ContractPledge Agreement • June 10th, 2010 • GrafTech Holdings Inc. • New York
AMENDED AND RESTATED PLEDGE AGREEMENT dated as of April 28, 2010 (the “Agreement”), by GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH GLOBAL ENTERPRISES INC., a Delaware corporation (“Global”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance” and, together with GrafTech Switzerland S.A., the “Borrowers”), the other subsidiaries of GrafTech from time to time party hereto (together with GrafTech, Global and Finance, the “Pledgors”), 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 April 28, 2010, among GrafTech, Global, the Borrowers, the LC Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank (as the same may be amended, supplemented or otherwise modified from
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 28, 2010 among GRAFTECH INTERNATIONAL LTD. GRAFTECH GLOBAL ENTERPRISES INC. GRAFTECH FINANCE INC. GRAFTECH SWITZERLAND S.A. The LC Subsidiaries Party Hereto The Lenders Party Hereto JPMORGAN...Credit Agreement • June 10th, 2010 • GrafTech Holdings Inc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL LTD.; GRAFTECH GLOBAL ENTERPRISES INC.; GRAFTECH FINANCE INC.; GRAFTECH SWITZERLAND S.A.; the LC SUBSIDIARIES from time to time party hereto; the LENDERS from time to time party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Issuing Bank.
AMENDED AND RESTATED SECURITY AGREEMENT dated as of April 28, 2010, made by GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH GLOBAL ENTERPRISES INC., a Delaware corporation (“Global”), GRAFTECH FINANCE INC., a Delaware...Security Agreement • June 10th, 2010 • GrafTech Holdings Inc. • New York
WHEREAS the Credit Agreement is being amended and restated and each Grantor that is a party to the existing Security Agreement dated as of February 8, 2005, among GrafTech, Global, Finance, the grantors from time to time party thereto and JPMorgan Chase Bank, N.A., as collateral agent for the lenders, has agreed to reaffirm and confirm the security interests granted by it and its obligations thereunder and to amend and restate such existing Security Agreement in the form hereof;
AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of April 28, 2010, made by GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH GLOBAL ENTERPRISES INC., a Delaware corporation (“Global”), GRAFTECH FINANCE INC., a Delaware...Guarantee Agreement • June 10th, 2010 • GrafTech Holdings Inc. • New York
WHEREAS the Credit Agreement is being amended and restated and each Guarantor that is a party to the existing Guarantee Agreement dated as of February 8, 2005, among GrafTech, Global, Finance, the guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as collateral agent for the lenders, has agreed to reaffirm and confirm its guarantee and its obligations thereunder and to amend and restate such existing Guarantee Agreement in the form hereof;
ContractIndemnification & Liability • June 10th, 2010 • GrafTech Holdings Inc. • New York
AMENDED AND RESTATED INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH GLOBAL ENTERPRISES INC., a Delaware corporation (“Global”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance” and, together with GrafTech Switzerland S.A., the “Borrowers”), each of the other Domestic Subsidiaries from time to time party hereto (such Domestic Subsidiaries and Global, collectively, the “Subsidiary Guarantors”), and 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 (as defined below)).
REGISTRATION RIGHTS AND STOCKHOLDERS’ AGREEMENTRegistration Rights and Stockholders’ Agreement • June 10th, 2010 • GrafTech Holdings Inc. • Delaware
This REGISTRATION RIGHTS AND STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of , 2010, and is entered into by and among GrafTech International Ltd., a Delaware corporation (formerly GrafTech Holdings Inc., the “Company”), Seadrift Coke, LLC, a Delaware limited liability company (the “SD General Partner”), The Rebecca and Nathan Milikowsky Family Foundation, a charitable trust (the “Nathan Foundation”), Daniel and Sharon Milikowsky Family Foundation, Inc., a charitable trust (the “Daniel Foundation”), NMCG Holdings, LLC, a Delaware limited liability company (“NMCG”), NMSD LLC, a Delaware limited liability company (“NMSD” and, together with the SD General Partner, the Nathan Foundation, the Daniel Foundation and NMCG, the “Principal Holders”), Nathan Milikowsky (“NM”), Daniel Milikowsky (“DM”), and each of the other stockholders listed on Schedule A and the signature pages hereof (together with NM and DM, the “Additional Holders,” and together with the Principal Holders, the “Hol
AGREEMENT AND PLAN OF MERGER Dated as of April 28, 2010 Among GRAFTECH INTERNATIONAL LTD., GRAFTECH HOLDINGS INC., GRAFTECH DELAWARE I INC., GRAFTECH DELAWARE II INC., SEADRIFT COKE L.P. and CERTAIN PARTNERS OF SEADRIFT COKE L.P.Merger Agreement • June 10th, 2010 • GrafTech Holdings Inc. • Delaware
AGREEMENT AND PLAN OF MERGER dated as of April 28, 2010 (this “Agreement”), is entered into by and among GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH HOLDINGS INC., a Delaware corporation and a wholly owned subsidiary of GrafTech (“Parent”), GRAFTECH DELAWARE I INC., a Delaware corporation and a wholly owned subsidiary of Parent (“GrafTech Merger Sub”), and GRAFTECH DELAWARE II INC., a Delaware corporation and a wholly owned subsidiary of Parent (“GrafTech SD Merger Sub,” together with GrafTech Merger Sub, the “Merger Subs”), SEADRIFT COKE L.P., a Delaware limited partnership (the “Partnership”), those partners of the Partnership named on Exhibit A hereto (each a “Key Partner,” and collectively, the “Key Partners”), and, solely for purposes of Sections 7.14, 7.16, 7.18, 7.19, 7.20 and 7.21 hereof, Article X (and Articles XI and XII in respect thereof), Nathan Milikowsky and Daniel Milikowsky.
