AGY HOLDING CORP. AND EACH OF THE GUARANTORS PARTY HERETO 11% SENIOR SECOND LIEN NOTES DUE 2014 INDENTURE Dated as of October 25, 2006 U.S. Bank National Association TrusteeIndenture • May 8th, 2008 • AGY Holding Corp. • New York
INDENTURE, dated as of October 25, 2006, among AGY Holding Corp., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and U.S. Bank National Association, as Trustee (the “Trustee”).
CREDIT AGREEMENT dated as of October 25, 2006 among AGY HOLDING CORP., AGY AIKEN LLC and AGY HUNTINGDON LLC as Borrowers and Guarantors, KAGY HOLDING COMPANY, INC. and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and UBS...Credit Agreement • May 8th, 2008 • AGY Holding Corp. • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of October 25, 2006, among AGY HOLDING CORP., a Delaware corporation (“Parent Borrower”), AGY AIKEN LLC, a Delaware limited liability company (“Aiken”), AGY HUNTINGDON LLC, a Delaware limited liability company (“Huntingdon”, and, together with Parent Borrower and Aiken, each a “Borrower” and collectively, the “Borrowers”), KAGY HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as sole lead arranger (in such capacity, “Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such cap
AGY HOLDING CORP., AGY AIKEN LLC, and AGY HUNTINGDON LLC, as Borrowers AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 8, 2011 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as Administrative Agent and UBS...Loan and Security Agreement • March 14th, 2011 • AGY Holding Corp. • Glass & glassware, pressed or blown • Massachusetts
Until June 1, 2011, margins shall be determined as if Level I were applicable. Thereafter, the margins shall be subject to increase or decrease upon receipt by Agent pursuant to Section 10.1.2 of the financial statements and corresponding Compliance Certificate for the last Fiscal Quarter, which change shall be effective on the first day of the calendar month following receipt. If, by the first day of a month, any financial statement or Compliance Certificate due in the preceding month has not been received, then, at the option of Agent or Required Lenders, the margins shall be determined as if Level I were applicable, from such day until the first day of the calendar month following actual receipt.
SECURITY AGREEMENT By AGY HOLDING CORP. and THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of October 25, 2006Security Agreement • May 8th, 2008 • AGY Holding Corp. • New York
This second lien SECURITY AGREEMENT dated as of October 25, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by AGY HOLDING CORP., a Delaware corporation (the “Issuer”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENT among KAGY Holding Company, Inc. KAGY Acquisition Corp. and Certain Stockholders of KAGY Holding Company, Inc. Dated as of April 7, 2006Registration Rights Agreement • May 8th, 2008 • AGY Holding Corp. • New York
LIMITED LIABILITY COMPANY AGREEMENT OF AGY Aiken LLCLimited Liability Company Agreement • May 8th, 2008 • AGY Holding Corp. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of AGY Aiken LLC (the “Company”), is entered into as of November 24,2003, by AGY Holding Corp., a Delaware corporation, as its sole member (the “Member”).
REGISTRATION RIGHTS AGREEMENT Dated as of October 25, 2006 By and Among AGY HOLDING CORP. as Issuer, AGY AIKEN LLC and AGY HUNTINGDON LLC as Guarantors, and UBS SECURITIES LLC, as Initial Purchaser 11% Senior Second Lien Notes due 2014Registration Rights Agreement • May 8th, 2008 • AGY Holding Corp. • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of October 20, 2006, by and among the Issuer, the Guarantors and the Initial Purchaser (the “Purchase Agreement”), relating to the offering of $175,000,000 aggregate principal amount of the Issuer’s 11% Senior Second Lien Notes due 2014 (the “Notes”) which are jointly and severally, unconditionally guaranteed by the Guarantors. The execution and delivery of this Agreement is a condition to the Initial Purchaser's obligation to purchase the Notes under the Purchase Agreement.
By Hand Steven Smoot Wake Forest, NC 27587 Dear Steve:AGY Holding Corp. • May 15th, 2012 • Glass & glassware, pressed or blown
The purpose of this letter (the “Agreement”) is to confirm the agreement between you, AGY Holding Corp. (the “Company”) and KAGY Holding Company, Inc. (the “Parent”) concerning the period of your remaining employment and your separation from employment. Reference is made to the Employment Offer Letter between you and KAGY Holdings, Inc. dated as of May 4, 2010 (the “Employment Agreement”) and the Parent Severance Plan dated as of April 7, 2006 (the “Severance Plan”). All capitalized terms used in this letter will have the meaning ascribed to them in the Employment Agreement or Severance Plan, as applicable, unless otherwise expressly provided herein.
