Exhibit 10.1.7
SEVENTH AMENDMENT dated as of
September 19, 2003 (this "Amendment"), to the
Credit Agreement dated as of February 22, 2000 (as
as previously amended, the "Credit Agreement") among
GRAFTECH INTERNATIONAL LTD. f/k/a UCAR
INTERNATIONAL INC., a Delaware corporation
("GrafTech"), GRAFTECH GLOBAL ENTERPRISES INC. f/k/a
UCAR GLOBAL ENTERPRISES INC., a Delaware corporation
("Global"), GRAFTECH FINANCE INC. f/k/a UCAR
FINANCE INC., a Delaware corporation (the
"Borrower"), the LC Subsidiaries from time to time
party thereto, the Lenders from time to time party
thereto and JPMORGAN CHASE BANK, as
Administrative Agent, Collateral Agent and Issuing
Bank.
A. Pursuant to the Credit Agreement, the Lenders and the Issuing
Bank have extended and have agreed to extend credit to the Borrower and the LC
Subsidiaries, on the terms and subject to the conditions set forth therein.
B. The Borrower has requested an amendment of the Credit
Agreement as set forth herein.
C. The Required Lenders are willing to agree to such amendment on
the terms and subject to the conditions set forth herein.
D. Each capitalized term used and not otherwise defined herein
shall have the meaning assigned to it in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to the Credit Agreement and Other Loan
Documents.
(a) All references in the Credit Agreement and the other Loan
Documents to (i) "Graftech Technology Company Inc." and "UCAR Graftech
Technology Company Inc." shall be replaced with references to "Advanced Energy
Technology Inc." (and all references to "Graftech" shall be replaced with
references to "AET" and the resulting definition of "AET" shall be placed in the
appropriate alphabetical order); (ii) "UCAR International Inc." shall be
replaced with references to "GrafTech International Ltd.", (iii) "UCAR Global
Enterprises Inc." shall be replaced with references to "GrafTech Global
Enterprises Inc." and (iv) "UCAR Finance Inc."
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shall be replaced with references to "GrafTech Finance Inc. (and all references
in the Credit Agreement and the other Loan Documents to "UCAR" shall be replaced
with references to "GrafTech", except in cases where the term "UCAR" is used as
part of a name and is not otherwise changed by this Amendment)."
(b) The fourth sentence in the preamble to the Credit Agreement
is hereby amended and restated in its entirety so as to read as follows:
"In no circumstance whatsoever will any Letter of Credit issued
pursuant to this Agreement on behalf of Lenders holding Revolving
Commitments or the proceeds of any Revolving Loan be used for any
purpose other than paying (or providing one or more Letters of
Credit to secure, facilitate or defer the payment of) the EU Fine
(i) if at the time of the issuance of such Letter of Credit or
the making of such Revolving Loan the Revolving Exposure exceeds
EUR175,000,000 or (ii) if at the time of the issuance of such
Letter of Credit or the making of such Revolving Loan the
Revolving Exposure is less than EUR175,000,000, to the extent
that as a result of the issuance of such Letter of Credit or the
making of such Revolving Loan the Revolving Exposure would exceed
EUR175,000,000. A draw under such a Letter of Credit, or a
Revolving Loan made to replace such a Letter of Credit of equal
or greater amount, the issuance of which was permitted by the
preceding sentence, shall likewise be permitted."
(c) Section 1.01 of the Credit Agreement is hereby amended by
adding thereto, in the appropriate alphabetical order, the following
definitions:
"ABN Amro Facility" shall mean the intra-day revolving lines
of credit (up to an aggregate principal amount of EUR20,000,000) and the
overdraft lines of credit (up to aggregate principal amounts of $9,100,000 and
(pound)500,000) extended to Global, the Borrower or any Subsidiary (other than
an Unrestricted Subsidiary) by ABN Amro Bank N.V. or any of its Affiliates,
including all obligations and guarantees related thereto, in each case as
amended, extended, renewed, restated, supplemented or otherwise modified (in
whole or in part and without limitation as to terms, conditions, covenants and
other provisions, but without any increase in amount), from time to time, and
any agreement or agreements (and related documents) governing Indebtedness
incurred to refinance or replace, in whole or in part, the borrowings and
commitments then outstanding or permitted to be outstanding under such lines of
credit or a successor to such lines of credit; provided, that any remaining
portion of such lines of credit and any such refinancing or replacement
facilities shall not in the aggregate permit intra-day balances or overnight or
longer-term overdrafts in excess of the maximum amounts referred to above.
"ABN Amro Facility Documents" shall mean any agreement or
agreements (and related documents) evidencing or governing the ABN Amro
Facility.
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"EU" shall mean the Commission of the European Communities.
