange for the contribution of the Equity
       Interests of HITCO CARBON COMPOSITES, Inc.

PERMITTED LIENS means:

(a)    Liens on assets of the Issuer or any Restricted Subsidiary securing
       Senior Secured Indebtedness that was incurred pursuant to the Senior
       Secured Leverage Ratio test set forth in Section 4.09(a)(ii);

(b)    Liens in favor of the Issuer or any Restricted Subsidiary;

(c)    Liens on property of a Person existing at the time such Person is merged
       with or into or consolidated with the Issuer or any Subsidiary of the
       Issuer;

                                      18

<PAGE>


       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 Issuer or the
       Subsidiary;

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

(e)    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;

(f)    Liens to secure Indebtedness (including Capital Lease Obligations)
       permitted by Section 4.09(b)(iv) covering only the assets acquired with
       or financed by such Indebtedness;

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

(h)    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;

(i)    [Reserved];

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

(k)    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;

(l)    Liens created for the benefit of (or to secure) the Notes (or the
       Guarantees);

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

       (i)    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

       (ii)   the Indebtedness secured by the new Lien is not increased to any
              amount greater than the sum of (x) the outstanding principal
              amount,

                                      19

<PAGE>

              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;

(n)    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;

(o)    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;

(p)    [Reserved];

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

(r)    Liens incurred in the ordinary course of business of the Issuer or any
       Restricted Subsidiary of the Issuer with respect to obligations that do
       not exceed (euro)5.0 million at any one time outstanding;

(s)    with respect to the Issuer, Liens granted to the Trustee for its
       compensation pursuant to this Indenture; and

(t)    Liens securing Indebtedness permitted by clauses (i) and (xv) of Section
       4.09(b).

PERMITTED REFINANCING INDEBTEDNESS means any Indebtedness of the Issuer 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 or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that:

(a)    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);

(b)    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

                                      20

<PAGE>

       being renewed, refunded, refinanced, replaced, defeased or discharged,
       provided, however, that any Permitted Refinancing Indebtedness issued in
       exchange for, or the net proceeds of which are used to renew, refund,
       refinance, replace, defease or discharge, the Convertible Bonds must
       have a final maturity date which is at least six months later than the
       final maturity date of the Notes;

(c)    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

(d)    such Indebtedness is incurred either by the Issuer or by the Restricted
       Subsidiary that 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 CARBON Beteiligung
GmbH (Germany), SGL TECHNOLOGIES GmbH (Germany), SGL Brakes GmbH (Germany), SGL
CARBON GmbH (Austria), SGL CARBON GmbH & Co. KG (Austria), SGL CARBON Holding
S.L. (Spain), SGL CARBON Holdings B.V. (Netherlands), SGL CARBON Polska S.A.
(Poland) and SGL CARBON LLC (Nevada, USA).

RATING AGENCY means (1) each of Moody's and S&P and (2) if Moody's or S&P ceases
to rate the Notes for reasons outside of the Issuer's control, a "nationally
recognized statistical rating organization" within the meaning of Rule
15cs-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer as a
replacement agency for Moody's or S&P, as the case may be.

REGULAR INTEREST PAYMENT DATE means February 15, May 15, August 15 and November
15 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)(ii) hereof.

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.

                                      21

<PAGE>


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 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.

SECURED OBLIGATIONS means the Obligations of the Issuer and the Subsidiary
Guarantors under this Indenture.

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

SECURITY AGENT means Deutsche Bank Luxembourg S.A., in its capacity as security
agent, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor thereto.

SENIOR FACILITIES means the (euro)200.0 million Acquisition and Revolving Credit
Facility by and among the Issuer as original borrower, Deutsche Bank AG as
coordinator and Deutsche Bank Luxembourg S.A. as facility agent and security
agent dated May 7, 2007.

SENIOR INDEBTEDNESS means:

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

(b)    any other Indebtedness of the Issuer 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 subordinated in right of payment to the Notes and any
       Guarantee and such Indebtedness is not secured by a Lien or guaranteed by
       a Restricted Subsidiary unless such Lien or guarantee is subordinated to
       the Share Pledges and the Guarantees; and

(c)    all Obligations with respect to the items listed in the preceding clauses
       (a) and (b) (including interest accruing after an Insolvency Event,
       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 Issuer or any Subsidiary Guarantor;

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

                                      22

<PAGE>


(3)    any trade payables;

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

(5)    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 SECURED INDEBTEDNESS means any Senior Indebtedness secured by a Lien that
is a Permitted Lien or which is guaranteed by a Restricted Subsidiary including
the Notes and the Senior Facilities.

SENIOR SECURED INDEBTEDNESS LEVERAGE RATIO means, with respect to any Person, at
any date the ratio of (i) Senior Secured Indebtedness of such Person and its
Restricted Subsidiaries as of such date of calculation (determined on a
consolidated basis in accordance with IFRS) to (ii) Consolidated Cash Flow of
such Person for the four full fiscal quarters for which internal financial
statements are available immediately preceding such date on which such
additional Indebtedness is incurred. In the event that the Issuer or any of its
Restricted Subsidiaries incurs, repays, repurchases or redeems any Indebtedness
subsequent to the commencement of the period for which the Senior Secured
Indebtedness Leverage Ratio is being calculated but prior to the event for which
the calculation of the Senior Secured Indebtedness Leverage Ratio is made (the
SENIOR SECURED LEVERAGE CALCULATION DATE), then the Senior Secured Indebtedness
Leverage Ratio shall be calculated giving pro forma effect to such incurrence,
repayment, repurchase or redemption of Indebtedness as if the same had occurred
at the beginning of the applicable four-quarter period.

In addition, for purposes of calculating the Senior Secured Leverage 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 Senior Secured Leverage 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 Senior Secured Leverage Calculation
Date, will be excluded;

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

                                      23

<PAGE>


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

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

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 Issuer (including pro forma expense and cost reductions).

SHARE PLEDGES means each of the first-ranking pledges of the Capital Stock of
the Pledged Entities, 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:

(a)    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

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

provided that SUBSIDIARY with respect to the Issuer and its Restricted
Subsidiaries does not include any Majority-Owned Joint Venture.

SUBSIDIARY GUARANTORS means each of:

                                      24

<PAGE>


(a)    SGL CARBON GmbH (Germany), SGL CARBON Beteiligung GmbH (Germany), SGL
       TECHNOLOGIES GmbH (Germany), SGL Brakes GmbH (Germany), SGL CARBON GmbH
       (Austria), SGL CARBON GmbH & Co. KG (Austria), SGL CARBON S.A. (Spain),
       SGL CARBON Polska S.A. (Poland), SGL TECHNIC Ltd. (UK), SGL CARBON S.A.
       (Spain), SGL CARBON Holdings B.V. (Netherlands) and SGL CARBON LLC
       (Nevada, USA); and

(b)    any other Subsidiary of the Issuer 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. ss.ss.
77aaa-77bbbb).

TOTAL ASSETS means the total consolidated assets of the Issuer and its
Restricted Subsidiaries, as shown on the most recent consolidated balance sheet
of the Issuer.

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.

TRUST OFFICER means the chairman of the board, the president or any other
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

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

(a)    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;

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

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

                                      25

<PAGE>


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

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:

(a)    the sum of the products obtained by multiplying (i) 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 (ii) the number of years (calculated to
       the nearest one-twelfth) that will elapse between such date and the
       making of such payment; by

(b)    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.

TERM                                                                  DEFINED IN
                                                                         SECTION
Additional Intercreditor Agreement                                          9.06
Additional Notes                                                            2.16
Affiliate Transaction                                                       4.11
Asset Sale Offer                                                            3.09
Authentication Order                                                        2.02
Calculation Agent                                                        2.03(b)
Change of Control Offer                                                     4.15
Covenant Defeasance                                                         8.03
Covenant Suspension Event                                                   4.16
Event of Default                                                            6.01
Excess Proceeds                                                             4.10
incur                                                                       4.09
Judgment Currency                                                          13.07
Legal Defeasance                                                            8.02
Other Amount                                                                3.09
Offer Period                                                                3.09
Paying Agent                                                                2.03


                                      26

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TERM                                                                  DEFINED IN
                                                                         SECTION
Permitted Indebtedness                                                      4.09
Payment Default                                                             6.01
Principal Paying Agent                                                   2.03(a)
Purchase Date                                                               3.09
Register                                                                 2.03(b)
Registrar                                                                   2.03
Relevant Taxing Jurisdiction                                                4.22
Restricted Payments                                                         4.07
spot rate of exchange                                                      13.07
Tax Redemption Date                                                         3.10

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:

(a)    INDENTURE SECURITIES means the Notes;

(b)    INDENTURE SECURITY HOLDER means a Holder of a Note;

(c)    INDENTURE TO BE QUALIFIED means this Indenture;

(d)    INDENTURE TRUSTEE or INSTITUTIONAL TRUSTEE means the Trustee; and

(e)    OBLIGOR on the Notes and the Guarantees means the Issuer and the
       Subsidiary 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:

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

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

(c)    OR is not exclusive;

                                      27

<PAGE>


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

(e)    WILL shall be interpreted to express a command;

(f)    provisions apply to successive events and transactions;

(g)    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

(h)    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.

                              ARTICLE 2. THE NOTES

SECTION 2.01  FORM AND DATING.

(a)    Global Notes. The Notes shall be issued initially in the form of the
       Global Note, duly executed by the Issuer and authenticated by the Trustee
       as hereinafter provided.

       The Global Note shall represent such of the outstanding Notes as shall be
       specified therein and 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
       Subsidiary 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 Note will be limited to Participants
       and Indirect Participants. Book-Entry Interests in the Global Note 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 the
       Global Note.

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

                                      28

<PAGE>


(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 Subsidiary
       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.

(d)    Note Forms. The Global Note 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 minimum denominations of (euro)50,000
       principal amount and any integral multiples of (euro)1,000 in excess
       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 (euro)200,000,000, 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

                                      29

<PAGE>


       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) London (the PRINCIPAL PAYING AGENT), (ii)
       when and for so long as the Notes are listed on the Official List of the
       Luxembourg Stock Exchange and its rules so require, Luxembourg and (iii)
       any other location required by the last sentence of this clause 2.03(a).
       The Issuer shall also maintain (i) an office or agency (which shall be
       the Trustee) where notices and demands to or upon the Issuer and/or any
       Subsidiary Guarantors in respect of the Notes, the Guarantee and this
       Indenture may be served and (ii) an office or agency (which shall be the
       Common Depositary) 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. 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
       Council Directive 2003/48/EC or any other Directive implementing the
       conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the
       taxation of savings or any law implementing or complying with, or
       introduced to conform to, such Directive.

(b)    The Issuer will maintain a registrar (each, a REGISTRAR) in Luxembourg.
       The Registrar 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 Issuer. The Issuer
       shall also maintain a calculation agent (the CALCULATION AGENT). The
       Calculation Agent will determine the Applicable Rate and the Interest
       Amount (as such terms are defined in the Global Notes and Definitive
       Registered Notes) in accordance with the provisions of paragraph (a) of
       the Notes.

(c)    For so long as the Notes are listed on the Official List of the
       Luxembourg Stock Exchange and the rules of such exchange so require, the
       Issuer will maintain a transfer agent in Luxembourg. If the Notes are
       listed on any other securities exchange, the Issuer will satisfy any
       requirement at such securities exchange as to paying agents.

(d)    The Issuer may change the Paying Agents, the Registrars or the transfer
       agent 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, Registrar or transfer agent will be notified to Holders in
       accordance with the procedures set forth in Section 13.01.

(e)    The Issuer hereby appoints Deutsche Bank AG, London Branch, at Winchester
       House, 1 Great Winchester Street, London EC2N 2DB as Principal Paying
       Agent, transfer agent and Common Depositary with respect to the Notes,
       and Deutsche Bank AG, London Branch, hereby accepts such appointment. The
       Issuer hereby appoints Deutsche Bank Luxembourg S.A., 2 Bld. Konrad
       Adenauer, L-1115 Luxembourg as Paying Agent, Registrar, listing agent and

                                      30

<PAGE>


       transfer agent in Luxembourg and Deutsche Bank Luxembourg S.A. hereby
       accepts such appointment. The Issuer hereby appoints The Bank of New
       York, at One Canada Square, London E14 5AL, as Calculation Agent and The
       Bank of New York hereby accepts such appointment.

(f)    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
       Subsidiary Guarantor or any of their Affiliates act as Paying Agent.

(g)    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.

(h)    The Issuer may remove any Agent upon 15-days written notice. Any Agent
       may resign upon 90-days written notice. If a successor Agent does not
       take office within 90 days after the retiring Agent resigns or is
       removed, the retiring Agent may appoint a successor Agent. This clause
       2.03(h) does not apply to the Security Agent (to which the provisions of
       Section 7.08 have been made applicable pursuant to Section 10.07 hereof).

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 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.

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<PAGE>


SECTION 2.06  TRANSFER AND EXCHANGE.

(a)    Transfer and Exchange of Global Notes.

       (i)    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 Subsidiary
              Guarantors and the Trustee.

       (ii)   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 that they are unwilling or
              unable to continue to act as depository and a successor depository
              is not appointed by the Issuer 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. 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.

       (iii)  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.

       (i)    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.

       (ii)   [Reserved]

       (iii)  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: (i) 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; (ii) a
              written order from a

                                      32

<PAGE>

              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 (iii) 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.

       (iv)   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.

       (v)    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)    [Reserved]

(d)    [Reserved]

(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 (i) the transfer complies with the
       requirements of Section 2.06(b) above and (ii) in the case of a transfer
       on or before June 25, 2007, the Principal Paying Agent shall have
       received a certificate to the effect set forth in Exhibit C hereto.

       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 decrease Schedule A to the relevant
       Global Note by the principal amount of such transfer and (ii) 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) to have 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,

                                      33

<PAGE>

       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
       June 25, 2007 and such transfer complies with Section 2.06(b).

       Upon satisfaction of the foregoing conditions, the Registrar shall (i)
       cancel the Definitive Registered Notes pursuant to Section 2.11 hereof,
       (ii) record such transfer on the Register, (iii) instruct the Common
       Depositary to deliver the Global Note to the Registrar, (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(b) above and the Principal
       Paying Agent receives a certificate from such holder in the form of
       Exhibit D hereto, including the certifications in items (a) and (b)
       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 decrease Schedule A to the relevant
       Global Note by the principal amount of such exchange and (ii) 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) in
       exchange for a Book-Entry Interest in a Global Note to bear 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.

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<PAGE>


(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
       items (a) and (b) 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 on the Register, (iii) instruct the Common
       Depositary to deliver the relevant Global Note to the Registrar, (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, in the
       case of a transfer on or before June 25, 2007, the Registrar shall have
       received a certificate to the effect set forth in Exhibit C hereto.

       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 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)    [Reserved.]

(k)    Legends.

       (i)    [Reserved]

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

              "THIS SENIOR FLOATING RATE NOTE DUE 2015 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 JUNE 25, 2007, MAY NOT BE OFFERED, SOLD, PLEDGED OR
              OTHERWISE TRANSFERRED EXCEPT (A) IN AN OFFSHORE TRANSACTION IN
              ACCORDANCE WITH RULE 904

                                      35

<PAGE>

              OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") OR TO
              SGL CARBON AKTIENGESELLSCHAFT OR ANY SUBSIDIARY OF SGL CARBON
              AKTIENGESELLSCHAFT AND (B) IN COMPLIANCE WITH ALL APPLICABLE LAWS
              OF ANY OTHER JURISDICTION. AFTER JUNE 25, 2007, 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 THAT IT
              WILL DELIVER TO EACH PURCHASER OF THIS NOTE OR BOOK-ENTRY
              INTERESTS HEREIN A NOTICE SUBSTANTIALLY TO THE EFFECT THEREOF."

       (iii)  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."

(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.

       (i)    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.

       (ii)   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

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<PAGE>

              governmental charge payable upon exchange or transfer pursuant to
              Sections 2.10, 4.10, 4.15 and 9.04 hereof).

       (iii)  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 Subsidiary Guarantors, evidencing the same debt and entitled
              to the same benefits under this Indenture, as the Global Notes or
              Definitive Registered Notes surrendered upon such registration of
              transfer or exchange.

       (iv)   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.

       (v)    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

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<PAGE>

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 Subsidiary
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.

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 Subsidiary 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 Subsidiary 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

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<PAGE>

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.

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 10:00am (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

                                      39

<PAGE>

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 (b) 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.

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:

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

(b)    the redemption date;

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

(d)    the redemption price.

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<PAGE>


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 (as certified to it by the Issuer).

No Notes of (euro)50,000 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 Official List of the Luxembourg Stock Exchange
and its rules so require, any such notice to the holders of the relevant Notes
shall also be published 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 12 hereof.

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

(a)    the redemption date;

(b)    the redemption price;

(c)    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

                                      41

<PAGE>


       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;

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

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

(f)    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;

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

(h)    that no representation is made as to the correctness or accuracy of the
       ISIN or Common Code 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.

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

                                      42

<PAGE>

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)    The Notes will not be redeemable at the Issuer's option prior to May 16,
       2008.

