North Carolina Uses in Definitions Clause

Definitions from Consignment Agreement

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).

Definitions. When used herein, the terms set forth below shall be defined as follows: Affiliate means as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or which owns, directly or indirectly, twenty-five percent (25%) or more of the outstanding equity interests of such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise. Agreement has the meaning set forth in the Recitals. Applicable Margin means two percentage points (2.0%) or such other percentage as Consignor and Customer may agree upon from time to time. Approved Location(s) means the locations described in Section 2.01(f) hereof. Authorized Representatives means all Person(s) who are authorized by and on behalf of Customer Representative under this Agreement, including, without limitation, (a) to transact Consignment and purchase and sale transactions with Consignor on behalf of Customer under the Consignment Facility; and (b) to request that a Consignment under the Consignment Facility on behalf of Customer be continued as such or converted to a Consignment of another Type. Bank means Bank of America, N.A., a national banking association. Breakage Costs means all costs, losses and expenses (other than loss of anticipated profits) that Consignor may from time to time sustain or incur as a consequence of any prepayment, early termination, acceleration or breakage of a Fixed Rate Consignment or Fixed Rate Period, including any loss or expense arising from interest or fees payable by Consignor to lenders of funds obtained by Consignor in order to maintain such Fixed Rate Consignment for such Fixed Rate Period. Business Day means (a) any day that is not a Saturday, Sunday, or a day on which banks in Providence, Rhode Island, or Charlotte, North Carolina, are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with any valuation, pricing period or pricing mechanism relating to London, any day that is a Business Day pursuant to the preceding clause (a) and that is also a day on which trading in Dollars and Precious Metal is carried on by and between banks in the London interbank market or London Metal Exchange, as applicable. Closing Date means the date on which the first Consignment is made pursuant to this Agreement. Collateral means all collateral securing payment of the Obligations. Collateral Access Agreement means any landlord waiver or other similar agreement between Consignor and any third party in possession of any Consigned Precious Metal or any Equity Precious Metal of Customer used to satisfy the requirements of Section 7.11 hereof or any landlord of Customer for any leased premises where any Consigned Precious Metal or any Equity Precious Metal of Customer used to satisfy the requirements of Section 7.11 hereof is located, as any such waiver or similar agreement may be amended, restated or otherwise modified from time to time. Consigned Precious Metal means Precious Metal which has been consigned to Customer pursuant to the Consignment Facility. Consignment means a consignment of Precious Metal by Consignor to Customer under the Consignment Facility. Consignment Facility means the facility established pursuant to Section 2 hereof, whereby Customer may request Consignments of Precious Metal from Consignor. Consignment Facility Indebtedness means the value (as determined from time to time in accordance with Section 2.02 hereof) of Consigned Precious Metal plus any unpaid purchase price for Consigned Precious Metal which has been withdrawn or is required to be withdrawn from Consignment under the Consignment Facility. Consignment Limit means (a) the lesser of (i) Twenty Million Dollars ($20,000,000), and (ii) the value (as determined in accordance with Section 2.02) of 20,000 ounces of Platinum; or (b) such other limit as Consignor and Customer may agree upon from time to time as evidenced by an amendment in substantially the form of Exhibit C attached hereto and made a part hereof. Consignment Reserve means an amount equal to fifteen percent (15.0%) of the Consignment Facility Indebtedness. Consignor shall have the meaning set forth in the Preamble. Consignors Address means 111 Westminster Street, Providence, Rhode Island 02903, Attn: David R. Vega, Senior Vice President, Precious Metals, or such other person or address as Consignor shall designate from time to time in accordance with the provisions hereof. Customer shall have the meaning set forth in the Preamble. Customer Party means, individually, each of Holding, Aiken, Huntingdon and any other Subsidiary of Customer who hereafter becomes a party hereto as Customer pursuant to a joinder agreement execute