EX-10 7 ucar10kmar02ex1011.txt EXHIBIT 10.11 EXHIBIT 10.11 CONFORMED COPY FIFTH AMENDMENT dated as of January 18, 2002 (this "Amendment") to Credit Agreement dated as of February 22, 2000 (as previously amended, the "Credit Agreement") among UCAR INTERNATIONAL INC., a Delaware corporation ("UCAR"), UCAR GLOBAL ENTERPRISES INC., a Delaware corporation ("Global"), UCAR FINANCE INC., a Delaware corporation (the "Borrower"), the LC Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMORGAN CHASE BANK, as Administrative Agent, Collateral Agent and Issuing Bank. A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have extended and have agreed to extend credit to the Borrower and the LC Subsidiaries, on the terms and subject to the conditions set forth therein. B. The Borrower has requested an amendment of the Credit Agreement as set forth herein. C. The Required Lenders are willing to agree to such amendment on the terms and subject to the conditions set forth herein. D. Each capitalized term used and not otherwise defined herein shall have the meaning assigned to it in the Credit Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT. (a)(i) Section 1.01 of the Credit Agreement is hereby amended by amending and restating in its entirety the definition of "Amendment Fees" as follows: "AMENDMENT FEES" shall mean, collectively, the Amendment Fee as such term is defined in each of the First Amendment dated as of October 11, 2000 to this Agreement, the Second Amendment dated as of April 25, 2001 to this Agreement, the Third Amendment dated as of July 10, 2001 to this Agreement, the Fourth Amendment dated as of December 6, 2001 to this Agreement, and the Fifth Amendment dated as of January 18, 2002 to this Agreement, plus any other fees, costs and expenses incurred in connection with such amendments, including, but not limited to, attorneys' fees. (b) Section 1.01 of the Credit Agreement is hereby amended by adding thereto, in the appropriate alphabetical order the following definitions: "EU LETTER OF CREDIT" shall mean any letter of credit issued to secure the payment to the European Union of the antitrust fine owed thereto. "GRAFTECH" shall mean, initially, Graftech Inc. and, following its name change in the Realignment Transactions, Graftech Technology Company Inc. "INTERCOMPANY SENIOR LOANS" shall mean a loan (a) made by the Borrower to an Intercompany Borrower having substantially the same terms as the Intercompany Term Loans (or other terms approved by the Administrative Agent), but not secured by any asset (other than, at any time that Graftech is not a guarantor of the Senior Notes, a Lien on the Capital Stock of Graftech then held by UCAR, Global or any Subsidiary that is junior to the Lien of the Lenders thereon) and not benefiting from any Guarantee (other than unsecured guarantees from Subsidiaries that guarantee the Intercompany Loans and other than in the case of the Intercompany Senior Loan of UCAR Holdings S.A., which may be guaranteed by UCAR SNC; PROVIDED that the Intercompany Loans of UCAR Holdings S.A. are also guaranteed by UCAR SNC); (b) all the proceeds of which shall have been used by such Intercompany Borrower to repay Intercompany Term Loans; and (c) at the time of the initial issuance thereof, the principal amount of which shall be in the same proportion to the principal amount of the Intercompany Term Loan of such Intercompany Borrower as the proportion between the Intercompany Senior Loan and the Intercompany Term Loan of each other Intercompany Borrower. "SENIOR NOTES" shall mean senior notes of the Borrower having terms no less favorable to the Borrower and the Lenders than those contemplated by Exhibit A to the Fifth Amendment to this Agreement. (c) The definition of "Applicable Rate" is hereby amended by deleting Tables I and II set forth therein and substituting therefor the following:
TABLE I -------------------------------------------------------------------- COMMITMENT EUROCURRENCY BASE RATE FEE LEVERAGE RATIO: SPREAD SPREAD RATE -------------------------------------------------------------------- CATEGORY 1 > 3.75 3.375% 2.375% 0.500% - -------------------------------------------------------------------- CATEGORY 2 < 3.75 and > 3.50 3.250% 2.250% 0.500% - --------------------------------------------------------------------- CATEGORY 3 < 3.50 > 2.75 3.125% 2.125% 0.500% - --------------------------------------------------------------------- CATEGORY 4 < 2.75 and > 2.50 2.875% 1.875% 0.500% - --------------------------------------------------------------------- CATEGORY 5 < 2.50 and > 2.25 2.375% 1.375% 0.375% - --------------------------------------------------------------------- CATEGORY 6 < 2.25 and > 2.00 2.125% 1.125% 0.375% - --------------------------------------------------------------------- CATEGORY 7 < 2.00 and > 1.75 1.875% 0.875% 0.375% - --------------------------------------------------------------------- CATEGORY 8 < 1.75 1.375% 0.375% 0.375% --------------------------------------------------------------------- TABLE II --------------------------------------------------------------------- LEVERAGE RATIO: EUROCURRENCY BASE RATE SPREAD SPREAD --------------------------------------------------------------------- CATEGORY 1 > 3.75 3.625% 2.625% - --------------------------------------------------------------------- CATEGORY 2 < 3.75 and > 3.50 3.500% 2.500% - --------------------------------------------------------------------- CATEGORY 3 < 3.50 > 2.75 3.375% 2.375% - --------------------------------------------------------------------- CATEGORY 4 < 2.75 and > 2.50 3.375% 2.375% - --------------------------------------------------------------------- CATEGORY 5 < 2.50 and > 2.25 2.875% 1.875% - --------------------------------------------------------------------- CATEGORY 6 < 2.25 and > 2.00 2.875% 1.875% - --------------------------------------------------------------------- CATEGORY 7 < 2.00 and > 1.75 2.875% 1.875% - --------------------------------------------------------------------- CATEGORY 8 < 1.75 2.875% 1.875% ---------------------------------------------------------------------
