AMENDMENT NO. 2 TO MASTER EQUIPMENT LEASE

Exhibit 10.57

AMENDMENT NO. 2 TO MASTER EQUIPMENT LEASE

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”).

RECITALS

A. The Lessee, Lessor and Owner Participant are parties to the Master Equipment Lease dated November 13, 2006, as amended by Amendment to Master Equipment Lease dated as of April 25, 2008 (the “Amendment”) (the “Lease”).

B. The parties desire to amend the Lease as provided herein.

For valuable consideration (receipt of which is hereby acknowledged), the parties hereto agree to amend the Lease as follows:

Section 1. Definitions. Each capitalized term used herein and not otherwise defined has the meaning assigned thereto in the Lease.

Section 2. Cancellation of the Additional Equity Investment Fee. Lessee, Owner Participant and Guarantor were parties to the Fee Letter dated as of April 25, 2008 (the “Fee Letter”). Subject to the terms of the Fee Letter, Lessee agreed in the Amendment to pay, as Supplemental Rent under the Lease, an additional fee equal to 3% per annum on the unamortized portion of the Additional Equity Investment, as such term was defined in the Amendment (the “Additional Equity Investment Fee”). Lessee, Owner Participant and Guarantor agreed, pursuant to a letter dated as of April 30, 2009 (the “Additional Equity Investment Fee Termination Letter”) that the Fee Letter and Lessee’s obligation to pay the Additional Equity Investment Fee terminated as of April 30, 2009.

Section 3. Additional Equity Investment.

A. Subject to the terms and conditions hereof, the Owner Participant agrees to make a second additional equity investment in the Trust in an amount equal to $4,500,000 (the “Second Additional Equity Investment”).

B. Subject to the terms and conditions hereof, as consideration for the Lessee’s agreement to amend the Equipment Schedules as provided in Section 3 below, the Lessor will pay the Second Additional Equity Investment to the Lessee.

Amendment No. 2 to Master Equipment Lease

C. Subject to the terms and conditions hereof, as consideration for the Owner Participant’s agreement to make the Second Additional Equity Investment in the Trust, Lessee will pay the Owner Participant a fee equal to 0.25% of the Second Additional Equity Investment.

Section 4. Amendment of Equipment Schedules. Equipment Schedule No. 1, dated as of November 13, 2006, as previously amended, and Equipment Schedule No. 2, dated as of January 3, 2007, as previously amended, will be amended as provided in Exhibit A and Exhibit B hereto, respectively.

Section 5. Closing Conditions.

A. The Owner Participant’s obligation to make the Second Additional Equity Investment in the Trust and Lessor’s obligations to pay the Second Additional Equity Investment to Lessee shall be conditioned upon and subject to the receipt by Owner Participant and Lessor on or prior to the date hereof of the following, in form and substance reasonably satisfactory to Owner Participant and Lessor:

(i) a certificate of a Responsible Officer of Lessee dated as of the date hereof, certifying on behalf of Lessee that to the knowledge of such officer, after due inquiry, (a) no Default or Potential Default has occurred and is continuing under the Lease, (b) no event of default or event which with the giving of notice or the passage of time or both would become an event of default has occurred and is continuing under any material agreement, contract, lease, license, instrument or other arrangement to which the Lessee is a party, and (c) Lessor continues to have title to the equipment listed in Equipment Schedule No. 1 and Equipment Schedule No. 2 free and clear of any Liens other than Permitted Liens or, should Lessor’s interest in the equipment be determined to create a security interest in accordance with Section 27(e) of the Lease, continues to have a perfected first priority security interest in the Equipment listed in Equipment Schedule No. 1 and Equipment Schedule No. 2;

(ii) a certificate of a Responsible Officer of Guarantor, dated as of the date hereof, certifying on behalf of Guarantor that the Guaranty remains in full force and effect, that the Guarantor consents to this Amendment and that the Obligations, as defined in the Guaranty, cover all of the obligations of the Lessee under the Lease as amended by this Amendment; and

(iii) all such other documents, instruments and other actions as Owner Participant or Lessor may reasonably request in connection with the consummation of the transactions contemplated herein and consistent with the terms hereof shall be complete and reasonably satisfactory to each of Owner Participant and Lessor.

