GrafTech International Ltd. Watch

from 10-Q ~10 pages First Amendment Dated as of June 15, 2018 (This “Amendment”), Is Made and Entered Into by and Among GrafTech International Ltd., a Delaware Corporation (“Graftech”), Graftech Finance Inc., a Delaware Corporation (“Finance”), 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”), Graftech Switzerland SA, a Swiss Corporation (“Swissco”), Each of the Entities Listed as an “Incremental Term Lender” on the Signature Pages Hereto (Each, an “Incremental Term Lender”), Jpmorgan Chase Bank, N.A. (“Jpmorgan”), as Administrative Agent (In Such Capacity, the “Administrative Agent”) and for Purposes of Sections 5 and 6 Hereof Only, Each of the Entities Listed as a “Guarantor” on the Signature Pages Hereto (Such Entities Together With Finance and Graftech, the “US Loan Parties”), Which Upon Satisfaction of the Conditions to Effectiveness Thereto, Amends the Credit Agreement Dated as of February 12, 2018 (As Amended, Supplemented or Otherwise Modified Prior to the Date Hereof, the “Credit Agreement”), Among Graftech, Finance, Luxembourg Holdco, Swissco, the Lenders and Issuing Banks From Time to Time Party Thereto, and Jpmorgan, as Administrative Agent and Collateral Agent. Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Assigned to Them in the Credit Agreement

from S-1 17 pages 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 Otherwise Modified From Time to Time, the “Credit Agreement”))

from S-1 19 pages Pledge Agreement Dated as of February 12, 2018 (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 Registered With the Luxembourg Trade and Companies Register (Registre De Commerce Et Des Sociétés) 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 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”), Graftech Switzerland SA, a Swiss Corporation (“Swissco”), Luxembourg Holdco, the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent)

from S-1 18 pages Pledge Agreement Dated as of February 12, 2018 (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 Registered With the Luxembourg Trade and Companies Register (Registre De Commerce Et Des Sociétés) 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 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”), Graftech Switzerland SA, a Swiss Corporation (“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 Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent)

from S-1 18 pages 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 Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent)

from S-1 22 pages 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 Guarantor”), in Favor of Jpmorgan Chase Bank, N.A. (“Jpm”), 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 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, Graftech Finance Inc., a Delaware Corporation, Luxembourg Holdco, Swissco, the Lenders and Issuing Banks From Time to Time Party Thereto and Jpm, as Administrative Agent and Collateral Agent (In Such Capacity, the “Collateral Agent”))

from S-1 211 pages Credit Agreement Dated as of February 12, 2018 Among GrafTech International Ltd., as Holdings, Graftech Finance Inc., Graftech Switzerland SA, and Graftech Luxembourg II S.À.R.L., as Co-Borrowers, the Lenders and Issuing Banks Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent Jpmorgan Chase Bank, N.A., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Hsbc Securities (USA) Inc. and Rbc Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners

from DRS/A 17 pages 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 Otherwise Modified From Time to Time, the “Credit Agreement”))

from DRS/A 19 pages Pledge Agreement Dated as of February 12, 2018 (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 Registered With the Luxembourg Trade and Companies Register (Registre De Commerce Et Des Sociétés) 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 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”), Graftech Switzerland SA, a Swiss Corporation (“Swissco”), Luxembourg Holdco, the Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent)

from DRS/A 18 pages Pledge Agreement Dated as of February 12, 2018 (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 Registered With the Luxembourg Trade and Companies Register (Registre De Commerce Et Des Sociétés) 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 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”), Graftech Switzerland SA, a Swiss Corporation (“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 Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent)

from DRS/A 18 pages 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 Lenders and Issuing Banks Party Thereto From Time to Time and Jpmorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent)

from DRS/A 22 pages 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 Guarantor”), in Favor of Jpmorgan Chase Bank, N.A. (“Jpm”), 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 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, Graftech Finance Inc., a Delaware Corporation, Luxembourg Holdco, Swissco, the Lenders and Issuing Banks From Time to Time Party Thereto and Jpm, as Administrative Agent and Collateral Agent (In Such Capacity, the “Collateral Agent”))

from DRS/A 211 pages Credit Agreement Dated as of February 12, 2018 Among GrafTech International Ltd., as Holdings, Graftech Finance Inc., Graftech Switzerland SA, and Graftech Luxembourg II S.À.R.L., as Co-Borrowers, the Lenders and Issuing Banks Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent Jpmorgan Chase Bank, N.A., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Hsbc Securities (USA) Inc. and Rbc Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners

from 10-Q 39 pages Third Amendment Dated as of April 27, 2016 (This “Amendment”), in Respect of the Second Amended and Restated Credit Agreement Dated as of February 27, 2015 (As Amended, Supplemented or Otherwise Modified Prior to the Date Hereof, the “Credit Agreement”), Among GrafTech International Ltd. (“Graftech”), Graftech Finance Inc. (“Finance”), Graftech Luxembourg I S.À.R.L., Graftech Luxembourg II S.À.R.L. (“Luxembourg Holdco”), Graftech Switzerland S.A. (“Swissco” And, Together With Finance and Luxembourg Holdco, the “Borrowers”), the Lc Subsidiaries From Time to Time Party Thereto, the Lenders and Issuing Banks From Time to Time Party Thereto, and Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, as an Issuing Bank and as Swingline Lender. Whereas, the Lenders Have Agreed to Extend Credit to the Borrowers Under the Credit Agreement on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Borrowers Have Requested That the Credit Agreement Be Amended as Set Forth Below. Capitalized Terms Used but Not Defined Herein Have the Meanings Assigned to Them in the Credit Agreement

from 10-Q 23 pages Second Amendment Dated as of July 28, 2015 (This “Amendment”), in Respect of the Second Amended and Restated Credit Agreement Dated as of February 27, 2015 (As Amended, Supplemented or Otherwise Modified Prior to the Date Hereof, the “Credit Agreement”), Among GrafTech International Ltd. (“Graftech”), Graftech Finance Inc. (“Finance”), Graftech Luxembourg I S.À.R.L., Graftech Luxembourg II S.À.R.L. (“Luxembourg Holdco”), Graftech Switzerland S.A. (“Swissco” And, Together With Finance and Luxembourg Holdco, the “Borrowers”), the Lc Subsidiaries From Time to Time Party Thereto, the Lenders and Issuing Banks From Time to Time Party Thereto, and Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, as an Issuing Bank and as Swingline Lender. Whereas, the Lenders Have Agreed to Extend Credit to the Borrowers Under the Credit Agreement on the Terms and Subject to the Conditions Set Forth Therein;

from 8-K 178 pages Second Amendment and Restatement Agreement Dated as of February 27, 2015 (This “Agreement”), Relating to the Amended and Restated Credit Agreement Dated as of April 23, 2014 (As Amended to the Date Hereof, the “Existing Credit Agreement”), Among GrafTech International Ltd., a Delaware Corporation (“Graftech”); Graftech Finance Inc. (“Finance”); Graftech Luxembourg I S.À.R.L. (“Luxembourg Parent”), Graftech Luxembourg II S.À.R.L. (“Luxembourg Holdco”); Graftech Switzerland S.A. (“Swissco” And, Together With Finance and Luxembourg Holdco, the “Borrowers”); the Lc Subsidiaries From Time to Time Party Thereto; the Other Subsidiaries From Time to Time Party Thereto; the Lenders and Issuing Banks From Time to Time Party Thereto and Jpmorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender. Whereas, the Lenders Under the Existing Credit Agreement Have Agreed to Extend Credit to the Borrowers on the Terms and Subject to the Conditions Set Forth Therein; And

from 10-Q ~20 pages Third Amended and Restated Security Agreement Dated as of April 23, 2014, 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 April 23, 2014, Among Graftech, Finance, Graftech Luxembourg I S.À.R.L., Graftech Luxembourg II S.À.R.L. and Graftech Switzerland 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 Lender (As the Same May Be Further Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”))

from 10-Q ~20 pages Third Amended and Restated Pledge Agreement Dated as of April 23, 2014 (The “Agreement”), 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 “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 April 23, 2014, 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 and Issuing Banks From Time to Time Party Thereto and Jpmorgan Chase Bank, N.A., as Administrative Agent (As the Same May Be Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”))

from 10-Q ~20 pages Second Amended and Restated Pledge Agreement Dated as of April 23, 2014 (The “Agreement”), by Graftech Switzerland S.A., 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 to It in the Amended and Restated Credit Agreement Dated as of April 23, 2014, Among GrafTech International Ltd., Graftech Finance Inc., Graftech Luxembourg I S.À.R.L., Graftech Luxembourg I S.À.R.L., Swissco, 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, Issuing Bank and Swingline Lender (As the Same May Be Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”))

from 10-Q 178 pages Amendment and Restatement Agreement Dated as of April 23, 2014 (This “Amendment”), Relating to the Credit Agreement Dated as of October 7, 2011 (As Amended to the Date Hereof, the “Original Credit Agreement”), Among GrafTech International Ltd., a Delaware Corporation (“Graftech”); Graftech Finance Inc. (“Finance”); Graftech Luxembourg I S.À.R.L., Graftech Luxembourg II S.À.R.L. (“Luxembourg Holdco”); Graftech Switzerland S.A. (“Swissco” And, Together With Finance and Luxembourg Holdco, the “Borrowers”); the Lc Subsidiaries From Time to Time Party Thereto; the Other Subsidiaries From Time to Time Party Thereto; the Lenders and Issuing Banks From Time to Time Party Thereto and Jpmorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender. Whereas, the Lenders Under the Original Credit Agreement Have Agreed to Extend Credit to the Borrowers on the Terms and Subject to the Conditions Set Forth Therein; And