(d) The definition of "Collateral and Guarantee Requirement" is hereby amended by adding at the end of clause (a) thereof the phrase "; and PROVIDED FURTHER that no person shall be required to pledge any Intercompany Senior Loan". (e) The definition of "Total Debt" is hereby amended by inserting the phrase "without duplication" before the phrase "all Capital". (f) The definition of "EBITDA" is hereby amended by deleting the "and" prior to clause (g) thereof and inserting immediately prior to the phrase ", minus" the phrase "and (h) any breakage fees or other fees or expenses paid in connection with the prepayment of Term Loans in connection with the issuance of the Senior Notes". (g) The definition of "Wholly Owned Subsidiary" is hereby amended by deleting the phrase "any Subsidiary included in Brazil or" and by inserting after the phrase "Russian corporation," the phrase "Graftech, UCAR Carbon Mexicana S.A. de C.V., UCAR Carbon S.A. or any subsidiary of any of the foregoing". (h) Section 1.03 of the Credit Agreement is hereby amended by adding at the end thereof the sentence: "Each reference herein to "director's qualifying shares" or similar terms shall be deemed to include a reference to "or other de minimis amounts of equity required under applicable local law to be owned by local persons". (i) Section 2.09(d) of the Credit Agreement is hereby amended by inserting in the proviso thereof immediately following the phrase "with the Net Proceeds received from the UCAR Equity Offering" the phrase "or the issuance of the Senior Notes". (j) Section 2.10(c) of the Credit Agreement is hereby amended by deleting in clause (iii) of the parenthetical contained therein the phrase "clause (B) of the proviso thereto" and replacing it with the phrase "clause (A)(2) or (B)(y) of the proviso thereto". (k) Section 3.03(b) of the Credit Agreement is hereby amended by deleting the "and" at the end of clause (ii) thereof, replacing the "." at the end of clause (iii) thereof with "; and" and adding immediately after clause (iii) thereof the following new clause (iv): "(iv) the proceeds of each Intercompany Borrower's Intercompany Senior Loan may be used to prepay the Intercompany Term Loan of such Intercompany Borrower." (l) Section 7.01(a) of the Credit Agreement is hereby amended by (i) inserting in clause (xiii) thereof between the phrases "Term Loans," and "and by the Borrower" the phrase "(or are otherwise advanced to the Borrower)"; and (ii) deleting clause (xiv) and substituting therefor the following: "(xiv) Senior Notes not guaranteed by any person other than UCAR, Global and the Domestic Subsidiaries in an aggregate principal amount not to exceed $400,000,000; any unsecured Guarantee by UCAR, Global or any Domestic Subsidiary of the Senior Notes; and Intercompany Senior Loans (and Guarantees of the Intercompany Senior Loans by Subsidiaries that Guarantee the Intercompany Loans and any Guarantee by UCAR SNC of the Intercompany Senior Loan of UCAR Holdings S.A.; PROVIDED that the Intercompany Loans of UCAR Holdings S.A. are guaranteed by UCAR SNC) in an aggregate principal amount at the time of the incurrence of any thereof not to exceed the aggregate principal amount of the Senior Notes at such time; PROVIDED that (A) if the aggregate principal amount of the Senior Notes exceeds $300,000,000, then (1) 100% of the Net Proceeds of the first $250,000,000 aggregate principal amount thereof, and (2) 50% of the Net Proceeds of the next $150,000,000 aggregate principal amount thereof, shall be applied to prepay Term Loans in accordance with Section 2.10(c); and (B) if the aggregate principal amount of the Senior Notes does not exceed $300,000,000, then (x) 100% of the Net Proceeds of the first $200,000,000 aggregate principal amount thereof, and (y) 50% of the Net Proceeds of the next $100,000,000 aggregate principal amount thereof, shall be applied to prepay Term Loans in accordance with Section 2.10(c); and" (m) Section 7.01(b)(iv) is hereby amended by replacing the "and" therein with a "," and inserting after the reference therein to "(xii)" a reference to "and (xiv)". (n) Section 7.02 of the Credit Agreement is hereby amended by (i) adding at the end of clause (n) thereof the phrase "or is effectively stayed", and (ii) deleting the "and" at the end of clause (t) thereof, replacing the "." at the end of clause (u) thereof with ";" and adding immediately after clause (u) thereof the following new clauses (v) and (w): "(v) Liens on Intercompany Senior Loans to secure Senior