EX-10.1.1



 EXHIBIT 10.1.1 

AMENDMENT AND RESTATEMENT AGREEMENT dated as of October 7, 2011 (this “Amendment Agreement”), in
respect of the AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 28, 2010 (as amended to date, the “Credit Agreement”), among GRAFTECH INTERNATIONAL LTD. (“GrafTech”), GRAFTECH GLOBAL ENTERPRISES INC.
(“Global”), GRAFTECH FINANCE INC. (“Finance”), GRAFTECH SWITZERLAND, S.A. (“Swissco” and, together with Finance, 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 and restated as set forth in Section 1 below, the parties hereto are willing so to amend the Credit Agreement and each Lender that will have a Commitment after giving effect to the amendment
and restatement of the Credit Agreement contemplated hereby is a party hereto. 
 In consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows: 
 SECTION 1. Amendment and Restatement. (a) Upon the effectiveness of this Amendment Agreement as provided in Section 2 below, the Credit Agreement (including the Schedules and Exhibits
thereto) shall be amended and restated to read as set forth in Exhibit A attached hereto (including the Schedules and Exhibits attached to such Exhibit A), and the Administrative Agent is hereby directed to enter into such Loan Documents and to take
such other actions as may be required to give effect to the transactions contemplated hereby. As so amended and restated, the Credit Agreement is hereinafter referred to as the “Restated Credit Agreement”. 

(b) From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”,
“herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Credit Agreement as amended and
restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in the Loan Documents, shall mean the Restated Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Restated Credit Agreement. 
 (c) In order to reflect the renumbering of certain Articles and Sections of
the Credit Agreement in the Restated Credit Agreement, from and after the effectiveness of such amendment and restatement, any reference in any Loan Document (other than the Restated Credit Agreement) to Article IV, V, VI, VII, VIII, IX or X of the
Credit Agreement shall be deemed to be a reference to Article III, IV, V, VI, VII, VIII or IX, respectively, of the Restated Credit Agreement, and references to Section numbers in 







 
such Articles of the Credit Agreement, and to Schedules identified by such Section numbers, will be deemed changed to correspond to the numbers of the Articles of the Restated Credit Agreement in
which such Sections appear. 
 (d) Each LC Subsidiary that is a party hereto hereby confirms that it is a party to the Credit
Agreement and constitutes an “LC Subsidiary” for all purposes thereof, and affirms and agrees that it is bound by all provisions of the Credit Agreement applicable to it as an LC Subsidiary. 

(e) In connection with the satisfaction of the condition set forth in clause (h) of Section 4.01 of the Restated Credit
Agreement, the Administrative Agent and each Lender party to the Credit Agreement hereby waive any requirement set forth in Section 2.10(d) or any other provision of the Credit Agreement that conditions any prepayment of Loans thereunder on a
delivery by a Borrower of any prior written notice. 
 SECTION 2. Conditions to Effectiveness. This Amendment Agreement
and the obligations of the Lenders to make Loans and issue Letters of Credit under the Credit Agreement as amended and restated hereby shall become effective on the date on which the conditions specified in Section 4.01 of the Restated Credit
Agreement are satisfied (or waived in accordance with Section 9.02 of the Restated Credit Agreement). 
 SECTION 3.
Applicable Law. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 4. No Novation. Neither this Amendment Agreement nor the effectiveness of the Restated Credit Agreement shall extinguish the Obligations for the payment of money outstanding under the
Credit Agreement or discharge or release, or affect the priority of, the Lien of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests in favor of the Administrative Agent for the benefit of
the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation, or a payment and
reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, except as amended, amended and restated or modified hereby or by instruments executed concurrently herewith.

 SECTION 5. Counterparts. This Amendment Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute one contract. Delivery of an executed counterpart of a signature page of this Amendment Agreement by facsimile or email transmission shall be effective as delivery of a
manually executed counterpart of this Amendment Agreement. This Amendment Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents. 

  
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 SECTION 6. Expenses. The Borrowers agree to reimburse the Administrative Agent for
all reasonable out-of-pocket expenses incurred by it in connection with this Amendment Agreement, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, and of foreign
counsel acting for the Administrative Agent. 
 SECTION 7. Headings. The headings of this Amendment Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
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blank] 

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

							
	GRAFTECH INTERNATIONAL LTD.,
			
		 	by	 	
			
		 		 	 /s/ John D. Moran

		 		 	Name:	 	John D. Moran
		 		 	Title:	 	Secretary and Attorney-in-Fact
	
	GRAFTECH GLOBAL ENTERPRISES INC.,
			
		 	By	 	
			
		 		 	 /s/ John D. Moran

		 		 	Name:	 	John D. Moran
		 		 	Title:	 	Assistant Secretary and Attorney-in-Fact
	
	GRAFTECH FINANCE INC.,
			
		 	By	 	
			
		 		 	 /s/ John D. Moran

		 		 	Name:	 	John D. Moran
		 		 	Title:	 	Secretary and Attorney-in-Fact
	
	GRAFTECH SWITZERLAND, S.A.,
			
		 	By	 	
			
		 		 	 /s/ John D. Moran

		 		 	Name:	 	John D. Moran
		 		 	Title:	 	Attorney-in-Fact
	
	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender,
			
		 	By	 	
			
		 		 	 /s/ Brian Knapp

		 		 	Name:	 	Brian Knapp
		 		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









							
	
