Common use of Definitive Debentures Clause in Contracts

Definitive Debentures. 2.14.1 Notwithstanding any other provision of this Indenture, a Global Debenture shall be transferred to or registered in the names of the Beneficial Holders thereof in the form of Definitive Debentures in an aggregate principal amount equal to the principal amount of such Global Debenture, in exchange for such Global Debenture, only if such transfer complies with this section 2.14 and the following circumstances occur: (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Debenture and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the 1934 Act and, in either case, a successor depositary is not appointed by the Company within 90 days of such notice, (ii) an Event of Default has occurred and is continuing and the Indenture Trustee has received a request from the Depository for such transfer, or (iii) the Company, at its option, notifies the Indenture Trustee in writing that it elects to cause the issuance of Debentures in definitive form under this Indenture, then, upon surrender by the Holder of the Global Debenture, Definitive Debentures will be issued to each person that the Holder of the Global Debenture and the Depository identify as being the Beneficial Holder of the related Debentures, and such Global Debenture shall then be cancelled and destroyed by the Indenture Trustee pursuant to Section 2.17. In addition, beneficial interests in a Global Debenture may be exchanged for Definitive Debentures upon written notice given to the Indenture Trustee by or on behalf of the Depository in accordance with this Indenture. 2.14.2 In all cases, Definitive Debentures delivered in exchange for any Global Debenture or beneficial interests in Global Debentures will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository (in accordance with its customary procedures) and (if Restricted Debentures) will bear the applicable restrictive legends referred to Schedule “A-1” hereof, unless the Company determines that such legend is not required by Applicable Law and is removed in accordance with Section 2.20. 2.14.3 Any Global Debenture that is transferable to the Beneficial Holders thereof pursuant to this section 2.14 shall be surrendered by the Depository to the Indenture Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Debenture, an equal aggregate principal amount of Definitive Debentures of authorized denominations. Any portion of a Global Debenture transferred pursuant to this section 2.14 shall be executed, authenticated and delivered only in denominations of $1,000 principal amount or any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. Any Definitive Debenture delivered in exchange for an interest in the Global Debenture representing Restricted Debentures shall, except as otherwise provided by section 2.15 hereof, bear the applicable restricted securities legend and definitive note legend set forth as provided in section 2.20 and Schedule “A-1” hereto. 2.14.4 Subject to the provisions of this section 2.14, the Holder of a Global Debenture shall be entitled to grant proxies and otherwise authorize any Person to take any action which a Holder is entitled to take under this Indenture or the Debentures. 2.14.5 In the event of the occurrence of one of the events specified in subsection 2.14.1, the Company shall promptly make available to the Indenture Trustee a reasonable supply of executed Definitive Debentures in definitive, fully registered form without interest coupons. In the event that the Definitive Debentures are not issued to each such Beneficial Holder promptly after the Registrar has received a request from the Holder of a Global Debenture to issue such Definitive Debenture, or Definitive Debentures otherwise become issuable pursuant to Section 2.15.1, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to ARTICLE 9 of this Indenture, the right of any Beneficial Holder of Debentures to pursue such remedy with respect to the portion of the Global Debenture that represents such Beneficial Holder’s Debentures as if such Definitive Debentures had been issued. 2.14.6 By its acceptance of any Debenture bearing any legend in Schedule “A-1”, each Holder of such Debenture acknowledges the restrictions on transfer of such Debenture set forth in this Indenture, in such legend in Schedule “A-1” and in Applicable Law and agrees that it will transfer such Debenture only as provided in this Indenture, in such legend and in Applicable Law. 2.14.7 For so long as this Indenture is in effect, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to section 2.7, section 2.8 or this section 2.14. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar.