Notes or to secure the Obligations, PROVIDED that the aggregate principal amount of Intercompany Senior Loans securing Senior Notes shall not at any time exceed the aggregate principal amount at such time of the Senior Notes; and (w) at any time that Graftech is not a guarantor of the Senior Notes, a Lien on the Capital Stock of Graftech then held by UCAR, Global or any Subsidiary that is junior to the Lien of the Lenders thereon." (o) Section 7.04(j) of the Credit Agreement is hereby amended by (i) replacing each reference to "2.75:1.00" in the Schedule A referred to therein with a reference to "4.50:1.00" and by replacing the reference in such Schedule A to "$75,000,000" in the category based on the Leverage Ratio being "greater than or equal to 4.50:1.00" with a reference to "$50,000,000", (ii) deleting the references to "Effective Date" in clause (ii) thereof and replacing them with "Amendment Effective Date (as defined in the Fifth Amendment to this Agreement)" and (iii) adding at the end thereof the phrase "(it being understood that any noncash investment in the Jilin joint venture made after the Amendment Effective Date (as defined in the Fifth Amendment to this Agreement) pursuant to a contractual commitment entered into prior to the such date shall not be counted in determining compliance with the numerical limitations hereof)". (p) Clause (c) of Section 7.08 of the Credit Agreement is hereby deleted and replaced with the following: "(c) in the case of the Borrower, own any Capital Stock of any person or engage at any time in any business activity other than (i) performance of its obligations under the Loan Documents and in respect of the Senior Notes, (ii) ownership of the Intercompany Loans and the Intercompany Senior Loans, (iii) conducting treasury and cash management functions for UCAR, Global and the Subsidiaries consistent with past practices and (iv) activities required by law to maintain its status as a corporation. (q) Section 7.09 of the Credit Agreement is hereby amended by adding at the end thereof the following new paragraph (d): "(d) Directly or indirectly, make any payment, retirement, repurchase or redemption on account of all or any part of the principal of the Senior Notes or directly or indirectly prepay or defease all or any portion of the Senior Notes, except that the Borrower may, to the extent permitted without penalty or premium under the Senior Notes prior to the third anniversary of the issuance thereof and so long as no Default or Event of Default shall exist or result therefrom, prepay up to 35% of the initial aggregate principal amount of the Senior Notes with (i) if at the time of receipt thereof the Leverage Ratio at the end of the most recent fiscal quarter for which financial statements shall have been received under Section 6.04(a) or (b) (computed on a pro forma basis after giving effect to the prepayment to be made) is less than 3.75 to 1.00, up to 50% of the proceeds received by UCAR or any of its subsidiaries from the UCC/MC Lawsuit (including a judgment thereunder or a settlement thereof or arising out of any other disposition of the claims therein) or (ii) the portion of the Net Proceeds remaining in respect of the issuance of any Capital Stock of UCAR after giving effect to the prepayment of Loans required under Section 2.10(c) in respect thereof; PROVIDED that, substantially contemporaneously with such prepayment of Senior Notes, Intercompany Senior Loans shall be released from the Lien of the Senior Notes in an aggregate principal amount sufficient so that the aggregate principal amount of Intercompany Senior Loans subject to such Lien shall not exceed the aggregate principal amount of the Senior Notes." (r) Section 7.11 of the Credit Agreement is hereby amended by (i) deleting the table set forth therein and substituting therefor the following: ---------------------------------------------------------------- FROM AND INCLUDING: TO AND INCLUDING: RATIO: ---------------------------------------------------------------- Fifth Amendment September 30, 2003 1.75:1.0 Effective Date ---------------------------------------------------------------- October 1, 2003 December 31, 2004 2.00:1.0 ---------------------------------------------------------------- January 1, 2005 September 30, 2005 2.50:1.0 ---------------------------------------------------------------- October 1, 2005 September 30, 2006 3.00:1.0 ---------------------------------------------------------------- October 1, 2006 Tranche B Maturity 3.50:1.0 Date ---------------------------------------------------------------- and (ii) deleting the further proviso contained therein and replacing it with the following further proviso: "; PROVIDED FURTHER HOWEVER, that for purposes of calculating the Interest Coverage Ratio to determine compliance with this Section, (A) to the extent that (i) any amount of the Amendment Fees, (ii) any fees, costs and expenses (including fees of counsel and experts) paid or incurred by UCAR, Global, the Borrower or any Subsidiary in connection with the UCC/MC Lawsuit, up to $20,000,000 in the aggregate and $3,000,000 in any one fiscal quarter or (iii) any fees, costs and expenses paid or incurred by UCAR, Global, the Borrower or any LC Subsidiary in respect of any EU Letter of Credit are deducted in determining the