Third-Party Notes. None. GrafTech Holdings Inc. GrafTech USA LLC Seadrift Coke L.P. Fiber Materials Inc. GrafTech Global Enterprises Inc. GrafTech International Holdings Inc. GrafTech DE LLC GrafTech Seadrift Holding Corp. GrafTech International Trading Inc. GrafTech Technology LLC GrafTech NY Inc. Graphite Electrode Network LLC Intermat Each at the following address: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ SUPPLEMENT NO. [•] dated as of [ ], to the Third Amended and Restated Pledge Agreement dated as of April 23, 2014 (the “Pledge Agreement”), among GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GrafTech”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance”), the other subsidiaries of GrafTech from time to time party thereto (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 Pledge Agreement, and if not defined therein, having the meaning given it in the Credit Agreement (as defined below)). A. Reference is made to the Amended and Restated Credit Agreement dated as of April 23, 2014 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), 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. B. The Pledgors have entered into the Pledge Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Pursuant to Section 5.11 of the Credit Agreement (and the requirement thereunder that all actions be taken in order to cause the Collateral and Guarantee Requirement to be satisfied at all times), certain Subsidiaries are required to enter into the Pledge Agreement as a Pledgor upon the occurrence of certain events. Section 29 of the Pledge Agreement provides that additional Subsidiaries may become Pledgors under the Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned (the “New Pledgor”) is a Subsidiary and is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Pledgor under the Pledge Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Collateral Agent and the New Pledgor agree as follows: SECTION 1. In accordance with Section 29 of the Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and the New Pledgor hereby agrees to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder. Each reference to a “Pledgor” in the Pledge Agreement shall be deemed to include the New Pledgor. The Pledge Agreement is hereby incorporated herein by reference. SECTION 2. The New Pledgor represents and warrants to the Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency or similar laws effecting creditors’ rights generally and equitable principles of general applicability. SECTION 3. The New Pledgor hereby represents and warrants that Schedule I attached hereto includes a true and correct listing of all the Collateral owned by it. The New Pledgor hereby agrees to cause the Issuer of any Collateral listed on Schedule I hereto that is a Subsidiary to execute and deliver an Acknowledgment and Consent substantially in the form of Annex II to the Pledge Agreement. SECTION 4. This Supplement 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 instrument. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Pledgor and the Collateral Agent. SECTION 5. Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect. SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Pledge Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 8. All communications and notices hereunder shall be in writing and given as provided in the Credit Agreement. All communications and notices hereunder to the New Pledgor shall be given to it at the address set forth under its signature, with a copy to Finance.
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Third-Party Notes. None. GrafTech Holdings Inc. GrafTech USA LLC Seadrift Coke L.P. Fiber Materials Inc. GrafTech Global Enterprises Inc. GrafTech International Holdings Inc. GrafTech DE LLC GrafTech Seadrift Holding Corp. GrafTech International Trading Inc. GrafTech Technology LLC GrafTech NY Inc. Graphite Electrode Network LLC Intermat Each at of the following address: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ SUPPLEMENT NO. [•] dated as undersigned hereby acknowledges receipt of [ ], to a copy of the Third Second Amended and Restated Pledge Agreement dated as of April 23, 2014 (the “Pledge Agreement”), among by GRAFTECH INTERNATIONAL LTD.SWITZERLAND S.A., a Delaware Swiss corporation (the “GrafTechPledgor”), GRAFTECH FINANCE INC., a Delaware corporation (“Finance”), the other subsidiaries of GrafTech from time to time party thereto (together with GrafTech and Finance, the “Pledgors”) in favor of JPMORGAN CHASE BANK, N.A. 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 Pledge Agreement, and if not defined therein, having the meaning given it in the Credit Agreement (as defined below)).
A. Reference is made to the Amended and Restated Credit Agreement dated as of April 23, 2014 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)2014, among GrafTechGrafTech International Ltd., the Borrowers from time to time party theretoGrafTech Finance Inc., GrafTech Luxembourg I S.à.▇.▇., GrafTech Luxembourg I S.à.▇.▇., GrafTech Switzerland S.A., 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 Agent, an Issuing Bank and Issuing Banka Swingline Lender (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)).