B. Lessee’s obligations to amend the Lease and the Equipment Schedules shall be conditioned upon and subject to the receipt by Lessee on or prior to the date hereof of the following in form and substance reasonably satisfactory to Lessee:

(i) funds in the aggregate amount equal to the Second Additional Equity Investment have been paid to Lessee or as Lessee shall direct in the manner provided in Section 3 of the Lease;

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Amendment No. 2 to Master Equipment Lease

(ii) execution and delivery of this Amendment by Owner Participant and Lessor and execution and delivery of the amendments to the Equipment Schedules described in Section 4 by Lessor; and

(iii) all such other documents, instruments and other actions as Lessee may reasonably request in connection with the consummation of the transactions contemplated herein and consistent with the terms hereof shall be complete and satisfactory to Lessee.

Section 6. Effective Date. The amendments and additions made by this Amendment shall be effective from and after the date first written above.

Section 7. Covenants of Lessee.

A. Appraisal. Lessee hereby covenants and agrees to provide Lessor and Owner Participant with an appraisal of the Equipment listed on Equipment Schedule No. 1 and Equipment Schedule No. 2, dated as of a recent date, not more than fourteen (14) days following the Effective Date. In the event the remaining total amount of Basic Rent under Annex B-1 of each of Equipment Schedule No. 1 and Equipment Schedule No. 2 exceeds the appraised value of the Equipment listed on Equipment Schedule No. 1 and Equipment Schedule No. 2, then Lessee hereby covenants and agrees to prepay the excess Basic Rent to Lessor within ten (10) days of receipt of such appraisal.

B. Attorneys’ Fees. Lessee hereby covenants and agrees to pay on demand any and all attorneys’ fees, expenses and costs of Owner Participant in connection with the Owner Participant’s due diligence with respect to, negotiation of and entry into this Amendment and any such fees incurred by Owner Participant in connection with the enforcement of Lessee’s obligations under this Amendment or the Lease.

Section 8. General.

A. Ratification of Lease. Except as expressly modified and superseded by this Amendment, the Lease is ratified and confirmed in all respects and shall continue in full force and effect.

B. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or email shall be as effective as delivery of a manually executed counterpart of this Amendment.

C. Successors and Assigns; Third Parties. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. No third party beneficiaries are intended in connection with this Amendment.

D. Severability. If any term or provision of this Amendment shall be deemed prohibited by or invalid under any Applicable Law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Lease, respectively.

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Amendment No. 2 to Master Equipment Lease

E. Entire Agreement. This Amendment, together with the Lease, the Equipment Schedules and the other Operative Documents, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This Amendment supersedes all prior drafts and communications with respect thereto.

F. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Alabama without regard to the conflict of laws principles thereto.

[Signatures on Following Page]

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Amendment No. 2 to Master Equipment Lease

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Master Equipment Lease to be duly executed as of the day and year first above written.

WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee
By:		/S/    XXXX X. XXXXXXX
		Name:		Xxxx X. Xxxxxxx
		Title:		Assistant Vice President
THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA
By:		/S/    XX. XXXXX X. XXXXXXX
		Name:		Xx. Xxxxx X. Xxxxxxx
		Title:		Chief Executive Officer
THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA
By:		/S/    XX. XXXXX X. XXXXXXX
		Name:		Xx. Xxxxx X. Xxxxxxx
		Title:		Chief Executive Officer
WISE ALLOYS LLC
By:		/S/    XXXX XXXXXX
		Name:		Xxxx Xxxxxx
		Title:		CFO

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Amendment No. 2 to Master Equipment Lease

Exhibit A

Amendment No. 2 to Equipment Schedule No. 1 amending Equipment Schedule No. 1 dated as of November 13, 2006, as previously amended (“Equipment Schedule No. 1”) between Wise Alloys LLC as Lessee (“Lessee”) and Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee (“Lessor”).

