0001047469-18-001894 Sample Contracts

Contract
Pledge Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York

PLEDGE AGREEMENT dated as of February 12, 2018 (the “Agreement”), by GRAFTECH SWITZERLAND SA, a Swiss corporation (“Swissco” or the “Pledgor”), in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent for the Secured Parties (such term and each other capitalized term used but not defined herein having the meaning given it in the Credit Agreement dated as of February 12, 2018 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GrafTech International Ltd., a Delaware corporation (“Holdings”), GrafTech Finance Inc., a Delaware corporation (“Finance”), Swissco, GrafTech Luxembourg II S.À.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 167199 (“Luxembourg Holdco”), the Lender

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DATED 12 February 2018 between GrafTech Luxembourg I S.à.r.l. as Pledgor and JPMorgan Chase Bank, N.A. as Collateral Agent for the benefit of the Secured Parties in the presence of GrafTech Luxembourg II S.à.r.l. as Company
Share Pledge Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • Luxembourg
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CREDIT AGREEMENT
Credit Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York

CREDIT AGREEMENT dated as of February 12, 2018 (this “Agreement”), among GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“Holdings”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance”), GRAFTECH SWITZERLAND SA, a Swiss corporation (“Swissco”), GRAFTECH LUXEMBOURG II S.À.R.L., a Luxembourg société à responsabilité limitée, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 167199 (“Luxembourg Holdco”, and together with Finance and Swissco, each a “Co-Borrower” and, collectively, the “Co-Borrowers”), the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A. (“JPM”), as Administrative Agent and as Collateral Agent.

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date] [name] [address] Dear [first name]:
Graftech International LTD • March 20th, 2018 • Electrical industrial apparatus • Delaware

The Board of Directors (the “Board”) of GrafTech International Ltd. (the “Corporation”) has authorized the grant to you of this Severance Compensation Agreement (this “Agreement”). The Board recognizes that the possibility of a Change in Control of the Corporation exists, as is the case with many publicly held corporations, and that the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the Corporation and its stockholders.

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Contract
Guarantee Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York

GUARANTEE AGREEMENT dated as of February 12, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), made by GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“Holdings”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance”) and the other subsidiaries of Holdings from time to time party hereto (together with Holdings and Finance, the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A. (“JPM”) as Collateral Agent for the Secured Parties.

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Contract
Patent Security Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York

PATENT SECURITY AGREEMENT, dated as of February 12, 2018 (this “Agreement”), among GrafTech International Holdings Inc. (the “Grantor”) and JPMorgan Chase Bank, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”).

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Contract
European Guarantee and Luxembourg Security Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York

EUROPEAN GUARANTEE AND LUXEMBOURG SECURITY AGREEMENT dated as of February 12, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “European Guarantee”), made by GRAFTECH LUXEMBOURG I S.À.R.L., a Luxembourg societé a responsabilité limitée, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 167175 (“Luxembourg Parent”), GRAFTECH LUXEMBOURG II S.À.R.L, a Luxembourg societé a responsabilité limitée, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 167199 (“Luxembourg Holdco” or “Holdings”), GRAFTECH SWITZERLAND SA, a Swiss corporation (“Swissco” and together with Luxembourg Parent and Luxembourg Holdco, the “European Guarantors” and each, a “European

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Contract
Copyright Security Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York

COPYRIGHT SECURITY AGREEMENT, dated as of February 12, 2018 (this “Agreement”), among GrafTech International Holdings Inc. (the “Grantor”) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, the “Collateral Agent”).

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COLLATERAL AGREEMENT dated as of February 12, 2018, among GRAFTECH INTERNATIONAL LTD., as Holdings, GRAFTECH FINANCE INC.,
Collateral Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York

COLLATERAL AGREEMENT dated as of February 12, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) among GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“Holdings”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance”), the other GRANTORS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, together with its successors and assigns, the “Collateral Agent”).

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Contract
Trademark Security Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York

TRADEMARK SECURITY AGREEMENT, dated as of February 12, 2018 (this “Agreement”), among GrafTech International Holdings Inc. (the “Grantor”) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, the “ Collateral Agent”).

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TAX RECEIVABLE AGREEMENT dated as of between GrafTech International Ltd. and Brookfield Capital Partners IV GP, Ltd
Tax Receivable Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [•], is hereby entered into by and between GrafTech International Ltd., a Delaware corporation (the “Corporation”) and Brookfield Capital Partners IV GP, Ltd., an Ontario corporation, in its capacity as representative of the Existing Stockholders (the “Existing Stockholders Representative”).

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Mr. David J. Rintoul 6907 Pennwell Drive Spring, TX 77389 Re: Employment Agreement Dear David:
Letter Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus • Ohio

This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with GrafTech International Holdings Inc. (the “Company”). It is important that you understand clearly both what your benefits are and what the Company expects of you. By signing this Agreement, you are agreeing to employment on the following terms:

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Contract
Swiss Security Agreement • March 20th, 2018 • Graftech International LTD • Electrical industrial apparatus

SWISS SECURITY AGREEMENT dated as of February 12, 2018, made by GRAFTECH SWITZERLAND SA, a Swiss corporation (“Swissco” / the “Assignor”) and JPMORGAN CHASE BANK, N.A. (“JPM” / the “Assignee”) as the Assignee and Collateral Agent for the Secured Parties (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement dated as of February 12, 2018, among GrafTech International Ltd., a Delaware corporation, GrafTech Finance Inc., a Delaware corporation, GrafTech Luxembourg II S.à.r.l., a Luxembourg société à responsabilité limitée, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 167199, Swissco, the Lenders and Issuing Banks from time to time party thereto and JPM, as Administrative Agent and Collateral Agent (as the same may be amended, amended and restated, supplemented or othe

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