Exhibit 10.35 

[Execution] 

AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENT 

This AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of March 31, 2006, is entered into by and amongWise 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 limitedliability 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 financialinstitutions from time to time parties to the Loan Agreement (as hereinafter defined) as lenders (each individually, a “Lender” and collectively, “Lenders”), and Wachovia Bank, National Association, successor by merger toCongress Financial Corporation, in its capacity as administrative agent for Lenders (in such capacity, “Agent”). 

WITNESSETH: 

WHEREAS, Agent and Lenders have entered into financingarrangements with Borrowers pursuant to which Agent and Lenders have made and provided and hereafter may make and provide, upon certain terms and conditions, loans and advances and other financial accommodations to Borrowers as set forth in theAmended and Restated Loan Agreement, dated May 5, 2004, by and among Agent, Lenders, Borrowers and Guarantors, as amended by Amendment No. 1 to Amended and Restated Loan Agreement, dated as of June 30, 2004, Amendment No. 2 toAmended and Restated Loan Agreement, dated as of November 10, 2004, Amendment No. 3 and Waiver to Amended and Restated Loan Agreement, dated as of March 21, 2005, Amendment No. 4 to Amended and Restated Loan Agreement, dated asof October 31, 2005, and Amendment No. 5 to Amended and Restated Loan Agreement, dated as of March 3, 2006 (as the same now exists and may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the“Loan Agreement”) and the other agreements, documents and instruments referred to therein or any time executed and/or delivered in connection therewith or related thereto, including this Amendment (all of the foregoing, together with theLoan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”); 

WHEREAS, Borrowers have requested that Agent and Lenders agree to make certain amendments to the Loan Agreement, and Agent and Lenders are willing toagree to such requests, subject to the terms and conditions contained herein; 

WHEREAS, the parties hereto desire to enter into this Amendment to evidence and effectuate suchamendments, subject to the terms and conditions and to the extent set forth herein; 

NOW, THEREFORE, in consideration of the premises andcovenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

1. Definitions. 

(a) Amendments to Definitions. The definition of “Accounts PurchaseAgreement” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following: 

“ ‘Accounts Purchase Agreement’ shall mean the Accounts Purchase and Sale Agreement, dated as of March 31, 2006, between Wachovia, as purchaser, and Alloys, as seller, as the same now exists or mayhereafter be amended, modified, supplemented, extended, renewed, restated or replaced.” 

(b) Interpretation. Capitalized termsused herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. 

2.Schedules to Loan Agreement. Schedule 1.27 to the Loan Agreement is hereby amended by deleting such Schedule and replacing it with the Schedule attached hereto as Schedule 1. 

3. Release of Security Interest in Certain Collateral. Effective upon the sale by Alloys of any Accounts and Related Assets pursuant to theAccounts Purchase Agreement, the security interests and liens of Collateral Agent in and on such Accounts and Related Assets shall be terminated and released automatically and without further action; provided, that, nothing containedherein or otherwise shall be deemed to be a release or termination by Collateral Agent of any security interests in and liens upon the proceeds from the sale of any such Accounts or any other assets of Borrowers, all of which shall continue in fullforce and effect. Except as specifically set forth herein, nothing contained herein shall be construed in any manner to constitute a waiver, release or termination or to otherwise limit or impair any of the obligations or indebtedness of anyBorrower or any other person or entity to Agent and Lenders, or any duties, obligations or responsibilities of Borrowers or any other person or entity to Agent and Lenders. 

4. Additional Representations, Warranties and Covenants. Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with andto Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations,warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers: 

 

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(a) This Amendment and the other Financing Agreements executed and/or delivered by any Borrower orGuarantor in connection herewith (together with this Amendment, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto and, ifnecessary, their respective members or stockholders, as the case may be, and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of Borrowers and Guarantors contained herein or therein constitutelegal, valid and binding obligations of Borrowers and Guarantors enforceable against them in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws ofgeneral applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

(b) As of the date hereof, all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements are true andcorrect in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been trueand correct as of such date. 

(c) As of the date hereof, no Default or Event of Default exists or has occurred and is continuing.

(d) Neither the execution, delivery and performance of this Amendment or any other Amendment Document in connection therewith, nor theconsummation of any of the transactions contemplated herein or therein (i) are in contravention of law or any indenture, agreement or undertaking (including the Indenture) to which any Borrower or Guarantor is a party or by which any Borroweror Guarantor or its property are bound or (ii) violates any provision of the Certificate of Incorporation, Certificate of Formation, Operating Agreement, By-Laws or other governing documents of any Borrower or Guarantor. 