"EU Appeal Period" shall mean the period from the date of
the assessment of the EU Fine by the EU Competition Authority through the date
of the issuance of the final decision on the appeal filed with the Court of
First Instance in Luxembourg by GrafTech with respect to the EU Fine.
"EU Charges" shall mean charges in respect of Litigation
Liabilities due to accrued interest included in the definition of the EU Fine
and EU Translation Impacts.
"EU Competition Authority" shall mean the Directorate
General--Competition of the EU (or other relevant governmental instrumentality
or court).
"EU Fine" shall mean the fine of EUR50,400,000 assessed by
the EU Competition Authority in July 2001, together with all interest accrued
thereon during the EU Appeal Period.
"EU Translation Impact" shall mean, at any date of
determination, the increase, if any, in the amount of the EU Fine related to the
translation of the amount of the EU Fine from Euros to Dollars as determined in
accordance with GAAP for purposes of the consolidated financial statements of
GrafTech, due to changes in currency exchange rates from the date of the
assessment of the EU Fine by the EU Competition Authority through such date of
determination.
"Seventh Amendment" shall mean the Seventh Amendment, dated
September 19, 2003, to this Agreement.
"Shelf Equity Offering" shall mean one or more public
offerings of Capital Stock (other than Disqualified Stock) of GrafTech pursuant
to the Registration Statement on Form S-3 filed by GrafTech and certain of its
Subsidiaries on August 18, 2003, as amended, with the Securities and Exchange
Commission in accordance with the Securities Act of 1933, as amended.
(d) (i) The definition of "EU Letter of Credit" is hereby
amended and restated in its entirety so as to read as follows:
"EU Letter of Credit" shall mean letters of credit issued to
secure, facilitate or defer the payment to the EU Competition Authority of the
EU Fine."
(ii) The definition of "Intercompany Senior Loans" is hereby
amended by inserting "(1)" immediately after the phrase "shall mean" and adding
the following phrase to the end thereof: "and (2) any reallocations of such
loans to different Intercompany Borrowers at any
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time so long as the outstanding principal amount of such Intercompany Senior
Loans is not increased thereby and the terms of such new loans are substantially
identical to the loans being replaced (except for changes to interest rates and
currency of payments); provided, however, that the terms of any such loans may
be changed from time to time to change interest rates thereon and currency of
payments thereunder.
(e) The Collateral Agent is hereby authorized to, and at the
request of the Borrower will, within a reasonable period of time, enter into
amendments to the Security Documents providing that the obligations of GrafTech,
Global, the Borrower and the Subsidiaries (other than an Unrestricted
Subsidiary) under the ABN Amro Facility will, so long as such obligations are
not supported in whole or in part by any Letter of Credit or other collateral or
credit support, be secured, equally and ratably with the Obligations, by all of
the Collateral securing the Obligations.
(f) Section 2.10(c) of the Credit Agreement is hereby amended by
adding in each place after the words "UCAR Equity Offering" the phrase "and the
Shelf Equity Offering".
(g) Section 3.03(a) of the Credit Agreement is hereby amended by
adding at the end thereof the phrase "; provided in each case, however, that
Indebtedness evidenced by Euro-denominated Intercompany Revolving Loans made to
UCAR S.A. may be repaid from time to time in an aggregate amount not to exceed
the cumulative net cash proceeds from the Shelf Equity Offering"
(h) Section 7.01(a) of the Credit Agreement is hereby amended by
deleting the word "and" at the end of clause (xv); replacing the period at the
end of clause (xvi) with "; and"; and adding the following new clause (xvii):
"(xvii) Indebtedness under the ABN Amro Facility."
(i) Section 7.02(n) of the Credit Agreement is hereby amended by
replacing the phrase ", and Liens securing payment of EU antitrust fines, to the
extent payment of such fines are deferred pursuant to an agreement with an EU
authority or relevant court or is effectively stayed" with the phrase ", and
Liens securing payment of the EU Fine, to the extent that payment of the EU Fine
is deferred pursuant to an agreement or arrangement with the EU Competition
Authority or is effectively stayed".
