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SECOND AMENDMENT dated as of October 29, 2012 (this “Amendment”), in respect of 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 March 26, 2012 (as further amended from time to time, the “Credit Agreement”), among GRAFTECH INTERNATIONAL LTD. (“GrafTech”); GRAFTECH LUXEMBOURG I S.À.R.L. (“Luxembourg Parent”); GRAFTECH LUXEMBOURG II S.À.R.L. (“Luxembourg Holdco”); GRAFTECH FINANCE INC. (“Finance”); 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 from time to time party thereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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.

In consideration of the above premises and the agreements, provisions and covenants herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

SECTION 1.    Amendment. Upon the effectiveness of this Amendment as provided in Section 3 below, the Credit Agreement is hereby amended as follows:

(a)    Section 1.01 of the Credit Agreement is hereby amended to add the following definition:

(b)    The definition of “General Debt Basket” contained in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(c)    The definition of “Permitted Subsidiary Investment” contained in Section 1.01 of the Credit Agreement is hereby amended (i) by deleting the words “of, and” in clause (a) thereof and inserting “, (b)” in their place and (ii) by relettering clause (b) as clause (c).

(d)    Section 6.01(a) of the Credit Agreement is hereby amended by inserting the following new clause (xiii) immediately after clause (xii) thereof and renumbering clauses (xiii), (xiv), (xv), (xvi) and (xvii) thereof as clauses (xiv), (xv), (xvi), (xvii) and (xviii), respectively (and all references to such clauses in the Credit Agreement shall be amended to reflect such renumbering):

(e)    Section 6.01(b) of the Credit Agreement is hereby amended (i) by inserting at the end of clause (b)(i) thereof the words “and Permitted Refinancing Notes in respect of the Senior Subordinated Notes”, and (ii) by inserting the following new clause (vi) immediately after clause (v) thereof and renumbering clauses (vi) and (vii) thereof as clauses (vii) and (viii), respectively (and all references to such clauses in the Credit Agreement shall be amended to reflect such renumbering):

(f)    Section 6.01(c) of the Credit Agreement is hereby amended by inserting the following new clause (vi) immediately after clause (v) thereof and renumbering clauses (vi) and (vii) thereof as clauses (vii) and (viii), respectively (and all references to such clauses in the Credit Agreement shall be amended to reflect such renumbering):

(g)    Section 6.04(j) of the Credit Agreement is hereby amended to read as follows:

(h)    Section 6.04 of the Credit Agreement is hereby amended by inserting the following new clause (s) immediately after clause (r) thereof:

(i)    Section 6.08(b)(iii), of the Credit Agreement is hereby amended by inserting at the end thereof “and Investments in Subsidiaries permitted by Section 6.04”.

(j)    Section 6.09(a) of the Credit Agreement is hereby amended (i) by replacing the word “and” immediately following clause (ii) thereof with a comma and (ii) by inserting the following new clause (iv):

SECTION 2.    Representations and Warranties. Each of GrafTech and the Borrowers hereby represents and warrants to the Administrative Agent and the Lenders, as of the Effective Date (as defined below) that:

(a)    no Default or Event of Default has occurred and is continuing; and

(b)    the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case they were true and correct as of such earlier date).

SECTION 3.    Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) on which the Administrative Agent shall have received counterparts hereof duly executed and delivered by GrafTech, the Borrowers and the Required Lenders.

SECTION 1.    Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 2.    Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 3.    Expenses. GrafTech and Finance agree to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.

SECTION 4.    No Other Amendments; Confirmation. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute an amendment of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan 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 or any other Loan 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 Borrowers to a consent to, or an amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. On and after the Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby.

SECTION 5.    Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

Name of Lender: BANK OF AMERICA, N.A.

by

/s/ Kenneth G. Wood    

Name: Kenneth G. Wood

Title: Senior Vice President

by

    

Name:
Title:

Name of Lender: THE BANK OF NOVA SCOTIA

by

/s/ Michelle C. Phillips    

Name: Michelle C. Phillips

Title: Director

 

Name of Lender: BANK OF THE WEST

by

/s/ Camille Farnsworth-Schrader    

Name: Camille Farnsworth-Schrader

Title: Vice President

 

Name of Lender: BNP PARIBAS

by

/s/ Michael A. Kowalczuk    

Name: Michael A. Kowalczuk

Title: Director

by¹ 

/s/ Berangere Allen            

Name: Berangere Allen

Title: Director

 

¹. For any Lender requiring a second signature line

SIGNATURE PAGE

Name of Lender: Fifth Third Bank

by

/s/ Sandra Centa    

Name: Sandra Centa

Title: Vice President

By¹ 

    

Name:
Title:

¹. For any Lender requiring a second signature line

SIGNATURE PAGE

Name of Lender: THE HUNTINGTON

NATIONAL BANK

by

/s/ Brian H. Gallagher    

Name: Brian H. Gallagher

Title: Senior Vice President

By¹ 

    

Name:
Title:

¹. For any Lender requiring a second signature line

Name of Lender: KEYBANK NATIONAL

ASSOCIATION

by

/s/ Suzannah Valdivia    

Name: Suzannah Valdivia

Title: Vice President

 

Name of Lender: PNC Bank NA

by

/s/ Christian S. Brown    

Name: Christian S. Brown

Title: Senior Vice President

By¹ 

    

Name:
Title:

Name of Lender: The Royal Bank of Scotland plc

by

/s/ Brett Thompson    

Name: Brett Thompson

Title: Director

By¹ 

    

Name:
Title:

 

Name of Lender: Sovereign Bank, N.A.

by

/s/ John W. Deegan    

Name: John W. Deegan

Title: Senior Vice President

 

Name of Lender: U.S. Bank National Association

by

/s/ Mark Irey    

Name: Mark Irey

Title: AVP

 

Name of Lender: Wells Fargo Bank, NA

by

/s/ Jeffrey White    

Name: Jeffrey White

Title: Vice President