0001193125-12-186289 Sample Contracts

Page ARTICLE I Definitions SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 42 SECTION 1.03. Terms Generally 42 SECTION 1.04. Accounting Terms; GAAP 43 SECTION 1.05. Exchange Rates 44 SECTION 1.06. Status of...
Credit Agreement • April 26th, 2012 • Graftech International LTD • Electrical industrial apparatus • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 7, 2011, as amended and further restated on April 20, 2012, pursuant to the First Amendment dated as of March 26, 2012, among GRAFTECH INTERNATIONAL LTD.; GRAFTECH FINANCE INC.; GRAFTECH LUXEMBOURG I S.À.R.L.; GRAFTECH LUXEMBOURG II S.À.R.L.; 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, Issuing Bank and Swingline Lender.

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Pledge Agreement • April 26th, 2012 • Graftech International LTD • Electrical industrial apparatus • New York

PLEDGE AGREEMENT dated as of March 30, 2012 (the “Agreement”), by 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 being registered with the Registre de Commerce et des Sociétés in Luxembourg under number B 167199 (“Luxembourg Holdco” 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 Amended and Restated Credit Agreement dated as of October 7, 2011, as amended by the First Amendment dated as of March 26, 2012, among GrafTech, GrafTech Finance Inc., GrafTech Switzerland S.A. (“Swissco”), the LC Subsidiaries from time to time party thereto, the other Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative A

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Contract
Security Agreement • April 26th, 2012 • Graftech International LTD • Electrical industrial apparatus • New York

SECOND AMENDED AND RESTATED SECURITY AGREEMENT dated as of April 20, 2012, made by GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance”), and the other subsidiaries of GrafTech from time to time party hereto (together with GrafTech 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 otherwise defined herein having the meaning given it in the Amended and Restated Credit Agreement dated as of October 7, 2011, as amended and further restated as of April 20, 2012 pursuant to the First Amendment dated as of March 26, 2012, among GrafTech, Finance, GrafTech Luxembourg I S.à.r.l., GrafTech Luxembourg II S.à.r.l. and GrafTech Swissco S.A., the LC Subsidiaries time to time party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and Swingline

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Contract
Pledge Agreement • April 26th, 2012 • Graftech International LTD • Electrical industrial apparatus • New York

SECOND AMENDED AND RESTATED PLEDGE AGREEMENT dated as of March 26, 2012 (the “Agreement”), by GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance”), the other subsidiaries of GrafTech from time to time party hereto (together with GrafTech 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 Amended and Restated Credit Agreement dated as of October 7, 2011, as amended by the First Amendment dated as of March 26, 2012, among GrafTech, the Borrowers from time to time party thereto, the LC Subsidiaries from time to time party thereto, the other 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, suppleme

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Indemnity, Subrogation and Contribution Agreement • April 26th, 2012 • Graftech International LTD • Electrical industrial apparatus • New York

SECOND AMENDED AND RESTATED INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT dated as of April 20, 2012, among GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance”), each of the other Domestic Subsidiaries from time to time party hereto (such Domestic Subsidiaries, 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 to it in the Credit Agreement (as defined below)).

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Contract
Pledge Agreement • April 26th, 2012 • Graftech International LTD • Electrical industrial apparatus • New York

PLEDGE AGREEMENT dated as of March 26, 2012 (the “Agreement”), by GRAFTECH LUXEMBOURG I 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 being registered with the Registre de Commerce et des Sociétés in Luxembourg under number B 167175 (“Luxembourg Parent” 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 Amended and Restated Credit Agreement dated as of October 7, 2011, as amended by the First Amendment dated as of March 26, 2012, among GrafTech, GrafTech Finance Inc., GrafTech Switzerland S.A. (“Swissco”), the LC Subsidiaries from time to time party thereto, the other Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Ag

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Guarantee Agreement • April 26th, 2012 • Graftech International LTD • Electrical industrial apparatus • New York

SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of April 20, 2012, made by GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance”), and the other subsidiaries of GrafTech from time to time party hereto (together with GrafTech and Finance, the “Guarantors”), 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 to it in the Amended and Restated Credit Agreement dated as of October 7, 2011, as amended and further restated as of April 20, 2012 pursuant to the First Amendment dated as of March 26, 2012, among GrafTech, Finance, GrafTech Luxembourg I S.à.r.l., GrafTech Luxembourg II S.à.r.l. and GrafTech Switzerland S.A. (“Swissco”), the LC Subsidiaries party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank (as the sa

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Contract
European Guarantee and Luxembourg Security Agreement • April 26th, 2012 • Graftech International LTD • Electrical industrial apparatus • New York

EUROPEAN GUARANTEE AND LUXEMBOURG SECURITY AGREEMENT dated as of April 20, 2012, made by GRAFTECH LUXEMBOURG I S.À.R.L., a Luxembourg societé a responsabilité limitée (“Luxembourg Parent”), GRAFTECH LUXEMBOURG II S.À.R.L, a Luxembourg societé a responsabilité limitée (“Luxembourg Holdco”), GRAFTECH SWITZERLAND S.A., a Swiss corporation (“Swissco” and together with Luxembourg Parent and Luxembourg Holdco, the “European Guarantors” and each, a “European Guarantor”), 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 to it in the Amended and Restated Credit Agreement dated as of October 7, 2011, as amended and further restated on April 20, 2012, pursuant to the First Amendment dated as of March 26, 2012, among GrafTech International Ltd., GrafTech Finance Inc., Luxembourg Parent, Luxembourg Holdco, Swissco, the LC Subsidiaries from time to time party thereto, the

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Second confirmation and amendment agreement dated April 20, 2012 relating to the Swiss Security Agreement dated April 28, 2010 As confirmed and amended by the confirmation and amendment agreement dated October 7, 2011
Security Agreement • April 26th, 2012 • Graftech International LTD • Electrical industrial apparatus

This Second Confirmation and Amendment agreement to the Swiss Security Agreement (this “Agreement”) is made as of April 20, 2012 by and between

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