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.
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.
Restructuring and Support AgreementMaster Lease Agreement • May 15th, 2013 • AGY Holding Corp. • Glass & glassware, pressed or blown • New York
We refer to those certain 11% Senior Second Lien Notes due 2014 of AGY Holding Corp. (“AGY”) due 2014 (the “Existing Notes”) and the indenture (the “Existing Notes Indenture”) governing the Existing Notes, dated as of October 25, 2006, by and among AGY, the guarantors named therein and U.S. Bank National Association, as trustee (the “US Bank” or the “Trustee”). In connection with a proposed restructuring, AGY will enter into a private exchange transaction with certain holders of its Existing Notes in which such holders, including the undersigned Committed Holders (as defined below), will exchange outstanding Existing Notes for (A) shares of convertible participating preferred stock (the “Preferred Stock”) of KAGY Holding Company, Inc., the parent company of AGY (“KAGY”; KAGY and AGY, each a “Company,” and together, the “Companies”) (convertible, immediately after the closing of the Exchange Transaction (as defined below), into 51% of then-outstanding KAGY Common Stock (as defined below