Definitive Debentures. 2.14.1 Notwithstanding any other provision (a) A Global Debenture deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 of this Indenture, a Global Debenture Appendix A shall be transferred to or registered in the names of the Beneficial Holders beneficial owners thereof in the form of Definitive Debentures in an aggregate principal amount equal to the principal amount of such Global Debenture, in exchange for such Global Debenture, only if such transfer complies with Section 2.3 of this section 2.14 Appendix A and the following circumstances occur: (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository a depositary for such Global Debenture and the Depository fails to appoint a successor depository or if at any time such Depository the Depositary ceases to be a “clearing agency” registered under the 1934 Act andExchange Act, in either case, and a successor depositary is not appointed by the Company within 90 days of such notice, notice or after the Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Indenture Trustee has received a request from the Depository for such transfer, or or (iii) the Company, at in its optionsole discretion, notifies the Indenture Trustee in writing that it elects to cause the issuance of Debentures in definitive form under this Indenture, then, upon surrender by the Holder of the Global Debenture, Definitive Debentures will be issued to each person that the Holder of the Global Debenture and the Depository identify as being the Beneficial Holder of the related Debentures, and such Global Debenture shall then be cancelled and destroyed by the Indenture Trustee pursuant to Section 2.17. In addition, beneficial interests in a Global Debenture may be exchanged for Definitive Debentures upon written notice given to the Indenture Trustee by or on behalf of the Depository in accordance with under this Indenture. 2.14.2 In all cases, Definitive Debentures delivered in exchange for any Global Debenture or beneficial interests in Global Debentures will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository (in accordance with its customary proceduresb) and (if Restricted Debentures) will bear the applicable restrictive legends referred to Schedule “A-1” hereof, unless the Company determines that such legend is not required by Applicable Law and is removed in accordance with Section 2.20. 2.14.3 Any Global Debenture that is transferable to the Beneficial Holders beneficial owners thereof pursuant to this section 2.14 Section 2.4 shall be surrendered by the Depository Depositary to the Indenture Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New YorkTrustee, to be so transferred, in whole or from time to time in part, without charge, and the Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Debenture, an equal aggregate principal amount of Definitive Debentures of authorized denominations. Any portion of a Global Debenture transferred pursuant to this section 2.14 Section shall be executed, authenticated and delivered only in denominations of $1,000 principal amount or and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository Depositary shall direct. Any certificated Initial Debenture in the form of a Definitive Debenture delivered in exchange for an interest in the Global Debenture representing Restricted Debentures shall, except as otherwise provided by section 2.15 hereofSection 2.3(d) of this Appendix A, bear the applicable restricted securities legend and definitive note legend set forth as provided in section 2.20 and Schedule “A-1” heretoRestricted Securities Legend. 2.14.4 (c) Subject to the provisions of Section 2.4(b) of this section 2.14Appendix A, the Holder registered holder of a Global Debenture shall be entitled to may grant proxies and otherwise authorize any Person Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder holder is entitled to take under this Indenture or the Debentures. 2.14.5 (d) In the event of the occurrence of one any of the events specified in subsection 2.14.1Section 2.4(a)(i), (ii) or (iii) of this Appendix A, the Company shall will promptly make available to the Indenture Trustee a reasonable supply of executed Definitive Debentures in definitive, fully registered form without interest coupons. In UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBENTURE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF SUCH DEBENTURE), ONLY (A) TO THE COMPANY (OR ITS SUBSIDIARIES), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBENTURES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR PURCHASING THIS DEBENTURE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OR PRICE OF THE SECURITIES EQUAL TO $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Each Definitive Debenture shall bear the event that following additional legend: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. No. $ Tower Automotive, Inc., a corporation duly organized and validly existing under the Definitive Debentures are not issued laws of the State of Delaware (herein called the “Company,” which term includes any successor corporation under the Indenture referred to each such Beneficial Holder promptly after on the Registrar has received a request from reverse hereof), for value received, hereby promises to pay to CEDE & CO. or its registered assigns [the Holder principal sum of a Global Debenture to issue such Definitive Debenture[ ] dollars] [the principal sum set forth on Schedule I hereto]1 on May 15, 2024 at the office or Definitive Debentures otherwise become issuable pursuant to Section 2.15.1, agency of the Company expressly acknowledges, maintained for that purpose in accordance with respect to the right of any Holder to pursue a remedy pursuant to ARTICLE 9 of this Indenture, the right of any Beneficial Holder of Debentures to pursue such remedy with respect to the portion terms of the Global Debenture that represents such Beneficial Holder’s Debentures as if such Definitive Debentures had been issued. 