EXHIBIT 10.15
EXECUTION COPY
REAFFIRMATION AGREEMENT, dated as of May 6, 2002
(as the same may from time to time be amended, supplemented
or otherwise modified, this "Agreement"), among UCAR
Finance Inc. (the "Company"), UCAR International Inc.,
UCAR Global Enterprises Inc., UCAR Carbon Company Inc., UCAR
Composites Inc., UCAR Technology LLC, UCAR Holdings III Inc.
and UCAR International Trading Inc. (collectively, the
"Guarantors") and State Street Bank and Trust Company, as
trustee (the "Trustee").
The Company intends to issue $150 million of additional 10 1/4% Senior
Notes due 2012 (the "Additional Offering") pursuant to the Indenture dated
February 15, 2002 among the Company, the Guarantors, UCAR International Holdings
Inc. and the Trustee (the "Indenture").
Each of the Company and the Guarantors is party to the Indenture, as
amended and the Company and each of the Company and UCAR Carbon Company Inc. is
party to the Graftech Pledge Agreement dated February 15, 2002 (the "Graftech
Pledge Agreement").
Each of the Company and the Guarantors (each, a "Reaffirming Party")
expects to realize, or has realized, substantial direct and indirect benefits as
a result of the Additional Offering.
The execution and delivery of this Agreement is required under the Purchase
Agreement among the Company, the Guarantors, Credit Suisse First Boston
Corporation and X.X. Xxxxxx Securities Inc. dated May 1, 2002.
Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows for the equal and ratable benefit of all Holders
of Securities issued pursuant to the Indenture, as amended, including Holders of
Securities issued in the Additional Offering:
ARTICLE I
REAFFIRMATION
SECTION 1.1 REAFFIRMATION. Each of the Reaffirming Parties hereby consents
to the Additional Offering, each of the Guarantors hereby confirms its
respective guarantee under the Indenture, as amended, and UCAR Carbon Company
Inc. hereby confirms its pledge of shares of stock of Graftech Inc. under the
Graftech Pledge Agreement, and the Company hereby reaffirms its pledge of the
Intercompany Note Obligations under the Indenture. Each of the Reaffirming
Parties agrees that notwithstanding the consummation of the Additional Offering
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such guarantees and pledges, as applicable, shall continue to be in full force
and effect and shall accrue to the benefit of the Holders of the Securities.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Each Reaffirming Party hereby represents and warrants, which
representations and warranties shall survive execution and delivery of this
Agreement, as follows:
SECTION 2.1 ORGANIZATION. Such Reaffirming Party is duly organized and
validly existing in good standing under the laws of the jurisdiction of its
formation.
SECTION 2.2 AUTHORITY; ENFORCEABILITY. Such Reaffirming Party has the power
and authority to execute, deliver and carry out the terms and provisions of this
Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Agreement. Such Reaffirming Party has
duly executed and delivered this Agreement, and this Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms.
SECTION 2.3 INDENTURE; GRAFTECH PLEDGE AGREEMENT. The representations and
warranties of such Reaffirming Party contained in the Indenture and the Graftech
Pledge Agreement, as applicable, are true and correct in all material respects
on and as of the date hereof with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly
relate to an earlier date.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 NOTICES. All notices and other communications hereunder shall
be made at the addresses, in the manner and with the effect provided in Article
14 of the Indenture.
SECTION 3.2 SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
SECTION 3.3 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York but 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.
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SECTION 3.4 SUCCESSORS. All agreements of the Company and the Guarantors in
this Agreement and shall bind their successors. All agreements of the Trustee in
this Agreement shall bind its successors.
SECTION 3.5 MULTIPLE ORIGINALS. The parties may sign any number of copies
of this Agreement. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Agreement.
SECTION 3.6 HEADINGS. The headings of the Sections of this Agreement have
been inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.
SECTION 3.7 AMENDMENT. This Agreement may be waived, modified or amended
only by a written agreement executed by each of the parties hereto.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
UCAR FINANCE INC.,
By: /S/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, General Counsel,
Human Resources and Secretary
UCAR INTERNATIONAL INC.,
By: /S/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, General Counsel,
Human Resources and Secretary
UCAR GLOBAL ENTERPRISES INC.,
By: /S/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, General Counsel,
Human Resources and Secretary
UCAR CARBON COMPANY INC.,
By: /S/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, General Counsel,
Human Resources and Secretary
UCAR COMPOSITES INC.,
By: /S/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Secretary
UCAR CARBON TECHNOLOGY LLC,
By: /S/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, General Counsel,
Human Resources and Secretary
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UCAR HOLDINGS III INC.,
By: /S/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, General Counsel,
Human Resources and Secretary
UCAR INTERNATIONAL TRADING INC.,
By: /S/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, General Counsel,
Human Resources and Secretary
STATE STREET BANK AND TRUST COMPANY, as
Trustee,
By: /S/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