(b)    On or after May 16, 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 twelve-month
       period beginning on May 16, 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:

              YEAR                                     REDEMPTION PRICE
              2008.................................    102.0%
              2009.................................    101.0%
              2010 and thereafter..................    100.0%

       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.

(c)    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 Issuer 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

                                      43

<PAGE>

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:

(a)    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;

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

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

(d)    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;

(e)    that Holders electing to have a Note purchased pursuant to an Asset Sale
       Offer may elect to have Notes purchased in principal amounts of
       (euro)50,000 and any integral multiples of (euro)1,000 in excess thereof
       only;

(f)    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;

(g)    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

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<PAGE>


       the Holder delivered for purchase and a statement that such Holder is
       withdrawing his election to have such Note purchased;

(h)    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 minimum
       denominations of (euro)50,000, or integral multiples of (euro)1,000 in
       excess thereof, will be purchased); and

(i)    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.

The Issuer will comply with any securities laws and regulations thereunder to
the extent these 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.

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 TAXES.

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 with Section
14.02), at a

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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:

(a)    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

(b)    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 (i) 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 there
has been such change or amendment which would entitle the Issuer or successor
entity to redeem the Notes hereunder and (ii) an Officers' Certificate stating
that the Issuer or successor entity cannot avoid any obligation to pay
Additional Amounts taking reasonable measures available to it. 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

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<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 Guarantor 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 Issuer will furnish to the
       Holders of Notes or cause the Trustee to furnish to the holders of Notes:

       (i)    with respect to each fiscal year of the Issuer, within 120 days
              after the end of the relevant fiscal year, an annual report
              including (a) the information required to be included in the
              annual report of an issuer whose equity securities are listed on
              the Official Market (Prime Standard) of the Frankfurt Stock
              Exchange (whether or not the shares of the Issuer are so listed)
              and (b) to the extent not already provided under clause (a), (i)
              the information required to be reported by the Issuer pursuant to
              the rules of the Luxembourg Stock Exchange, (ii) an operating and
              financial review of the audited financial statements, including a
              discussion of the results of operations, financial condition and
              liquidity and capital resources, and a discussion of material
              commitments and contingencies and critical accounting policies,
              (iii) a description of the business, management and shareholders
              of the

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<PAGE>

              Issuer, all material affiliate transactions and a description of
              all material contractual arrangements, including material debt
              instruments (unless such contractual arrangements were described
              in a previous annual or quarterly report, in which case the
              Issuer need describe only any material changes), (iv) material
              risk factors relating to the business of the Issuer and material
              recent developments; (v) pro forma income statement and balance
              sheet information, together with explanatory footnotes, for any
              material acquisitions, disposition or recapitalizations that have
              occurred since the beginning of the most recently completed
              fiscal year unless pro forma information has been provided in a
              previous report pursuant to paragraph (ii)(b)(ii) below, (vi)
              audited consolidated statements of income, statements of cash
              flow and balance sheets of the Issuer as of and for the most
              recent two fiscal years (including appropriate footnotes and the
              report of the independent auditors on such financial statements)
              as required by IFRS and German law in effect as of the date
              thereof and (vii) if Subsidiaries representing less than 95% of
              the total consolidated sales, EBITDA or assets of the Issuer are
              Subsidiary Guarantors, a footnote showing the sales, EBITDA and
              assets of the Subsidiary Guarantors on an aggregate basis, for
              and as of the end of such fiscal year; provided that (x) the
              information in clauses (ii) to (v) need only be in the form, and
              shall be required only to the extent, required by IFRS or German
              law as both are in effect on the date of this Indenture and (y)
              the information required by clause (vii) may, at the Issuer's
              option, be provided either in the form of a footnote to the
              audited consolidated financial statements or in the form of a
              supplement to the annual report;

       (ii)   within 60 days after the end of each of the first three fiscal
              quarters in each fiscal year of the Issuer, (a) a quarterly report
              including the information required to be included in the quarterly
              report of an issuer whose equity securities are listed on the
              Official Market (Prime Standard) of the Frankfurt Stock Exchange
              (whether or not the shares of the Issuer are so listed), and (b)
              to the extent not already provided under clause (a), (i) an
              unaudited condensed consolidated balance sheet as of the end of
              such quarter and an unaudited condensed statement of income and
              statement of cash flow for the period from the beginning of the
              then-current fiscal year until the end of such quarter, and the
              comparable prior year periods (together with condensed footnote
              disclosure) as required by IFRS and German law in effect as of the
              date thereof, (ii) pro forma income statement and balance sheet
              information, together with explanatory footnotes, for any material
              acquisitions, dispositions or recapitalizations that have occurred
              since the beginning of the most recently completed fiscal quarter
              (provided that such pro forma financial information will be
              provided only to the extent available without unreasonable
              expense, in which case the Issuer will provide, in the case of a
              material acquisition, acquired company financials), (iii) an
              operating and financial review of the unaudited financial
              statements, including a discussion of material

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<PAGE>

              commitments and contingencies and changes in critical accounting
              policies, (iv) material recent developments, and (v) a
              presentation of EBITDA; provided that the information in clauses
              (ii) to (iv) need only be in the form, and shall only be required
              to the extent, required by IFRS or German law as both are in
              effect on the date of this Indenture; and

       (iii)  such information as the Issuer 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 the occurrence of a material acquisition,
              disposition, restructuring, senior management changes or a change
              in the independent accountants of the Issuer, or any resignation
              of a member of the Supervisory Board of the Issuer as a result of
              a disagreement with the Issuer.

       Notwithstanding the foregoing, the Issuer is not required by this
       Indenture to provide any separate financial statements for any Subsidiary
       Guarantor or any Affiliate of the Issuer or any acquired business.

(b)    The Issuer will also make available copies of all reports required by
       clauses (i) through (iii) above (aa) on the Issuer's website, (bb) 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 Official List of 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 Issuer 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 Issuer and its
       Restricted Subsidiaries separate from the financial condition and results
       of operations of the Unrestricted Subsidiaries of the Issuer.

(d)    [Reserved].

(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 Issuer 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 and its Subsidiaries during the preceding fiscal
       year has been made under the supervision of the signing Officers with a
       view to determining whether the Issuer has kept, observed, performed and
       fulfilled its obligations under this Indenture and the Share Pledges, and
       further stating, as to each such

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<PAGE>

       Officer signing such certificate, that to the best of his or her
       knowledge the Issuer has kept, observed, performed and fulfilled each
       and every covenant contained in this Indenture and the Share Pledges and
       is not in default in the performance or observance of any of the terms,
       provisions and conditions of this Indenture or the Share Pledges (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 Issuer 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
       Issuer is taking or proposes to take with respect thereto.

(b)    [Reserved].

(c)    So long as any of the Notes are outstanding, the Issuer will deliver to
       the Trustee, within 10 Business Days after any Officer becomes aware of
       any Default or Event of Default, an Officers' Certificate specifying such
       Default or Event of Default and what action the Issuer is taking or
       proposes to take with respect thereto.

SECTION 4.05  TAXES.

The Issuer 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 Subsidiary 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 in force,
that may affect the covenants or the performance of this Indenture; and the
Issuer and each of the Subsidiary 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 Issuer will not, and will not permit any of its Restricted
       Subsidiaries to, directly or indirectly:

       (i)    declare or pay any dividend or make any other payment or
              distribution on account of the Issuer's or any of its Restricted
              Subsidiaries' Equity Interests (including, without limitation, any
              payment in connection with any merger or consolidation involving
              the Issuer or any of its

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<PAGE>

              Restricted Subsidiaries) or to the direct or indirect holders of
              the Issuer'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 Issuer and other than dividends or
              distributions payable to the Issuer or a Restricted Subsidiary of
              the Issuer, 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));

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

       (iii)  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 Issuer or any Subsidiary
              Guarantor that is contractually subordinated to the Notes or to
              any Guarantee (excluding any intercompany Indebtedness between or
              among the Issuer and any of its Restricted Subsidiaries); or

       (iv)   make any Restricted Investment

              (all such payments and other actions set forth in these clauses
              (i) through (iv) above being collectively referred to as
              Restricted Payments),

              unless, at the time of and after giving effect to such RESTRICTED
              PAYMENT:

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

              (B)    the Issuer could incur at least (euro)1.00 of additional
                     Indebtedness pursuant to the Fixed Charge Coverage Ratio
                     test set forth in Section 4.09(a)(i); and

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

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                     (I)    50% of the Consolidated Net Income of the Issuer for
                            the period (taken as one accounting period) from
                            April 1, 2007 to the end of the Issuer'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

                     (II)   (aa) 100% of the aggregate net cash proceeds
                            received by the Issuer since the date of this
                            Indenture as a contribution to its common equity
                            capital or from the issue or sale of Equity
                            Interests of the Issuer (other than Disqualified
                            Stock) or from the issue or sale of convertible or
                            exchangeable Disqualified Stock or convertible or
                            exchangeable debt securities of the Issuer 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 Issuer) and (bb) upon conversion
                            by holders of the Convertible Bonds into Equity
                            Interests of the Issuer (other than Disqualified
                            Stock), 100% of the principal amount of the
                            Convertible Bonds so converted; plus

                     (III)  an amount equal to the sum of:

                            (aa)   the net reduction in the Investments (other
                                   than Permitted Investments) made by the
                                   Issuer 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 Issuer or any Restricted
                                   Subsidiary, and

                            (bb)   to the extent such Person is an Unrestricted
                                   Subsidiary, the portion (proportionate to the
                                   Issuer'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;

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<PAGE>


                            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 Issuer
                            or any Restricted Subsidiary in such Person or
                            Unrestricted Subsidiary; plus

                     (IV)   (euro)100.0 million.

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

       (i)    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;

       (ii)   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 Issuer) of, Equity Interests of the
              Issuer (other than Disqualified Stock) or from the substantially
              concurrent contribution of common equity capital to the Issuer;
              provided that the amount of any such net cash proceeds that are
              utilized for any such Restricted Payment will be excluded from
              clause (iv)(C)(II) of the preceding paragraph;

       (iii)  the repurchase, redemption, defeasance or other acquisition or
              retirement for value of Indebtedness of the Issuer 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;

       (iv)   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 Issuer or any
              Restricted Subsidiary of the Issuer held by any current or former
              officer, director or employee of the Issuer 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 (euro)500,000 in any twelve-month period;

       (v)    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

       (vi)   so long as no Default has occurred and is continuing or would be
              caused thereby, the declaration and payment of regularly scheduled
              or

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<PAGE>

              accrued dividends to holders of any class or series of
              Disqualified Stock of the Issuer 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(i).

(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 Issuer 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 conclusively by
       the Board of Directors of the Issuer acting in good faith. A resolution
       with respect to such determination by the Board of Directors will be
       delivered to the Trustee if the Fair Market Value of such assets or
       securities exceeds (euro)5.0 million. The Board of Directors'
       determination must be based upon an opinion or appraisal issued by an
       accounting, appraisal or investment banking firm of international
       standing if the Fair Market Value exceeds $30.0 million.

SECTION 4.08  DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

(a)    The Issuer 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:

       (i)    pay dividends or make any other distributions on its Capital Stock
              to the Issuer 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 Issuer or any of
              its Restricted Subsidiaries;

       (ii)   make loans or advances to the Issuer or any of its Restricted
              Subsidiaries; or

       (iii)  sell, lease or transfer any of its properties or assets to the
              Issuer 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:

       (i)    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;

       (ii)   this Indenture, the Notes, the Guarantees and the Share Pledges;

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

       (iv)   any instrument governing Indebtedness or Capital Stock of a Person
              acquired by the Issuer 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;

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

       (vi)   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;

       (vii)  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 (iii) of the preceding paragraph;

       (viii) 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;

       (ix)   Permitted Refinancing Indebtedness; provided that the restrictions
              contained in the agreement 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;

       (x)    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;

       (xi)   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
              Issuer's or the Restricted Subsidiary's Board of Directors, which
              limitation is applicable only to the assets that are the subject
              of such agreements;

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

       (xiii) 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 adverse to the
              Issuers' ability to make principal and interest payments when due
              on the Notes, or (ii) if such encumbrances and restrictions are
              not materially more disadvantageous to the holders of the Notes
              than is customary in comparable financings and either (x) the
              Issuer determines that, notwithstanding such encumbrance or
              restriction, it will have sufficient funds 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 Issuer 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 Issuer will not issue any
       Disqualified Stock and will not permit any of its Restricted Subsidiaries
       to issue any shares of preferred stock; provided, however, that the
       Issuer may incur Indebtedness (including Acquired Indebtedness) or issue
       Disqualified Stock or Additional Notes and the Subsidiary Guarantors may
       incur Indebtedness (including Acquired Indebtedness) or issue preferred
       stock, in each case, if:

       (i)    the Fixed Charge Coverage Ratio for the Issuer'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 2.00 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; and

       (ii)   if such Indebtedness is Senior Secured Indebtedness, the Senior
              Secured Indebtedness Leverage Ratio of the Issuer for the 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 preferred stock is issued, as the case may
              be, would have been no more than 2.50 to 1.00 determined on a pro
              forma basis (including a pro

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              forma application of the net proceeds therefrom), as if the
              additional Indebtedness had been incurred, or the Disqualified
              Stock or preferred stock had been issued, as the case may be, and
              the application of proceeds therefrom had occurred 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) provided, however that, in the case of Permitted
       Indebtedness that is Senior Secured Indebtedness incurred pursuant to
       clauses (iv), (vii), (ix) or (xiv) of this paragraph or clause (v) of
       this paragraph but only in the event such Permitted Refinancing
       Indebtedness incurred pursuant to clause (v) is incurred to refinance
       Indebtedness incurred pursuant to clause (xiv) of this paragraph, the
       Issuer may only incur such Senior Secured Indebtedness if at the time of
       and after giving effect to such Senior Secured Indebtedness the Issuer
       could incur at least (euro)1.00 of additional Senior Secured Indebtedness
       pursuant to the Senior Secured Leverage Ratio set forth in Section
       4.09(a)(ii):

       (i)    the incurrence by the Issuer, any Subsidiary Guarantor and SGL
              CARBON Holding S.L. of additional Indebtedness and letters of
              credit under Credit Facilities in an aggregate principal amount at
              any one time outstanding under this clause (i) (with letters of
              credit being deemed to have a principal amount equal to the
              maximum potential liability of the Issuer and its Restricted
              Subsidiaries thereunder) not to exceed (euro)225 million less the
              aggregate amount of all Net Proceeds of Asset Sales applied by the
              Issuer 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;

       (ii)   the incurrence by the Issuer and its Restricted Subsidiaries of
              the Existing Indebtedness;

       (iii)  the incurrence by the Issuer and the Subsidiary Guarantors of
              Indebtedness represented by the Notes and the related Guarantees
              to be issued on the date of this Indenture;

       (iv)   the incurrence by the Issuer 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 Issuer 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 (iv), not to exceed
              (euro)30.0 million at any time outstanding;

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       (v)    the incurrence by the Issuer 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) that was permitted by this Indenture to be incurred
              under the first paragraph of this covenant or clauses (ii), (iii),
              (iv), (v) or (xiv) of this paragraph;

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

              (A)    if the Issuer or any Subsidiary Guarantor is the obligor on
                     such Indebtedness and the payee is not the Issuer or a
                     Subsidiary 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
                     Subsidiary Guarantor; and

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

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

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

              (B)    any sale or other transfer of any such preferred stock to a
                     Person that is not either the Issuer or a Restricted
                     Subsidiary of the Issuer,

              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 (vii);

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

       (ix)   the guarantee by the Issuer of Indebtedness of a Restricted
              Subsidiary that was permitted to be incurred by another provision
              of this

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              covenant; provided that if the Indebtedness being guaranteed is
              subordinated to the Notes, then the Guarantee by the Issuer shall
              be subordinated to the same extent as the Indebtedness
              guaranteed;

       (x)    the incurrence by the Issuer 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;

       (xi)   the incurrence by the Issuer 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;

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

       (xiii) 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;

       (xiv)  (i) the incurrence by the Issuer or any Subsidiary Guarantor of
              additional Indebtedness in an aggregate principal amount (or
              accreted value, as applicable) at any time outstanding, not to
              exceed (euro)20 million; (ii) the incurrence by any Restricted
              Subsidiary which is not a Subsidiary Guarantor of additional
              Indebtedness in an aggregate principal amount (or accreted value,
              as applicable) at any time outstanding, not to exceed (euro)50
              million; and (iii) the incurrence of additional Indebtedness in an
              aggregate principal amount (or accreted value, as applicable) at
              any time outstanding, not to exceed (euro)70.0 million; provided
              however, that the aggregate principal amount (or accreted value,
              as applicable) of additional Indebtedness incurred pursuant to
              this clause (xiv) shall at no time exceed (euro)100.0 million at
              any time outstanding; and

       (xv)   the incurrence by SGL Carbon Sdn. Bhd. of additional Indebtedness
              and letters of credit under Credit Facilities in an aggregate
              principal amount at any one time outstanding under this clause
              (xv) (with letters of credit being deemed to have a principal
              amount equal to the maximum potential liability of SGL Carbon Sdn.
              Bhd. thereunder) not to exceed (euro)30.0 million less the
              aggregate amount of all Net Proceeds of Asset Sales applied by the
              Issuer 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;

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(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
       (i) through (xv) above, or is entitled to be incurred pursuant to Section
       4.09(a), the Issuer 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 (i) 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 Issuer 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 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 Issuer 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 Issuer will not, and will not permit any of its Restricted
       Subsidiaries to, consummate an Asset Sale unless:

       (i)    the Issuer (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

       (ii)   at least 75% of the consideration received in the Asset Sale by
              the Issuer or such Restricted Subsidiary is in the form of cash or
              Cash

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              Equivalents. For purposes of this provision, each of the
              following will be deemed to be cash:

              (A)    any liabilities, as shown on the Issuer's most recent
                     consolidated balance sheet, of the Issuer 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 Issuer or such
                     Restricted Subsidiary has been validly released by all
                     creditors in writing;

              (B)    any securities, notes or other obligations received by the
                     Issuer or any such Restricted Subsidiary from such
                     transferee that are converted by the Issuer 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

              (C)    any stock or assets of the kind referred to in clauses (ii)
                     or (iv) of Section 4.10(b).