2.14.6 By its acceptance of any Debenture bearing any legend in Schedule “A-1”, each Holder of such Debenture acknowledges the restrictions on transfer of such Debenture set forth in this Indenture, in such legend coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on May 15 and November 15 of each year, commencing November 15, 2004, on said principal sum at said office or agency, in Schedule “A-1” and like coin or currency, at the rate per annum of 5.75%, from the May 15 or November 15, as the case may be, next preceding the date of this Debenture to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in Applicable Law and agrees that which case from the date of this Debenture, or unless no interest has been paid or duly provided for on this Debenture, in which case from May 24, 2004 until payment of said principal sum has been made or duly provided for. Except as otherwise provided in the Indenture, the interest payable on the Debenture pursuant to the Indenture on any May 15 or November 15 will be paid to the Person entitled thereto as it will transfer appears in the Debenture Register at the close of business on the Regular Record Date, which shall be the May 1 or November 1 (whether or not a Business Day) next preceding such Debenture only May 15 or November 15, as provided in this the Indenture; provided that any such interest not punctually paid or duly provided for shall be payable as provided in the Indenture. The Company promises to pay interest at the rate of 5.75% per annum, in such legend and in Applicable Law. 2.14.7 For so long as this Indenture is in effect, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to section 2.7, section 2.8 or this section 2.14compounded semiannually. The Company shall have pay interest on overdue principal at the rate borne by the Debentures plus 1% per annum, and it shall pay interest on overdue installments of interest at such higher rate to the extent lawful. Interest on the Debentures shall be computed on the basis of a 360 day year of twelve 30 day months. Reference is made to the further provisions of this Debenture set forth on the reverse hereof, including, without limitation, provisions giving the holder of this Debenture the right to inspect convert this Debenture into Common Stock of the Company on the terms and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice subject to the Registrarlimitations referred to on the reverse hereof and as more fully specified in the Indenture. Under the circumstances described in the Indenture, the Company may fulfill all or part of its conversion obligation by delivering cash in lieu of shares of Common Stock or a combination of cash and shares of Common Stock. _____________________________ 1 For Global Debentures only. This Debenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with, and governed by, the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law or any successor to such statute). The Company has caused CUSIP numbers to be printed on the Debentures and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to holders. No representation is made as to the accuracy of such numbers either as printed on the Debentures or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. Subject to certain limitations imposed by the Trust Indenture Act and the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Debentures and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. This Debenture shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee or a duly authorized authenticating agent under the Indenture. If and to the extent that any provision of this Debenture limits, qualifies or conflicts with a provision of the Indenture, such Indenture provision shall control. Additional provisions of this Security are set forth on the other side of this Security.

Definitive Debentures. 2.14.1 Notwithstanding any other provision of this Indenture, a (a) A Global Debenture deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred to or registered in the names of the Beneficial Holders beneficial owners thereof in the form of Definitive Debentures in an aggregate principal amount equal to the principal amount of such Global Debenture, in exchange for such Global Debenture, only if such transfer complies with this section 2.14 Section 2.3 and the following circumstances occur: (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository a depositary for such Global Debenture and the Depository fails to appoint a successor depository or if at any time such Depository the Depositary ceases to be a “"clearing agency” " registered under the 1934 Act andExchange Act, in either case, and a successor depositary is not appointed by the Company within 90 days of such notice, notice or after the Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Indenture Trustee has received a request from the Depository for such transfer, or or (iii) the Company, at in its optionsole discretion, notifies the Indenture Trustee in writing that it elects to cause the issuance of Debentures in definitive form under this Indenture, then, upon surrender by the Holder of the Global Debenture, Definitive Debentures will be issued to each person that the Holder of the Global Debenture and the Depository identify as being the Beneficial Holder of the related Debentures, and such Global Debenture shall then be cancelled and destroyed by the Indenture Trustee pursuant to Section 2.17. In addition, beneficial interests in a Global Debenture may be exchanged for Definitive Debentures upon written notice given to the Indenture Trustee by or on behalf of the Depository in accordance with under this Indenture. 2.14.2 In all cases, Definitive Debentures delivered in exchange for any Global Debenture or beneficial interests in Global Debentures will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository (in accordance with its customary proceduresb) and (if Restricted Debentures) will bear the applicable restrictive legends referred to Schedule “A-1” hereof, unless the Company determines that such legend is not required by Applicable Law and is removed in accordance with Section 2.20. 2.14.3 Any Global Debenture that is transferable to the Beneficial Holders beneficial owners thereof pursuant to this section 2.14 Section 2.4 shall be surrendered by the Depository Depositary to the Indenture Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New YorkTrustee, to be so transferred, in whole or from time to time in part, without charge, and the Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Debenture, an equal aggregate principal amount of Definitive Debentures of authorized denominations. Any portion of a Global Debenture transferred pursuant to this section 2.14 Section shall be executed, authenticated and delivered only in denominations of $1,000 principal amount or and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository Depositary shall direct. Any certificated Initial Debenture in the form of a Definitive Debenture delivered in exchange for an interest in the Global Debenture representing Restricted Debentures shall, except as otherwise provided by section 2.15 hereofSection 2.3(d), bear the applicable restricted securities legend and definitive note legend set forth as provided in section 2.20 and Schedule “A-1” heretoRestricted Securities Legend. 