ACCOUNTS PURCHASE AND SALE AGREEMENT by and among WISE ALLOYS LLC as Seller and Servicer and WACHOVIA BANK, NATIONAL ASSOCIATION as Purchaser Dated: As of March 31, 2006Accounts Purchase and Sale Agreement • April 17th, 2007 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
THIS ACCOUNTS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 31, 2006, is by and among Wise Alloys LLC, a Delaware limited liability company (“Seller”), and Wachovia Bank, National Association, a national banking association (“Purchaser”).
PREFERRED MEMBERSHIP INTEREST PURCHASE AGREEMENTPreferred Membership Interest Purchase Agreement • March 4th, 2008 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • Alabama
THIS PREFERRED MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated October 4, 2007 (this “Agreement”), is by and among Wise Metals Group LLC, a Delaware limited liability company (the “Company”). The Teachers’ Retirement System of Alabama, an entity of the State of Alabama (“TRSA”), and The Employees’ Retirement System of Alabama, an entity of the State of Alabama (“ERSA”), TRSA and ERSA are sometimes referred to herein individually as an “Investor” and collectively as the “Investors”.
AMENDMENT NO. 1 TO ACCOUNTS PURCHASE AND SALE AGREEMENTAccounts Purchase and Sale Agreement • April 17th, 2007 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 1 TO ACCOUNTS PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of December 31, 2006, is by and between Wise Alloys LLC, a Delaware limited liability company (“Seller”), and Wachovia Bank, National Association, a national banking association (“Purchaser”).
AMENDMENT NO. 4 TO MASTER EQUIPMENT LEASEMaster Equipment Lease • March 31st, 2010 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • Alabama
AMENDMENT NO. 4 TO MASTER EQUIPMENT LEASE, dated as of March , 2010 (this “Amendment”), among Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity, but solely as Owner Trustee (“Lessor”); The Employees’ Retirement System of Alabama and The Teachers’ Retirement System of Alabama (collectively, the “Owner Participant”); and Wise Alloys LLC, a Delaware limited liability company (“Lessee”).
EXTENSION AND ASSIGNMENT AGREEMENTExtension and Assignment Agreement • March 31st, 2006 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals
This Extension and Assignment Agreement (“Agreement”) is entered into as of January 21, 2005, by and among TOMRA of North America Finance Corporation (“TNAFC”), a Delaware corporation with an address of P.O. Drawer 1034, Monticello, NY 12701, as lender and assignor, Wise Recycling West, LLC (“Wise”), a Delaware limited liability company with an address of International Tower, Suite 600, 857 Elkridge Landing Road, Lithicum, Maryland 21090, as borrower, and GAB Holding LLC (“GAB”), a Delaware limited liability company with an address of 198 Bridgeville Road, Monticello, NY 12701, as assignee of, and successor to, the interest of TNAFC as lender. TNAFC, Wise and GAB (sometimes, collectively, the “Parties”) agree as set forth below:
AMENDMENT NO. 13 AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 7th, 2008 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 13 AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of April 25, 2008, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WISE METALS GROUP LLCLimited Liability Company Agreement • May 29th, 2009 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • Delaware
THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) OF WISE METALS GROUP LLC, a Delaware limited liability company (the “Company”) is dated as of December 17, 2008, by and among Silver Knot, LLC, a Delaware limited liability company (“Silver Knot”); the Employees’ Retirement System of Alabama (the “ERSA”) and the Teachers’ Retirement System of Alabama (the “TRSA” and together with the ERSA, collectively, the “RSA”), each other person identified as a “Member”, a “Preferred Member” or an “Economic Interest Holder” on Exhibit A to the LLC Agreement (defined below) (such persons and each other holder from time to time of a Membership Interest in the Company, including any Substitute Member, together with the RSA and Silver Knot, collectively the “Members” and each individually as a “Member”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth for such terms in the LLC Agreement (defined below).
AMENDMENT NO. 18 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 31st, 2010 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 18 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of March 10, 2010, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the lenders fro
AMENDMENT NO. 8 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 15th, 2006 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 8 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of June 12, 2006, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), and Wachovia Bank
AMENDMENT NO. 15 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 29th, 2009 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENT NO. 12 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 7th, 2008 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 12 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of February 25, 2008, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the lenders
AMENDMENT NO. 3 TO MASTER EQUIPMENT LEASEMaster Equipment Lease • November 16th, 2009 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • Alabama
AMENDMENT NO. 3 TO MASTER EQUIPMENT LEASE, dated as of November 12, 2009 (this “Amendment”), among Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (“Lessor”), The Employees’ Retirement System of Alabama and The Teachers’ Retirement System of Alabama (collectively, the “Owner Participant”), and Wise Alloys LLC, a Delaware limited liability company (“Lessee”).