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

       (i)    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;

       (ii)   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 Issuer;

       (iii)  to make a capital expenditure; or

       (iv)   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;

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       (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 Subsidiary Guarantor;

       (3)    to make a capital expenditure for an asset to be owned by a
              Subsidiary 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 Subsidiary Guarantor.

(c)    Pending the final application of any Net Proceeds, the Issuer 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 Section 4.10(b) will constitute EXCESS PROCEEDS. When the
       aggregate amount of Excess Proceeds exceeds (euro)20.0 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 Issuer 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 any 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.

SECTION 4.11  TRANSACTIONS WITH AFFILIATES.

(a)    The Issuer 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,

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       advance or guarantee with, or for the benefit of, any Affiliate of the
       Issuer (each, an AFFILIATE TRANSACTION), unless:

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

       (ii)   the Issuer delivers to the Trustee:

              (A)    with respect to any Affiliate Transaction or series of
                     related Affiliate Transactions involving aggregate
                     consideration in excess of (euro)5.0 million, a resolution
                     of the Board of Directors of the Issuer 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
                     Issuer; and

              (B)    with respect to any Affiliate Transaction or series of
                     related Affiliate Transactions involving aggregate
                     consideration in excess of (euro)25.0 million, an opinion
                     as to the fairness to the Issuer 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:

       (i)    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 or 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;

       (ii)   transactions between or among the Issuer and/or its Restricted
              Subsidiaries;

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

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

       (v)    any issuance of Equity Interests (other than Disqualified Stock)
              of the Issuer to Affiliates of the Issuer;

       (vi)   Restricted Payments that do not violate the provisions of Section
              4.07;

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

       (viii) 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

       (ix)   loans or advances to employees in the ordinary course of business
              not to exceed (euro)2.0 million in the aggregate at any one time
              outstanding.

SECTION 4.12  LIENS.

       (a)    The Issuer 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 with (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) 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 Issuer of all of the Capital Stock of such
              Restricted Subsidiary held directly or indirectly by the Issuer of
              all or substantially all of the assets of such Restricted
              Subsidiary; provided that the Issuer 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
              or satisfaction and discharge of the Notes as specified in this
              Indenture.

SECTION 4.13  GROUP BUSINESS ACTIVITIES.


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The Issuer 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 Issuer and its Restricted Subsidiaries taken as a
whole.

SECTION 4.14  CORPORATE EXISTENCE.

Subject to Article 5 hereof, the Issuer 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 Issuer or any such Subsidiary; and

(b)    the rights (charter and statutory), licenses and franchises of the Issuer
       and its Subsidiaries; provided, however, that the Issuer 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 Issuer 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  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
       (euro)50,000 in principal amount or an integral multiple of (euro)1,000
       in excess thereof) of that holder's Notes pursuant to a change of control
       offer (a CHANGE OF CONTROL OFFER) on the terms set forth in this Section
       4.15. 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 any 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.

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

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

       (ii)   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

       (iii)  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)    The provisions described above that require the Issuer to make a Change
       of Control Offer following a Change of Control will be applicable whether
       or not any other provisions of Indenture are applicable.

(f)    The Issuer will not be required to make a Change of Control Offer upon a
       Change of Control if (i) 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 (ii)
       notice of 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  SUSPENSION OF COVENANTS UPON ACHIEVEMENT OF INVESTMENT
              GRADE STATUS.

If on any date following the Issue Date, (i) the Notes have achieved Investment
Grade Ratings from both Rating Agencies, and the Issuer has delivered written
notice of such Investment Grade Ratings to the Trustee, and (ii) no Default or
Event of Default has occurred and is continuing under this Indenture (a COVENANT
SUSPENSION EVENT), then, beginning on that day and continuing until such time,
if any, at which the Notes cease to have an Investment Grade Rating from either
Rating Agency, the following provisions of this Indenture will be suspended (and
the Issuer and its Subsidiaries will have no obligation or liability whatsoever
with respect to such covenants):

(a)    Section 4.07;

(b)    Section 4.08;

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(c)    Section 4.09;

(d)    Section 4.10;

(e)    Section 4.11;

(f)    Section 4.13;

(g)    Section 4.15

(h)    Section 4.17;

(i)    Section 4.18;

(j)    Section 4.19;

(k)    Section 4.21; and

(l)    Section 5.01(a)(iv);

and any related default provisions of this Indenture will cease to be effective
and will not be applicable to the Issuer and its Restricted Subsidiaries. Such
covenants and any related default provisions will again apply according to their
terms from the first day on which a Covenant Suspension Event ceases to be in
effect. Such covenants will not, however, be of any effect with regard to the
actions of the Issuer properly taken during the continuance of the Suspension
Event, and Section 4.07 will be interpreted as if it had been in effect since
the Issue Date except that no default will be deemed to have occurred solely by
reason of a Restricted Payment made while that covenant was suspended.

SECTION 4.17  LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

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

(a)    the Issuer or Subsidiary Guarantor, as applicable, could have (i)
       incurred Indebtedness in an amount equal to the Attributable Indebtedness
       relating to such sale and leaseback transaction under the Fixed Charge
       Coverage Ratio test and if applicable, the Senior Secured Leveraged Ratio
       test, both set forth in Section 4.09(a) and (ii) 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 Issuer 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

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(c)    the transfer of assets in that sale and leaseback transaction is
       permitted by, and the Issuer 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.

The Issuer:

       (i)    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 Issuer
              or a Wholly-Owned Restricted Subsidiary); and

       (ii)   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 Issuer or a
              Wholly-Owned Restricted Subsidiary);

       in each case, unless such issuance, sale or disposition is effected in
       compliance with Section 4.10 or, for the avoidance of doubt, in a
       transaction excluded from the definition of the term "Asset Sale"; and

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

       (ii)   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 Issuer 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.

SECTION 4.19  LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS.

(a)    The Issuer will not permit any of its Restricted Subsidiaries (other than
       SGL CARBON Holding S.L.), directly or indirectly, to guarantee or pledge
       any assets to secure the payment of any other Indebtedness of the Issuer
       (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 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 senior or
       pari passu with the guarantee of such Senior Indebtedness to the same
       extent as the Notes are senior or pari passu with such Senior
       Indebtedness; provided that the Issuer shall not be obligated to cause

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       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);

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

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

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

(b)    If (i) a Subsidiary Guarantor sells, leases, conveys or otherwise
       disposes of any assets (other than inventory, raw materials, supplies,
       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 Issuer's Restricted Subsidiaries (other than
       directors' qualifying shares or shares required by applicable law to be
       held by a Person other than the Issuer or a Restricted Subsidiary) to a
       Restricted Subsidiary that is not a Subsidiary Guarantor in one or a
       series of related transactions and (ii) 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
       7.5% 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 Issuer shall cause:

       (i)    one or more Restricted Subsidiaries that are not then Subsidiary
              Guarantors 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 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 Guarantee or Guarantees; and

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

SECTION 4.20  PAYMENTS FOR CONSENT.


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The Issuer 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 Issuer 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 Issuer
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 Issuer. 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 Issuer may redesignate any Unrestricted Subsidiary to be a
Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of the Issuer 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
Issuer as of such date and, if such Indebtedness is not permitted to be incurred
as of such date pursuant to Section 4.09, the Issuer will be in default of such
covenant.

The Board of Directors of the Issuer may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted
Subsidiary, and such designation will only be permitted if (1) such Indebtedness
is permitted under Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.

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
       Subsidiary 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

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       by or on behalf of any jurisdiction in which the Issuer or any
       Subsidiary 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 Subsidiary Guarantors with respect to any Guarantee, including
       payments of principal, redemption price, purchase price, interest or
       premium, the Issuer or the relevant Subsidiary 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:

       (i)    any payments on a Note in respect of taxes which would not have
              been imposed but for any present or former connection between the
              holder or the beneficial owner of the Notes and the Relevant
              Taxing Jurisdiction (other than by the mere holding of such Note
              or enforcement of rights thereunder or the receipt of payment in
              respect thereof or any other connection with respect to the
              Notes);

       (ii)   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 Subsidiary 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;

       (iii)  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);

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

       (v)    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

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              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;

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

       (vii)  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;

       (viii) 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

       (ix)   any combination of items (i) through (viii) 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
       (i) through (ix) inclusive above.

(b)    The Issuer and the Subsidiary 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 Subsidiary 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
       Subsidiary 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
       Subsidiary 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
       Subsidiary Guarantor will provide the Trustee with documentation
       reasonably satisfactory to the Trustee evidencing the payment of
       Additional Amounts.

(d)    The Issuer or the relevant Subsidiary Guarantor will make all required
       withholdings and deductions and will remit the full amount deducted or

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       withheld to the Relevant Taxing Jurisdiction in accordance with
       applicable law. The Issuer or the relevant Subsidiary 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 Subsidiary Guarantor will furnish to the holders, within a
       reasonable time period, copies of tax receipts evidencing payment by the
       Issuer or a Subsidiary 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 Subsidiary 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 Subsidiary 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.



                             ARTICLE 5. SUCCESSORS

SECTION 5.01  MERGER, CONSOLIDATION, OR SALE OF ASSETS.

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

       (i)    either: (i) the Issuer is the surviving corporation; or (ii) the
              Person formed by or surviving any such consolidation or merger (if
              other than the Issuer) 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;

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

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

       (iv)   the Issuer or the Person formed by or surviving any such
              consolidation or merger (if other than the Issuer), 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 (euro)1.00 of additional Indebtedness pursuant to
              the Fixed Charge Coverage Ratio test set forth in Section
              4.09(a)(i).

       In addition, the Issuer 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: (i) 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 (ii) 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 Issuer or another Subsidiary Guarantor), in each case in
       one or more related transactions, unless:

       (i)    either: (aa) such Subsidiary Guarantor is the surviving
              corporation; or (bb) 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;

       (ii)   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, 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 Share Pledges, pursuant to agreements reasonably
              satisfactory to the Trustee; and

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

(c)    This Section 5.01 will not apply to:

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

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

(iii)  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

(iv)   with respect to the provisions set forth in Section 5.01(b) any
       transaction which constitutes an Asset Sale if the Issuer has complied
       with the provisions of Section 4.10.

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 Issuer 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
       Issuer 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 Share Pledges referring to the "Issuer"
       shall refer instead to the successor Person and not to the Issuer), and
       may exercise every right and power of the Issuer under this Indenture,
       the Notes, the Intercreditor Agreement and the Share Pledges with the
       same effect as if such successor Person had been named as the Issuer
       herein and therein; provided, however, that the predecessor Issuer 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 Issuer'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 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

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       provisions of this Indenture, the Guarantees, the Intercreditor
       Agreement and the Share Pledges 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 Share Pledges 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 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:

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

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

(c)    failure by the Issuer 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;

(d)    failure by the Issuer or any of its Restricted Subsidiaries for 60 days
       after notice to the Issuer 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
       or the Share Pledges;

(e)    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 or any of its Restricted Subsidiaries
       (or the payment of which is guaranteed by the Issuer 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:

       (i)    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

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

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       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 Default or the maturity of which has been
       so accelerated, aggregates (euro)15.0 million or more;

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

(g)    the security interests under any of the Share Pledges 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
       shall be declared invalid or unenforceable or the Issuer or any Affiliate
       of the Issuer shall assert, in any pleading in any court of competent
       jurisdiction that any such security interest is invalid or unenforceable;

(h)    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 Subsidiary Guarantor, or
       any Person acting on behalf of any Subsidiary Guarantor, denies or
       disaffirms its obligations under its Guarantee;

(i)    the Issuer or any of its Restricted Subsidiaries that is a Significant
       Subsidiary, any Subsidiary Guarantor or any group of Restricted
       Subsidiaries of the Issuer 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 (Zahlungsunfahigkeit) or is over indebted
              (Uberschuldet) 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

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              insolvency (Antrag auf Eroffnung eines Insolvenzverfahrens) or
              the board of directors (Geschaftsfuhrung) 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 (Eroffnung des
              Insolvenzverfahrens) or any event occurs with respect to any
              other Relevant Company 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

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

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

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

       (C)    orders the liquidation of the Issuer or any of its Restricted
              Subsidiaries that is a Significant Subsidiary or any group of
              Restricted Subsidiaries of the Issuer 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 (i) or (j) of Section
6.01 hereof, with respect to the Issuer, any Subsidiary Guarantor, any
Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Issuer 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, and subject to the provisions of the
Intercreditor Agreement, 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.

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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 and/or the Security Agent, as applicable, 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 Share Pledges.

The Trustee and/or the Security Agent, as applicable, 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, the Security Agent 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 pursuant to Sections 4.10 or 4.15 hereof);
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 and/or the Security Agent, as
applicable, or exercising any trust or power conferred on it. However, the
Trustee and/or the Security Agent, as applicable, may refuse to follow any
direction that conflicts with law, this Indenture or the Intercreditor
Agreement, that the Trustee and/or the Security Agent, as applicable, determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee or the Security Agent, as applicable, in personal liability
or expenses; provided that the Trustee and/or the Security Agent, as applicable,
may take any other action deemed proper by the Trustee and/or the Security
Agent, as applicable, that is not inconsistent with any such direction. Prior to

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taking any action hereunder, the Trustee and/or the Security Agent, as
applicable, 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 Share Pledges only
if:

(a)    such Holder has previously given the Trustee and the Security Agent
       notice that an Event of Default is continuing;

(b)    Holders of at least 25% in aggregate principal amount of the then
       outstanding Notes have requested the Trustee and/or the Security Agent,
       as applicable, to pursue the remedy;

(c)    such Holder or Holders offers and, if requested, provide to the Trustee
       and/or the Security Agent, as applicable, security or indemnity
       reasonably satisfactory to it against any loss, liability or expense;

(d)    the Trustee and/or the Security Agent, as applicable, does not comply
       with the request within 60 days after receipt of the request and the
       offer of security or indemnity; and

(e)    during such 60-day period, Holders of a majority in aggregate principal
       amount of the then outstanding Notes do not give the Trustee and/or the
       Security Agent, as applicable, 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 this 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 AND/OR SECURITY AGENT.

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If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is
continuing, each of the Trustee and the Security Agent is authorized to recover
judgment in its own name and as trustee of an express trust against the Issuer
and/or any Subsidiary 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, and/or the
Security Agent, as applicable, and their respective agents and counsel.

SECTION 6.09  TRUSTEE AND/OR SECURITY AGENT MAY FILE PROOFS OF CLAIM.

Subject to the terms of the Intercreditor Agreement, the Trustee and/or the
Security Agent, as applicable, 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 and/or the Security Agent, as
applicable (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, and/or the Security Agent, as
applicable, and their respective 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/or the Security Agent, as applicable, and in the event that the
Trustee and/or the Security Agent, as applicable, shall consent to the making of
such payments directly to the Holders, to pay to the Trustee and/or the Security
Agent, as applicable, any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee and/or the Security Agent,
their agents and counsel, and any other amounts due the Trustee and/or the
Security Agent, as applicable, under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee and/or the Security Agent, as applicable, their respective agents and
counsel, and any other amounts due the Trustee and/or the Security Agent, as
applicable, 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 or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee and/or the Security Agent, as applicable, 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 or the Security Agent to vote in respect of
the claim of any Holder in any such proceeding.

SECTION 6.10  PRIORITIES.


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Subject to the Intercreditor Agreement, if the Trustee and/or the Security
Agent, as applicable, collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

First:   to the Trustee and the Security Agent, pro rata, and their respective
         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/or the Security
         Agent, as applicable, 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 or the Security Agent for any action taken or
omitted by it as a Trustee or Security Agent, as applicable, 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 or the Security Agent, 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,
       subject to such rights or powers being qualified, limited or otherwise
       affected by the provisions of any Intercreditor Agreement, 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. However, no provision of this Indenture, any Intercreditor
       Agreement or any Share Pledge shall require the Trustee to do anything
       which, in its reasonable opinion, may be illegal or contrary to
       applicable law or regulation; and the Trustee will not be liable to any
       person if prevented or delayed in performing any of its

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       obligations or discretionary functions under or in connection with this
       Indenture, any Intercreditor Agreement or any Share Pledge by reason of
       any circumstances beyond its control, including, but not limited to,
       acts of God, flood, war (whether declared or undeclared), terrorism,
       fire, riot, embargo, government or regulatory authority or action
       (including any laws, ordinances or regulations) or the like which delay,
       restrict or prohibit the providing of the services contemplated by this
       Indenture.