consolidated net income of UCAR, Global, the Borrower and the Subsidiaries and are not added back by the definition of EBITDA, such amount shall be added back to EBITDA, and (B) Cash Interest Expense shall not include any amounts attributable to Indebtedness incurred to finance the Amendment Fees, the EU Letter of Credit or the fees, costs or expenses paid in connection with the UCC/MC Lawsuit." (s) Section 7.12 of the Credit Agreement is hereby amended by (i) deleting the table set forth therein and substituting therefor the following: ---------------------------------------------------------------- FROM AND INCLUDING: TO AND INCLUDING: RATIO: ---------------------------------------------------------------- Effective Date of Fifth September 30, 2002 6.50:1.0 Amendment ---------------------------------------------------------------- October 1, 2002 December 31, 2002 6.25:1.0 ---------------------------------------------------------------- January 1, 2003 September 30, 2003 5.75:1.0 ---------------------------------------------------------------- October 1, 2003 December 31, 2003 5.00:1.0 ---------------------------------------------------------------- January 1, 2004 September 30, 2004 4.00:1.0 ---------------------------------------------------------------- October 1, 2004 September 30, 2005 3.75:1.0 ---------------------------------------------------------------- October 1, 2005 September 30, 2006 3.75:1.0 ---------------------------------------------------------------- October 1, 2006 Tranche B Maturity Date 3.50:1.0 ---------------------------------------------------------------- and (ii) deleting the further proviso contained therein and replacing it with the following further proviso: "; PROVIDED FURTHER HOWEVER, that for purposes of calculating the Leverage Ratio to determine compliance with this Section, (A) to the extent that (i) any amount of the Amendment Fees, (ii) any fees, costs and expenses (including fees of counsel and experts) paid or incurred by UCAR, Global, the Borrower or any Subsidiary in connection with the UCC/MC Lawsuit, up to $20,000,000 in the aggregate and $3,000,000 in any one fiscal quarter or (iii) any fees, costs and expenses paid or incurred by UCAR, Global, the Borrower or any LC Subsidiary in respect of any EU Letter of Credit are deducted in determining the consolidated net income of UCAR, Global, the Borrower and the Subsidiaries and is not added back by the definition of EBITDA, such amount shall be added back to EBITDA, and (B) Net Debt shall not include Indebtedness incurred to finance (i) the Amendment Fees, (ii) any fees, costs and expenses (including fees of counsel and experts) paid or incurred by UCAR, Global, the Borrower or any Subsidiary in connection with the UCC/MC Lawsuit, up to $20,000,000 in the aggregate and $3,000,000 in any one fiscal quarter or (iii) any fees, costs and expenses paid or incurred by UCAR, Global, the Borrower or any LC Subsidiary in respect of any EU Letter of Credit." (t) Each of the following provisions of the Credit Agreement relating to Graftech shall be amended as set forth below: (i) The penultimate sentence of the definition of "Collateral and Guarantee Requirement" is hereby amended by deleting the "(a)" therein and by deleting the phrase "and (b) none of UCAR, Global or any Subsidiary shall be required to pledge the Capital Stock of Graftech Technology Company Inc" (ii) The definition of "Unrestricted Subsidiary" is hereby amended to delete in clause (a) the phrase "Graftech Technology Company Inc. and"; to delete in the parenthetical contained in clause (a) the phrase "other than Graftech Technology Company Inc."; and to delete in clause (a) the parenthetical "(except that the Capital Stock of Graftech Technology Company Inc. may be so owned while UCAR is diligently acting to transfer the ownership of such Capital Stock to UCAR)". (iii) Section 7.04(j) is hereby amended by deleting the phrase "(A) no more than $15,000,000 of such amount at any time may be invested in Graftech Technology Company Inc. and (B)". (iv) Section 7.05 is hereby amended by (i) deleting the phrase ", subject to Section 7.06(f)," from the last sentence of clause (i) thereof, (ii) adding an "and" at the end of such clause (i), (iii) deleting clause (k) therefrom, and (iv) relettering the last clause thereof "(k)" rather than "(l)". (v) Section 7.06 shall be amended by deleting clause (f) and clause (g) thereof, adding at the end of clause (e) thereof the word "and" and by relettering the last clause thereof "(f)" rather than "(h)". (u) The Agents are hereby directed and authorized to take such action and to execute such documents as the Borrower may reasonably request, at the Borrower's sole expense, including consents to the Liens permitted under Section 7.02(v) and (w), to facilitate or permit the transactions contemplated hereunder in respect of the Senior Notes, the Intercompany Senior Loans and the Intercompany Term Loans. SECTION 2. REPRESENTATIONS AND WARRANTIES. Each of UCAR, Global and the Borrower represents and warrants to each Lender as of the date hereof and as of the Amendment Effective Date that after giving effect to this Amendment: (a) the representations and warranties set forth in Article IV of the Credit Agreement 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 such