April 25, 2008Fee Letter • May 7th, 2008 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals
The purpose of this letter agreement is to document the manner in which additional compensation will be paid to the RSA for its agreement to participate in the Loan Agreement. Such additional compensation is intended to give the RSA an 8.5% return on the average outstanding balance of its Loans under the Loan Agreement. The return will be generated by (1) interest paid to the RSA under the Loan Agreement, (2) an unused line fee provided for all lenders under the Loan Agreement, (3) the Additional Equity Investment Fee (as such term is defined in Amendment to Master Lease Agreement dated as of April 25, 2008 (the “Lease Amendment”) among RSA, Wise Alloys LLC (“Lessee”) and Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee (“Lessor”)) payable by Lessee pursuant to
ALLONGE TO REAL ESTATE MORTGAGE NOTEAllonge to Real Estate Mortgage Note • March 31st, 2006 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals
This Allonge to Real Estate Mortgage Note (“Allonge”) is attached to, and made a part of that certain Promissory Note dated December 5, 2002, in the principal amount of Seven Hundred Twenty Thousand and 00/100 Dollars ($720,000.00) made by Wise Recycling West, LLC (“Wise”) to the order of TOMRA of North America Finance Corporation (“TNAFC”), as extended and supplemented by that certain Extension and Assignment Agreement dated January 21, 2005 (“Extension and Assignment Agreement”) by and among TNAFC, Wise, and GAB Holding LLC (“GAB”), a Delaware limited liability company. This Allonge is made subject to and in accordance with the terms of that certain aforesaid Extension and Assignment Agreement.
AMENDMENT NO. 10 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 17th, 2007 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 10 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of December 31, 2006, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the lenders
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2008 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • Alabama
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 2007, by and between WISE METALS GROUP LLC, a Delaware limited liability company (the “Company”), THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA (“TRSA”), and THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA (“ERSA” and, together with TRSA, the “Investors”).
AMENDMENT NO. 9 AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 15th, 2006 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 9 AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of August 4, 2006, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the l
AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 14th, 2005 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of October 31, 2005, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the financial
AMENDMENT TO DEED OF TRUST AND ASSIGNMENT OF DEED OF TRUSTDeed of Trust Amendment • March 31st, 2005 • Wise Metals Group LLC • Primary production of aluminum
THIS AMENDMENT TO DEED OF TRUST AND ASSIGNMENT OF DEED OF TRUST (this “Amendment”) is made as of the 10th day of January, 2005, by Wise Recycling West, LLC, a Delaware limited liability company (“Grantor”) to the Adams County Public Trustee (“Public Trustee”) for the benefit of TOMRA of North America Finance Corporation (“Original Lender”) and GAB Holding LLC (“New Lender”).
AMENDMENT TO DEED OF TRUST AND ASSIGNMENT OF DEED OF TRUSTAmendment to Deed of Trust • March 31st, 2006 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals
THIS AMENDMENT TO DEED OF TRUST AND ASSIGNMENT OF DEED OF TRUST (this “Amendment”) is made as of the 10th day of January, 2005, by Wise Recycling West, LLC, a Delaware limited liability company (“Grantor”) to the Adams County Public Trustee (“Public Trustee”) for the benefit of TOMRA of North America Finance Corporation (“Original Lender”) and GAB Holding LLC (“New Lender”).
AMENDMENT NO. 17 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 31st, 2010 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 17 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of February [ ], 2010, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the lenders
INTERNATIONAL TOWER BUILDING, SUITE 600, 857 ELKRIDGE LANDING ROAD, LINTHICUM, MD 21090Supply Agreement • September 16th, 2009 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals
Wise Metals Group has completed a multi-year agreement to supply Anheuser-Busch InBev (A-BI) beginning in 2010. “This agreement is a significant addition to the can sheet business at our Wise Alloys rolling mill in Muscle Shoals, Alabama and is a testament to the quality and reliability achievements of the entire Wise team,” according to David D’Addario, Chairman and CEO of Wise Metals Group.