(j) [Intentionally omitted]
(k) Section 7.04 of the Credit Agreement is hereby amended by:
adding in clause (ii)(B) of clause (j) thereof immediately after the words "the
amount set forth on Schedule A for the Leverage Ratio that is in effect at that
time" the phrase "(with each amount set forth in such Schedule A being reduced
by the principal amount of any Senior Notes or Additional
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Senior Notes repurchased pursuant to paragraph (k) of this Section)"; adding at
the end of the parenthetical immediately preceding the first proviso in clause
(j) the phrase "and any investment made pursuant to this paragraph (j) prior to
the Amendment Effective Date (as defined in the Seventh Amendment) that was
permitted when made shall continue to be permitted after such Amendment
Effective Date without regard to this Section 7.04"; deleting the "and" at the
end of clause (i); deleting the references in subsection (j) to "Amendment
Effective Date (as defined in the Fifth Amendment to this Agreement)" and
"Amendment Effective Date (as defined in the Third Amendment dated as of July
10, 2001 to this Agreement)" wherever they appear and replacing them with
"Amendment Effective Date (as defined in the Seventh Amendment)"; adding "and"
at the end of clause (j); and adding the following new clauses (k), (l) and (m)
immediately after clause (j):
"(k) investments consisting of repurchases of Senior Notes
or Additional Senior Notes, to the extent permitted in Section
7.09(d), with an aggregate principal amount not to exceed
$35,000,000; provided, that the aggregate amount of Senior Notes
and Additional Senior Notes repurchased pursuant to this clause
(k), together with the investments made under clause (j)(ii)(B)
of this Section 7.04, do not exceed the amount permitted under
such clause (j)(ii)(B) (prior to the effectiveness of the
reduction of such permitted amount set forth in clause (j) in the
amount of the repurchased Senior Notes and Additional Senior
Notes) ;
(l) investments by UCAR Carbon Inc. in UCAR S.A. the
proceeds of which are used to repay Euro denominated Intercompany
Revolving Loans made to UCAR S.A. as permitted by the proviso in
Section 3.03(a); and
(m) investments consisting of Intercompany Senior Loans to
the extent the Indebtedness evidenced by the Intercompany Senior
Loans is permitted under Section 7.01(xiv)."
(l) Section 7.06 of the Credit Agreement is hereby amended by
deleting the word "and" at the end of clause (e); replacing the period at the
end of clause (f) with "; and"; and adding the following new clause (g):
"(g) the Borrower and Global may, from time to time, make
Restricted Payments to GrafTech of (i) cash in an amount equal to
the purchase price of Senior Notes and Additional Senior Notes
which is to be used to repurchase such Senior Notes and
Additional Senior Notes to the extent permitted under Section
7.09(d) and (ii) any such Senior Notes and Additional Senior
Notes."
(m) The proviso at the end of Section 7.07(a) of the Credit
Agreement is hereby amended and restated in its entirety to as to read as
follows:
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", provided that the foregoing restriction shall not apply to
(x) the indemnification of directors of GrafTech, Global, the
Borrower and the Subsidiaries in accordance with customary
practice or (y) the repayment by UCAR S.A. from time to time of
Indebtedness evidenced by Euro denominated Intercompany Revolving
Loans made to UCAR S.A. as permitted by the proviso in Section
3.03(a)."
(n) Section 7.08 of the Credit Agreement is hereby amended by
adding the following language at the end of such Section:
"provided, that nothing contained in this Section shall prohibit
GrafTech, Global, the Borrower or any Restricted Subsidiary from
holding Senior Notes and Additional Senior Notes repurchased as
permitted by Section 7.09(d)(2) or otherwise received without
violation of this Agreement"
(o) Section 7.09(d) of the Credit Agreement is hereby amended by
adding "(1)" after the phrase "except that" and adding at the end thereof the
phrase ", and (2) so long as no Default or Event of Default shall exist or
result therefrom, GrafTech, Global, the Borrower or any Restricted Domestic
Subsidiary may from time to time repurchase (but not retire) and hold up to
$35,000,000 aggregate principal amount of Senior Notes and Additional Senior
Notes, to the extent that at the time of, and after giving effect to, any such
repurchase the Borrower has unused borrowing availability under the Revolving
Commitments of at least the Euro Equivalent of $100,000,000 (such availability
not to include any amount reserved to pay, or to provide for Letters of Credit
to facilitate or defer the payment of, the EU Fine as provided in the preamble
to this Agreement)".