5. Conditions Precedent. The provisions contained herein shall be effective as of the date hereof, but only upon the satisfaction of each of thefollowing conditions precedent, in a manner satisfactory to Agent: 

(a) Agent shall have received an original of this Amendment, dulyauthorized, executed and delivered by Borrowers, Guarantors and the Required Lenders; 

(b) Agent shall have received an original of theAccounts Purchase Agreement, duly authorized, executed and delivered by the parties thereto; and 

(c) no Default or Event of Default shallhave occurred and be continuing. 

6. Effect of this Amendment; Entire Agreement. Except as expressly set forth herein, no otherchanges or modifications to the Financing Agreements are intended or implied, and in all other respects the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof. This Amendment andany instruments or documents delivered or to be delivered in connection herewith, represent the entire agreement and 

 

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understanding concerning the subject matter hereof and thereof between the parties hereto, and supersede all other prior agreements, understandings,negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written. To the extent of conflict between the terms of this Amendment and the otherFinancing Agreements, the terms of this Amendment shall control. The Loan Agreement and this Amendment shall be read and construed as one agreement. 

7. Further Assurances. The parties hereto shall execute and deliver such additional documents and take such additional action as may be reasonably necessary or desirable to effectuate the provisions andpurposes of this Amendment. 

8. Governing Law. The validity, interpretation and enforcement of this Amendment and any disputearising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law thatwould cause the application of the law of any jurisdiction other than the laws of the State of New York. 

9. Binding Effect. ThisAmendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 

10.Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment. 

11. Counterparts. This Amendment may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment, it shall not be necessary toproduce or account for more than one counterpart thereof signed by each of the parties hereto. This Amendment may be executed and delivered by telecopier or other electronic method of transmission with the same force and effect as if it were amanually executed and delivered counterpart. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 

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IN WITNESS WHEREOF, Agent, Lenders, Borrower and Guarantors have caused this Amendment to be dulyexecuted as of this day and year first above written. 

 
BORROWERSWISE ALLOYS LLCBy: 
/s/ Danny Mendelson
Title: WISE RECYCLING, LLCBy: 
/s/ Danny Mendelson
Title: GUARANTORSWISE METALS GROUP LLCBy: 
/s/ Danny Mendelson
Title: WISE ALLOYS FINANCE CORPORATIONBy: 
/s/ Danny Mendelson
Title: LISTERHILL TOTAL MAINTENANCE CENTER LLCBy: 
/s/ Danny Mendelson
Title: WISE RECYCLING TEXAS, LLCBy: 
/s/ Danny Mendelson
Title: 
[SIGNATURES CONTINUED ON NEXT PAGE] 

[SlGNATURES CONTINUED FROM PREVIOUS PAGE] 

 
WISE WAREHOUSING, LLCBy: 
/s/ Danny Mendelson
Title: WlSE RECYCLING WEST, LLCBy: 
/s/ Danny Mendelson
Title: 
[SIGNATURES CONTINUED ON NEXT PAGE] 

[SIGNATURES CONTINUED FROM PREVIOUS PAGE] 

 
AGENT AND LENDERS
WACHOVIA BANK, NATIONAL ASSOCIATION,

successor by merger to Congress Financial Corporation,

as Agent, as Collateral Agent and asLender
By: 
/s/ James O’Connell
Title: Vice PresidentBANK OF AMERICA, NA, as LenderBy: 
/s/ Robert Anchudia
Title: Vice PresidentPNC BANK, NATIONAL ASSOCIATION, as LenderBy: 
/s/ Jacqueline Mackenzie
Title: VPRZB FINANCE LLC, as LenderBy: 
/s/ Pamela E. Flynn
Title: Vice PresidentBy: 
/s/ Griselda Alvizo
Title: Vice PresidentUPS CAPITAL CORPORATION, as LenderBy: 
/s/ John P. Holloway
Title: Director of Portfolio ManagementTHE CIT GROUP/BUSINESS CREDIT, INC., as LenderBy: 
/s/ Jack A. Myers
Title: Vice President

SCHEDULE 1 

TO 

AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENT 

SCHEDULE 1.27 

TO 

AMENDED AND RESTATED LOAN AGREEMENT 

Commitments 

 

**Lender**
  **Commitment**  **Pro Rata Share** 
Wachovia Bank, National Association
  $50,000,000  27.778%
Bank of America, N.A
  $50,000,000  27.778%
The CIT Group/Business Credit, Inc.
  $30,000,000  16.666%
PNC Bank, National Association
  $20,000,000  11.111%
UPS Capital Corporation
  $18,000,000  10%
RZB Finance LLC
  $12,000,000  6.667%
TOTAL:
  $180,000,000  100%