MASTER LEASE AGREEMENT

(1)

DB ENERGY TRADING LLC (“DB”), a Delaware Corporation, having its offices at 60 Wall Street, New York, NY 10036, hereinafter referred to as the “Lessor” .

(2)

AGY HOLDING CORP., a Delaware corporation, having its offices at 2558 Wagener Road, Aiken, South Carolina, 29801, hereinafter referred to as the “Lessee”.

1.

Pursuant to a tripartite agreement entered into on the date hereof between Lessor, Lessee and Owens Corning (the “Tripartite Agreement” ), Lessor acquired the Lease Metal and Lessee agreed to enter into this Master Lease Agreement.

2.

Lessor wishes to lease the Metal to Lessee and Lessee wishes to lease the Metal from Lessor, in each case on the terms of this Master Lease Agreement.

1.

Defined Terms

1.1

Capitalized terms used herein that are not otherwise defined herein shall be as defined in the Tripartite Agreement.

1.2

“Additional Metal” means additional Metal (or other material) needed to complete the fabrication or refabrication of a Metal Unit. Metal (or other material) subject to any Lien or other third party right can never be used as Additional Metal.

1.3

“Aggregate Lease Amount” means 19,057 ounces of platinum and 3,308 ounces of rhodium, each in Pure Metal form.

1.4

“AGY Unallocated Metal Account” means that certain pool account maintained by Owens Corning for AGY’s CFM metal, with such account located at Owens Corning’s Concord, North Carolina, facility.

1.5

“Alloy” means platinum and rhodium, each in Pure Metal form, which through an appropriate formula are combined and will be fabricated into manufacturing parts, namely bushings, to make glass fiber. The relative percentages of the platinum and rhodium in the Alloy are set forth on Schedule 5. Alloy delivered at the Closing Date to the Lessee or at return to the Lessor may not have contaminants in excess of the purity acceptance standards. Any provisions hereof which relate to the requirement to provide specific quantities of Alloy will, therefore, from time to time refer to the aggregate quantities of the constituent rhodium and platinum in Pure Metal form based upon the proportions set forth in Schedule 5.

1.6

“Audit Report” means the audit report prepared by DB, approved by OC and dated October , 2008 setting out (i) the quantity of Lease Metal; (ii) the location of the Lease Metal (both Metal Units and Unallocated Metal); and (iii) the serial numbers of the Metal Units.

1.7

“Benchmark Value” means spot rate announced by Johnson Matthey Base Price at 9:30 a.m. as at a certain date.

1.8

“Business Day” means a day where the banks are open for business in London and New York.

1.9

“Closing Date” means the date DB delivers the Consideration under Tripartite Agreement , such date to be no earlier than two (2) days from the Effective Date.

1.10

“Commencement Date” has the meaning set forth in Section 3.1.4.

1.11

“Consideration” means the Consideration transferred by the Lessee to the Lessor in accordance with Section 2.2 of the Tripartite Agreement.

1.12

“DB Unallocated Metal Account” means the Johnson Matthey, West Whiteland Pennsylvania unallocated metal account with account number 63008/01 in the name of DB Energy Trading LLC.

1.13

“Default” means any event or circumstance specified in Section 7.

1.14

“Dispute” has the meaning set forth in Section 14.1.

1.15

“Effective Date” means the date of this Agreement.

1.16

“Facilities” means the Lessee’s plants located at 1200 Susquehanna Ave., Huntingdon, Pennsylvania 15625 and the bushing refabrication facility for Owens Corning located at 4535 Enterprise Drive, Concord, NC 28027, each individually a “Facility”

1.17

“Initial Lease” has the meaning attributed to it in Section 3.1.

1.18

“Initial Lease Term” means the term of the Initial Leases, with such term being for no longer than a period of twelve months.

1.19

“Lease” means a lease agreement between Lessor and Lessee for a portion of the Lease Metal (consisting of Metal Units and Unallocated Metal, if any) entered into pursuant to the terms this Master Lease Agreement and includes an Initial Lease and a Lease Amendment or Renewal.

1.20

“Lease Amendment or Renewal” means the lease amendment or renewal entered into between the Lessor and Lessee in relation to an existing Lease and substantially in the form set out in Exhibit B hereto.

1.21

“Lease Commitment Period” means the period commencing on the Closing Date and ending 36 months thereafter.

1.22

“Lease Expiration Date” has the meaning attributed to it in Section 3.1.5.

1.23

“Lease Fee” has the meaning set forth in Section 4.3.

1.24

“Lease Metal” means Metal, the details of which are contained in the Audit Report and consists of Metal Units and Unallocated Metal (if any).

1.25

“Lease Month” means the period started on the 10 ^th day of any calendar month and ending on the 9 ^th day of the following calendar month.

1.26

“Lease Rate” has the meaning set forth in Section 3.1.6.

1.27

“Lease Rate Index” has the meaning set forth in Section 4.3.