(b)    Subject to subsection (a) above:

       (i)    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, provided that to the
              extent those duties are qualified, limited or otherwise affected
              by the provisions of any Intercreditor Agreement, the Trustee
              shall be required to perform those duties only as so qualified,
              limited or affected; and

       (ii)   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:

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

       (ii)   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

       (iii)  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, any Intercreditor Agreement or any Share
       Pledge will require the Trustee or the Security Agent to expend or risk
       its own funds or incur any liability. Neither the Trustee nor the
       Security Agent will be under any obligation to exercise any of its rights
       and powers under this Indenture, any Intercreditor Agreement or any Share
       Pledge at the request of

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       any Holders, unless such Holder or Holders, as the case may be, has
       offered to the Trustee or the 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 Issuer. 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 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, any Intercreditor Agreement
       or any Share Pledge.

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

(f)    The Trustee will be under no obligation to exercise any of the rights or
       powers vested in it by this Indenture, any Intercreditor Agreement or any
       Share Pledge at the request or direction of any of the Holders unless
       such Holders have offered to the Trustee indemnity or security
       satisfactory to it 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

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       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
       Issuer or any Subsidiary Guarantor, personally or by agent or attorney
       at the sole expense of the Issuer and 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 Subsidiary 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 from information contained
       therein, including the Issuer'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 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 Subsidiary Guarantor is substituted to make payments on behalf of
       the Issuer pursuant to Article 11, the Issuer and the relevant Subsidiary
       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, the Security Agent and each agent, custodian and
       other Person employed to act hereunder.

(n)    The Trustee may request that the Issuer 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.

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(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.

(p)    The Trustee shall not be required to give any bond or surety in respect
       of the performance of its powers and duties hereunder or under any
       Intercreditor Agreement or Share Pledge.

(q)    The permissive rights of the Trustee to do things enumerated in this
       Indenture, any Intercreditor Agreement or any Share Pledge shall not be
       construed as duties.

(r)    In no event shall the Trustee be responsible or liable under, in
       connection with or pursuant to this Indenture, any Intercreditor
       Agreement or any Share Pledge, or any action or inaction taken or not
       taken in connection therewith, to any person for special, indirect or
       consequential loss or damage of any kind whatsoever (including, but not
       limited to, loss of profit or opportunity) whether or not foreseeable and
       irrespective of whether the Trustee has been advised of the likelihood of
       such loss or damage and regardless of the form of action.

(s)    In the event that the Trustee receives inconsistent or conflicting
       requests and indemnity from two or more Holders of Notes or groups of
       Holders of Notes, each representing less than a majority in aggregate
       principal amount of the Notes then outstanding, each pursuant to the
       provisions of this Indenture, the Trustee, in its sole discretion, may
       determine what action, if any, shall be taken.

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 Issuer or any Affiliate of the
Issuer 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 ss.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, any Guarantee, any Share
Pledge or any Intercreditor Agreement, it shall not be accountable for the
Issuer's use of the proceeds from the Notes or any money paid to the Issuer or
upon the Issuer'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, any Share Pledge, any
Intercreditor Agreement or any other document in

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connection with the sale of the Notes or pursuant to this Indenture, any Share
Pledge or any Intercreditor Agreement 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
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 ss.313(a) as if this
       Indenture were required to be qualified under the TIA (but if no event
       described in TIA ss.313(a) has occurred within the twelve months
       preceding the reporting date, no report need be transmitted). The Trustee
       also will comply with TIA ss.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 ss.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 Issuer and each stock exchange on
       which the Notes are listed in accordance with TIA ss.313(d) as if this
       Indenture were required to be qualified under the TIA. The Issuer 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 Subsidiary 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 Issuer 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 Subsidiary 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

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       administration of the duties of the Trustee or Paying Agents under this
       Indenture, any Intercreditor Agreement and the Share Pledges, including
       the costs and expenses of enforcing this Indenture, any Intercreditor
       Agreement and the Share Pledges against the Issuer and the Subsidiary
       Guarantors (including this Section 7.07) and defending against or
       investigating any claim (whether asserted by the Issuer, the Subsidiary
       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, any Intercreditor Agreement
       and the Share Pledges, 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 Subsidiary 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 Subsidiary 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 its choosing from the Issuer and the Issuer will pay the
       reasonable fees and expenses of such counsel. Neither the Issuer nor any
       Subsidiary 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 Subsidiary 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 Subsidiary 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 render services
       after an Event of Default specified in Section 6.01(i) or (j) 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 Issuer. The Holders of a
       majority in

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       aggregate principal amount of the then outstanding Notes may remove the
       Trustee by so notifying the Trustee and the Issuer in writing. The
       Issuer may remove the Trustee if:

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

       (ii)   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;

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

       (iv)   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 Issuer 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 Issuer.

(d)    If a successor Trustee does not take office within 60 days after the
       retiring Trustee resigns or is removed, the retiring Trustee, the Issuer,
       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.

(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
       and its accession to any Intercreditor Agreement to the retiring Trustee
       and to the Issuer. 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 Issuer'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.

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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
ss.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 Subsidiary Guarantors upon compliance with the conditions set forth below in
this Article 8.

SECTION 8.02  LEGAL DEFEASANCE AND DISCHARGE.

Upon the Issuer's exercise under Section 8.01 hereof of the option applicable to
this Section 8.02, the Issuer and each of the Subsidiary 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 respect to all
outstanding Notes and all obligations of the Subsidiary 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 Subsidiary 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 (i) and (ii) 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 Issuer, shall execute proper
instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder:

(i)    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;

(ii)   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;

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(iii)  the rights, powers, trusts, duties and immunities of the Trustee, and the
       Issuer's and the Subsidiary Guarantors' obligations in connection
       therewith;

(iv)   Section 4.22 hereof; and

(v)    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 Issuer's exercise under Section 8.01 hereof of the option applicable to
this Section 8.03, the Issuer and each of the Subsidiary 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 (iv)
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 Subsidiary
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 Share Pledges will be unaffected thereby. In
addition, upon the Issuer'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 8.04 hereof, Sections 6.01(c) through 6.01(h) 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:

(a)    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

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       Notes to redemption or maturity, as the case may be, and must comply
       with certain other conditions, including delivery to the Trustee of:

       (i)    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

       (ii)   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;

(b)    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);

(c)    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 Issuer or
       any of its Restricted Subsidiaries is a party or by which the Issuer or
       any of its Restricted Subsidiaries is bound;

(d)    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 with the
       intent of defeating, hindering, delaying or defrauding any creditors of
       the Issuer or others; and

(e)    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.

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 Issuer 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,

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but such money need not be segregated from other funds except to the extent
required by law.

The Issuer 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(a) 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, 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 Subsidiary Guarantors' obligations under this Indenture,
the Notes, the Guarantees and the Share Pledges will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as 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.

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ARTICLE 9. AMENDMENT, SUPPLEMENT, WAIVER AND ADDITIONAL INTERCREDITOR AGREEMENTS

SECTION 9.01  WITHOUT CONSENT OF HOLDERS OF NOTES.

Notwithstanding Section 9.02 of this Indenture, the Issuer, the Subsidiary
Guarantors, the Trustee and the Agents may amend or supplement this Indenture,
the Notes, the Guarantees, the Share Pledges or the Intercreditor Agreement
without the consent of any Holder of Notes:

(a)    to cure any ambiguity, defect or inconsistency;

(b)    to provide for uncertificated Notes in addition to or in place of
       certificated Notes;

(c)    to provide for the assumption of the Issuer's or a Subsidiary 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
       Subsidiary Guarantor's assets, as applicable;

(d)    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;

(e)    to conform the text of this Indenture, the Guarantees, the Share Pledges,
       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 May 11,
       2007, 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
       Intercreditor Agreement or the Notes;

(f)    to provide for the issuance of Additional Notes in accordance with the
       limitations set forth in this Indenture as of the date hereof;

(g)    to evidence and provide for the acceptance and appointment of a successor
       trustee;

(h)    to add additional Guarantees with respect to the Notes or to release
       Subsidiary Guarantors from Guarantees as provided by the terms of this
       Indenture;

(i)    to further secure the Notes, to release all or any portion of the
       collateral pursuant to the terms of the Share Pledges or any other
       security agreements, to add to the covenants of the Issuer or any of its
       Subsidiaries for the benefit of the Holders of the Notes or to surrender
       any right or power conferred upon the Issuer or any of its Subsidiaries;
       or

(j)    to allow any Subsidiary Guarantor to execute a supplemental indenture
       and/or a Guarantee with respect to the Notes.

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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 and the Agents (to the extent they are party to such
documents) will join with the Issuer and the Subsidiary Guarantors in the
execution of any amended or supplemental indenture, Note, Guarantee,
Intercreditor Agreement or Share Pledge authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but none of the Trustee or any Agent will be
obligated to enter into such amended or supplemental indenture, Note, Guarantee,
Intercreditor Agreement or Share Pledge that affects its own rights, duties or
immunities under this Indenture, any Intercreditor Agreement, any Share Pledge
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, the Subsidiary Guarantors, the Trustee and the Agents may amend or
supplement this Indenture (including, without limitation, Section 3.09, 4.10 and
4.15 hereof), the Notes, the Guarantees, the Share Pledges and/or the
Intercreditor Agreement 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 Share Pledges and/or the Intercreditor Agreement, 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 Intercreditor Agreement or the Share
Pledges 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):

(a)    reduce the principal amount of Notes whose holders must consent to an
       amendment, supplement or waiver;

(b)    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);

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(c)    reduce the rate of or change the time for payment of interest, including
       default interest, on any Note;

(d)    waive a Default or Event of Default in the payment of principal of, or
       interest or premium, if any, 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);

(e)    make any Note payable in money other than that stated in the Notes;

(f)    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 of, or interest or premium, if any, on, the Notes;

(g)    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);

(h)    release any Subsidiary 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;

(i)    release the security interest granted in favor of the holders of the
       Notes in any of the Share Pledges other than pursuant to the terms of the
       Intercreditor Agreement, the Share Pledges or as otherwise permitted by
       this Indenture; or

(j)    make any change in the preceding amendment and waiver provisions.

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 the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee and
the Agents (to the extent they are party to such documents) will join with the
Issuer and the Subsidiary Guarantors in the execution of such amended or
supplemental indenture, Notes, Guarantees, Intercreditor Agreement or Share
Pledge unless such amended or supplemental indenture, Notes, Guarantees,
Intercreditor Agreement or Share Pledge directly affects the Trustee's or such
Agent's (to the extent such Agent is a party to such documents) own rights,
duties or immunities under this Indenture, any Intercreditor Agreement, Share
Pledge or otherwise, in which case the Trustee or such Agent may in its
discretion, but will not be obligated to, enter into such amended or
supplemental indenture, Notes, Guarantees, Intercreditor Agreement or Share
Pledge.

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,
supplement 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

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such notice, or any defect therein, will not, however, in any way impair or
affect the validity of any such amended or supplemental indenture, Notes,
Guarantees, Intercreditor Agreement, Share Pledge 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 AND AGENTS TO SIGN AMENDMENTS, ETC.

The Trustee and each Agent (to the extent it is a party to such document) will
sign any amended or supplemental indenture, Notes, Guarantees, Intercreditor
Agreement or Share Pledge authorized pursuant to this Article 9 if the amendment
or supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee or such Agent. The Issuer and each Subsidiary
Guarantor may not sign an amended or supplemental indenture until the Board of
Directors of the Issuer or such Subsidiary Guarantor approves it. In executing
any amended or supplemental indenture, Notes, Guarantees, Intercreditor
Agreement or Share Pledge, the Trustee and the Agents 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, Notes, Guarantees, Intercreditor
Agreement or Share Pledge is authorized or permitted by this Indenture.

SECTION 9.06  ADDITIONAL INTERCREDITOR AGREEMENTS

(a)    At the request of the Issuer and without the consent of any Holder of the
       Notes, in connection with the incurrence by the Issuer or any Subsidiary
       Guarantor of any Indebtedness permitted pursuant to this Indenture,
       including any Permitted Refinancing Indebtedness, the Issuer, the
       relevant Subsidiary Guarantors, the Trustee and the Security Agent shall
       allow the holders of such Indebtedness (or their duly authorized
       representatives) to accede to the

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       Intercreditor Agreement (with such related amendments, novations and
       supplements as are required) or shall enter into with such holders (or
       their duly authorized representatives) an intercreditor agreement,
       including a restatement, amendment or other modification of an existing
       Intercreditor Agreement (in either case, an ADDITIONAL INTERCREDITOR
       AGREEMENT), on substantially the same terms as the Intercreditor
       Agreement (or terms not materially less favorable to the Holders of the
       Notes, including the addition of provisions relating to new Indebtedness
       ranking junior in right of payment to the Notes or the Guarantees, as
       applicable), including containing substantially the same terms with
       respect to the priority and enforcement and release of claims and Liens;
       provided that such Additional Intercreditor Agreement will not impose
       any personal obligations on the Trustee or adversely affect the personal
       rights, duties, liabilities or immunities of the Trustee under this
       Indenture or the Intercreditor Agreement.

(b)    In relation to the Intercreditor Agreement or an Additional Intercreditor
       Agreement, the Trustee and the Security Agent shall consent on behalf of
       the Holders of the Notes to the payment, repayment, purchase, repurchase,
       defeasance, acquisition, retirement or redemption of any obligations
       subordinated to the Notes thereby; provided, however, that such
       transaction would comply with Section 4.07

(c)      A copy of the Intercreditor Agreement or an Additional Intercreditor
         Agreement shall be made available for inspection during normal business
         hours on any Business Day upon prior written request at the offices of
         the Trustee and, for so long as any Notes are listed on the Official
         List of the Luxembourg Stock Exchange, at the offices of the paying
         agent in Luxembourg.


                      ARTICLE 10. COLLATERAL AND SECURITY

SECTION 10.01 SHARE PLEDGES.

(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 Subsidiary 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 Share Pledges and the Intercreditor Agreement.

(b)    The security created by the Share Pledges is subject to the Intercreditor
       Agreement.

(c)    Each Holder of Notes, by its acceptance thereof, consents and agrees to
       the terms and conditions and agrees to comply with the terms of this
       Indenture, the Share Pledges, the Original Intercreditor Agreement, and
       any future

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       Intercreditor Agreements permitted by the terms of this Indenture
       (including, without limitation, any 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 the terms
       hereof and authorizes and directs the Security Agent to enter into Share
       Pledges and authorizes and directs the Trustee and the Security Agent to
       enter into the Original Intercreditor Agreement and any future
       Intercreditor Agreement permitted by the terms of this Indenture and to
       perform its or their respective obligations and exercise its or their
       respective rights under these agreements in accordance therewith and
       herewith.

(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
       Share Pledges, to assure and confirm to the Security Agent and/or the
       Trustee that it holds, for the benefit of the Holders, duly created,
       enforceable and perfected Liens as contemplated hereby, by the Share
       Pledges 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 Subsidiary Guarantors will each take, and will cause their
       Subsidiaries to take, upon request of the Security Agent and/or the
       Trustee, any and all actions reasonably required to cause the Share
       Pledges to create and maintain, as security for the Obligations of the
       Issuer and the Subsidiary Guarantors hereunder, a valid and enforceable
       perfected first-priority Lien as to the Share Pledges, in and on the
       Capital Stock of the Pledged Entities in favor of the Security Agent for
       the benefit of the Holders of Notes and the Trustee (on its own behalf
       and on behalf of the Holders of the Notes), superior to and prior to the
       rights of all third Persons and subject to no other Liens other than
       Permitted Liens.

(e)    Neither the Security Agent nor the Trustee nor any of their respective
       officers, directors, employees, attorneys or agents will be responsible
       or liable to the Holders of the Notes or any other person for the
       existence, genuineness, value, adequacy or protection of any property
       securing the Notes, for the legality, enforceability, effectiveness or
       sufficiency of the Share Pledges, for the creation, perfection, priority,
       sufficiency or protection of any Lien, or for any defect or deficiency as
       to any such matters, or for any failure to demand, collect, foreclose or
       realize upon or otherwise enforce any of the Liens or Share Pledges or
       any delay in doing so.

SECTION 10.02 RELEASE OF COLLATERAL.

(a)    Subject to subsections (b) through (d) of this Section 10.02, the Capital
       Stock of the Pledged Entities may be released from the Lien and security
       interest created by the Share Pledges at any time or from time to time in
       accordance with the provisions of this Indenture, the Share Pledges and
       the Intercreditor Agreement.

