Exhibit 10.4
Consent, Assignment and Assumption Agreement (Wise Metals Co., Inc.)
CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT
Reference is made to the letter agreement dated October 28, 1998
between Xxxxxxxx Metals Company ("Xxxxxxxx") and Avalon-Xxxxxx Companies, Inc.
(Avalon-Xxxxxx"), as amended by the letter agreements between Xxxxxxxx and
Avalon-Xxxxxx dated November 2, 1998 and November 5, 1998 (as amended, the
"Letter of Intent").
Avalon-Xxxxxx, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, does hereby assign and transfer to
Wise Alloys LLC effective as of the date hereof all of Avalon-Bordan's right,
title and interest in and to the Letter of Intent, provided that Avalon-Xxxxxx
shall remain bound by paragraphs 16, 17, 18, 21 and 22 of the Letter of Intent
notwithstanding such assignment and transfer.
Wise Alloys LLC for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, does hereby assume and agree to
discharge and perform when due, Avalon-Bordan's obligations under the Letter of
Intent.
Wise Metals Co., Inc. for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, does hereby agree to guarantee
the obligations of Wise Alloys LLC under the Letter of Intent.
Xxxxxxxx hereby consents to the assignment, assumption and guaranty
referred to in the preceding three paragraphs.
IN WITNESS WHEREOF, each of Avalon-Xxxxxx, Wise Alloys LLC, Wise Metals
Co., Inc. and Xxxxxxxx has caused this Consent, Assignment and Assumption
Agreement to be duly executed on its behalf as of December 9, 1988.
AVALON-XXXXXX COMPANIES, INC. WISE ALLOYS LLC.
By: /s/ XXXXXXX X. XXXXXXXX By: /s/ XXXXXX X. XXXX
------------------------ ----------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxx
President Executive Vice President
WISE METALS CO., INC. XXXXXXXX METALS COMPANY
By: /s/ XXXXXX X. XXXX By: /s/ XXXX X. XXXXXX
------------------------ -----------------------------
Xxxxxx X. Xxxx Xxxx X. Xxxxxx
Executive Vice President Vice President