Swiss Security Agreement dated April 28, 2010 between Graftech Switzerland SA (formerly UCAR SA) as Assignor and JPMorgan Chase Bank, N.A. as Assignee LENZ & STAEHELIN ATTORNEYS-AT-LAWSwiss Security Agreement • June 10th, 2010 • GrafTech Holdings Inc.
Graftech Switzerland SA, a company limited by shares organised and incorporated under the laws of Switzerland, having is registered office at 1 Route de Renens, 1030 Bussigny-près-Lausanne, Switzerland;
ContractIntellectual Property Security Agreement • June 10th, 2010 • GrafTech Holdings Inc. • New York
AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April 28, 2010, made by GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH GLOBAL ENTERPRISES INC., a Delaware corporation (“Global”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance” and, together with GrafTech Switzerland S.A., the “Borrowers”), and the other subsidiaries of GrafTech from time to time party hereto (together with GrafTech, Global and Finance, the “Grantors”) 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 Amended and Restated Credit Agreement dated as of April 28, 2010, among GrafTech, Global, the Borrowers, the LC Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank (as the same may be amended, supple
AGREEMENT AND PLAN OF MERGER Dated as of April 28, 2010 Among GRAFTECH INTERNATIONAL LTD., GRAFTECH HOLDINGS INC., GRAFTECH DELAWARE III INC., C/G ELECTRODES, LLC and CERTAIN MEMBERS OF C/G ELECTRODES, LLCMerger Agreement • June 10th, 2010 • GrafTech Holdings Inc. • Delaware
AGREEMENT AND PLAN OF MERGER dated as of April 28, 2010 (this “Agreement”), is entered into by and among GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH HOLDINGS INC., a Delaware corporation and a wholly owned subsidiary of GrafTech (“Parent”), GRAFTECH DELAWARE III INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), C/G ELECTRODES, LLC, a Delaware limited liability company (the “Company”), those members of the Company named on Exhibit A hereto (each a “Key Member,” and collectively, the “Key Members”), and, solely for purposes of Sections 7.14, 7.16, 7.18, 7.19, 7.20 and 7.21 hereof, and Article X (and Articles XI and XII in respect thereof) Nathan Milikowsky and Daniel Milikowsky.
ContractLc Subsidiary Agreement • June 10th, 2010 • GrafTech Holdings Inc. • New York
FORM OF LC SUBSIDIARY AGREEMENT dated as of [ ], among [GRAFTECH FINANCE INC., a Delaware corporation][GRAFTECH SWITZERLAND S.A., a Swiss corporation] (the “Applicable Borrower” and, together with [GrafTech Switzerland S.A.][GrafTech Finance Inc.], the “Borrowers”), [NAME OF LC SUBSIDIARY], a [ ] corporation (the “New LC Subsidiary”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).
FORM OF PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • June 10th, 2010 • GrafTech Holdings Inc. • New York
Product Supply Agreement (this “Agreement”) dated as of [ ], 2010, between, SEADRIFT COKE L.P., a limited partnership organized under the laws of the State of Texas with offices at 8618 State Highway 185 North, Port Lavaca, Texas 77979 (“Seller”), and C/G ELECTRODES, LLC, a Delaware limited liability corporation with offices at 800 Theresia Street, Saint Marys, Pennsylvania 15857 (“Buyer” and, together with Seller, individually, a “Party” and collectively, the “Parties”), for the sale and purchase of calcined petroleum needle coke (“Coke”) produced at Seller’s facility in Port Lavaca, Texas.
ContractCredit Agreement • June 10th, 2010 • GrafTech Holdings Inc. • New York
AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 28, 2010 (this “Amendment Agreement”), in respect of the CREDIT AGREEMENT dated as of February 8, 2005 (as amended to date, the “Credit Agreement”), among GRAFTECH INTERNATIONAL LTD. (“GrafTech”), GRAFTECH GLOBAL ENTERPRISES INC. (“Global”), GRAFTECH FINANCE INC. (“Finance”), the LC SUBSIDIARIES from time to time party thereto, the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