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENTMaster Lease Agreement • May 15th, 2013 • AGY Holding Corp. • Glass & glassware, pressed or blown • New York
This FIRST AMENDMENT (this “Amendment”), dated as of May 15, 2013, to the Amended and Restated Master Lease Agreement, dated as of July 25, 2012 (as heretofore amended, supplemented or otherwise modified, the “Agreement”), among DB ENERGY TRADING LLC (“Lessor”), a Delaware limited liability company, AGY HOLDING CORP. (“Lessee”), a Delaware corporation, AGY AIKEN LLC (“AGY Aiken”), a Delaware limited liability company and AGY HUNTINGDON LLC (“AGY Huntingdon”), a Delaware limited liability company.
Amendment/Supplemental Agreement to the Project Loan Agreement (the “Amendment Agreement”)Supplemental Agreement • May 15th, 2012 • AGY Holding Corp. • Glass & glassware, pressed or blown
AMENDMENT NO. 2 TO AMENDED AND RESTATED ALLOY SERVICES AGREEMENTAlloy Services Agreement • May 8th, 2008 • AGY Holding Corp.
This AMENDMENT NO. 2 TO AMENDED AND RESTATED ALLOY SERVICES AGREEMENT (the “Second Amendment”), effective as of the 26th day of October, 2007, is made by and between AGY Holding Corp., a Delaware corporation, with its principal office located at 2558 Wagener Road, Aiken, South Carolina, 29801, as successor-in-interest to Advanced Glassfiber Yarns LLC, (hereinafter “Buyer”); and OWENS CORNING, a Delaware corporation, with its principal office located at Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio, 43659, (hereinafter “OC”).
FIRST AMENDMENT TO CONSIGNMENT AGREEMENTConsignment Agreement • May 8th, 2008 • AGY Holding Corp. • New York
THIS FIRST AMENDMENT TO CONSIGNMENT AGREEMENT is made as of the 7th day of April, 2006, by and among BANK OF AMERICA, N.A. (as assignee of Fleet Precious Metals Inc.), a national banking association, with offices at 111 Westminster Street, Providence, Rhode Island 02903 (the “Consignor”), AGY HOLDING CORP., a Delaware corporation (“Holding”), AGY AIKEN LLC, a Delaware limited liability company (“Aiken”), and AGY HUNTINGDON LLC, a Delaware limited liability company (“Huntingdon”: Holding, Aiken and Huntingdon are herein collectively referred to herein as “Customer”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 8th, 2008 • AGY Holding Corp. • New York
This Supplemental Indenture, dated as of March 28, 2008 (this “Supplemental Indenture”), is entered into by and among AGY Holding Corp. (together with its successors and assigns, the “Company”), the Guarantors under (and as defined in) the Indenture referred to below and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2012 • AGY Holding Corp. • Glass & glassware, pressed or blown • Massachusetts
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of the 6th day of February, 2012, by and among:
CONSIGNMENT AGREEMENTConsignment Agreement • May 8th, 2008 • AGY Holding Corp. • New York
AGY HOLDING CORP., a Delaware corporation (“Holding”), AGY AIKEN LLC, a Delaware limited liability company (“Aiken”). and AGY HUNTINGDON LLC, a Delaware limited liability company (“Huntingdon”; Holding, Aiken and Huntingdon are herein collectively referred to herein as “Customer”).
AMENDMENTAGY Holding Corp. • May 8th, 2008 • New York
THIS AMENDMENT (“Amendment”), is dated as of December 12, 2006, and is entered into by and among AGY HOLDING CORP., a Delaware corporation (“Parent Borrower”), the other Borrowers party thereto, KAGY HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, the Lenders, UBS SECURITIES LLC, as sole lead arranger (in such capacity, “Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (“Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (“Issuing Bank”) as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank (Borrower, Holdings, the Subsidiary Guarantors, the Lenders, Arranger, Documentation Agent, Syndication Agent, Swingline Lender, Issuing Bank, Administrative Agent and Collateral
MASTER LEASE AGREEMENTMaster Lease Agreement • March 25th, 2009 • AGY Holding Corp. • Glass & glassware, pressed or blown • New York
ContractOption Agreement • August 19th, 2009 • AGY Holding Corp. • Glass & glassware, pressed or blown • Hong Kong
Portions of this Exhibit, as indicated by [***], are omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
THIRD AMENDMENT TO CONSIGNMENT AGREEMENTConsignment Agreement • May 8th, 2008 • AGY Holding Corp. • New York
THIS THIRD AMENDMENT TO CONSIGNMENT AGREEMENT (this “Amendment”) is made as of the 25th day of October, 2006, by and among THE BANK OF NOVA SCOTIA, a Canadian-chartered bank of (“Consignor”), AGY HOLDING CORP., a Delaware corporation (“Holding”), AGY AIKEN LLC, a Delaware limited liability company (“Aiken”), and AGY HUNTINGDON LLC, a Delaware limited liability company (“Huntingdon”); Holding, Aiken and Huntingdon are herein collectively referred to herein as (“Customer”).