AMENDMENT NO. 7 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 17th, 2007 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 7 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of April 28, 2006, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the financial in
AMENDMENT NO. 14 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 29th, 2009 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 14 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of October 8, 2008, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the lenders fr
AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 17th, 2007 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of March 31, 2006, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the financial in
AMENDMENT NO. 3 AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 17th, 2007 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 3 AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of March 21, 2005, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Barrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the f
ALLONGE TO REAL ESTATE MORTGAGE NOTEAllonge to Real Estate Mortgage Note • March 31st, 2005 • Wise Metals Group LLC • Primary production of aluminum
This Allonge to Real Estate Mortgage Note (“Allonge”) is attached to, and made a part of that certain Promissory Note dated December 5, 2002, in the principal amount of Seven Hundred Twenty Thousand and 00/100 Dollars ($720,000.00) made by Wise Recycling West, LLC (“Wise”) to the order of TOMRA of North America Finance Corporation (“TNAFC”), as extended and supplemented by that certain Extension and Assignment Agreement dated January 21, 2005 (“Extension and Assignment Agreement”) by and among TNAFC, Wise, and GAB Holding LLC (“GAB”), a Delaware limited liability company. This Allonge is made subject to and in accordance with the terms of that certain aforesaid Extension and Assignment Agreement.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WISE METALS GROUP LLC A Delaware Limited Liability Company dated as of October 5, 2007Limited Liability Company Agreement • March 4th, 2008 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as may from time to time be amended, modified or restated, this “Agreement” ) of Wise Metals Group LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 5th day of October, 2007 by and among Silver Knot, LLC, a Delaware limited liability company (“Silver Knot”); each person identified as a “Member” on Exhibit A attached hereto (such person and each other holder from time to time of a Membership Interest in the Company, including any Substitute Member, shall be referred to herein collectively as the “Members” and each individually as a “Member”); each other individual identified as an “Economic Interest Holder” on Exhibit A attached hereto (the “Economic Interest Holders”); and the Employees’ Retirement System of Alabama and the Teachers’ Retirement System of Alabama (collectively, the “RSA”), as the holders of the Series I Preferred Interests whose names are set forth on Exhibit A her
AMENDMENT TO MASTER EQUIPMENT LEASEMaster Equipment Lease • May 7th, 2008 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • Alabama
AMENDMENT TO MASTER EQUIPMENT LEASE, dated as of April 25, 2008 (this “Amendment”), among Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (“Lessor”), The Employees’ Retirement System of Alabama and The Teachers’ Retirement System of Alabama (collectively, the “Owner Participant”), and Wise Alloys LLC, a Delaware limited liability company (“Lessee”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • May 15th, 2006 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • Alabama
This SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between Randall R. Powers (“Powers”) and Wise Metals Group, LLC, including Wise Alloys, LLC and all of its affiliated companies (“Wise” or the “Company”), and to and for the benefit of the respective shareholders, directors, members, managers, officers, successors, subsidiaries, employees, supervisors, advisors, attorneys, affiliates, and other agents of Wise (hereafter collectively referred to as “Releasees”). In consideration of the premises, promises and other items contained herein, the receipt and sufficiency of which are hereby acknowledged, Powers and Wise agree as follows:
EXTENSION AND ASSIGNMENT AGREEMENTExtension and Assignment Agreement • March 31st, 2005 • Wise Metals Group LLC • Primary production of aluminum
This Extension and Assignment Agreement (“Agreement”) is entered into as of January 21, 2005, by and among TOMRA of North America Finance Corporation (“TNAFC”), a Delaware corporation with an address of P.O. Drawer 1034, Monticello, NY 12701, as lender and assignor, Wise Recycling West, LLC (“Wise”), a Delaware limited liability company with an address of International Tower, Suite 600, 857 Elkridge Landing Road, Lithicum, Maryland 21090, as borrower, and GAB Holding LLC (“GAB”), a Delaware limited liability company with an address of 198 Bridgeville Road, Monticello, NY 12701, as assignee of, and successor to, the interest of TNAFC as lender. TNAFC, Wise and GAB (sometimes, collectively, the “Parties”) agree as set forth below:
AMENDMENT NO. 16 AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 29th, 2009 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 16 AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of April 30, 2009, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the
AMENDMENT NO. 2 TO MASTER EQUIPMENT LEASEMaster Equipment Lease • November 16th, 2009 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • Alabama
AMENDMENT NO. 2 TO MASTER EQUIPMENT LEASE, dated as of October 23, 2009 (this “Amendment”), among Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (“Lessor”), The Employees’ Retirement System of Alabama and The Teachers’ Retirement System of Alabama (collectively, the “Owner Participant”), and Wise Alloys LLC, a Delaware limited liability company (“Lessee”).
MASTER EQUIPMENT LEASE Among WISE ALLOYS LLCMaster Equipment Lease • April 17th, 2007 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals
THIS MASTER EQUIPMENT LEASE is made as of the 9th day of November, 2006, by and among THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA and THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA (collectively, the “Owner Participant”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, except as expressly stated herein, but solely as owner trustee (“Owner Trustee” and in its role as lessor hereunder “Lessor”), and WISE ALLOYS LLC, a Delaware limited liability company (“Lessee”). Unless otherwise defined herein, capitalized terms shall have the meaning assigned to such term in Exhibit B hereto.
AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 31st, 2006 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of March 3, 2006, is entered into by and among Wise Alloys LLC, a Delaware limited liability company (“Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling” and together with Alloys, each individually a “Borrower” and collectively, “Borrowers”), Wise Metals Group LLC, a Delaware limited liability company (“Group”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance”), Listerhill Total Maintenance Center LLC, a Delaware limited liability company (“Listerhill”), Wise Warehousing, LLC, a Delaware limited liability company (“Warehousing”), Wise Recycling Texas, LLC, a Delaware limited liability company (“Recycling Texas”), Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West” and together with Group, Finance, Listerhill, Warehousing and Recycling Texas, each individually a “Guarantor” and collectively, “Guarantors”), the financial ins