representations and warranties were true and correct in all material respects as of the earlier date), and (b) no Default or Event of Default has occurred and is continuing. SECTION 3. EFFECTIVENESS. This Amendment shall become effective when the Administrative Agent or its counsel shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, UCAR, Global and the Required Lenders, but the provisions of Section 1 above shall not become effective until as of the first date (the "AMENDMENT EFFECTIVE DATE") on which the following conditions are met: (a) the Borrower shall have received gross proceeds in respect of the Senior Notes in an amount not less than $250,000,000 and Term Loans shall have been prepaid in an aggregate principal amount not less than that required under Sections 2.10(c) and 7.01(a)(xiv) as amended hereby in connection with the issuance of such Senior Notes; (b) the Collateral and Guarantee Requirement shall have been satisfied with respect to Graftech and in connection therewith each of Graftech and its subsidiaries shall have become a Guarantor and shall have entered into each applicable Security Document and UCAR Carbon Company Inc. shall have pledged all the Capital Stock of Graftech to secure the Obligations; (c) each Lender shall have received the Amendment Fee required to be paid to it pursuant to Section 4 below and (d) the representations and warranties set forth in Section 2 above shall be true and correct on and as of such date. Notwithstanding anything herein to the contrary, the Amendment Effective Date shall not occur after March 15, 2002. SECTION 4. AMENDMENT FEE. The Borrower agrees to pay to each Lender that executes and delivers to the Administrative Agent (or its counsel) a copy of this Amendment at or prior to 5:00 p.m., New York City time, on January 18, 2002, an amendment fee (the "AMENDMENT FEE") in an amount equal to 0.25% of such Lender's Revolving Commitment (whether used or unused) and outstanding Term Loans, in each case based on the amount outstanding immediately after the issuance of the Senior Notes and the application of the Net Proceeds therefrom in accordance with Section 2.10(c); PROVIDED that the Borrower shall have no liability for any such Amendment Fee if the Amendment Effective Date shall not occur. Such Amendment Fee shall be payable on the Amendment Effective Date. SECTION 5. EFFECT OF AMENDMENT. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Bank, the Collateral Agent 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 Borrower to a consent to, or a waiver, 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. SECTION 6. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 7. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 8. HEADINGS. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date and year first above written. UCAR INTERNATIONAL INC., By: /s/ Walter D. Carter, Jr. ------------------------- Name: Walter D. Carter, Jr. Title: Assistant Treasurer UCAR GLOBAL ENTERPRISES INC., By: /s/ Walter D. Carter, Jr. ------------------------- Name: Walter D. Carter, Jr. Title: Assistant Treasurer UCAR FINANCE INC., By: /s/ Walter D. Carter, Jr. ------------------------- Name: Walter D. Carter, Jr. Title: Assistant Treasurer JPMORGAN CHASE BANK, as a Lender, and as Administrative Agent, Collateral Agent and Issuing Bank, By: /s/ Jim Ramage -------------- Name: Jim Ramage Title: Managing Director Signature Page to Fifth Amendment to UCAR Finance Inc. Credit Agreement. CREDIT SUISSE FIRST BOSTON By: /s/ Paul J. Corona ------------------ Name: Paul J. Corona Title: Director By: /s/ Mark E. Gleason ------------------- Name: Mark E. Gleason Title: Director BANK OF AMERICA, N.A. By: /s/ Harold L. Norman -------------------- Name: Harold L. Norman Title: Managing Director FLEET NATIONAL BANK By: /s/ Irene Bertozzi Bartenstein ------------------------------ Name: Irene Bertozzi Bartenstein Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ Todd Meller --------------- Name: Todd Meller Title: Managing Director FIRST UNION NATIONAL BANK By: /s/ Robert Brown ---------------- Name: Robert Brown Title: Vice President ABN AMRO BANK N.V. By: /s/ James S. Kreitler --------------------- Name: James S. Kreitler Title: Group Vice President By: /s/ Craig W. Trautwein ---------------------- Name: Craig W. Trautwein Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Attila Koc --------------- Name: Attila Koc Title: Senior Vice President MELLON BANK, N.A. By: /s/ Peter K. Lee ---------------- Name: Peter K. Lee Title: Vice President INDUSTRIAL BANK OF JAPAN, LIMITED By: /s/ John Dippo -------------- Name: John Dippo Title: Senior Vice President CREDIT INDUSTRIEL ET COMMERCIAL By: /s/ Gary George ---------------- Name: Gary George Title: Manager By: /s/ Tim Huband --------------- Name: Time Huband Title: Manager GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Gregory L. Hong ------------------- Name: Gregory L. Hong Title: Duly Authorized Signatory THE BANK OF NEW YORK By: /s/ Christine T. Rio -------------------- Name: Christine T. Rio Title: Vice President CREDIT AGRICOLE INDOSUEZ By: /s/ Larry Materi ---------------- Name: Larry Materi Title: Vice President By: /s/ Theodore D. Tice -------------------- Name: Theodore D. Tice Title: Senior Relationship Manager PNC BANK NATIONAL ASSOCIATION