(p) The text of the provisos after the table in Section 7.11 of
the Credit Agreement beginning with the words "provided further however" is
hereby amended and restated in its entirety as follows:
"provided further however, that for purposes of calculating the
Interest Coverage Ratio to determine compliance with this Section
on any date after January 18, 2002, (1) (A) to the extent that
any fees, costs and expenses (including fees of counsel and
experts) paid or incurred by GrafTech, Global, the Borrower or
any Subsidiary in connection with the UCC/MC Lawsuit, up to
$20,000,000 in the aggregate and $3,000,000 in any one fiscal
quarter (or, if such date is prior to the Amendment Effective
Date (as defined in the Seventh Amendment), any fees, costs and
expenses paid or incurred by GrafTech, Global, the Borrower or
any LC Subsidiary in respect of any EU Letter of Credit) are
deducted in determining the consolidated net income of GrafTech,
Global, the Borrower and the Subsidiaries and are not added back
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by the definition of EBITDA, such amount shall be added back to
EBITDA, and (B) Cash Interest Expense shall not include any
amounts attributable to Indebtedness incurred to finance the
amendment fees payable in connection with the Seventh Amendment
or any fees, costs or expenses (including fees of counsel and
experts) paid or incurred by GrafTech, Global, the Borrower or
any Subsidiary in connection with the UCC/MC Lawsuit up to
$20,000,000 in the aggregate and $3,000,000 in any one fiscal
quarter (or, if such date is prior to the Amendment Effective
Date (as defined in the Seventh Amendment) Indebtedness incurred
in respect of the EU Letter of Credit) and (2) in addition (and
not in limitation), for purposes of calculating the Interest
Coverage Ratio to determine compliance with this Section on any
date after the Amendment Effective Date (as defined in the
Seventh Amendment), (a) Cash Interest Expense shall not include
(i) any amounts attributable to the EU Letter of Credit, up to a
maximum amount of $70,000,000 of such EU Letter of Credit, (ii)
any amounts attributable to Indebtedness incurred to finance any
fees, costs and expenses paid or incurred by GrafTech, Global,
the Borrower or any Subsidiary in respect of the EU Letter of
Credit, (iii) any fees, costs or expenses in respect of each of
the foregoing, or (iv) any portion of the accrued interest that
is included within the definition of the EU Fine and (b) to the
extent that (x) any amounts referred to in (a) of this clause (2)
or (y) any EU Charges are deducted in determining the
consolidated net income of GrafTech, Global, the Borrower and the
Subsidiaries and are not added back by the definition of EBITDA,
such amounts or EU Charges shall be added back to EBITDA."
(q) The text of the provisos after the table in Section 7.12 of
the Credit Agreement beginning with the words "provided further however" is
hereby amended and restated in its entirety as follows:
"provided further however, that for purposes of calculating the
Senior Secured Leverage Ratio to determine compliance with this
Section on any date after January 18, 2002, (1) (A) to the extent
that any fees, costs and expenses (including fees of counsel and
experts) paid or incurred by GrafTech, Global, the Borrower or
any Subsidiary in connection with the UCC/MC Lawsuit up to
$20,000,000 in the aggregate and $3,000,000 in any one fiscal
quarter (or, if such date is prior to the Amendment Effective
Date (as defined in the Seventh Amendment) any fees, costs and
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expenses paid or incurred by GrafTech, Global, the Borrower or
any LC Subsidiary in respect of any EU Letter of Credit) are
deducted in determining the consolidated net income of GrafTech,
Global, the Borrower and the Subsidiaries and are not added back
by the definition of EBITDA, such amount shall be added back to
EBITDA, and (B) Net Senior Secured Debt shall not include
Indebtedness incurred to finance the amendment fees payable in
connection with the Seventh Amendment or any fees, costs and
expenses (including fees of counsel and experts) paid or incurred
by GrafTech, Global, the Borrower or any Subsidiary in connection
with the UCC/MC Lawsuit up to $20,000,000 in the aggregate and
$3,000,000 in any one fiscal quarter (or, if such date is prior
to the Amendment Effective Date (as defined in the Seventh
Amendment), Indebtedness incurred in respect of the EU Letter of
Credit) and (2) in addition (and not in limitation), for purposes
of calculating the Senior Secured Leverage Ratio to determine
compliance with this Section on any date after the Amendment
Effective Date (as defined in the Seventh Amendment), (a) Net
Senior Secured Debt shall not include (i) the amount of the EU
Letter of Credit, up to a maximum amount of $70,000,000, (ii) any
fees, costs and expenses paid or incurred by GrafTech, Global,
the Borrower or any Subsidiary in respect of the EU Letter of
Credit or (iii) any Indebtedness incurred to finance any fees,
costs and expenses described in the preceding clause (ii) and (b)
to the extent that (x) any amounts attributable to any amounts
referred to in (a) of this clause (2), (y) any portion of the
accrued interest that is included within the definition of EU
Fine or (z) any EU Charges are deducted in determining the
consolidated net income of GrafTech, Global, the Borrower and the
Subsidiaries and are not added back by the definition of EBITDA,
such amounts, portion or EU Charges shall be added back to
EBITDA."
(r) Section 10.01(a) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
"(a) if to GrafTech, Global or the Borrower, to it at Brandywine
Plaza West Suite 301, 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000,
Attention of President (Telecopy No. (000) 000-0000);"
SECTION 2. Representations and Warranties. Each of GrafTech,
Global and the Borrower represents and warrants to each Lender as of the date
hereof and as of the Amendment Effective Date that, after giving effect to this
Amendment, (a) the representations and warranties
9
set forth in Article IV of the Credit Agreement are true and correct in all
material respects, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties were true and correct in all material respects as of the earlier
date), and (b) no Default or Event of Default has occurred and is continuing.