(b)    In addition, the Share Pledges will be released:

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       (i)    with respect to the Share Pledges of the relevant shares, in
              connection with an Asset Sale of Equity Interests subject to a
              Share Pledge; provided that the Issuer has complied with Section
              4.10;

       (ii)   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; provided such Subsidiary Guarantor has
              complied with Section 5.01;

       (iii)  with respect to any collateral, upon Legal Defeasance under
              Section 8.02 or satisfaction and discharge of the Notes under
              Section 12.01; and

       (iv)   with respect to the Share Pledges of 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, subject to the Intercreditor Agreement, and if
              the proceeds are applied in accordance with the Intercreditor
              Agreement.

              The Security Agent shall: (1) in the case of clause (iii), upon
              such Legal Defeasance or satisfaction and discharge and (2) in the
              case of clauses (i), (ii) and (iv), concurrently upon receiving
              written confirmation from the Issuer, together with an Officer's
              Certificate and Opinions of Counsel in form and substance
              reasonably satisfactory to the Security Agent, 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 Share Pledges, provided that, in the case of clauses (i), (ii)
              and (iv), the Security Agent shall not release its Lien over the
              proceeds of the sale of the asset sold.

(c)    Save pursuant to 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 Share Pledges will be effective
       as against the Holders of Notes.

(d)    The release of any pledged assets from the terms of this Indenture and
       the Share Pledges 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 Share
       Pledges.

SECTION 10.03 [Reserved].

SECTION 10.04 AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE SECURITY AGENT UNDER
              THE SHARE PLEDGES.

(a)    Notwithstanding any provision of this Indenture to the contrary, and
       subject to the provisions of Intercreditor Agreement, the Security Agent
       may only take Enforcement Action under the Share Pledges upon written
       instructions of the Trustee given at the direction of the Holders
       representing more than 25.0% in principal amount of all outstanding
       Notes.

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(b)    Subject to the foregoing and to the provisions of Section 7.01 and 7.02
       hereof, the Security Agent may, in its sole discretion and without the
       consent of the Holders of Notes or the Trustee take and shall take (at
       the direction of the Holders) all actions it deems necessary or
       appropriate in order to:

       (i)    enforce any of the terms of the Share Pledges or the Intercreditor
              Agreement; and

       (ii)   collect and receive any and all amounts payable in respect of the
              Obligations of the Issuer or any Subsidiary Guarantor hereunder
              and distribute such amounts in accordance with the Intercreditor
              Agreement and herewith.

(c)    The Security Agent 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
       Share Pledges, the Intercreditor Agreement or this Indenture, and such
       suits and proceedings as the Security Agent may deem expedient to
       preserve or protect its interests and the interests of the Holders of
       Notes and the Trustee 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, the Trustee or the Security Agent).

SECTION 10.05 AUTHORIZATION OF RECEIPT OF FUNDS BY THE SECURITY AGENT UNDER
              THE SHARE PLEDGES.

The Security Agent is authorized to receive any funds for the benefit of the
Holders of Notes and the Trustee distributed under the Share Pledges or the
Intercreditor Agreement, and to make further distributions of such funds to the
Trustee and 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 Subsidiary Guarantors under this Indenture, the Notes and the
Guarantees, the Security Agent will release, at the request and expense of the
Issuer, the Liens pursuant to this Indenture and the Share Pledges.

SECTION 10.07 APPOINTMENT OF SECURITY AGENT.

The Issuer hereby appoints Deutsche Bank Luxembourg S.A. to act as Security
Agent hereunder. Deutsche Bank Luxembourg S.A. accepts such appointment and is
directed and instructed to enter into the Share Pledges, the Original
Intercreditor Agreement and any other Intercreditor Agreement. The Security
Agent shall have only such duties and responsibilities as are explicitly set
forth herein and in the Share Pledges and the Intercreditor Agreement and no
others and no implied covenants or

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obligations shall be read into this Indenture against the Security Agent;
provided that the Security Agent shall only take action with respect to or
under the Share Pledges and the Intercreditor Agreement in accordance with the
written instructions of the Trustee acting on behalf of the Holders of the
Notes, as required herein, and shall apply any proceeds from the enforcement of
any security, as set forth herein and in the Intercreditor Agreement.
Notwithstanding any other provision herein or in any Intercreditor Agreement or
Share Pledge, no provision of this Indenture, any Intercreditor Agreement or
any Share Pledge shall require the Security Agent to do anything which, in its
reasonable opinion, may be illegal or contrary to applicable law or regulation;
and the Security Agent will not be liable to any person if prevented or delayed
in performing any of its obligations or discretionary functions under or in
connection with this Indenture, any Intercreditor Agreement or any Share Pledge
by reason of any circumstances beyond its control, including, but not limited
to, acts of God, flood, war (whether declared or undeclared), terrorism, fire,
riot, embargo, government or regulatory authority or action (including any
laws, ordinances or regulations) or the like which delay, restrict or prohibit
the providing of the services contemplated by this Indenture. The rights,
privileges, protections, immunities, benefits and limitations on responsibility
and liability provided to (i) the Security Agent in any Intercreditor
Agreement, (ii) the Trustee in this Indenture and (iii) the security agent
under the Original Intercreditor Agreement shall apply to the Security Agent
mutatis mutandis. In addition, the Issuer and the Subsidiary Guarantors hereby,
jointly and severally, agree to indemnify the Security Agent and its officers,
directors, agents and employees 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 Share Pledges and the Intercreditor
Agreement except that the limitations on such indemnity contained in Section
7.07(b) shall not apply and such indemnity shall be limited only to the extent
that any loss, liability or expense of the Security Agent is attributable to
the gross negligence or willful misconduct of the Security Agent. The parties
hereto acknowledge, consent and agree, and each Holder of Notes, by its
acceptance thereof, is deemed to acknowledge, consent and agree, that (i) the
Security Agent is acting as agent only and owes no fiduciary duty to the
Holders of the Notes or any other person and (ii) the Security Agent is a
lender and facility agent under the Senior Facilities and security agent and
intercreditor agent under the Original Intercreditor Agreement.

SECTION 10.08 ENFORCEMENT OF SECURITY

The Trustee and the Holders of the Notes will not be entitled to require the
Security Agent to take any Enforcement Action under the Share Pledges unless the
Guarantees have been declared due and payable and any applicable standstill
periods under any Intercreditor Agreement have expired. Any instruction to the
Security Agent by the Holders of the Notes in respect of enforcement of the
Share Pledges must be given by the Holders of more than 25% of the Notes.

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                             ARTICLE 11. GUARANTEES

SECTION 11.01 GUARANTEE.

(a)    Subject to this Article 11, each of the Subsidiary Guarantors hereby,
       jointly and severally, unconditionally guarantees to each Holder of a
       Note authenticated and delivered by the Trustee and to the Trustee and
       Security Agent and their successors and assigns, irrespective of the
       validity and enforceability of this Indenture, the Notes or the
       obligations of the Issuer hereunder or thereunder, that:

       (i)    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, the Trustee or the Security Agent hereunder
              or thereunder will be promptly paid in full or performed, all in
              accordance with the terms hereof and thereof; and

       (ii)   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 Subsidiary Guarantors will be
       jointly and severally obligated to pay the same immediately upon maturity
       of the Guarantees in accordance with Section 11.01(b) hereof (save, for
       the avoidance of doubt, amounts in respect of fees, expenses and other
       amounts payable to the Trustee or the Security Agent referred to in the
       last sentence of Section 11.01(b), which shall be payable immediately).
       Each Subsidiary Guarantor agrees that this is a guarantee of payment and
       not a guarantee of collection.

(b)    For so long as the Intercreditor Agreement is in effect, no Guarantee may
       be declared due and payable until a Default hereunder occurs and is
       continuing and any waiting periods mandated under the Intercreditor
       Agreement have expired.

       For so long as the Intercreditor Agreement is in effect, no Enforcement
       Action may be taken in respect of any Guarantee until any applicable
       standstill period under the Intercreditor Agreement has expired.

       For the avoidance of doubt, the parties hereto agree and acknowledge that
       the foregoing clause (b) shall not apply to claims under any Guarantee in
       respect of fees, expenses and other amounts payable to the Security Agent
       or the Trustee hereunder or under the Share Pledges or the Intercreditor
       Agreement.

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(c)    The Subsidiary 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,
       the Trustee or the Security Agent 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
       Subsidiary 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 Security Agent or the Trustee is required by any court
       or otherwise to return to the Issuer, the Subsidiary Guarantors or any
       custodian, trustee, liquidator or other similar official acting in
       relation to either the Issuer or the Subsidiary Guarantors, any amount
       paid either to the Security Agent, the Trustee or such Holder, this
       Guarantee, to the extent theretofore discharged, will be reinstated in
       full force and effect.

(e)    Each Subsidiary 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 Subsidiary Guarantor further agrees
       that, as between the Subsidiary Guarantors, on the one hand, and the
       Holders, the Security Agent and the Trustee, on the other hand, (i) 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 (ii) 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 Subsidiary
       Guarantors for the purpose of this Guarantee.

SECTION 11.02 INTERCREDITOR AGREEMENT.

The Guarantees are subject to the Intercreditor Agreement, including without
limitation, the standstill and turnover provisions set forth therein. The
Security Agent and the Trustee, each 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.

SECTION 11.03 LIMITATION ON SUBSIDIARY GUARANTOR LIABILITY.

(a)    General.

       Each Subsidiary 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 Subsidiary Guarantor not constitute a fraudulent
       transfer, a fraudulent

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       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 Subsidiary
       Guarantors hereby irrevocably agree that the obligations of such
       Subsidiary 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 Subsidiary 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
       Subsidiary Guarantor in respect of the obligations of such other
       Subsidiary Guarantor under this Article 11, result in the obligations of
       such Subsidiary 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.

       (i)    Each Holder, by its acceptance of Notes, agrees that the
              enforcement of any Guarantees given pursuant to this Article 11 by
              a German Subsidiary Guarantor (as defined below), and any security
              provided by a German Subsidiary Guarantor pursuant to the Share
              Pledges, 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 beschrankter Haftung -
              GmbH) (a GERMAN SUBSIDIARY GUARANTOR), to the extent that payment
              under that 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, 2006 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:

              (A)    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;

              (B)    Indebtedness incurred by the relevant German Subsidiary
                     Guarantor (or to any direct or indirect Subsidiary of such
                     German Subsidiary Guarantor) and provided by the Issuer or
                     any of its Subsidiaries shall be disregarded if and to the
                     extent such Indebtedness has been provided from funds made

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                     available to a German Subsidiary Guarantor in connection
                     with the terms of this Indenture or the Notes, or are
                     subordinated, or are considered subordinated pursuant to
                     Sec. 32a GmbHG; and

              (C)    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 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 50 days after the date of such
              notification.

       (ii)   Each German Subsidiary Guarantor may at any time request by giving
              written notice to the Security Agent that the amount of the Base
              Net Assets relevant for the purpose of Section 11.03(b) is reduced
              to an amount (Reduced Amount) corresponding to the amount of such
              German Subsidiary Guarantor's actual net assets (to be determined
              as set out in paragraph (i) above), less or plus, as the case may
              be, any decrease or increase to be reasonably expected in the
              course of a period of one month from the date of receipt by the
              Security Agent of the notice (Notice Period). Together with any
              such written request, the relevant German Subsidiary Guarantor
              shall provide the Security Agent with reasonable evidence
              (substantially applying the rules applicable for setting up a
              statement of over-indebtedness (Uberschuldungsstatus)) showing the
              German Subsidiary Guarantor's net assets position (to be
              determined as set out in paragraph (i) above), and shall further
              provide the Security Agent with a written confirmation setting out
              the German Subsidiary Guarantor's net assets as per the end of the
              Notice Period and stating the reasons therefor in reasonable
              detail. Upon the lapse of the Notice Period, the Base Net Assets
              shall be deemed to correspond to the Reduced Amount, unless this
              Indenture has been satisfied and discharged in accordance with its
              provisions and notified the respective German Subsidiary Guarantor
              thereof before the lapse of such Notice Period.

(c)    Limitations for Austrian Subsidiary Guarantors.

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       (i)    Each Subsidiary Guarantor established in Austria (AUSTRIAN
              SUBSIDIARY GUARANTOR) acknowledges that:

              (A)    it will receive valuable direct or indirect benefits as a
                     result of the funds made available in connection with this
                     Indenture;

              (B)    pursuant to clause (iv) below, the Issuer shall pay to each
                     Austrian Subsidiary Guarantor an adequate and arm's length
                     annual fee for granting the guarantee under this Article
                     11;

              (C)    the Security Agent and the Trustee have acted in good faith
                     in connection with the Guarantee given by that Austrian
                     Subsidiary Guarantor and the transactions contemplated by
                     this Indenture and the Notes; and

              (D)    it has not incurred and does not intend to incur debts,
                     including contingent liabilities beyond its ability to pay
                     as they mature.

       (ii)   The liability under this Indenture of each Austrian Subsidiary
              Guarantor established in Austria under this Indenture and pursuant
              to any obligations under the Finance Documents (as defined in the
              agreement governing the Senior Facilities) shall, in addition to
              any other limitations applicable to such Austrian Subsidiary
              Guarantor pursuant to this Indenture, at all times be limited so
              that at no time the total liability of each Austrian Subsidiary
              Guarantor would violate mandatory Austrian capital maintenance
              rules (Kapitalerhaltungsvorschriften) pursuant to Austrian
              corporate law, in particular Section 82 of the Austrian Act on
              Limited Liability Companies (Gesetz uber Gesellschaften mit
              beschrankter Haftung) (GMBHG) and/or Sections 52 and 65 et seq of
              the Austrian Stock Corporation Act (Aktiengesetz) (AKTG). These
              rules have been drafted to cover limited liability companies
              (GmbH) and stock corporations (AG) but not limited partnerships
              such as SGL Carbon GmbH & Co. The reason for this restriction is
              that both partners of the limited partnership themselves are a
              GmbH (SGL Carbon GmbH [FN 109150 s]) and an AG (SGL AG [HRB
              9448]). The limited partner is already obligated under this
              Indenture as Issuer and is already liable for all Notes
              outstanding. Accordingly, no guarantee limitation language for the
              limited partner (SGL Carbon AG) was deemed necessary.

       (iii)  In any case, however, no limitation shall apply to the extent that
              the amounts to be paid by each Austrian Subsidiary Guarantor under
              this Indenture do not exceed:

              (A)    the respective Austrian Subsidiary Guarantor's freely
                     distributable balance sheet profit to the extent not yet
                     distributed to the shareholders of the respective Austrian
                     Subsidiary Guarantor (including retained earnings)
                     (Bilanzgewinn) as defined in ss. 224 (3) lit A no. IV of
                     the Austrian Enterprise Code (Unternehmensgesetzbuch - UGB)
                     as

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                     calculated by reference to the most recent - where
                     applicable audited - financial statements of the
                     respective Austrian Subsidiary Guarantor then available;
                     plus

              (B)    any other amounts which are freely available for
                     distribution to the shareholder(s) of the respective
                     Austrian Subsidiary Guarantor under the GmbHG and the UGB
                     at the time or times payment under or pursuant to the
                     Guarantee granted under this Article 11 is requested from
                     the respective Austrian Subsidiary Guarantor; plus

              (C)    other debts which are discharged by way of applying
                     proceeds from the enforcement of the Guarantee granted
                     under this Article 11 or which in such case enable the
                     respective Austrian Subsidiary Guarantor to effect a
                     unilateral set-off in order to promptly discharge of such
                     debt; plus

              (D)    to the extent applicable, amounts payable by the respective
                     Austrian Subsidiary Guarantor (pari-passu with the
                     respective Austrian Guarantor's obligation under this
                     Indenture) from any amounts on-lent to the respective
                     Austrian Subsidiary Guarantor by the shareholders (provided
                     however that the proceeds resulting from an enforcement of
                     any guarantee granted pursuant to this Article 11 shall
                     discharge the respective Austrian Guarantor from, or enable
                     the respective Austrian Guarantor to effect a unilateral
                     set-off of, a corresponding amount of the obligations that
                     the respective Austrian Guarantor has assumed as a result
                     of the receipt of any such amounts)

       (iv)   In consideration for granting the Guarantee under this Article 11
              (with the exception of any amounts on-lent to the Austrian
              Subsidiary Guarantors) and during such time as such Guarantee
              continues to be outstanding, the Issuer shall pay to each Austrian
              Subsidiary Guarantor an adequate and arm's length annual fee (the
              GUARANTEE FEE). The Guarantee Fee shall amount to 1.5% per annum
              of the liability of any Austrian Subsidiary Guarantor to be
              determined in accordance with the Austrian capital maintenance
              rules (referred to in Section 11.03 (c)(iii)). In any event as a
              prepayment of the Guarantee Fee an amount of (euro)100,000 is to
              be paid annually upfront by the Issuer to the Austrian Subsidiary
              Guarantor (PREPAYMENT OF THE GUARANTEE FEE). Within three months
              of the end of each fiscal year the relevant Austrian Subsidiary
              Guarantor's auditor shall determine the amount of the contingent
              (or actual) liability of such Austrian Subsidiary Guarantor under
              this Guarantee and based upon such figure determine the amount of
              the annual Guarantee Fee. (For the avoidance of doubt any amounts
              on-lent to an Austrian Subsidiary Guarantor shall not be included
              in the calculation basis of the Guarantee Fee.) This amount of the
              contingent (or actual) liability of the Austrian Subsidiary
              Guarantors

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              shall immediately be notified by the Austrian Subsidiary
              Guarantors to the Security Agent and subsequently has to be
              approved by the Security Agent and the Trustee within ten (10)
              Business Days. In case the Security Agent and/or the Trustee have
              reasonable doubts as to the amount of the contingent (or actual)
              liability (as determined by the relevant Austrian Guarantor's
              auditor) the Security Agent and/or the Trustee shall be entitled
              to appoint an independent expert to determine the amount of the
              contingent (or actual) liability of such Austrian Subsidiary
              Guarantor (upon basis of which the Guarantee Fee will be
              calculated). The Issuer, consequently, shall within a period of
              four weeks from the date of the determination of the Guarantee
              Fee issue notes in the nominal amount of the Guarantee Fee less
              the Prepayment of the Guarantee Fee for each fiscal year to the
              Austrian Subsidiary Guarantor. The Austrian Subsidiary Guarantor
              shall be entitled (and the notes shall provide accordingly) in
              its sole discretion to demand payment by the Issuer of any
              amounts outstanding under the notes at any time. However, the
              Guarantee Fee shall not mature and become payable before three
              months from submission of the respective Austrian Subsidiary
              Guarantor's (audited) financial statements to the relevant
              competent court in accordance with Art. 277 UGB.