By: /s/ Louis K. Mclinden, Jr. --------------------------- Name: Louis K. McLinded, Jr. Title: Vice President CIBC WORLD MARKETS PLC By: /s/ S.E.Devane -------------- Name: S. E. DeVane Title: Authorized Signatory THE FUJI BANK, LIMITED By: /s/ John Doyle -------------- Name: John Doyle Title: Vice President and Manager PB CAPITAL CORPORATION By: /s/ Christopher J. Ruzzi ------------------------ Name: Christopher J. Ruzzi Title: Vice President By: /s/ Aurelio Almonte ------------------- Name: Aurelio Almonte Title: Associate NATIEXIS BANQUES POPULAIRES By: /s/ Frank H. Madden ------------------- Name: Frank H. Madden Title: Vice President & Group Manager By: /s/ Harris Frommer ------------------ Name: Harris Frommer Title: Assistant Vice President BANK PEKAO SA By: /s/ Hussein B. El-Tawil ----------------------- Name: Hussein B. El-Tawil Title: Vice President MONUMENT CAPITAL LTD., as Assignee By: Alliance Capital Management L.P., As Investment Manager By: Alliance Capital Management Corporation, as General Partner By: /s/ Sverker Johansson --------------------- Name: Sverker Johansson Title: Vice President AIMCO CDO SERIES 2000-A By: /s/ Jerry D. Zinkula -------------------- Name: Jerry D. Zinkula Title: Authorized Signatory By: /s/ Chris Goergen ----------------- Name: Chris Georgen Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY By: /s/ Jerry D. Zinkula -------------------- Name: Jerry D. Zinkula Title: Authorized Signatory By: /s/ Chris Goergen ----------------- Name: Chris Georgen Title: Authorized Signatory SIMCO CLO SERIES 2001-A By: /s/ Jerry D. Zinkula -------------------- Name: Jerry D. Zinkula Title: Authorized Signatory By: /s/ Chris Goergen ----------------- Name: Chris Georgen Title: Authorized Signatory AMMC CDO I, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer ------------------ Name: David P. Meyer Title: Vice President AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Agent By: /s/ David P. Meyer ------------------ Name: David P. Meyer Title: Vice President ARES III CLO LTD. By: ARES CLO Management LLC, Investment Manager By: /s/ Seth J. Brufsky ------------------- Name: Seth J. Brufsky Title: Vice President ARES IV CLO LTD. By: Ares CLO Management IV, L.P., Investment Manager By: Ares CLO GP IV, LLC, Its Managing Member By: /s/ Seth J. Brufsky ------------------- Name: Seth J. Brufsky Title: Vice President ARES LEVERAGED INVESTMENT FUND II, L.P. By: ARES Management II, L.P. Its General Partner By: /s/ Seth J. Brufsky ------------------- Name: Seth J. Brufsky Title: Vice President ARES V CLO LTD. By: Ares CLO Management V, L.P., Investment Manager By: Ares CLO GP V, LLC, Its Managing Member By: /s/ Seth J. Brufsky ------------------- Name: Seth J. Brufsky Title: Vice President Sankaty Adivsors, Inc., as Collateral Manager for BRANT POINT CBO 1999-1 LTD., as Term Lender By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager Sankaty Advisors, Inc., as Collateral Manager for GREAT POINT CLO 1999-1 LTD., as Term Lender By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager Sankaty Advisors, Inc., as Collateral Manager for RACE POINT CLO, LIMITED, as Term Lender By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY HIGH YIELD ASSET PARTNERS, L.P. By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY HIGH YIELD PARTNERS III, L.P. By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager HARBOUR TOWN FINDING TRUST By: /s/ Kelly W. Warnement ---------------------- Name: Kelly W. Warnement Title: Authorized Agent RIVIERA FUNDING LLC By: /s/ Diana L. Mushill -------------------- Name: Diana L. Mushill Title: Assistant Vice President APEX (TRIMARAN) CDO I, LTD. By Trimaran Advisors, L.L.C. By: /s/ David A. Millison --------------------- Name: David A. Millison Title: Managing Director SAWGRASS TRADING LLC By: /s/ Ann E. Morris ----------------- Name: Ann E. Morris Title: Assistant Vice President CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Linda M. Pace ----------------- Name: Linda M. Pace Title: Vice President CARLYLE HIGH YIELD PARTNERS III, LTD. By: /s/ Linda M. Pace ----------------- Name: Linda M. Pace Title: Vice President CARLYLE HIGH YIELD PARTNERS, L.P. By: /s/ Linda M. Pace ----------------- Name: Linda M. Pace Title: Vice President KZH CNC LLC By: /s/ Susan Lee ------------- Name: Susan Lee Title: Authorized Agent WINGED FOOT FUNDING TRUST By: /s/ Diana L. Mushill -------------------- Name: Diana L. Mushill Title: Authorized Agent EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management As Investment Advisor By: /s/ Barbara Campbell -------------------- Name: Barbara Campbell Title: Vice President GRAYSON & CO. By: Boston Management and Research As Investment Advisor By: /s/ Barbara Campbell -------------------- Name: Barbara Campbell Title: Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research As Investment Advisor By: /s/ Barbara Campbell -------------------- Name: Barbara Campbell Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Gregory Hong ---------------- Name: Gregory Hong Title: Duly Authorized Signatory HARCH CLO I, LTD. By: /s/ Michael E. Lewitt --------------------- Name: Michael E. Lewitt Title: Authorized Signatory BLUE SQUARE FUNDING SERIES 3 By: Bankers Trust Company, as Trustee By: /s/ Susan Anderson ------------------ Name: Susan Anderson Title: Assistant Vice President ELF FUNDING TRUST I By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Todd Travers ---------------- Name: Todd Travers Title: Senior Portfolio Manager GLENEAGLES TRADING LLC By: /s/ Diana L. Mushill -------------------- Name: Diana L. Mushill Title: Assistant Vice President PAMCO CAYMAN LTD. By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Todd Travers ---------------- Name: Todd Travers Title: Senior Portfolio Manager INDOSUEZ CAPITAL FUNDING IV, L.P. By: RBC Leveraged Capital as Portfolio Advisor By: /s/ Melissa Marano ------------------ Name: Melissa Marano Title: Director ARCHIMEDES FUNDING II, LTD. By: ING Capital Advisors LLC, As Collateral Manager By: /s/ Gordon R. Cook ------------------ Name: Gordon R. Cook Title: Senior Vice President & Portfolio Manager ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, As Collateral Manager By: /s/ Gordon R. Cook ------------------ Name: Gordon R. Cook Title: Senior Vice President & Portfolio Manager KZH ING-1 LLC By: /s/ Susan Lee ------------- Name: Susan Lee Title: Authorized Agent KZH ING-2 LLC By: /s/ Susan Lee ------------- Name: Susan Lee Title: Authorized Agent KZH ING-3 LLC By: /s/ Susan Lee ------------- Name: Susan Lee Title: Authorized Agent SEQUILS-ING I (HBDGM), LTD. By: ING Capital Advisors LLC, As Collateral Manager By: /s/ Gordon R. Cook ------------------ Name: Gordon R. Cook Title: Senior Vice President & Portfolio Manager SWISS LIFE US RAINBOW LIMITED By: ING Capital Advisors LLC, As Collateral Manager By: /s/ Gordon R. Cook ------------------ Name: Gordon R. Cook Title: Senior Vice President & Portfolio Manager COPERNICUS CDO EURO-I B.V. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Gordon R. Cook ------------------ Name: Gordon R. Cook Title: Senior Vice President & Portfolio Manager AERIES FINANCE-II LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent By: /s/ Gregory Stockle ------------------- Name: Gregory Stockle Title: Authorized Signatory AMARA 2 FINANCE LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Advisor By: /s/ Gregory Stockle ------------------- Name: Gregory Stockle Title: Authorized Signatory AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: /s/ Gregory Stockle ------------------- Name: Gregory Stockle Title: Authorized Signatory AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: /s/ Gregory Stockle ------------------- Name: Gregory Stockle Title: Authorized Signatory CERES II FINANCE LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent (Financial) By: /s/ Gregory Stockle ------------------- Name: Gregory Stockle Title: Authorized Signatory CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Gregory Stockle ------------------- Name: Gregory Stockle Title: Authorized Signatory TRITON CDO IV, LIMITED By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Gregory Stockle ------------------- Name: Gregory Stockle Title: Authorized Signatory KATONAH I, LTD. By: /s/ Ralph Della Rocca --------------------- Name: Ralph Della Rocca Title: Authorized Officer Katonah Capital, L.L.C. as Manager KATONAH II, LTD. By: /s/ Ralph Della Rocca --------------------- Name: Ralph Della Rocca Title: Authorized Officer Katonah Capital, L.L.C. as Manager MAPLEWOOD (CAYMAN) LTD. By: Mass Mutual Life Insurance Co. As Investment Manager By: /s/ Steven J. Katz ------------------ Name: Steven J. Katz Title: Second Vice President and Associate General Counsel MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Steven J. Katz ------------------ Name: Steven J. Katz Title: Second Vice President and Associate General Counsel SIMSBURY CLO, LTD. By: Mass Mutual Life Insurance Co. As Collateral Manager By: /s/ Steven J. Katz ------------------ Name: Steven J. Katz Title: Second Vice President and Associate General Counsel MOUNTAIN CAPITAL CLO II LTD. By: /s/ Guy Major ------------- Name: Guy Major Title: Director MUZINICH CASHFLOW CBO LTD. By: /s/ Daniel Naccarella --------------------- Name: Daniel Naccarella Title: Authorized Signatory OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC As sub-investment manager By: /s/ Michael B. Nechamkin ------------------------ Name: Michael B. Nechamkin Title: Portfolio Manager OCTAGON INVESTMENT PARTNERS III, LTD By: Octagon Credit Investors, LLC As Portfolio Manager By: /s/ Michael B. Nechamkin ------------------------ Name: Michael B. Nechamkin Title: Portfolio Manager OCTAGON INVESTMENT PARTNERS IV, LTD By: Octagon Credit Investors, LLC As collateral manager By: /s/ Michael B. Nechamkin ------------------------ Name: Michael B. Nechamkin Title: Portfolio Manager ADDISON CDO, LIMITED (ACCT 1279) BY: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------- Name: Mohan V. Phansalkar Title: Executive Vice President ATHENA CDO, LIMITED (ACCT 1277) BY: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------- Name: Mohan V. Phansalkar Title: Executive Vice President BEDFORD CDO, LIMITED (ACCT 1276) BY: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------- Name: Mohan V. Phansalkar Title: Executive Vice President CAPTIVA III FINANCE LTD. (ACCT 275), As Advised by Pacific Investment Management Company LLC By: /s/ David Dyer -------------- Name: David Dyer Title: Director DELANO COMPANY (ACCT 274) BY: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------- Name: Mohan