SECTION 3. Effectiveness. This Amendment shall become effective
as of the first date on which the following conditions shall have been
satisfied: (i) when the Administrative Agent or its counsel shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower, GrafTech, Global and the Required Lenders; (ii) each Lender shall
have received the Amendment Fee required to be paid to it pursuant to Section 4
below; and (iii) the representations and warranties set forth in Section 2 above
shall be true and correct on and as of such date and the Administrative Agent
shall have received a certificate of the Borrower to that effect.
Notwithstanding the foregoing, the provisions of Section 1 above (other than
Section 1(a), (b), (d)(ii), (k) (but only with respect to the new clause (m)
contained in the amended Section 7.04(j) contained in Section 1(k) hereof) and
(r), which collectively are called the "Technical Amendment Changes") shall not
become effective until as of the first date (the "Amendment Effective Date") on
which the following conditions are met: (a) GrafTech shall have received not
less than $75,000,000 of net cash proceeds from the Shelf Equity Offering (the
"Supplemental Trigger Event"); (b) each Lender shall have received the Amendment
Fee required to be paid to it pursuant to Section 4 below; and (c) the
representations and warranties set forth in Section 2 above shall be true and
correct on and as of such date and the Administrative Agent shall have received
a certificate of the Borrower to that effect; provided, however, that at any
time prior to the occurrence of the Supplemental Trigger Event, the Borrower may
elect to have the Amendment Effective Date become the first date on which the
following conditions are met: (x) the Borrower shall have given written notice
to the Administrative Agent of such election, (y) each Lender shall have
received the Amendment Fee and the Supplemental Amendment Fee required to be
paid to it pursuant to Section 4 below, and (z) the representations and
warranties set forth in Section 2 above shall be true and correct on and as of
such date and the Administrative Agent shall have received a certificate of the
Borrower to that effect. If the Borrower so elects to have the Amendment
Effective Date be a date prior to the Supplemental Trigger Event, then, until
the Supplemental Trigger Date shall have occurred, in addition to the Technical
Amendment Changes, only the provisions of Sections 1(c), (d)(i), (e), (h), (i),
(p) and (q) above shall become effective on the Amendment Effective Date (except
that clauses (2)(a)(i), (ii) and (iii) (and clause (2)(b)(x) as it relates to
clauses (2)(a)(i), (ii) and(iii)) contained in the restated provisos to Section
7.11 of the Credit Agreement contained in Section 1(p), and clauses (2)(a) and
(2)(b)(x) contained in the restated provisos to Section 7.12 of the Credit
Agreement contained in Section 1(q), shall become effective on the Amendment
Effective Date only for a period of time expiring June 30, 2005).
SECTION 4. Amendment Fee. The Borrower agrees to pay to each
Lender that executes and delivers to the Administrative Agent (or its counsel) a
copy of this Amendment at
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or prior to 5:00 p.m., New York City time, on September 19, 2003, an amendment
fee (the "Amendment Fee") in an amount equal to 0.125% of such Lender's
Revolving Commitment (whether used or unused) and outstanding Term Loans on
September 19, 2003. On the occurrence of the Supplemental Trigger Event, the
Borrower agrees to pay each Lender that has executed and delivered to the
Administrative Agent (or its counsel) a copy of this Amendment at or prior to
5:00 p.m., New York City time, on September 19, 2003, an additional amendment
fee (the "Supplemental Amendment Fee") in an amount equal to 0.125% of such
Lender's Revolving Commitment (whether used or unused) and outstanding Term
Loans as of the date of the Supplemental Trigger Event.
SECTION 5. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Issuing Bank, the Collateral Agent, the Administrative Agent or ABN
Amro Incorporated, under the Credit Agreement, any other Loan Document or any
ABN Amro Facility Document, and shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement, any other Loan Document or any ABN Amro
Facility Document, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. Nothing herein shall be deemed to
entitle the Borrower to a consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement, any other Loan Document or any ABN
Amro Facility Document in similar or different circumstances.
SECTION 6. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the date and
year first above written.