B. The Pledgors have entered into 1. Each of the Pledge Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit pursuant to, and upon undersigned will be bound by the terms and subject to the conditions specified in, the Credit Agreement. Pursuant to Section 5.11 of the Credit Agreement (and the requirement thereunder that all actions be taken in order to cause the Collateral and Guarantee Requirement to be satisfied at all times), certain Subsidiaries are required to enter into the Pledge Agreement as a Pledgor upon the occurrence of certain events. Section 29 of the Pledge Agreement provides that additional Subsidiaries may become Pledgors under and will comply with such terms insofar as such terms are applicable to the Pledge Agreement by execution and delivery of an instrument in the form of this Supplementundersigned.
2. The undersigned (the “New Pledgor”) is a Subsidiary and is executing this Supplement in accordance with the requirements Each of the Credit Agreement to become a Pledgor under the Pledge Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, undersigned will notify the Collateral Agent and the New Pledgor agree as follows:
SECTION 1. In accordance with Section 29 promptly in writing of the Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and the New Pledgor hereby agrees to all the terms and provisions occurrence of any of the Pledge Agreement applicable to it as a Pledgor thereunder. Each reference to a “Pledgor” events described in the Pledge Agreement shall be deemed to include the New Pledgor. The Pledge Agreement is hereby incorporated herein by reference.
SECTION 2. The New Pledgor represents and warrants to the Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects subsection 5(a) of applicable bankruptcy, insolvency or similar laws effecting creditors’ rights generally and equitable principles of general applicability.
SECTION 3. The New Pledgor hereby represents and warrants that Schedule I attached hereto includes a true and correct listing of all the Collateral owned by it. The New Pledgor hereby agrees to cause the Issuer of any Collateral listed on Schedule I hereto that is a Subsidiary to execute and deliver an Acknowledgment and Consent substantially in the form of Annex II to the Pledge Agreement.
SECTION 43. This Supplement may be executed in two or more counterparts, each The terms of which shall constitute an original, but all subsection 9(c) of which, when taken together, shall constitute but one instrument. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Pledgor and the Collateral Agent.
SECTION 5. Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect.
SECTION 6apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Pledge Agreement. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS EACH OF THE STATE ISSUERS OF NEW YORKPLEDGED STOCK LISTED ON SCHEDULE I TO THE PLEDGE AGREEMENT, AS SET FORTH ON ATTACHMENT I TO THIS ACKNOWLEDGEMENT AND CONSENT, by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Attorney-in-Fact ACKNOWLEDGED AND AGREED: JPMORGAN CHASE BANK, N.A., as Collateral Agent, by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director GRAFTECH BRASIL PARTICIPAÇÕES LTDA. (BRAZIL), by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Title: General Manager GRAFTECH IBERICA S.L. (SPAIN), by Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President & CEO GRAFTECH COMERCIAL ▇▇▇▇▇▇▇ ▇.
SECTION 7▇. In case any one or more (SPAIN), by Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ de Davalillo Title: President & CEO Issuer* GrafTech S.p.A. (Italy) GrafTech France S.A.S. (France) [intentionally omitted]*** * Jurisdictions of incorporation of all entities are identified in parentheses following the names of such entities. ** The pledge of 201 shares (Certificates Nos. 2, 3 and 4), representing 100% of the provisions contained in equity, of GrafTech South Africa (Pty.) Ltd. is excluded from this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required Pledge Agreement due to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but restrictions under the validity, legality and enforceability local laws of the remaining provisions contained herein Republic of South Africa. GrafTech Switzerland S.A. has pledged 100% of the equity in GrafTech South Africa (Pty.) Ltd. solely through the local law Agreement of Pledge dated as of April 28, 2010, between GrafTech Switzerland S.A., as pledgor, and JPMorgan Chase Bank, N.A., as pledgee. *** Intentionally omitted are:
(1) GrafTech RUS LLC (Russia) - GrafTech RUS LLC (Russia) did not sign this Acknowledgement and Consent because, in the Pledge Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that judgment of the invalidAdministrative Agent, illegal the contractual, operational, expense, tax or unenforceable provisions.
SECTION 8. All communications and notices hereunder shall be regulatory consequences or difficulty of retaining local counsel in writing and given as provided Russia would not, in light of the Credit Agreement. All communications and notices hereunder benefits to accrue to the New Pledgor shall be given to it at the address set forth under its signatureLenders, with a copy to Financejustify taking such action.
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