	 GRAFTECH INTERNATIONAL HOLDINGS INC.,
 as LC Subsidiary,

			
		 	By	 	
			
		 		 	 /s/ John D. Moran

		 		 	Name:	 	John D. Moran
		 		 	Title:	 	Secretary and Attorney-in-Fact
	
	 GRAFTECH S.P.A.,

as LC Subsidiary,

			
		 	By	 	
			
		 		 	 /s/ John D. Moran

		 		 	Name:	 	John D. Moran
		 		 	Title:	 	Attorney-in-Fact
	
	 GRAFTECH CANADA ULC,

as LC Subsidiary,

			
		 	By	 	
			
		 		 	 /s/ John D. Moran

		 		 	Name:	 	John D. Moran
		 		 	Title:	 	Attorney-in-Fact



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 








 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

Signature Page to Be Executed by Lenders 
 Under the Amended and Restated Credit Agreement 
  

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	Lender:	 	 Bank of America, N.A.

			
		 	By:	 	 /s/ Kenneth G. Wood

		 		 	Name:	 	Kenneth G. Wood
		 		 	Title:	 	Senior Vice President



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	Lender:	 	 BNP Paribas

			
		 	By:	 	 /s/ Michael A. Kowalczuk

		 		 	Name:	 	Michael A. Kowalczuk
		 		 	Title:	 	Director
			
		 	By:	 	 /s/ Melissa Bailey

		 		 	Name:	 	Melissa Bailey
		 		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	Lender:	 	 Bank of the West

			
		 	By:	 	 /s/ Sidney Jordan

		 		 	Name:	 	Sidney Jordan
		 		 	Title:	 	Vice President


  

							
	For any Lender requiring a second signature block:
			
		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	Lender:	 	 The Royal Bank of Scotland plc

			
		 	By:	 	 /s/ Paul Chisholm

		 		 	Name:	 	Paul Chisholm
		 		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	Lender:	 	 Wells Fargo Bank, National Association

			
		 	By:	 	 /s/ Jeffrey White

		 		 	Name:	 	Jeffrey White
		 		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	 Lender:
	 	 PNC Bank, National Association

			
		 	By:	 	 /s/ Christian S. Brown

		 		 	Name:	 	Christian S. Brown
		 		 	Title:	 	Senior Vice President
	
	For any Lender requiring a second signature block:
			
		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	 Lender:
	 	 KEYBANK NATIONAL ASSOCIATION

			
		 	By:	 	 /s/ Brian P. Fox

		 		 	Name:	 	Brian P. Fox
		 		 	Title:	 	Vice President
	
	For any Lender requiring a second signature block:
			
		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	 Lender:
	 	 The Bank of Nova Scotia

			
		 	By:	 	 /s/ David Mahmood

		 		 	Name:	 	David Mahmood
		 		 	Title:	 	Managing Director



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	 Lender:
	 	 Sovereign Bank

			
		 	By:	 	 /s/ Thomas J. Devitt

		 		 	Name:	 	Thomas J. Devitt
		 		 	Title:	 	Senior Vice President



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	 Lender:
	 	 The Huntington National Bank

			
		 	By:	 	 /s/ Brian H. Gallagher

		 		 	Name:	 	Brian H. Gallagher
		 		 	Title:	 	Senior Vice President



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	 Lender:
	 	 U.S. Bank National Association

			
		 	By:	 	 /s/ Kenneth R. Fieler

		 		 	Name:	 	Kenneth R. Fieler
		 		 	Title:	 	Vice President
	
	For any Lender requiring a second signature block:
			
		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	 Lender:
	 	 Fifth Third Bank

			
		 	By:	 	 /s/ Martin H. McGinty

		 		 	Name:	 	Martin H. McGinty
		 		 	Title:	 	Vice President
	
	For any Lender requiring a second signature block:
			
		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 









 SIGNATURE PAGE TO 
 AMENDMENT & RESTATEMENT AGREEMENT 
 DATED AS OF OCTOBER 7, 2011 

 

 Signature Page to Be Executed by Lenders 

Under the Amended and Restated Credit Agreement 

 

							
	SIGNATURE PAGE to the AMENDMENT AGREEMENT dated as of OCTOBER 7, 2011, in respect of the CREDIT AGREEMENT dated as of April 28, 2010, among GRAFTECH INTERNATIONAL
LTD., GRAFTECH GLOBAL ENTERPRISES INC., GRAFTECH FINANCE INC., GRAFTECH SWITZERLAND, S.A., 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.
		
	 Lender:
	 	 BANQUE CANTONALE VAUDOISE

			
		 	By:	 	 /s/ Olivier Deurin

		 		 	Name:	 	Olivier Deurin
		 		 	Title:	 	Vice President
	
	For any Lender requiring a second signature block:
			
		 	By:	 	 /s/ Laurent Micheli

		 		 	Name:	 	Laurent Micheli
		 		 	Title:	 	Assistant Vice President



  

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT] 








 EXHIBIT A 
 Amended and Restated Credit Agreement 
 See attached. 

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT
AGREEMENT]