GRAFTECH INTERNATIONAL LTD.,
By: /s/ Xxxxxxx X. Xx Xxxxxxxx
____________________________
Name: Xxxxxxx X. Xx Xxxxxxxx
Title: Vice President and
Chief Financial
Officer
GRAFTECH GLOBAL ENTERPRISES INC.,
By: /s/ Xxxxxxx X. Xx Xxxxxxxx
____________________________
Name: Xxxxxxx X. Xx Xxxxxxxx
Title: Vice President and
Chief Financial
Officer
GRAFTECH FINANCE INC.,
By: /s/ Xxxxxxx X. Xx Xxxxxxxx
____________________________
Name: Xxxxxxx X. Xx Xxxxxxxx
Title: Vice President and
Chief Financial
Officer
JPMORGAN CHASE BANK, as a Lender,
and as Administrative Agent,
Collateral Agent and Issuing Bank,
By: /s/ Xxxxx X. Xxxxxx
____________________________
Name: Xxxxx X. Xxxxxx
Title: Managing Director
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Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
ABN AMRO BANK NV,
By: /s/ Xxxxxxxxx X. Xxxxx
_______________________________
Name: Xxxxxxxxx X. Xxxxx
Title: Director
By: /s/ Xxxx Xxxxxxxxxxx
_______________________________
Name: Xxxx Xxxxxxxxxxx
Title: Vice President
ADDISON CDO, LIMITED,
By: Pacific Investment Management
Company LLC, as its Invetsment
Advisor,
By: /s/ Xxxxx X. Xxxxxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
AERIES FINANCE-II LTD.,
By: INVESCO Senior Secured
Management, Inc. as
Sub-Managing Agent,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
13
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
AIMCO CLO SERIES 2001-A,
By: /s/ Xxxxx X. Xxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxx Xxxxxxx
_______________________________
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
AIMCO CDO SERIES 2000-A,
By: /s/ Xxxxx X. Xxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxx Xxxxxxx
_______________________________
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY,
By: /s/ Xxxxx X. Xxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxx Xxxxxxx
_______________________________
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
14
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
AMARA-I FINANCE, LTD.,
By: INVESCO Senior Secured
Management, Inc. as
Financial Manager,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AMARA 2 FINANCE, LTD.,
By: INVESCO Senior Secured
Management, Inc. as
Financial Manager,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
APEX (TRIMARAN) CDO I, LTD,
By: Trimaran Advisors, L.L.C.,
By: /s/ Xxxxx X. Xxxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
ARCHIMEDES FUNDING II, LTD.,
By: ING Capital Advisors LLC, as
Collateral Manager,
By: /s/ Xxxxxx X. Xxxx
_______________________________
Name: Xxxxxx X. Xxxx
Title: Managing Director
15
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
ARCHIMEDES FUNDING III, LTD.,
By: ING Capital Advisors LLC, as
Collateral Manager,
By: /s/ Xxxxxx X. Xxxx
_______________________________
Name: Xxxxxx X. Xxxx
Title: Managing Director
ARES III CLO LTD.,
By: ARES CLO Management LLC,
Investment Manager,
By: /s/ Xxxx X. Xxxxxxx
_______________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President
ARES IV CLO LTD.,
By: ARES CLO Management IV, L.P.,
Investment Manager,
By: ARES CLO XX XX, LLC, its
Managing Member,
By: /s/ Xxxx X. Xxxxxxx
_______________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President
16
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
ARES V CLO LTD.,
By: ARES CLO Management V, L.P.,
Investment Manager,
By: ARES CLO GP V, LLC, its
Managing Member,
By: /s/ Xxxx X. Xxxxxxx
_______________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President
ARES VI CLO LTD.,
By: ARES CLO Management VI, L.P.,
Investment Manager,
By: ARES CLO GP VI, LLC, its
Managing Member,
By: /s/ Xxxx X. Xxxxxxx
_______________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President
AURUM CLO 2002-1 LTD.,
By: Columbia Management Advisors,
Inc. (f/k/a Xxxxx Xxx &
Farnham Incorporated), as
Investment Manager,
By: /s/ Xxxxx X. Xxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President &
Portfolio Manager
17
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
AVALON CAPITAL LTD.,
By: INVESCO Senior Secured
Management, Inc., as Portfolio
Advisor,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AVALON CAPITAL LTD. 2,
By: INVESCO Senior Secured
Management, Inc., as Portfolio
Advisor,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx Xxxxxx
_______________________________
Name: Xxxxxxx Xxxxxx
Title: Managing Director
THE BANK OF NEW YORK,
By: /s/ Xxxxx X. Xxxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
18
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
THE BANK OF NOVA SCOTIA,
By: /s/ Xxxx Xxxxxxxx
_______________________________
Name: Xxxx Xxxxxxxx
Title: Unit Head
BEDFORD CDO, LIMITED (#1276),
By: Pacific Investment Management
Company LLC, as its Investment
Advisor,
By: /s/ Xxxxx X. Xxxxxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
XXXXX POINT CDO 1999-1 LTD., as Term
Lender,
By: Sankaty Advisors, Inc. as
Collateral Manager,
By: /s/ Xxxxxxx X. Xxxxx
_______________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
CALLIDUS DEBT PARTNERS CLO FUND II,
LTD.,
By: Callidus Capital Management,
LLC, its Collateral Manager,
By: /s/ Xxxxx Xxxxxxx
_______________________________
Name: Xxxxx Xxxxxxx
Title: Managing Director
19
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
CAPTIVA III FINANCE LTD. (Acct.