       (v)    Each Austrian Subsidiary Guarantor hereby represents and warrants
              that the Guarantee Fee and the general corporate benefit to be
              received by such Austrian Subsidiary Guarantor from and in
              connection with entering into this Indenture is of such nature
              that (i) the Austrian Subsidiary Guarantors actually and
              effectively obtain a corporate benefit from entering into this
              Indenture and providing the Guarantee under this Article 11, and
              that (ii) such benefit renders the Guarantee for consideration of
              the Guarantee Fee to be in compliance with the Austrian capital
              maintenance rules (Kapitalerhaltungsvorschriften) and not to
              contravene the prohibition of the return of equity from a company
              to its shareholder (Verbot der Einlagenruckgewahr).

       (vi)   Each Austrian Subsidiary Guarantor herewith confirms with respect
              to itself and considering its obligations under this Section
              11.03, as of the date of this Indenture that:

              (A)    it has satisfied itself using the diligence of a prudent
                     businessman that the creditworthiness of the Issuer is
                     adequate; and

              (B)    it has checked and verified using the diligence of a
                     prudent businessman that on the date hereof it is (or would
                     be) in a financial position to comply with its obligations
                     under this Section 11.03,

              provided that the confirmation given under this paragraph (vi) is
              given as a confirmation for the purpose of Austrian capital
              maintenance rules only and shall not be construed as a directly
              enforceable warranty or

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<PAGE>

              guarantee given by the respective Austrian Subsidiary Guarantor
              on the Issuer's creditworthiness, in excess of the commitment
              made by the respective Austrian Subsidiary Guarantor under this
              Section 11.03.

       (vii)  Each Austrian Subsidiary Guarantor as of the date of this
              Indenture confirms for itself that the Guarantee granted pursuant
              to this Article 11 is being granted in compliance with Austrian
              capital maintenance rules and against adequate consideration for
              the purpose of Austrian capital maintenance rules and that it acts
              in good faith in such respect.

       (viii) Each Austrian Subsidiary 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, respectively, pursuant to Art. 199 of
              the UGB.

       (ix)   The Security Agent shall not enforce any security provided by an
              Austrian Subsidiary Guarantor under this Indenture to the extent
              that such enforcement would result in any personal liability or
              criminal responsibility of any of the managing directors of such
              an Austrian Subsidiary Guarantor.

(d)    Limitations for Spanish Subsidiary Guarantors.

       Any guarantee, indemnity, obligation and liability granted, incurred,
       undertaken, assumed or otherwise agreed by any Subsidiary Guarantor
       incorporated in Spain (a SPANISH SUBSIDIARY GUARANTOR) under this
       Indenture and any security provided pursuant to the terms of this
       Indenture by a Spanish Subsidiary Guarantor shall not include and shall
       not extend to any obligation incurred by the Issuer or any Subsidiary
       Guarantor for the purpose of acquiring or subscribing the shares of such
       Spanish Subsidiary Guarantor or the shares of its direct or indirect
       holding company (and, in the case of a Spanish sociedad de
       responsabilidad limitada, the shares of the companies within its group),
       neither to any indebtedness under the Notes to the extent that the
       granting of such guarantee and indemnity would contravene or be in
       violation of mandatory provisions of Spanish law in respect of financial
       assistance, as specifically contemplated in section 81 of the Spanish
       Royal Decree 1564/1989 dated 22 December 1989 (Ley de Sociedades
       Anonimas) or, as the case may be, section 40.5 of the Spanish Act 2/1995,
       dated 23 March 1995 (Ley de Sociedades de Responsabilidad Limitada)

(e)    Limitations for Polish Subsidiary Guarantors

       Each Holder, by its acceptance of Notes, agrees that the Guarantee and
       any other obligations of each Subsidiary Guarantor incorporated in Poland
       (a POLISH SUBSIDIARY GUARANTOR) assumed under this Indenture and any
       Security provided pursuant to the terms of this Indenture by such Polish
       Subsidiary Guarantor shall not include and shall not extend to any amount
       of the proceeds of the Notes utilized in breach of Article 345 ss. 1 of
       Polish Commercial Company Code (Kodeks Spotek Handlowych) to finance,
       directly or indirectly,

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<PAGE>

       the acquisition of or subscription for shares in such Polish Subsidiary
       Guarantor.

(f)    Limitations for Dutch Subsidiary Guarantors

       Each Holder agrees that the obligations of a Subsidiary Guarantor
       incorporated and existing under the laws of the Netherlands under or
       pursuant to this Indenture shall be deemed not to be undertaken or
       incurred to the extent that the same would (i) constitute unlawful
       financial assistance prohibited pursuant to section 207 (c) Book 2 of the
       Dutch Civil Code or (ii) be deemed ultra vires within the meaning of
       section 7 Book 2 of the Dutch Civil Code.

(g)    Limitations for U.S. Subsidiary Guarantors

       Notwithstanding anything to the contrary in this Article 11, the maximum
       aggregate amount recoverable from any Subsidiary Guarantor incorporated
       under the laws of a state of the United States (a U.S. SUBSIDIARY
       GUARANTOR) under this Article 11 shall in no event exceed an amount equal
       to the largest amount that would not render such U.S. Subsidiary
       Guarantor's obligations under this Article 11 subject to avoidance under
       any applicable U.S. Federal or State fraudulent obligation, transfer or
       conveyance law, including Section 548 of the U.S. Bankruptcy Code.

SECTION 11.04 EXECUTION AND DELIVERY OF GUARANTEE.

Each Subsidiary 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 no longer holds that office
at the time the Trustee authenticates the Note, 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 Subsidiary Guarantors.

SECTION 11.05 RELEASES.

The Guarantee of a Subsidiary Guarantor will be released:

(i)    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; provided that the applicable requirements set forth in the
       Intercreditor Agreement are complied with;

(ii)   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 or a Restricted Subsidiary

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<PAGE>


       of the Issuer, if the sale or other disposition (and the application of
       the proceeds thereof) does not violate Section 4.10;

(iii)  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 or a Restricted
       Subsidiary of the Issuer, if the sale or other disposition (and the
       application of the proceeds thereof) does not violate Section 4.10;

(iv)   if the Issuer designates such Subsidiary Guarantor to be an Unrestricted
       Subsidiary in accordance with the Section 4.21; or

(v)    upon Legal Defeasance under Section 8.02 or satisfaction and discharge of
       the Notes under Section 12.01.


                     ARTICLE 12. SATISFACTION AND DISCHARGE

SECTION 12.01 SATISFACTION AND DISCHARGE.

This Indenture, the Share Pledges and the rights, duties and obligations of the
Trustee, the Security Agent and the Holders under the Intercreditor Agreement
will be discharged and will cease to be of further effect (except as to
surviving rights of conversion or transfer or exchange of the Notes pursuant to
Sections 2.06 and 2.07 hereof) as to all Notes issued thereunder, when:

(a)    either:

       (i)    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 the Issuer have been delivered to the Trustee for
              cancellation; or

       (ii)   all Notes that have not been delivered to the Trustee for
              cancellation (A) have become due and payable by reason of the
              mailing of a notice of redemption or otherwise, (B) will become
              due and payable at their date of maturity within one year or (C)
              are to be called for redemption within one year under arrangements
              reasonably satisfactory to the trustee for the giving of notice of
              redemption by the trustee in the name, and at the expense, of the
              Issuer;

(b)    the Issuer or any Subsidiary Guarantor has irrevocably deposited or
       caused to be deposited with the Trustee, as trust funds in trust solely
       for the benefit of the Holders of the Notes, cash in euros,
       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 without consideration of any reinvestment of interest) to pay
       and discharge the entire Indebtedness on the Notes not previously
       delivered to the Trustee for cancellation, for principal, premium, if
       any, and accrued interest to the date of deposit (in the case of

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<PAGE>

       Notes that have become due and payable other than by reason of a call
       for redemption) or to the date of maturity or redemption, as the case
       may be;

(c)    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
       Subsidiary Guarantor is a party or by which the Issuer or any Subsidiary
       Guarantor is bound;

(d)    the Issuer or any Subsidiary Guarantor has paid or caused to be paid all
       other sums payable by it under this Indenture;

(e)    the Issuer has delivered irrevocable instructions to the Trustee under
       this Indenture to apply the deposited money toward the payment of the
       Notes issued thereunder at the date of deposit (in the case of Notes that
       have become due and payable other than by reason of a call for
       redemption), or to the date of maturity or redemption, as the case may
       be; and

(f)    the Issuer has delivered to the Trustee and the Security Agent an
       Officers' Certificate and an Opinion of Counsel, each to the effect that
       all conditions precedent under this Article 12 relating to the
       satisfaction and discharge of this Indenture have been complied with,
       provided that any such counsel may rely on any Officers' certificate as
       to matters of fact (including as to compliance with the foregoing clauses
       (a), (b), (c), (d) and (e)).

Notwithstanding the satisfaction and discharge of this Indenture, if money has
been deposited with the Trustee pursuant to sub-clause (ii) of clause (a) 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 (including, for the avoidance of
doubt, those provisions of Section 7.07 made applicable for the benefit of the
Security Agent pursuant to Section 10.07).

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 Issuer
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest 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 Subsidiary Guarantor's obligations under this Indenture and the
Notes shall be

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<PAGE>


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,
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 Subsidiary 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 Subsidiary Guarantor:

       SGL CARBON Aktiengesellschaft
       Rheinganstrasse 182
       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
       60322 Frankfurt am Main
       Germany
       Facsimile No.: +49 69 9711 1100
       Attention: Stephan Hutter

       If to the Trustee:

       The Bank of New York
       One Canada Square

       London E14 5AL
       United Kingdom
       Facsimile No.: +44 207 964 2536
       Attention: Corporate Trust Administration

       If to the Security Agent:

       Deutsche Bank Luxembourg S.A.
       International Loans & Agency Services
       2 Bld. Konrad Adenauer
       1115 Luxembourg

                                      114

<PAGE>


       Luxembourg
       Fax: 00352 42 1 22 95771
       email: faxeingang.doc@db.com

       If to the Registrar, Luxembourg Listing Agent, Luxembourg Paying
       Agent, and Luxembourg Transfer Agent:

       Deutsche Bank Luxembourg S.A.
       Coupon paying department
       2 Bld. Konrad Adenauer
       1115 Luxembourg
       Luxembourg
       Fax 00352 47 31 36
       email. peter.dickinson@db.com

       If to the Principal Paying Agent and Transfer Agent:

       Deutsche Bank AG, London Branch
       Winchester House
       1 Great Winchester Street
       London EC2N 2DB
       United Kingdom
       Facsimile No.: +44 20 7547 6149
       Attention: Trusts and Securities Services

Any party hereto, 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 (i) if
Global Notes are outstanding, published in a leading newspaper having a general
circulation in Germany or the United Kingdom (which is expected to be The
Financial Times) or (ii) 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 Official List 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 Issuer, 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 shall be in the English language.

                                      115

<PAGE>


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 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.

SECTION 13.02 DEPARTMENTALIZATION.

Notwithstanding that the Trustee or any Agent may execute the Indenture acting
in several capacities, in acting as Trustee or Agent, as applicable, the Trustee
and the Agents shall be treated as acting through their respective agency
division which shall be treated as a separate entity from their other divisions
and departments. Any information received or acquired by the Trustee or, as the
case may be, any Agent which, in its opinion, is received or acquired by some
other division or department or otherwise than in its capacity as the Trustee
or, as the case may be, such Agent may be treated as confidential by the Trustee
or, as the case may be, such Agent and will not be treated as information
possessed by the Trustee or, as the case may be, such Agent in its capacity as
such.

SECTION 13.03 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 or pursuant to this Indenture, any Intercreditor
Agreement or any Share Pledge, the Issuer shall furnish to the Trustee or the
Security Agent, as applicable:

(a)    an Officers' Certificate in form and substance reasonably satisfactory to
       the Trustee or the Security Agent, as applicable, (which must include the
       statements set forth in Section 13.04 hereof) stating that, in the
       opinion of the signers, all conditions precedent and covenants, if any,
       provided for in this Indenture, the Intercreditor Agreement and/or the
       Share Pledge, as applicable, relating to the proposed action have been
       satisfied; and

(b)    an Opinion of Counsel in form and substance reasonably satisfactory to
       the Trustee or the Security Agent, as applicable, (which must include the

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<PAGE>


       statements set forth in Section 13.04 hereof) stating that, in the
       opinion of such counsel, all such conditions precedent and covenants have
       been satisfied.

SECTION 13.04 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture, the Intercreditor Agreement and/or the
Share Pledge, as applicable, must include:

(a)    a statement that the Person making such certificate or opinion has read
       such covenant or condition;

(b)    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;

(c)    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

(d)    a statement as to whether or not, in the opinion of such Person, such
       condition or covenant has been satisfied.

SECTION 13.05 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 13.06 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
              AND STOCKHOLDERS.

No director, officer, employee, incorporator or stockholder of the Issuer or any
Subsidiary Guarantor, as such, will have any liability for any obligations of
the Issuer or any Subsidiary Guarantor under the Notes, this Indenture, the
Guarantees, the Intercreditor Agreement or the Share Pledges 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.

SECTION 13.07 JUDGMENT CURRENCY.

The Issuer and each Subsidiary Guarantor, jointly and severally, will agree to
indemnify the Holders, the Trustee and the Security Agent against any loss
incurred, as incurred, as a result of any judgment or award in connection with
the Notes, Indenture, the Guarantees and the Share Pledges 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

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<PAGE>


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 Subsidiary 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 13.08 PRESCRIPTION.

Claims against the Issuer and the Subsidiary 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 Subsidiary
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 13.09 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 13.10 CONSENT TO JURISDICTION.

All judicial proceedings brought against the parties hereto arising out of or
relating to this Indenture or 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 Indenture 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 13.01; 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.

SECTION 13.11 SERVICE OF PROCESS IN NEW YORK.

The parties (other than the The Bank of New York, Deutsche Bank AG, London
Branch, and Deutsche Bank Luxembourg S.A.) 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 such parties arising out of or relating to this
Indenture or 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

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<PAGE>


proceeding. Each of the parties (other than the The Bank of New York, Deutsche
Bank AG, London Branch, and Deutsche Bank Luxembourg S.A.) 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 May 16, 2015 (or
earlier, if the Notes are prepaid in full).

SECTION 13.12 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 13.12 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 13.13 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Issuer or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.14 SUCCESSORS.

All agreements of the Issuer 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 Subsidiary Guarantor in this Indenture will
bind its successors, except as otherwise provided herein.

SECTION 13.15 SEVERABILITY.


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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 13.16 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 13.17 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.

                                      120


<PAGE>


(Signatures on following page)


                                      121


<PAGE>


SIGNATURES

Dated as of May 16, 2007

SGL CARBON AKTIENGESELLSCHAFT


By:  _________________________
     Name:
     Title:


By:  _________________________
     Name:
     Title:


SGL CARBON GMBH (GERMANY)


By: _________________________
    Name:
    Title:


SGL CARBON BETEILIGUNGS GMBH


By:_________________________
   Name:
   Title:


                                      122

<PAGE>


SGL TECHNOLOGIES GMBH


By:_________________________
   Name:
   Title:


SGL BRAKES GMBH


By:_________________________
   Name:
   Title:


SGL CARBON GMBH & CO. KG


SGL CARBON GMBH (AUSTRIA)


By:_________________________
   Name:
   Title:




                                      123

<PAGE>


SGL CARBON HOLDINGS B.V.


By:_________________________
   Name:
   Title:


SGL CARBON POLSKA S.A.


By:_________________________
   Name:
   Title:


SGL CARBON LLC


By:_________________________
     Name:
     Title:


SGL CARBON S.A


By: _________________________
    Name
    Title:


SGL TECHNIC LTD.