2.14.4 (c) Subject to the provisions of this section 2.14Section 2.4(b), the Holder registered holder of a Global Debenture shall be entitled to may grant proxies and otherwise authorize any Person Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder holder is entitled to take under this Indenture or the Debentures. 2.14.5 (d) In the event of the occurrence of one any of the events specified in subsection 2.14.1Section 2.4(a)(i), (ii) or (iii), the Company shall will promptly make available to the Indenture Trustee a reasonable supply of executed Definitive Debentures in definitive, fully registered form without interest coupons. In EXHIBIT A [FORM OF FACE OF DEBENTURE] [Global Debentures Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Securities Legend] THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBENTURE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF SUCH DEBENTURE), ONLY (A) TO THE COMPANY (OR ITS SUBSIDIARIES), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBENTURES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Each Definitive Debenture shall bear the event that following additional legend: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. GRAFTECH INTERNATIONAL LTD. 1?% CONVERTIBLE SENIOR DEBENTURE CUSIP: No. $ GrafTech International Ltd., a corporation duly organized and validly existing under the Definitive Debentures are not issued laws of the State of Delaware (herein called the "COMPANY", which term includes any successor corporation under the Indenture referred to each such Beneficial Holder promptly after on the Registrar has received a request from reverse hereof), for value received, hereby promises to pay to CEDE & CO. or its registered assigns [the Holder principal sum of a Global Debenture to issue such Definitive Debenture[ ] dollars [the principal sum set forth on Schedule I hereto]1 on January 15, 2024 at the office or Definitive Debentures otherwise become issuable pursuant to Section 2.15.1, agency of the Company expressly acknowledges, maintained for that purpose in accordance with respect to the right of any Holder to pursue a remedy pursuant to ARTICLE 9 of this Indenture, the right of any Beneficial Holder of Debentures to pursue such remedy with respect to the portion terms of the Global Debenture that represents such Beneficial Holder’s Debentures as if such Definitive Debentures had been issued. 2.14.6 By its acceptance of any Debenture bearing any legend in Schedule “A-1”, each Holder of such Debenture acknowledges the restrictions on transfer of such Debenture set forth in this Indenture, in such legend coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on January 15 and July 15 of each year, commencing July 15, 2004, on said principal sum at said office or agency, in Schedule “A-1” and like coin or currency, at the rate per annum of 1?%, from the January 15 or July 15, as the case may be, next preceding the date of this Debenture to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in Applicable Law and agrees that which case from the date of this Debenture, or unless no interest has been paid or duly provided for on this Debenture, in which case from January 22, 2004 until payment of said principal sum has been made or duly provided for. Except as otherwise provided in the Indenture, the interest payable on the Debenture pursuant to the Indenture on any January 15 or July 15 will be paid to the Person entitled thereto as it will transfer appears in the Debenture Register at the close of business on the Regular Record Date, which shall be the January 1 or July 1 (whether or not a Business Day) next preceding such Debenture only January 15 or July 15, as provided in this the Indenture; provided that any such interest not punctually paid or duly provided for shall be payable as provided in the Indenture. The Company promises to pay interest at the rate of 1?% per annum, in such legend and in Applicable Law. 2.14.7 For so long as this Indenture is in effect, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to section 2.7, section 2.8 or this section 2.14compounded semiannually. The Company shall have pay interest on overdue principal at the rate borne by the Debentures plus 1% per annum, and it shall pay interest on overdue installments of interest at such higher rate to the extent lawful. Interest on the Debentures shall be computed on the basis of a 360 day year of twelve 30-day months. Reference is made to the further provisions of this Debenture set forth on the reverse hereof, including, without limitation, provisions giving the holder of this Debenture the right to inspect convert this Debenture into Common Stock of the Company on the terms and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice subject to the Registrarlimitations referred to on the reverse hereof and as more fully specified in the Indenture. Under the circumstances described in the Indenture, the Company may fulfill all or part of its conversion obligation by delivering cash in lieu of shares of Common Stock or a combination of cash and shares of Common Stock. ------------------------------- 1 For Global Debentures only This Debenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law or any successor to such statute). The Company has caused CUSIP numbers to be printed on the Debentures and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to holders. No representation is made as to the accuracy of such numbers either as printed on the Debentures or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. Subject to certain limitations imposed by the Trust Indenture Act and the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Debentures and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. This Debenture shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee or a duly authorized authenticating agent under the Indenture. If and to the extent that any provision of this Debenture limits, qualifies or conflicts with a provision of the Indenture, such Indenture provision shall control. Additional provisions of this Security are set forth on the other side of this Security.