275),
By: Pacific Investment Management
Company LLC, as Advisor,
By: /s/ Xxxxx Xxxx
_______________________________
Name: Xxxxx Xxxx
Title: Director
CASTLE HILL I - INGOTS, LTD., as
Term Lender
By: Sankaty Advisors, LLC, as
Collateral Manager,
By: /s/ Xxxxxxx X. Xxxxx
_______________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
CASTLE HILL II - INGOTS, LTD., as
Term Lender
By: Sankaty Advisors, LLC, as
Collateral Manager,
By: /s/ Xxxxxxx X. Xxxxx
_______________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
20
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
CASTLE HILL III - INGOTS, LTD., as
Term Lender
By: Sankaty Advisors, LLC, as
Collateral Manager,
By: /s/ Xxxxxxx X. Xxxxx
_______________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
CHARTER VIEW PORTFOLIO,
By: INVESCO Senior Secured
Management, Inc., as
Investment Advisor,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
21
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
CREDIT INDUSTRIEL ET COMMERCIAL,
By: Callidus Capital Management,
LLC, its Collateral Manager,
By: /s/ Xxxx Xxxxxxx
_______________________________
Name: Xxxx Xxxxxxx
Title: Manager
By: /s/ Xxxx Xxxxxx
_______________________________
Name: Xxxx Xxxxxx
Title: Manager
CREDIT LYONNAIS NEW YORK BRANCH,
By: /s/ Xxxxxx Xxx
_______________________________
Name: Xxxxxx Xxx
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON, acting,
through its Cayman Islands Branch,
By: /s/ Xxxx X'Xxxx
______________________________
Name: Xxxx X'Xxxx
Title: Director
By: /s/ Xxxxxxxxx Xxxxxxx
_______________________________
Name: Xxxxxxxxx Xxxxxxx
Title: Associate
22
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
DELANO COMPANY (#274),
By: Pacific Investment Management
Company LLC, as its Investment
Advisor,
By: /s/ Xxxxx X. Xxxxxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
ELF FUNDING TRUST III,
By: New York Life Investment
Management LLC, as
Attorney-in-Fact,
By: /s/ F. Xxxxx Xxxxx
_______________________________
Name: F. Xxxxx Xxxxx
Title: Vice President
ENDURANCE CLO I, LTD
By: ING Capital Advisors LLC, as
Portfolio Manager,
By: /s/ Xxxxxx X. Xxxx
______________________________
Name: Xxxxxx X. Xxxx
Title: Managing Director
FLEET NATIONAL BANK,
By: /s/ Xxxxxx X. Xxxxxxx
_______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Officer
23
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
GALAXY CLO 1999-1, LTD,
By: /s/ W. Xxxxxxx Xxxxxx
_______________________________
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION,
By: /s/ Xxxxxx X. Xxxxxxx
_______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Duly Authorized
Signatory
GOLDENTREE HIGH YIELD
OPPORTUNITIES II, LP,
By: GoldenTree Asset Management,
LP,
By: /s/ Xxxxxx X'Xxxx
______________________________
Name: Xxxxxx X'Xxxx
Title: Portfolio Manager
GREAT POINT CLO 1999-1 LTD.,
as Term Lender,
By: Sankaty Advisors, LLC, as
Collateral Manager,
By: /s/ Xxxxxxx X. Xxxxx
_______________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
24
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
HARBOUR TOWN FUNDING LLC,
By: /s/ Xxxxx X. Xxxxx
_______________________________
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
INTERCONTINENTAL CDO S.A. (#1284),
By: Pacific Investment Management
Company LLC, as its
Investment Advisor,
By: /s/ Xxxxx X. Xxxxxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
INVESCO EUROPEAN CDO I S.A.,
By: INVESCO Senior Secured
Management, Inc., as
Collateral Manager,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
JISSEKIKUN FUNDING, LTD. (#1288),
By: Pacific Investment Management
Company LLC, as its
Investment Advisor,
By: /s/ Xxxxx X. Xxxxxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
25
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
KATONAH I, LTD.,
By: Katonah Capital, L.L.C.,
as Manager
By: /s/ Xxxxx Xxxxx Xxxxx
_______________________________
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
KATONAH III, LTD.,
By: Katonah Capital, L.L.C.,
as Manager
By: /s/ Xxxxx Xxxxx Xxxxx
_______________________________
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
KZH SOLEIL-2 LLC,,
By: /s/ Hi Hua
_______________________________
Name: Hi Hua
Title: Authorized Agent
LIBERTY FLOATING RATE ADVANTAGE
FUND,
By: Columbia Management Advisors,
Inc. (f/k/a Xxxxx Xxx &
Farnham Incorporated), as