By:_________________________
   Name:
   Title:


                                      124


<PAGE>


THE BANK OF NEW YORK
AS TRUSTEE AND CALCULATION AGENT


By:_________________________
   Name:
   Title:



                                      125


<PAGE>


DEUTSCHE BANK AG, LONDON BRANCH,
AS PRINCIPAL PAYING AGENT, TRANSFER
AGENT AND COMMON DEPOSITARY


By:_________________________
   Name:
   Title:



                                      126


<PAGE>


DEUTSCHE BANK LUXEMBOURG S.A.
AS SECURITY AGENT, REGISTRAR,
LUXEMBOURG LISTING AGENT,
LUXEMBOURG PAYING AGENT AND
LUXEMBOURG TRANSFER AGENT


By:_________________________
   Name:
   Title:



                                      127


<PAGE>

                                   EXHIBIT B

                               FORM OF GLOBAL NOTE






                                      128

<PAGE>

                                   EXHIBIT C

                       FORM OF DEFINITIVE REGISTERED NOTE






                                      129

<PAGE>


                                   EXHIBIT D

                        FORM OF CERTIFICATE OF TRANSFER




                                      130

<PAGE>


                                   EXHIBIT E

                         FORM OF CERTIFICATE OF EXCHANGE




                                      131

<PAGE>




                                   EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS






                                      132


<PAGE>
                                   EXHIBIT A

                              FORM OF GLOBAL NOTE

                                 [FACE OF NOTE]

THIS SENIOR FLOATING RATE NOTE DUE 2015 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 JUNE 25, 2007, 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 AND (B) IN COMPLIANCE WITH ALL APPLICABLE LAWS OF ANY
OTHER JURISDICTION. AFTER JUNE 25, 2007, 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 THAT IT WILL DELIVER
TO EACH PURCHASER OF THIS NOTE OR BOOK-ENTRY INTERESTS HEREIN A NOTICE
SUBSTANTIALLY TO THE EFFECT THEREOF.

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(l) OF THE INDENTURE TO THE
REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.

                          SGL CARBON AKTIENGESELLSCHAFT

                       SENIOR FLOATING RATE NOTE DUE 2015
                     GUARANTEED BY THE SUBSIDIARY GUARANTORS
                          (AS DEFINED IN THE INDENTURE)

                  Common Code:               029988854
                  ISIN:                      XS0299888544
No. G-                                       (euro)
                  Issue Date:                May 16, 2007



<PAGE>


SGL CARBON Aktiengesellschaft, a stock corporation incorporated under the laws
of Germany (the ISSUER), for value received, promises to pay to _______________
or registered assigns, the principal sum of _______________ euro ((euro)_____)
on May 16, 2015.

Regular Interest Payment Dates:  February 15, May 15, August 15 and November 15

Regular Record Dates:  February 1, May 1, August 1 and November 1

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.



                                       2

<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 AKTIENGESELLSCHAFT
                          AS ISSUER
                          By:      _________________________
                          Name:
                          Title:

                          By:      _________________________
                          Name:
                          Title:



                                       3


<PAGE>


                     (Form of Certificate of Authentication)

This is one of the Senior Floating Rate Notes due 2015 described in the
within-mentioned Indenture.

Dated: __________

                          THE BANK OF NEW YORK
                          AS TRUSTEE
                          By:      _________________________
                                   (Authorized Signatory)





                                       4


<PAGE>


                             [REVERSE SIDE OF NOTE]

                          SGL CARBON AKTIENGESELLSCHAFT

                       SENIOR FLOATING RATE NOTE DUE 2015
                     GUARANTEED BY THE SUBSIDIARY GUARANTORS

Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

(a)    INTEREST. SGL CARBON Aktiengesellschaft, a stock corporation incorporated
       under the laws of Germany (the ISSUER), promises to pay interest on the
       principal amount of this Note at the rate and in the manner specified
       below. The Senior Floating Rate Notes will bear interest at a rate per
       annum (the APPLICABLE RATE), reset quarterly, equal to EURIBOR plus
       1.25%, as determined by the calculation agent (the CALCULATION AGENT),
       which shall initially be The Bank of New York. The Issuer will pay
       interest quarterly in arrears on February 15, May 15, August 15 and
       November 15 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 August 15, 2007. 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.

       DETERMINATION DATE, with respect to an Interest Period, will be the day
       that is two TARGET Settlement Days preceding the first day of such
       Interest Period.

       EURIBOR, with respect to an Interest Period, will be the rate (expressed
       as a percentage per annum) for deposits in euros for a three-month period
       beginning on the day that is two TARGET Settlement Days after the
       Determination Date that appears on page EURIBOR 01 as of 11:00 a.m.
       Brussels time, on the Determination Date. If page EURIBOR 01 does not
       include such a rate or is unavailable on a Determination Date, the
       Calculation Agent will request the principal London office of each of
       four major banks in the Euro-zone inter-bank market, as selected by the
       Calculation Agent, to provide such bank's offered quotation (expressed as
       a percentage per annum) as of approximately 11:00 a.m., Brussels time, on
       such Determination Date, to prime banks in the Euro-zone inter-bank
       market for deposits in a Representative Amount in euros for a three month
       period beginning on the day

                                       5

<PAGE>

       that is two TARGET Settlement Days after the Determination Date. If at
       least two such offered quotations are so provided, the rate for the
       Interest Period will be the arithmetic mean of such quotations. If fewer
       than two such quotations are so provided, the Calculation Agent will
       request each of three major banks in London, as selected by the
       Calculation Agent, to provide such bank's rate (expressed as a
       percentage per annum), as of approximately 11:00 a.m., London time, on
       such Determination Date, for loans in a Representative Amount in euros
       to leading European banks for a three-month period beginning on the day
       that is two TARGET Settlement Days after the Determination Date. If at
       least two such rates are so provided, the rate for the Interest Period
       will be the arithmetic mean of such rates. If fewer than two such rates
       are so provided then the rate for the Interest Period will be the rate
       in effect with respect to the immediately preceding Interest Period.

       EURO-ZONE means the region comprised of member states of the European
       Union that adopt the euro.

       INTEREST PERIOD means the period commencing on and including a Regular
       Interest Payment Date and ending on and including the day immediately
       preceding the next succeeding Regular Interest Payment Date, with the
       exception that the first Interest Period shall commence on and include
       the Issue Date and end on and include August 14, 2007.

       REPRESENTATIVE AMOUNT means the greater of (i) (euro)1,000,000 and (ii)
       an amount that is representative for a single transaction in the relevant
       market at the relevant time.

       TARGET SETTLEMENT DAY means any day on which the Trans European Automated
       Real-Time Gross Settlement Express Transfer (TARGET) System is open.

       PAGE EURIBOR 01 means the display page so designated on Reuters (or such
       other page as may replace that page on that service, or such other
       service as may be nominated as the information vendor).

       The Calculation Agent shall, as soon as practicable after 11:00 a.m.
       (Brussels time) on each Determination Date, determine the Applicable Rate
       and calculate the aggregate amount of interest payable in respect of the
       following Interest Period (the INTEREST AMOUNT). The Interest Amount
       shall be calculated by applying the Applicable Rate to the principal
       amount of each Note outstanding at the commencement of the Interest
       Period, multiplying each such amount by the actual number of days in the
       Interest Period concerned divided by 360 and rounding the resultant
       figure to the nearest euro-cent (with one-half euro cent being rounded
       upward). The determination of the Applicable Rate and the Interest Amount
       by the Calculation Agent shall, in the absence of willful default, bad
       faith or manifest error, be final and binding on all parties. In no event
       will the rate of interest on the Notes be higher than the maximum rate
       permitted by applicable law.

                                       6

<PAGE>


(b)    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.

(c)    PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank AG, London Branch
       will act as Principal Paying Agent and Deutsche Bank Luxembourg S.A. will
       act as Registrar and Luxembourg Paying Agent. 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.

(d)    INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes under an
       Indenture dated as of May 16, 2007 (as amended or supplemented from time
       to time, the INDENTURE) between, inter alia, the Issuer, 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 Subsidiary Guarantors. The Guarantees and the Share Pledges are
       subject to the Intercreditor Agreement. Each Holder by its acceptance of
       Notes acknowledges and agrees to the terms of the Intercreditor Agreement
       and the Share Pledges.

(e)    OPTIONAL REDEMPTION. The Issuer will not have the option to redeem the
       Notes prior to May 16, 2008. On or after May 16, 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 May 16, 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:

                                       7

<PAGE>


       YEAR                                                    PERCENTAGE
       ------------------------------------------------------- -----------------
       2008                                                    102.0%
       2009                                                    101.0%
       2010 and thereafter                                     100.0%

       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.

(f)    MANDATORY REDEMPTION. The Issuer is not required to make mandatory
       redemption or sinking fund payments with respect to the Notes.

(g)    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 with
       Section 13.01 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:

       (i)    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

       (ii)   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

                                       8

<PAGE>

       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 (i) 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 there has been such change or
       amendment which would entitle the Issuer or successor entity to redeem
       the Notes hereunder and (ii) an Officer's Certificate stating that the
       Issuer or successor entity cannot avoid any obligation to pay Additional
       Amounts taking reasonable measures available to it. 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 November 26-27, 2000 on the taxation of
       savings income or any law implementing or complying with, or introduced
       in order to conform to, such Directive.

(h)    REPURCHASE AT THE OPTION OF HOLDER.

       (i)    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 (euro)50,000 or an integral
              multiple of (euro)1,000 in excess thereof) 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.

       (ii)   If Issuer or a Restricted Subsidiary of the Issuer consummates any
              Asset Sales, within five days of each date on which the aggregate
              amount of Excess Proceeds exceeds (euro)20.0 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

                                       9

<PAGE>


              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 Issuer (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 Issuer 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.

(i)    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 minimum
       denominations of (euro)50,000 or larger integral multiples of (euro)1,000
       in excess thereof may be redeemed in part but only in whole multiples of
       (euro)1,000, provided that no Notes of (euro)50,000 or less can be
       redeemed in part, unless all of the Notes held by a Holder are to be
       redeemed.

(j)    DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
       without coupons in denominations of (euro)50,000 and integral multiples
       of (euro)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.

(k)    PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as
       its owner for all purposes.

(l)    AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
       Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the
       Share Pledges 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

                                      10

<PAGE>


       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, the Notes, the Guarantees, any
       Intercreditor Agreement and the Share Pledges 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 Issuer's or a Subsidiary
       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 conform the text of the Indenture, the Guarantees, the Share
       Pledges, 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 May 11,
       2007, 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
       Original Intercreditor Agreement or the Notes; to provide for the
       issuance of Additional Notes in accordance with the limitations set
       forth in the Indenture; to evidence and provide for the acceptance and
       appointment of a successor trustee; to add additional Guarantees with
       respect to the Notes or to release Subsidiary Guarantors from Subsidiary
       Guarantees as provided by the terms of the Indenture; to further secure
       the Notes, to release all or any portion of the collateral pursuant to
       the terms of the Share Pledges or any other security agreements; to add
       to the covenants of the Issuer or any of its Subsidiaries for the
       benefit of the Holders of the Notes or to surrender any right or power
       conferred upon the Issuer or any of its Subsidiaries; or to allow any
       Subsidiary Guarantor to execute a supplemental indenture.

(m)    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 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 or any of its
       Restricted Subsidiaries for 60 days after notice to the Issuer 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 or the Share Pledges; (v) default
       under certain other agreements relating to Indebtedness of the Issuer or
       any of its Restricted Subsidiaries 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 or any of its Restricted Subsidiaries that is
       a Significant Subsidiary or any group of Restricted Subsidiaries that,
       taken together, would

                                      11

<PAGE>

       constitute a Significant Subsidiary; and (viii) the security interest
       under any of the Share Pledges 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 under the Indenture or under any of the Share Pledges shall be
       declared invalid or unenforceable or the Issuer or any Affiliate of the
       Issuer shall assert, in any pleading in any court of competent
       jurisdiction that any such security interest is invalid or
       unenforceable. Subject to the provisions of the Intercreditor Agreement,
       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 and the Intercreditor
       Agreement. Subject to certain limitations, Holders of 25% in aggregate
       principal amount of the then outstanding Notes may direct the Trustee
       and/or the Security Agent 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.

(n)    TRUSTEE DEALINGS WITH ISSUER. 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 or its Affiliates, and may
       otherwise deal with the Issuer or its Affiliates, as if it were not the
       Trustee or the Security Agent.

(o)    NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator
       or stockholder of the Issuer or any Subsidiary Guarantor, as such, will
       have any liability for any obligations of the Issuer or any Subsidiary
       Guarantor under the Notes, the Indenture, the Guarantees or the Share
       Pledges 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.

(p)    AUTHENTICATION. This Note will not be valid until authenticated by the
       manual signature of the Trustee or an authenticating agent.

                                      12

<PAGE>


(q)    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).

(r)    ISIN AND COMMON CODE NUMBERS. Pursuant to a recommendation promulgated by
       the Committee on Uniform Security Identification Procedures, the Issuer
       has caused ISIN and Common Code numbers to be printed on the Notes, and
       the Trustee may use ISIN and Common Code 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.

(s)    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 Issuer will furnish to any Holder upon written request and without charge a
copy of the Indenture. Requests may be made to:

SGL CARBON Aktiengesellschaft
Rheinganstrasse 182
65203 Wiesbaden
Germany
Attention: Office of the General Counsel




                                      13

<PAGE>

                          SCHEDULE OF PRINCIPAL AMOUNT
                     OF INDEBTEDNESS EVIDENCED BY THIS NOTE

The initial principal amount of indebtedness evidenced by this Note shall be
(euro)_____. The following decreases/increases in the principal amount of
indebtedness evidenced by this Note have been made:

<TABLE>
<CAPTION>
                                                                  TOTAL PRINCIPAL
                                                                     AMOUNT OF
                          DECREASE IN         INCREASE IN          INDEBTEDNESS        NOTATION MADE BY
                       PRINCIPAL AMOUNT     PRINCIPAL AMOUNT    EVIDENCED FOLLOWING    OR ON BEHALF OF
 DATE OF DECREASE/      OF INDEBTEDNESS     OF INDEBTEDNESS            SUCH            BOOK-ENTRY AGENT
      INCREASE             EVIDENCED           EVIDENCED         DECREASE/INCREASE       OR REGISTRAR
--------------------- -------------------- ------------------- ---------------------- -------------------
                             (euro)              (euro)                (euro)

<S>                            <C>                 <C>                   <C>                    <C>


</TABLE>



                                      14


<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): (euro)_____


Date: ____________________                   Your Signature:


                                             ----------------------
                                             (Sign exactly as your name
                                             appears on the other side
                                             of this Note)

                                             Signature Guarantee*:

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




--------------------------------------------------------------------------------
*   Participant in a recognized signature Medallion Program (or other
    signature guarantor acceptable to the Principal Paying Agent.


                                      15


<PAGE>

                                   EXHIBIT B

                       FORM OF DEFINITIVE REGISTERED NOTE

                                 [FACE OF NOTE]

THIS SENIOR FLOATING RATE NOTE DUE 2015 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 JUNE 25, 2007, 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 AND (B) IN COMPLIANCE WITH ALL APPLICABLE LAWS OF ANY
OTHER JURISDICTION. AFTER JUNE 25, 2007, 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 THAT IT WILL DELIVER
TO EACH PURCHASER OF THIS NOTE OR BOOK-ENTRY INTERESTS HEREIN A NOTICE
SUBSTANTIALLY TO THE EFFECT THEREOF.

                          SGL CARBON AKTIENGESELLSCHAFT

                       Senior Floating Rate Note Due 2015
                     GUARANTEED BY THE SUBSIDIARY GUARANTORS
                          (AS DEFINED IN THE INDENTURE)

                  Common Code:               029988854
                  ISIN:                      XS0299888544
No. D-                                       (euro)
                  Issue Date:                May 16, 2007


SGL CARBON Aktiengesellschaft, a stock corporation incorporated under the laws
of Germany (the ISSUER), for value received, promises to pay to __________ or
registered assigns, the principal sum of __________ euro ((euro)_____ ) on May
16, 2015.

Regular Interest Payment Dates:   February 15, May 15, August 15 and November 15

Regular Record Dates:             February 1, May 1, August 1 and November 1



                                      16


<PAGE>

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.



                                      17


<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 AKTIENGESELLSCHAFT
                          AS ISSUER

                          By:      _________________________
                          Name:
                          Title:

                          By:      _________________________
                          Name:
                          Title:





                                      18


<PAGE>


                     (Form of Certificate of Authentication)

This is one of the Senior Floating Rate Notes due 2015 described in the
within-mentioned Indenture.

Dated: __________

                          THE BANK OF NEW YORK
                          AS TRUSTEE

                          By:      _________________________
                                   (Authorized Signatory)



                                      19

<PAGE>


                             [REVERSE SIDE OF NOTE]

                          SGL CARBON AKTIENGESELLSCHAFT

                       SENIOR FLOATING RATE NOTE DUE 2015
                     GUARANTEED BY THE SUBSIDIARY GUARANTORS

Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

(a)    INTEREST. SGL CARBON Aktiengesellschaft, a stock corporation incorporated
       under the laws of Germany (the ISSUER), promises to pay interest on the
       principal amount of this Note at the rate and in the manner specified
       below. The Senior Floating Rate Notes will bear interest at a rate per
       annum (the APPLICABLE RATE), reset quarterly, equal to EURIBOR plus
       1.25%, as determined by the calculation agent (the CALCULATION AGENT),
       which shall initially be The Bank of New York. The Issuer will pay
       interest quarterly in arrears on February 15, May 15, August 15 and
       November 15 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 August 15, 2007. 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.