1.28

“Lease Term” means, subject to Section 2.4 hereof, the Initial Lease Term or the then applicable Renewal Lease Term, as appropriate.

1.29

“Lessee” has the meaning set forth in the introductory paragraph to this Master Lease Agreement.

1.30

“Lessor” has the meaning set forth in the introductory paragraph to this Master Lease Agreement.

1.31

“Lien” means any mortgage, pledge, hypothecation, right of others, claim, security interest, encumbrance, adverse claim or interest, easement , covenant, encroachment, servitude, option, lien, put or call right, right of first refusal, voting right, charge or other restrictions or limitations of any nature whatsoever.

1.32

“Location” has the meaning set forth in Section 3.1.3.

1.33

“Margin” has the meaning set forth in Section 4.3.

1.34

“Master Lease Agreement” has the meaning set forth in the introductory paragraph to this Master Lease Agreement.

1.35

“Metal” means Alloy or Pure Metal whether in the form of sponge, bar, bushings or recovery material.

1.36

“Metal Unit” means each bushing together with the attached furnace each identified by the serial numbers as set out in Schedule 4 and any subsequent bushings fabricated or re-fabricated using the Metals contained therein. Schedule 4 shall be amended to reflect the serial numbers any subsequent fabricated or refabricated bushings.

1.37

“OC” means Owens Corning, a Delaware limited liability company whose registered office is at On Owens Corning Parkway, Toledo, OH 43659.

1.38

“OC Unallocated Metal Account” means the Johnson Matthey, West Whiteland Pennsylvania unallocated metal account with account number 61754/01 in the name of Owens Corning.

1.39

“Pure Metal” means (i) rhodium meeting the standards set forth in Schedule 1 for Grade 99.90% pure rhodium and (ii) platinum meeting the standards set forth in Schedule 2 for Grade 99.95% pure platinum.

1.40

“Quantity” has the meaning set forth in Section 3.1.2.

1.41

“Renewal Lease Term” means a period of no less than one month and no more than twelve months as specified in the Lease Amendment or Renewal and commencing on the expiry of the applicable Initial Lease Term; provided, however, that no Renewal Lease Term shall extend beyond the end of the Lease Commitment Period.

1.42

“Return Location” means the Lessor’s unallocated pool account with Johnson Matthey, Valley Forge PA.

1.43

“Specified Agreements” means (i) that certain insurance policy issued by Factory Mutual Insurance Company naming DB as the sole loss payee, (ii) that certain tri-partite agreement between OC, AGY and DB dated as of October 24, 2008 and (iii) collateral access agreements that may be entered into from time to time between DB and third parties pursuant to Section 5.

1.44

“Tripartite Agreement” means that certain tripartite agreement, dated the Effective Date, among OC, AGY Holding Corp and DB.

1.45

“Unallocated Metal” means Metal forming part of the Lease Metal which is contained in an Unallocated Metal Account or the OC Unallocated Metal Account on the Closing Date or the relevant Commencement Date.

1.46

“Unallocated Metal Account” means the AGY Unallocated Metal Account, the DB Unallocated Metal Account and/or the OC Unallocated Metal Account as applicable.

2.

Object of this Master Lease Agreement

2.1

The purpose of this Master Lease Agreement is to provide the terms and conditions under which the Lessor and the Lessee will enter into Leases from time to time whereby the Lessor shall make available to the Lessee under each Lease an amount of the Lease Metal and, upon the aggregation of all outstanding Leases, the Aggregate Lease Amount. The Metal, the Quantity to be leased, Location, the Lease Term, the Commencement Date, the Lease Expiration Date, the Lease Fee and the Benchmark Value shall be as specified in a Lease in the form of Exhibit A hereto or Lease Amendment or Renewal in the form of Exhibit B hereto, in each case, executed by each of the Lessor and the Lessee. This Master Lease Agreement, each Lease and all amendments thereto shall constitute a single contract.

2.2

The Lessee will not sublease any of the Lease Metal to any third party or allow the Lease Metal to be removed from the Facilities other than in accordance with Section 5 for purposes of being refabricated into new Metal Units.

2.3

The Lessee agrees to return the same Quantity of the Lease Metal as is leased to it upon the termination of the Lease Term in accordance with Section 6.1 unless the lease is renewed in accordance with Section 2.4. In lieu of physically returning Metal, at the end of a Lease Term, the Lessee may make payment for that Metal in immediately available funds in an amount equal to the Benchmark Value of that Metal determined as of two Business Days prior to the termination of the applicable Lease Term.

2.4

Provided that no Initial Lease Term or Renewal Lease Term shall have a Lease Expiration Date later than the end of the Lease Commitment Period, the Lessee shall be entitled to request that any Lease is renewed for one (or more successive) Renewal Lease Term(s) by communicating its desire to renew by electronic transmission (the “Renewal Notice” ) to the Lessor no less than two (2) Business Days prior to the expiry of the Initial Lease Term. Upon receipt of a Renewal

Notice, the Lessor shall promptly return a communication by electronic transmission indicating its consent or refusal to renew the relevant Lease; such consent to renew shall not be unreasonably withheld. For the avoidance of doubt the occurrence of a Default shall without limitation be reasonable grounds to refuse to renew a Lease.