Advisor,
By: /s/ Xxxxx X. Xxxxxxx
__________________________________
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President &
Portfolio Manager
26
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
NATEXIS BANQUES POPULAIRES,
By: /s/ Xxxxxxx X. Xxxxx
_______________________________
Name: Xxxxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxx
_______________________________
Name: Xxxxxxx X. Xxxxxx
Title: Associate
OCTAGON INVESTMENT PARTNERS II, LLC,
By: Octagon Credit Investors, LLC
as Sub-Investment Manager,
By: /s/ Xxxxxxx X. Xxxxxxxxx
_______________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS
III, LTD.,
By: Octagon Credit Investors, LLC
as Portfolio Manager,
By: /s/ Xxxxxxx X. Xxxxxxxxx
_______________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
27
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
OCTAGON INVESTMENT PARTNERS IV, LTD,
By: Octagon Credit Investors, LLC
as Collateral Manager,
By: /s/ Xxxxxxx X. Xxxxxxxxx
_______________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS V, LTD.,
By: Octagon Credit Investors, LLC
as Portfolio Manager,
By: /s/ Xxxxxxx X. Xxxxxxxxx
_______________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
RACE POINT CLO, LIMITED, as Term
Lender,
By: Sankaty Advisors, LLC, as
Collateral Manager,
By: /s/ Xxxxxxx X. Xxxxx
_______________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
28
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
RACE POINT II CLO, LIMITED, as Term
Lender,
By: Sankaty Advisors, LLC, as
Collateral Manager,
By: /s/ Xxxxxxx X. Xxxxx
_______________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
SAGAMORE CLO LTD.,
By: INVESCO Senior Secured
Management, Inc., as
Collateral Manager,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
SANKATY HIGH YIELD PARTNERS II, LP,
By: /s/ Xxxxxxx X. Xxxxx
_______________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
SARATOGA CLO I LIMITED,
By: INVESCO Senior Secured
Management, Inc., as
Asset Manager,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
29
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
SAWGRASS TRADING LLC,
By: /s/ Xxxxx X. Xxxxx
_______________________________
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
SEQUILS-ING I (HBDGM), LTD.,
By: ING Capital Advisors LLC, as
Collateral Manager,
By: /s/ Xxxxxx X. Xxxx
______________________________
Name: Xxxxxx X. Xxxx
Title: Managing Director
SEQUILS-LIBERTY, LTD.,
By: INVESCO Senior Secured
Management, Inc., as
Collateral Agent,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
SEQUILS-MAGNUM, LTD. (#1280),
By: Pacific Investment Management
Company LLC, as its Investment
Advisor,
By: /s/ Xxxxx X. Xxxxxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
30
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
SRF 2000,INC.,
By: /s/ Xxxxx X. Xxxxx
_______________________________
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
SRF TRADING, INC.,
By: /s/ Xxxxx X. Xxxxx
_______________________________
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
XXXXX XXX & FARNHAM CLO I LTD.,
By: Columbia Management Advisors,
Inc. (f/k/a Xxxxx Xxx &
Farnham Incorporated), as
Portfolio Manager,
By: /s/ Xxxxx X. Xxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President &
Portfolio Manager
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY,
By: Columbia Management Advisors,
Inc. (f/k/a Xxxxx Xxx &
Farnham Incorporated), as
Advisor,
By: /s/ Xxxxx X. Xxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President &
Portfolio Manager
31
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxxx Xxxxx
_______________________________
Name: Xxxxxx Xxxxx
Title: Vice President
TRITON CDO IV, LIMITED,
By: INVESCO Senior Secured
Management, Inc., as
Investment Advisor,
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
VENTURE CDO 2002, LIMITED,
By: Barclays Capital Asset
Management Limited,
its Investment ADvisor
By: Barclays Bank PLC, New York
Branch, its Sub-Advisor,
By: /s/ Xxxxxx Xxxxx
_______________________________
Name: Xxxxxx Xxxxx
Title: Director
32
Signature Page to Seventh Amendment to GrafTech Finance Inc. Credit Agreement.
VENTURE II CDO 2002, LIMITED,
By: Barclays Bank PLC, New York
Branch, its Investment Advisor,
By: /s/ Xxxxxx Xxxxx
_______________________________
Name: Xxxxxx Xxxxx
Title: Director