Equipment Schedule No. 1 is hereby amended as follows:

A. Section 3 is amended by deleting Annex B-1 attached to Equipment Schedule No. 1 and substituting in lieu thereof Annex B-1 attached hereto.

B. Section 7 is amended by deleting Annex B-2 attached to Equipment Schedule No. 1 and substituting in lieu thereof Annex B-2 attached hereto.

DATE OF EXECUTION: October 23, 2009

WISE ALLOYS LLC
By:		/S/    XXXX XXXXXX
		Name:		Xxxx Xxxxxx
		Title:		CFO
WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee
By:		/S/    XXXX X. XXXXXXX
		Name:		Xxxx X. Xxxxxxx
		Title:		Assistant Vice President

Exhibit A to

Amendment No. 2 to Master Equipment Lease

Annex B-1 to

Amendment No. 2 to

Equipment Schedule No. 1

SCHEDULE OF BASIC RENT

Rent Payment Date		% of Lessor’s Cost
10/25/2009		—
11/25/2009		1.71	%
12/25/2009		1.71	%
1/25/2010		1.71	%
2/25/2010		1.71	%
3/25/2010		1.71	%
4/25/2010		1.71	%
5/5/2010		96.11	%
		106.38	%

Annex B-1

Annex B-2 to

Amendment No. 2 to

Equipment Schedule No. 1

SCHEDULE OF STIPULATED LOSS VALUES

Rent Payment Date		Stipulated Loss Value
10/25/2009		100.00	%
11/25/2009		99.19	%
12/25/2009		98.38	%
1/25/2010		97.56	%
2/25/2010		96.73	%
3/25/2010		95.89	%
4/25/2010		95.05	%
5/5/2010		0.00	%

Annex B-2

Exhibit B

Amendment No. 2 to Equipment Schedule No. 2 amending Equipment Schedule No. 2 dated as of January 3, 2007, as previously amended (“Equipment Schedule No. 2”) between Wise Alloys LLC as Lessee (“Lessee”) and Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee (“Lessor”).

Equipment Schedule No. 2 is hereby amended as follows:

A. Section 3 is amended by deleting Annex B-1 attached to Equipment Schedule No. 2 and substituting in lieu thereof Annex B-1 attached hereto.

B. Section 7 is amended by deleting Annex B-2 attached to Equipment Schedule No. 2 and substituting in lieu thereof Annex B-2 attached hereto.

DATE OF EXECUTION: October 23, 2009

WISE ALLOYS LLC
By:		/S/    XXXX XXXXXX
		Name:		Xxxx Xxxxxx
		Title:		CFO
WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee
By:		/S/    XXXX X. XXXXXXX
		Name:		Xxxx X. Xxxxxxx
		Title:		Assistant Vice President

Exhibit B to

Amendment No. 2 to Master Equipment Lease

Annex B-1 to

Amendment No. 2 to

Equipment Schedule No. 2

SCHEDULE OF BASIC RENT

Rent Payment Date		% of Lessor’s Cost
10/25/2009		—
11/25/2009		1.71	%
12/25/2009		1.71	%
1/25/2010		1.71	%
2/25/2010		1.71	%
3/25/2010		1.71	%
4/25/2010		1.71	%
5/5/2010		96.11	%
		106.38	%

Annex B-1

Annex B-2 to

Amendment No. 2 to

Equipment Schedule No. 2

SCHEDULE OF STIPULATED LOSS VALUES

Rent Payment Date		Stipulated Loss Value
10/25/2009		100.00	%
11/25/2009		99.19	%
12/25/2009		98.38	%
1/25/2010		97.56	%
2/25/2010		96.73	%
3/25/2010		95.89	%
4/25/2010		95.05	%
5/5/2010		0.00	%

Annex B-2