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”.
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”).
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 NO. 11 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 4th, 2008 • Wise Metals Group LLC • Rolling drawing & extruding of nonferrous metals • New York
This AMENDMENT NO. 11 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of July 31, 2007, 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 from