2.6

Notwithstanding anything to the contrary set forth in this Master Lease Agreement, the Lessor shall not be obligated to lease any Metal to the Lessee in excess of the Aggregate Lease Amount or after the end of the Lease Commitment Period.

2.7

At the Effective Date, separate Leases (in the form of Exhibit A) will be executed for a portion of the Lease Metal contained at the Facilities in the form of Metal Units and/or Unallocated Metal.

2.8

Without in anyway limiting Lessor’s rights under this Master Lease Agreement or under any Lease, in the event that the Master Lease Agreement or any Lease is subsequently recharacterized to be not a true lease but rather a capitalized lease or a secured financing, the Lessee shall hereby be deemed to have granted to Lessor a first-priority security interest in the Lease Metal leased under any Lease, whether in its possession or control and wherever located, which security interest shall attach upon delivery by Lessor of such Lease Metal to the Lessee in accordance with this Master Lease Agreement. The Lessee hereby authorizes Lessor to prepare and file UCC-1 financing statements that Lessor deems necessary in order to perfect and maintain the perfection of such security interest in the event that this Lease has been recharacterized.

2.9

Both parties acknowledge that this is a true lease in which Lessor retains absolute and unencumbered title to the Metal leased hereunder. The Lessee shall not permit any commingling of Lease Metal with material belonging to the Lessee or any third party except as provided in Section 5. Other than any interests created by the Lessee in favor of the Lessor, at no time shall the Lessee have, or have the ability to create in favor of any third party, any property or other interest in the Lease Metal or otherwise dispose of or encumber any of the Lease Metal.

3.

Details of the Lease

3.1

The Initial Lease or Leases (which shall be substantially in the form of Exhibit A) shall be executed and delivered by the Lessor and the Lessee on the Effective Date (the “Initial Leases,” each an “Initial Lease” ) and shall be effective as of the Closing Date and shall contain the following information:

3.1.1

the Metal (Metal Units and/or Unallocated Metal) subject to the Lease and the composition and quality of such Metal which shall be set out in a schedule to the Lease and such schedule shall be updated on a monthly basis;

3.1.2

the quantity of the Metal, in troy ounces (the “Quantity” );

3.1.3

the location (which must be the Facilities) where the Lessor is to be deemed to have delivered the leased Metal to the Lessee (the “Location” );

3.1.4

the date such Metal is to be deemed to be delivered to the Lessee at the Location (each such date a “Commencement Date” ), and the Commencement Date with regard to the Initial Leases shall be the Closing Date;

3.1.5

the Lease Term which shall begin on the Commencement Date and shall terminate on the date on which the Metal is to be returned to the Lessor at the Return Location (the “Lease Expiration Date” ); and

3.1.6

the Lease Rate which is the sum of the Lease Rate Index plus Margin.

3.2

Any Lease Amendment or Renewal which the Lessor consents to in accordance with Section 2.4 shall contain the information set out in Sections 3.1.1 to 3.1.6.

3.3

The lease information, modification or renewal shall be notified to the Lessee two (2) Business Days in advance of the Commencement Date.

3.4

In the event of any inconsistency between the terms of this Master Lease Agreement and the terms of any Lease or amendment thereto that has been executed by both parties, the terms of the Lease or such executed amendment shall prevail.

4.

Lease Fee

4.1

The Lease Fee for any Lease Metal, or the relevant portion of Lease Metal, will be payable monthly in arrears on the tenth day following the end of each Lease Month of the Lease and on the Termination Date (each, a “Payment Date” ). In the event that a Payment Date does not fall on a Business Day, the Lease Fee for that Lease Month shall be payable on the first Business Day preceding that Payment Date.

4.2

In the event that the period between the Commencement Date and the first Payment Date and/or the period between the penultimate Payment Date and the Termination Date is not a Lease Month, the Lease Fee shall be apportioned accordingly.

4.3

The Lessee shall pay to the Lessor on the Payment Date a monthly fee ( “Lease Fee” ) for the Lease calculated (on the basis of a 360-day year and actual days per month) by multiplying:

(i)

the Quantity of leased Metal (determined on the basis of the Pure Metal equivalent) subject to the Lease,

(ii)

the Lease Rate

(iii)

the Value of the leased Metal

5.

Delivery, Refabrication and Fabrication of Metal

5.1

The actual Quantity of Metal that shall be deemed delivered by the Lessor under the Leases on the Closing Date will be determined and computed with regard to the Consideration transferred to OC pursuant to the Tripartite Agreement and shall be deemed to be the Metal owned by Lessor that is already contained in the Metal Units at the relevant Faci