INTERCREDITOR AGREEMENT dated as of October 25, 2006, among UBS AG, STAMFORD BRANCH, as Collateral Agent, as Trustee and as Noteholder Collateral Agent, KAGY HOLDING COMPANY, INC., AGY HOLDING CORP. and the Subsidiaries of AGY Holding Corp. named hereinIntercreditor Agreement • May 8th, 2008 • AGY Holding Corp. • New York
INTERCREDITOR AGREEMENT dated as of October 25, 2006, among UBS AG, STAMFORD BRANCH, as collateral agents for the Credit Facility Secured Parties referred to herein, U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to herein, and as collateral agent for the Noteholder Secured Parties referred to herein, KAGY HOLDING COMPANY, INC., AGY HOLDING CORP. and the subsidiaries of AGY Holding Corp. named herein.
UBS AG, STAMFORD BRANCH Stamford, Connecticut 06901Loan and Security Agreement • May 15th, 2013 • AGY Holding Corp. • Glass & glassware, pressed or blown • New York
Reference is made to that certain Second Amended and Restated Loan and Security Agreement, dated as of June 15, 2012 (as amended by the First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of July 25, 2012, the “Credit Agreement”), among AGY Holding Corp., AGY Aiken LLC and AGY Huntingdon LLC (collectively, the “Borrowers”), the Lenders from time to time party thereto (the “Lenders”), and UBS AG, Stamford Branch, as Administrative Agent (in such capacity or otherwise, the “Administrative Agent”). Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
AMENDED AND RESTATED MASTER LEASE AGREEMENT dated as of July 25, 2012 between DB ENERGY TRADING LLC, as Lessor AGY HOLDING CORP., as Lessee AGY AIKEN LLC and AGY HUNTINGDON LLC, as GuarantorsMaster Lease Agreement • August 14th, 2012 • AGY Holding Corp. • Glass & glassware, pressed or blown • New York
This Amended and Restated Master Lease Agreement (this “Agreement”), dated as of July 25, 2012, among DB ENERGY TRADING LLC (“Lessor”), a Delaware limited liability company, AGY HOLDING CORP. (“Lessee”), a Delaware corporation, AGY AIKEN LLC (“AGY Aiken”), a Delaware limited liability company and AGY HUNTINGDON LLC (“AGY Huntingdon”), a Delaware limited liability company.
FIRST AMENDMENT TO EMPLOYMENT OFFER LETTEREmployment Offer Letter • May 8th, 2008 • AGY Holding Corp.
First Amendment (this “Amendment”) made and entered into by and between KAGY Holding Company, Inc., a Delaware corporation (the “Company”), AGY Holding Corp. (the “Principal Subsidiary”), a Delaware corporation, with its principal place of business at 2558 Wagener Road, Aiken, South Carolina, and Dennis Rexroad (the “Executive”), effective as of the 7th day of April, 2006, amending that certain employment offer letter, dated as of December 8, 2004 by and between the Principal Subsidiary and the Executive (the “Original Agreement”).
Amendment No. 3 to Amended and Restated Alloy Services AgreementAlloy Services Agreement • August 16th, 2010 • AGY Holding Corp. • Glass & glassware, pressed or blown
This Amendment No. 3 to the Amended and Restated Alloy Services Agreement (The “Third Amendment”), effective as of the 15 th day of April, 2010, is made by and between AGY Holding Corp, a Delaware corporation, with its principal office located at 2558 Wagener Road, Aiken South Carolina, 29801, as successor-in-interest to Advanced Glassfiber Yarns, LLC, (hereinafter “Buyer”); and Owens Corning Sales, LLC, a Delaware Limited Liability Company, with its principal offices located at One Owens Corning Parkway, Toledo, Ohio 43659, as successor-in-interest to Owens Corning (hereinafter “OC”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2012 • AGY Holding Corp. • Glass & glassware, pressed or blown
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of the 15th day of December, 2011, by and among:
AMENDMENT NO. 1 TO AMENDED AND RESTATED ALLOY SERVICES AGREEMENTAlloy Services Agreement • May 8th, 2008 • AGY Holding Corp.
This AMENDMENT NO. 1 TO AMENDED AND RESTATED ALLOY SERVICES AGREEMENT, effective as of the 26th day of November, 2006, is made by and between AGY Holding Corp., a Delaware corporation, with its principal office located at 2558 Wagener Road, Aiken, South Carolina, 29801, as successor-in-interest to Advanced Glassfiber Yarns LLC, (hereinafter “Buyer”); and OWENS CORNING, a Delaware corporation, with its principal office located at Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio, 43659, (hereinafter “OC”).
Dated the 12th day of March, 2009Agreement • March 25th, 2009 • AGY Holding Corp. • Glass & glassware, pressed or blown • Hong Kong
The Vendor and the Vendor’s Guarantor may be referred to collectively herein as a “Party”, the Purchaser may be referred to individually herein as a “Party”, and the Vendor, the Vendor’s Guarantor, and the Purchaser may be referred to collectively herein as the “Parties”.
FOURTH AMENDMENT TO CONSIGNMENT AGREEMENTConsignment Agreement • May 8th, 2008 • AGY Holding Corp. • New York
THIS FOURTH AMENDMENT TO CONSIGNMENT AGREEMENT (this “Amendment”) is made as of the 14th day of September, 2007, by and among THE BANK OF NOVA SCOTIA, a Canadian chartered bank (“Consignor”), and AGY HOLDING CORP., a Delaware corporation (“Holding”), AGY AIKEN LLC, a Delaware limited liability company (“Aiken”), and AGY HUNTINGDON LLC, a Delaware limited liability company (“Huntingdon”; Holding, Aiken and Huntingdon are herein collectively referred to as “Customer”).
SECOND AMENDMENT TO CONSIGNMENT AGREEMENTConsignment Agreement • May 8th, 2008 • AGY Holding Corp. • New York
Each compliance certificate delivered by Customer pursuant to Section 7.06(d) hereof shall be accompanied by Customer’s calculation of its Total Leverage Ratio as of the last day of the fiscal period covered by such financial statements and compliance certificate and shall include Customer’s request for the Applicable Margin based thereon. No downward adjustment in the Applicable Margin shall be permitted following the occurrence and during the continuance of an Event of Default.”
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • May 8th, 2008 • AGY Holding Corp. • New York
UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent for the First Lien Lenders as defined below (together with its successors and assigns, “First Lien Agent”);
FIRST AMENDMENT TO EMPLOYMENT OFFER LETTEREmployment Offer Letter • May 8th, 2008 • AGY Holding Corp.
First Amendment (this “Amendment”) made and entered into by and between KAGY Holding Company, Inc., a Delaware corporation (the “Company”), AGY Holding Corp. (the “Principal Subsidiary”), a Delaware corporation, with its principal place of business at 2558 Wagener Road, Aiken, South Carolina, and Drew Walker (the “Executive”), effective as of the 7th day of April, 2006, amending that certain employment offer letter, dated as of December 10, 2004 by and between the Principal Subsidiary and the Executive (the “Original Agreement”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2012 • AGY Holding Corp. • Glass & glassware, pressed or blown • New York
This First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of July 25, 2012 (this “Amendment”), is entered into by and among AGY HOLDING CORP., a Delaware corporation (“AGY Holdings”), AGY AIKEN LLC, a Delaware limited liability company (“AGY Aiken”), and AGY HUNTINGDON LLC, a Delaware limited liability company (“AGY Huntingdon”, and together with AGY Holdings and AGY Aiken, collectively, “Borrowers”), the financial institutions party to this Amendment from time to time as lenders (collectively, “Lenders”), and UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders (in such capacity, “Agent”), as consented to by KAGY HOLDING COMPANY, INC., a Delaware corporation (“Guarantor”).
AMENDMENT NO. 2 AND CONSENTAGY Holding Corp. • May 8th, 2008 • New York
THIS AMENDMENT NO. 2 AND CONSENT (this “Amendment”), is dated as of March 14, 2008, and is entered into by and among AGY HOLDING CORP., a Delaware corporation (“Parent Borrower”), the other Borrowers, KAGY HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, the Lenders, and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders (Parent Borrower, the other Borrowers, Holdings, the Subsidiary Guarantors, the Lenders and the Administrative Agent, each, individually, a “Party”, and, collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2008 • AGY Holding Corp. • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) made and entered into by and between KAGY Holding Company, Inc., a Delaware corporation (the “Company”), AGY Holding Corp. (the “Principal Subsidiary”), a Delaware corporation, with its principal place of business at 2558 Wagener Road, Aiken, South Carolina, and Catherine Cuisson, of 848 Hickory Ridge Road, Aiken, SC 29803 (“Ms. Cuisson” or the “Executive”), effective as of the 7th day of April, 2006.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 15th, 2012 • AGY Holding Corp. • Glass & glassware, pressed or blown • South Carolina
THIS CONSULTING SERVICES AGREEMENT (this Agreement, is made and entered into as of April 9, 2012 by and between AGY Holding Corp., a Delaware corporation, having its principal office in Aiken, South Carolina (“AGY”), and Jay Ferguson (“Consultant”).