       DETERMINATION DATE, with respect to an Interest Period, will be the day
       that is two TARGET Settlement Days preceding the first day of such
       Interest Period.

       EURIBOR, with respect to an Interest Period, will be the rate (expressed
       as a percentage per annum) for deposits in euros for a three-month period
       beginning on the day that is two TARGET Settlement Days after the
       Determination Date that appears on page EURIBOR 01 as of 11:00 a.m.
       Brussels time, on the Determination Date. If page EURIBOR 01 does not
       include such a rate or is unavailable on a Determination Date, the
       Calculation Agent will request the principal London office of each of
       four major banks in the Euro-zone inter-bank market, as selected by the
       Calculation Agent, to provide such bank's offered quotation (expressed as
       a percentage per annum) as of approximately 11:00 a.m., Brussels time, on
       such Determination Date, to prime banks in the Euro-zone inter-bank
       market for deposits in a Representative Amount in euros for a three month
       period beginning on the day

                                      20

<PAGE>

       that is two TARGET Settlement Days after the Determination Date. If at
       least two such offered quotations are so provided, the rate for the
       Interest Period will be the arithmetic mean of such quotations. If fewer
       than two such quotations are so provided, the Calculation Agent will
       request each of three major banks in London, as selected by the
       Calculation Agent, to provide such bank's rate (expressed as a
       percentage per annum), as of approximately 11:00 a.m., London time, on
       such Determination Date, for loans in a Representative Amount in euros
       to leading European banks for a three-month period beginning on the day
       that is two TARGET Settlement Days after the Determination Date. If at
       least two such rates are so provided, the rate for the Interest Period
       will be the arithmetic mean of such rates. If fewer than two such rates
       are so provided then the rate for the Interest Period will be the rate
       in effect with respect to the immediately preceding Interest Period.

       EURO-ZONE means the region comprised of member states of the European
       Union that adopt the euro.

       INTEREST PERIOD means the period commencing on and including a Regular
       Interest Payment Date and ending on and including the day immediately
       preceding the next succeeding Regular Interest Payment Date, with the
       exception that the first Interest Period shall commence on and include
       the Issue Date and end on and include August 14, 2007.

       REPRESENTATIVE AMOUNT means the greater of (i) (euro)1,000,000 and (ii)
       an amount that is representative for a single transaction in the relevant
       market at the relevant time.

       TARGET SETTLEMENT DAY means any day on which the Trans European Automated
       Real-Time Gross Settlement Express Transfer (TARGET) System is open.

       PAGE EURIBOR 01 means the display page so designated on Reuters (or such
       other page as may replace that page on that service, or such other
       service as may be nominated as the information vendor).

       The Calculation Agent shall, as soon as practicable after 11:00 a.m.
       (Brussels time) on each Determination Date, determine the Applicable Rate
       and calculate the aggregate amount of interest payable in respect of the
       following Interest Period (the INTEREST AMOUNT). The Interest Amount
       shall be calculated by applying the Applicable Rate to the principal
       amount of each Note outstanding at the commencement of the Interest
       Period, multiplying each such amount by the actual number of days in the
       Interest Period concerned divided by 360 and rounding the resultant
       figure to the nearest euro-cent (with one-half euro cent being rounded
       upward). The determination of the Applicable Rate and the Interest Amount
       by the Calculation Agent shall, in the absence of willful default, bad
       faith or manifest error, be final and binding on all parties. In no event
       will the rate of interest on the Notes be higher than the maximum rate
       permitted by applicable law.

                                      21

<PAGE>


(b)    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.

(c)    PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank AG, London Branch
       will act as Principal Paying Agent and Deutsche Bank Luxembourg S.A. will
       act as Registrar and Luxembourg Paying Agent. 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.

(d)    INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes under an
       Indenture dated as of May 16, 2007 (as amended or supplemented from time
       to time, the INDENTURE) between, inter alia, the Issuer, 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 Subsidiary Guarantors. The Guarantees and the Share Pledges are
       subject to the Intercreditor Agreement. Each Holder by its acceptance of
       Notes acknowledges and agrees to the terms of the Intercreditor Agreement
       and the Share Pledges.

(e)    OPTIONAL REDEMPTION. The Issuer will not have the option to redeem the
       Notes prior to May 16, 2008. On or after May 16, 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 May 16, 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:

                                      22

<PAGE>


       YEAR                                        PERCENTAGE
       ------------------------------------------- -----------------
       2008                                        102.0%
       2009                                        101.0%
       2010 and thereafter                         100.0%

       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.

(f)    MANDATORY REDEMPTION. The Issuer is not required to make mandatory
       redemption or sinking fund payments with respect to the Notes.

(g)    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 with
       Section 13.01 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:

       (i)  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

       (ii) 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

                                      23

<PAGE>

       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 (i) 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 there has been such change or
       amendment which would entitle the Issuer or successor entity to redeem
       the Notes hereunder and (ii) an Officers' Certificate stating that the
       Issuer or successor entity cannot avoid any obligation to pay Additional
       Amounts taking reasonable measures available to it. 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 November 26-27, 2000 on the taxation of
       savings income or any law implementing or complying with, or introduced
       in order to conform to, such Directive.

(h)    REPURCHASE AT THE OPTION OF HOLDER.

       (i)  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 (euro)50,000 or an integral
            multiple of (euro)1,000 in excess thereof) 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.

       (ii) If Issuer or a Restricted Subsidiary of the Issuer consummates any
            Asset Sales, within five days of each date on which the aggregate
            amount of Excess Proceeds exceeds (euro)20.0 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

                                      24

<PAGE>

            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 Issuer (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 Issuer 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.

(i)    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 minimum
       denominations of (euro)50,000 or larger integral multiples of
       (euro)1,000 in excess thereof may be redeemed in part but only in whole
       multiples of (euro)1,000, provided that no Notes of (euro)50,000 or less
       can be redeemed in part, unless all of the Notes held by a Holder are to
       be redeemed.

(j)    DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
       without coupons in denominations of (euro)50,000 and integral multiples
       of (euro)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.

(k)    PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as
       its owner for all purposes.

(l)    AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
       Indenture, the Notes, the Guarantees, the Intercreditor Agreement and
       the Share Pledges 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

                                      25

<PAGE>

       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, the Notes, the Guarantees the
       Intercreditor Agreement and the Share Pledges 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 Issuer's or a Subsidiary
       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 conform the text of the Indenture, the Guarantees, the Share
       Pledges, 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 May 11,
       2007, 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
       Original Intercreditor Agreement or the Notes; to provide for the
       issuance of Additional Notes in accordance with the limitations set
       forth in the Indenture; to evidence and provide for the acceptance and
       appointment of a successor trustee; to add additional Guarantees with
       respect to the Notes or to release Subsidiary Guarantors from Subsidiary
       Guarantees as provided by the terms of the Indenture; to further secure
       the Notes, to release all or any portion of the collateral pursuant to
       the terms of the Share Pledges or any other security agreements; to add
       to the covenants of the Issuer or any of its Subsidiaries for the
       benefit of the Holders of the Notes or to surrender any right or power
       conferred upon the Issuer or any of its Subsidiaries; or to allow any
       Subsidiary Guarantor to execute a supplemental indenture.

(m)    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 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 or any
       of its Restricted Subsidiaries for 60 days after notice to the Issuer 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 or the Share Pledges; (v)
       default under certain other agreements relating to Indebtedness of the
       Issuer or any of its Restricted Subsidiaries 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 or any of its Restricted
       Subsidiaries that is a Significant Subsidiary or any group of Restricted
       Subsidiaries that, taken together, would

                                      26

<PAGE>

       constitute a Significant Subsidiary; and (viii) the security interest
       under any of the Share Pledges 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 under the Indenture or under any of the Share Pledges shall be
       declared invalid or unenforceable or the Issuer or any Affiliate of the
       Issuer shall assert, in any pleading in any court of competent
       jurisdiction that any such security interest is invalid or
       unenforceable. Subject to the provisions of the Intercreditor Agreement,
       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 25% in aggregate principal amount of the then
       outstanding Notes may direct the Trustee and/or the Security Agent 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.

(n)    TRUSTEE DEALINGS WITH ISSUER. 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 or its Affiliates, and may
       otherwise deal with the Issuer or its Affiliates, as if it were not the
       Trustee or the Security Agent.

(o)    NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator
       or stockholder of the Issuer or any Subsidiary Guarantor, as such, will
       have any liability for any obligations of the Issuer or any Subsidiary
       Guarantor under the Notes, the Indenture, the Guarantees or the Share
       Pledges 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.

(p)    AUTHENTICATION. This Note will not be valid until authenticated by the
       manual signature of the Trustee or an authenticating agent.

                                      27

<PAGE>


(q)    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).

(r)    ISIN AND COMMON CODE NUMBERS. Pursuant to a recommendation promulgated
       by the Committee on Uniform Security Identification Procedures, the
       Issuer has caused ISIN and Common Code numbers to be printed on the
       Notes, and the Trustee may use ISIN and Common Code 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.

(s)    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 Issuer will furnish to any Holder upon written request and without charge a
copy of the Indenture. Requests may be made to:

SGL CARBON Aktiengesellschaft
Rheinganstrasse 182
65203 Wiesbaden
Germany

Attention:    Office of the General Counsel



                                      28


<PAGE>


                          SCHEDULE OF PRINCIPAL AMOUNT

                     OF INDEBTEDNESS EVIDENCED BY THIS NOTE

The initial principal amount of indebtedness evidenced by this Note shall be
(euro)_____. The following decreases/increases in the principal amount of
indebtedness evidenced by this Note have been made:


<TABLE>
<CAPTION>
                                                                  TOTAL PRINCIPAL
                                                                     AMOUNT OF
                          DECREASE IN         INCREASE IN          INDEBTEDNESS        NOTATION MADE BY
                       PRINCIPAL AMOUNT     PRINCIPAL AMOUNT    EVIDENCED FOLLOWING    OR ON BEHALF OF
 DATE OF DECREASE/      OF INDEBTEDNESS     OF INDEBTEDNESS            SUCH            BOOK-ENTRY AGENT
      INCREASE             EVIDENCED           EVIDENCED         DECREASE/INCREASE       OR REGISTRAR
--------------------- -------------------- ------------------- ---------------------- -------------------
                             (euro)              (euro)                (euro)

<S>                           <C>                 <C>                    <C>                  <C>

</TABLE>



                                      29


<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): (euro)_____

Date: ____________________                       Your Signature:

                                                 ----------------------
                                                 (Sign  exactly  as your name
                                                 appears on the other side
                                                 of this Note)

                                                 Signature Guarantee*

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






--------------------------------------------------------------------------------
*   Participant in a recognized signature Medallion Program (or other
    signature guarantor acceptable to the Principal Paying Agent.


                                      30


<PAGE>


                                   EXHIBIT C

                        FORM OF CERTIFICATE OF TRANSFER


The Bank of New York
One Canada Square
48th Floor
London E14 5AL
United Kingdom
Attention:        Corporate Trust Administration

SGL CARBON Aktiengesellschaft
Rheingaustrasse 182
65203 Wiesbaden
Germany
Attention:        Office of the General Counsel

RE: SENIOR FLOATING RATE NOTES DUE 2015 OF SGL CARBON AKTIENGESELLSCHAFT

Reference is hereby made to the Indenture, dated May 16, 2007 (the INDENTURE),
between, among others, SGL CARBON Aktiengesellschaft, as issuer (the ISSUER),
the Subsidiary Guarantors, The Bank of New York, as trustee, and Deutsche Bank
Luxembourg S.A. 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
(euro)_____ (the TRANSFER), to _____ (the TRANSFEREE), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that 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 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.



                                      31


<PAGE>




This certificate and the statements contained herein are made for your benefit
and the benefit of each Subsidiary Guarantor.

                                              -------------------------
                                              [Insert Name of Transferor]

                                              By: _________________________
                                              Name:
                                              Title:

Dated:   _________________________




                                      32


<PAGE>


                       ANNEX A TO CERTIFICATE OF TRANSFER

(a)    The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (i) OR (ii)]

       (i)  a Book-Entry Interest held through Euroclear Account No. _____ or
            Clearstream Banking Account No. _____ , in the Global Note (ISIN
            XS0299888544), or

       (ii) a Definitive Registered Note.

(b)    After the Transfer the Transferee will hold:

                                  [CHECK ONE]

       (i)  a Book-Entry Interest through Euroclear Account No._____ or
            Clearstream Banking Account No. _____, in the Global Note (ISIN
            XS0299888544), or

       (ii) a Definitive Registered Note.



                                      33


<PAGE>

                                   EXHIBIT D

                        FORM OF CERTIFICATE OF EXCHANGE

The Bank of New York
One Canada Square
48th Floor London
E14 5AL
United Kingdom
Attention:     Corporate Trust Administration

SGL CARBON Aktiengesellschaft
Rheingaustrasse 182
65203 Wiesbaden
Germany
Attention:     Office of the General Counsel

RE: SENIOR FLOATING RATE NOTES DUE 2015 OF SGL CARBON AKTIENGESELLSCHAFT

Reference is hereby made to the Indenture, dated May 16, 2007 (the INDENTURE),
between, among others, SGL CARBON Aktiengesellschaft, as issuer (the ISSUER),
the Subsidiary Guarantors, The Bank of New York, as trustee, and Deutsche Bank
Luxembourg S.A. 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
(euro)_____ 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:

(a)    In connection with the Exchange of the Owner's Book-Entry Interest in
       the Global Note or 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.

(b)    In connection with the Exchange, the Owner hereby certifies that (i) it
       acquired its Definitive Registered Notes or Book-Entry Interest in the
       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 Subsidiary Guarantor
       and (ii) the Note(s) are being acquired in compliance with all
       applicable securities laws of any other jurisdiction.



                                      34


<PAGE>


This certificate and the statements contained herein are made for your benefit
and the benefit of the Issuer and each Subsidiary Guarantor.

                                              -------------------------
                                              [Insert Name of Owner]

                                              By:   _________________________
                                              Name:
                                              Title:
Dated:   _________________________




                                      35


<PAGE>


                       ANNEX A TO CERTIFICATE OF EXCHANGE

(a)    The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (i) OR (ii)]

       (i)  a Book-Entry Interest held through Euroclear Account No. _____ or
            Clearstream Banking Account No. _____ , in the Global Note (ISIN
            XS0299888544), or

       (ii) a Definitive Registered Note.

(b)    After the Exchange the Owner will hold:

                                  [CHECK ONE]

       (i)  a Book-Entry Interest through Euroclear Account No._____ or
            Clearstream Banking Account No. _____, in the Global Note (ISIN
            XS0299888544), or

       (ii) a Definitive Registered Note.




                                      36


<PAGE>

                                   EXHIBIT E

                        [FORM OF SUPPLEMENTAL INDENTURE
                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL INDENTURE (this SUPPLEMENTAL INDENTURE), dated as of _____,
20_____, between, among others, (the GUARANTEEING SUBSIDIARY), SGL CARBON
Aktiengesellschaft, a stock corporation incorporated under the laws of Germany
(the ISSUER), the other Subsidiary Guarantors (as defined in the Indenture
referred to herein), The Bank of New York, as trustee under the Indenture
referred to below (the TRUSTEE), and Deutsche Bank Luxembourg S.A., as security
agent thereunder.

                                   WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an
indenture (the INDENTURE), dated as of May 16, 2007 providing for the issuance
of Senior Floating Rate Notes due 2015 (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 Agents are 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 Agents mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

(a)    CAPITALIZED TERMS. Capitalized terms used herein without definition
       shall have the meanings assigned to them in the Indenture.

(b)    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.

(c)    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.

                                      37

<PAGE>


(d)    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.

(e)    [Reserved]

(f)    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.

(g)    EFFECT OF HEADINGS. The Section headings herein are for convenience only
       and shall not affect the construction hereof.

(h)    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.



                                      38


<PAGE>


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:
                                              [ISSUER]

                                              By:      ________________________
                                                       Name:
                                                       Title:

                                              [EXISTING SUBSIDIARY GUARANTORS]

                                              By:      ________________________
                                                       Name:
                                                       Title:

                                              The Bank of New York
                                              as Trustee and Calculation Agent

                                              By:      ________________________
                                                       Authorized Signatory

                                             Deutsche Bank AG, London Branch
                                             as Principal Paying Agent, Transfer
                                             Agent and Common Depositary

                                             By:      _________________________
                                                      Authorized Signatory
                                             Deutsche Bank Luxembourg S.A.
                                             as Security Agent, Registrar,
                                             Luxembourg Listing Agent,
                                             Luxembourg Paying Agent and
                                             Luxembourg Transfer Agent

                                             By:      _________________________
                                                      Authorized Signatory





                                      39