Item 1.01. Entry into a Material Definitive Agreement.

On December 22, 2020, GrafTech Finance Inc. (the "GrafTech Finance"), an indirect, wholly-owned subsidiary of GrafTech International Ltd. (the "Company"), issued $500 million aggregate principal amount of 4.625% Senior Secured Notes due 2028 (the "Notes") at an issue price of 100% of the principal amount thereof in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the "Securities Act") and to non-U.S. persons outside the United States under Regulation S under the Securities Act.

The Notes were issued pursuant to an indenture, dated as of December 22, 2020 (the "Indenture"), among GrafTech Finance, as issuer, the Company, as a guarantor, the other subsidiaries of the Company named therein as guarantors and U.S. Bank National Association, as trustee and notes collateral agent.

The Notes are or will be, as applicable, guaranteed on a senior secured basis by the Company and all of its existing and future direct and indirect U.S. subsidiaries that guarantee, or borrow under, the credit facilities under its existing credit agreement (the "Credit Agreement"). The Notes will also be secured on a pari passu basis by the collateral securing the term loans under the Credit Agreement. GrafTech Finance, the Company and the other guarantors granted a security interest in such collateral, consisting of substantially all of their respective assets, as security for the obligations of GrafTech Finance, the Company and the other guarantors under the Notes and the Indenture pursuant to a collateral agreement, dated as of December 22, 2020 (the "Collateral Agreement"), among GrafTech Finance, the Company, the other subsidiaries of the Company named therein as grantors and U.S. Bank National Association, as collateral agent.

The Notes bear interest at the rate of 4.625% per annum, which accrues from December 22, 2020 and is payable in arrears on June 15 and December 15 of each year, commencing on June 15, 2021. The Notes will mature on December 15, 2028, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the Indenture.

GrafTech Finance may redeem some or all of the Notes at the redemption prices and on the terms specified in the Indenture. If the Company or GrafTech Finance experiences specific kinds of changes in control or the Company or any of its restricted subsidiaries sells certain of its assets, then GrafTech Finance must offer to repurchase the Notes on the terms set forth in the Indenture.

The Indenture contains certain covenants that, among other things, limit the Company's ability, and the ability of certain of its subsidiaries, to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, incur or suffer to exist liens securing indebtedness, make certain investments, engage in certain transactions with affiliates, consummate certain assets sales and effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all assets. The Indenture contains events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company or GrafTech Finance, all outstanding Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the trustee or the holders of at least 30% in principal amount of the then outstanding Notes may declare all of the Notes to be due and payable immediately.

The above summary of the Indenture and the Collateral Agreement is qualified in its entirety by reference to the Indenture and the Collateral Agreement, which are attached hereto as Exhibit 4.1 and Exhibit 10.1, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.

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Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits



Exhibit
Number                                    Description

 4.1*          Indenture, dated as of December 22, 2020, among GrafTech Finance
             Inc., as issuer, GrafTech International Ltd., as a guarantor, the
             subsidiary guarantors party thereto, and U.S. Bank National
             Association, as trustee and collateral agent, relating to GrafTech
             Finance Inc.'s 4.625% Senior Secured Notes due 2028.

 4.2           Form of 4.625% Senior Secured Notes due 2028 of GrafTech Finance
             Inc. (included in Exhibit 4.1).

10.1*          Collateral Agreement, dated as of December 22, 2020, among GrafTech
             Finance Inc., GrafTech International Ltd., the other subsidiary
             grantors party thereto, and U.S. Bank National Association, as
             collateral agent.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

* Certain schedules and/or exhibits to this agreement have been omitted pursuant

to Instruction 4 to Item 1.01 of Form 8-K. A copy of any omitted schedule

and/or exhibit will be furnished to the Securities and Exchange Commission upon

request.

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