V. Phansalkar Title: Executive Vice President JISSEKIKUN FUNDING, LTD. (ACCT 1228) BY: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------- Name: Mohan V. Phansalkar Title: Executive Vice President JACKSON NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as Attorney-in-Fact By: /s/ David C. Wagner ------------------- Name: David C. Wagner Title: Managing Director PPM SPYGLASS FUNDING TRUST By: /s/ Diana L. Mushill -------------------- Name: Diana L. Mushill Title: Authorized Agent KZH RIVERSIDE LLC By: /s/ Susan Lee ------------- Name: Susan Lee Title: Authorized Agent SCUDDER FLOATING RATE FUND By: /s/ Kenneth Weber ----------------- Name: Kenneth Weber Title: Senior Vice President STANFIELD CLO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------- Name: Christopher E. Jansen Title: Managing Partner HAMILTON CDO, LTD. By: Stanfield Capital Pertners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ------------------------- Name: Christopher E. Jansen Title: Managing Partner STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------- Name: Christopher E. Jansen Title: Managing Partner LIBERTY - STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND By: Stein Roe & Farnham Incorporated, as Advisor By: /s/ James R. Fellows -------------------- Name: James R. Fellows Title: Senior Vice President & Portfolio Manager SRF 2000 LLC By: /s/ Diana Mushill ----------------- Name: Diana Mushill Title: Assistant Vice President SRF TRADING, INC. By: /s/ Diana Mushill ----------------- Name: Diana Mushill Title: Assistant Vice President STEIN ROE & FARNHAM CLO I LTD. By: Stein Roe & Farnham Incorporated, as Portfolio Manager By: /s/ James R. Fellows -------------------- Name: James R. Fellows Title: Senior Vice President & Portfolio Manager STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: /s/ James R. Fellows -------------------- Name: James R. Fellows Title: Senior Vice President Stein Roe & Farnham Incorporated, as Advisor to the Stein RoeFloating Rate Limited Liability Company GALAXY CLO 1999-1, LTD. By: SAI Investment Advisor, Inc. Its Collateral Manager By: /s/ John G. Latham ------------------- Name: John G. Latham Title: Authorized Agent KZH SOLIEL - 2 LLC By: /s/ Susan Lee ------------- Name: Susan Lee Title: Authorized Agent TORONTO DOMINION (NEW YORK), INC. By: /s/ Gwen Zirkle --------------- Name: Gwen Zirkle Title: Vice President VAN KAMPEN CLO II, LIMITED By: Van Kampen Management Investment Advisory Corp. as Collateral Manager By: /s/ Darvin D. Pierce -------------------- Name: Darvin D. Pierce Title: Executive Director VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce -------------------- Name: Darvin D. Pierce Title: Executive Director VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce -------------------- Name: Darvin D. Pierce Title: Executive Director VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce -------------------- Name: Darvin D. Pierce Title: Executive Director EXHIBIT A TERM SHEET - SENIOR NOTES ISSUER: UCAR Finance Inc. PARENT COMPANY GUARANTORS: UCAR International Inc. and UCAR Global Enterprises Inc. PRINCIPAL AMOUNT: $250 - 400 million RANKING: Senior TERM: 8 - 10 years OPTIONAL REDEMPTION: 4 - 5 year non-call protection CLAWBACK: Up to 35% of the Notes may be redeemed at any time within __ years with the proceeds of an equity offering or at any time with net proceeds from our lawsuit initiated against our former parents. CHANGE OF CONTROL PUT: Change of control put at 101% CUSTOMARY COVENANTS: LIMITATION ON INDEBTEDNESS LIMITATION ON RESTRICTED PAYMENTS LIMITATION ON MERGERS AND CONSOLIDATIONS LIMITATION ON ASSET SALES LIMITATION ON PAYMENTS RESTRICTIONS AFFECTING SUBSIDIARIES LIMITATION ON TRANSACTIONS WITH AFFILIATES LIMITATION ON LIENS USE OF NET PROCEEDS: 100% of first $200 million (first $250 million, if offering is more than $300 million) and 50% of balance to be used to repay senior secured term bank debt; balance to be used for working capital and general corporate purposes (to reduce revolver pending use) STRUCTURE: Same as senior secured lenders (excluding security except for pledge of unsecured notes and, at any time that Graftech is not a guarantor of the Senior Notes, junior security on the shares of Graftech held by us) Senior unsecured guarantees by virtually all U.S. subsidiaries Equivalent structure by foreign subsidiaries (which cannot give guarantees for tax reasons): Foreign subsidiaries issue senior unsecured intercompany notes to UCAR Finance, in a principal amount equal to Senior Notes These notes are pledged to secure repayment of the Senior Notes No material priority debt incurred by foreign subsidiaries at the date of issuance of the Senior Notes, except secured intercompany notes to UCAR Finance, which are pledged to senior lenders Graftech and its subsidiaries will guarantee the Senior Notes on a senior unsecured basis: Unless we determine that the SEC reporting requirements would be unduly burdensome or detrimental to Graftech's business, in which case we would give a junior pledge on the shares of Graftech held by us to secure the Senior Notes Until Graftech either completes an IPO or we or Graftech sell privately a material portion of the equity of Graftech, at which time the guarantee would be released and a junior pledge would be created