Definitive Debentures. 2.14.1 Notwithstanding any other provision of this Indenture, a (a) A Global Debenture deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred to or registered in the names of the Beneficial Holders beneficial owners thereof in the form of Definitive Debentures in an aggregate principal amount equal to the principal amount of such Global Debenture, in exchange for such Global Debenture, only if such transfer complies with this section 2.14 Section 2.3 and the following circumstances occur: (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository a Depositary for such Global Debenture and the Depository fails to appoint a successor depository or if at any time such Depository the Depositary ceases to be a “"clearing agency” " registered under the 1934 Act andExchange Act, in either case, and a successor depositary is not appointed by the Company within 90 days of such notice, notice or after the Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Indenture Trustee has received a request from the Depository for such transfer, or or (iii) the Company, at in its optionsole discretion, notifies the Indenture Trustee in writing that it elects to cause the issuance of certificated Debentures in definitive form under this Indenture, then, upon surrender by the Holder of the Global Debenture, Definitive Debentures will be issued to each person that the Holder of the Global Debenture and the Depository identify as being the Beneficial Holder of the related Debentures, and such Global Debenture shall then be cancelled and destroyed by the Indenture Trustee pursuant to Section 2.17. In addition, beneficial interests in a Global Debenture may be exchanged for Definitive Debentures upon written notice given to the Indenture Trustee by or on behalf of the Depository in accordance with this Indenture. 2.14.2 In all cases, Definitive Debentures delivered in exchange for any Global Debenture or beneficial interests in Global Debentures will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository (in accordance with its customary proceduresb) and (if Restricted Debentures) will bear the applicable restrictive legends referred to Schedule “A-1” hereof, unless the Company determines that such legend is not required by Applicable Law and is removed in accordance with Section 2.20. 2.14.3 Any Global Debenture that is transferable to the Beneficial Holders beneficial owners thereof pursuant to this section 2.14 Section 2.4 shall be surrendered by the Depository Depositary to the Indenture Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New YorkTrustee, to be so transferred, in whole or from time to time in part, without charge, and the Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Debenture, an equal aggregate principal amount of Definitive Debentures of authorized denominations. Any portion of a Global Debenture transferred pursuant to this section 2.14 Section shall be executed, authenticated and delivered only in denominations of $1,000 principal amount or and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository Depositary shall direct. Any certificated Initial Debenture in the form of a Definitive Debenture delivered in exchange for an interest in the Global Debenture representing Restricted Debentures shall, except as otherwise provided by section 2.15 hereofSection 2.3(d), bear the applicable restricted securities legend and definitive note legend set forth as provided in section 2.20 and Schedule “A-1” heretoRestricted Securities Legend. 2.14.4 (c) Subject to the provisions of this section 2.14Section 2.4(b), the Holder registered holder of a Global Debenture shall be entitled to may grant proxies and otherwise authorize any Person Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder holder is entitled to take under this Indenture or the Debentures. 2.14.5 (d) In the event of the occurrence of one any of the events specified in subsection 2.14.1Section 2.4(a)(i), (ii) or (iii), the Company shall will promptly make available to the Indenture Trustee a reasonable supply of executed Definitive Debentures in definitive, fully registered form without interest coupons. In the event that the Definitive Debentures are not issued to each such Beneficial Holder promptly after the Registrar has received a request from the Holder of a Global Debenture to issue such Definitive Debenture, or Definitive Debentures otherwise become issuable pursuant to Section 2.15.1, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to ARTICLE 9 of this Indenture, the right of any Beneficial Holder of Debentures to pursue such remedy with respect to the portion of the Global Debenture that represents such Beneficial Holder’s Debentures as if such Definitive Debentures had been issued. 2.14.6 By its acceptance of any Debenture bearing any legend in Schedule “A-1”, each Holder of such Debenture acknowledges the restrictions on transfer of such Debenture set forth in this Indenture, in such legend in Schedule “A-1” and in Applicable Law and agrees that it will transfer such Debenture only as provided in this Indenture, in such legend and in Applicable Law. 2.14.7 For so long as this Indenture is in effect, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to section 2.7, section 2.8 or this section 2.14. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar.