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
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
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”).
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.
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”);
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”).
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”);
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 INDENTURESupplemental 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”).
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”).
AMENDMENTAmendment • May 8th, 2008 • AGY Holding Corp. • 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
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.
FIRST AMENDMENT TO EMPLOYMENT OFFER LETTEREmployment Agreement • 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. 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”).
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 EMPLOYMENT OFFER LETTEREmployment Agreement • 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”).
AMENDMENT NO. 2 AND CONSENTCredit Agreement • May 8th, 2008 • AGY Holding Corp. • 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.
FORM OF STOCKHOLDERS AGREEMENT among KAGY Holding Company, Inc. KAGY Acquisition Corp. and Certain Stockholders of KAGY Holding Company, Inc. Dated as of April 7, 2006Stockholders Agreement • May 8th, 2008 • AGY Holding Corp. • New York
KAGY HOLDING COMPANY, INC.2006 Stock Option Plan • May 8th, 2008 • AGY Holding Corp. • Delaware
AMENDED AND RESTATED SUPPLY AGREEMENT BETWEEN NOUVEAU VERRE HOLDINGS LLC PORCHER INDUSTRIES, S.A. BGF INDUSTRIES, INC. CHAVANOZ S.A. SHANGHAI - PORCHER INDUSTRIES SOUVOUTRI S.A. FOTHERGILL P.L.C. THE OTHER AFFILIATES OF PORCHER FROM TIME TO TIME PARTY...Supply Agreement • May 8th, 2008 • AGY Holding Corp. • New York
This Amended and Restated Supply Agreement (this “Agreement”) is made as of the Effective Date (as defined in Section l(c)), by and between NOUVEAU VERRE HOLDINGS LLC, a Delaware limited liability company, with offices at c/o BGF Industries Inc., 3802 Robert Porcher Way, Greensboro, North Carolina 27410 (“NVH” and in its capacity as the representative of the other Buyer Companies pursuant to Section 12 hereof, “Buyer Agent”), PORCHER INDUSTRIES, S.A., a French société anonyme (“Porcher”), BGF INDUSTRIES, INC., a Delaware corporation (“BGF”), the other Affiliates of Porcher listed on the signature pages hereto and such other Affiliates of Porcher who may become party to this Agreement pursuant to the terms of Section 14 hereof (such Affiliates, collectively with NVH, Porcher and BGF, the “Porcher Group” and individually, each a “Buyer Company”) and AGY HOLDING CORP., a Delaware corporation, with offices at 2558 Wagener Road, Aiken, South Carolina 29801, or its successors and assigns (“A
AMENDED AND RESTATED NON-COMPETE AGREEMENTNon-Compete Agreement • May 8th, 2008 • AGY Holding Corp. • New York
This Amended and Restated Non-Compete Agreement (this “Non-Compete Agreement”) dated as of September 16, 2003, among Owens Coining, a Delaware corporation (“Seller”): and Advanced Glassfiber Yarns, LLC, a Delaware limited liability company (“Company”).
AMENDED AND RESTATED ALLOY SERVICES AGREEMENTAlloy Services Agreement • May 8th, 2008 • AGY Holding Corp. • New York
This Amended and Restated Alloy Services Agreement (this “Alloy Services Agreement”) is made as of September 16, 2003 by and between Advanced Glassfiber Yarns LLC (hereinafter “Buyer”) and OWENS CORNING, a company incorporated under the laws of the State of Delaware and having its principal office at Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio 43659 (hereinafter “OC”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2008 • AGY Holding Corp. • Delaware
AMENDED AND RESTATED 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 Douglas J. Mattscheck, of 403 Lakestone Way, Martinez, GA 30907 (the “Executive”), effective as of the 7th day of April, 2006, amending and restating in its entirety that certain Employment Agreement, dated as of April 2, 2004, by and between the Principal Subsidiary and the Executive (the “Original Agreement”).
KAGY Holding Company, Inc. Aiken, SC 29801Grant of Stock Options • May 8th, 2008 • AGY Holding Corp. • Delaware
KAGY Holding Company, Inc. (the “Company”) and you hereby agree that the terms and conditions regarding the stock options (“Options”) granted to you under the Company’s 2006 Stock Option Plan (the “Plan”) are as provided below.
MANAGEMENT AGREEMENTManagement Agreement • May 8th, 2008 • AGY Holding Corp. • New York
This Management Agreement (the “Agreement”), is made as of April 7, 2006, by and among KAGY Holding Company, Inc., a Delaware corporation (“Holdings”), KAGY Acquisition Corp., a Delaware corporation (“Merger Sub” and, together with Holdings and AGY Holding Corp., a Delaware corporation (“AGY” or the “Company”) as successor by merger to Merger Sub, the “AGY Corporations”), and Kohlberg & Company, LLC, a Delaware limited liability company (“Kohlberg”).
FIFTH AMENDMENT TO CONSIGNMENT AGREEMENTConsignment Agreement • May 8th, 2008 • AGY Holding Corp. • New York
THIS FIFTH AMENDMENT TO CONSIGNMENT AGREEMENT (this “Amendment”) is made as of the 28th day of March, 2008, 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”).
