Amendment No. 6 to Amended & Restated Loan Agreement, dated March 31, 2006



 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 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
institutions 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 to
Congress Financial Corporation, in its capacity as administrative agent for Lenders (in such capacity, “Agent”). 
 W
I T N E S S E T H: 
 WHEREAS, Agent and Lenders have entered into financing
arrangements 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 the
Amended 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 to
Amended 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 as
of 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 the
Loan 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 to
agree 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 such
amendments, subject to the terms and conditions and to the extent set forth herein; 
 NOW, THEREFORE, in consideration of the premises and
covenants 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 Purchase
Agreement” 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 may
hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.” 
 (b) Interpretation. Capitalized terms
used 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 the
Accounts 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 contained
herein 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 full
force 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 any
Borrower 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 and
to 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 or
Guarantor 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, if
necessary, 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 constitute
legal, 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 of
general 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 and
correct 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 true
and 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 the
consummation 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 Borrower
or 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 the
following conditions precedent, in a manner satisfactory to Agent: 
 (a) Agent shall have received an original of this Amendment, duly
authorized, executed and delivered by Borrowers, Guarantors and the Required Lenders; 
 (b) Agent shall have received an original of the
Accounts Purchase Agreement, duly authorized, executed and delivered by the parties thereto; and 
 (c) no Default or Event of Default shall
have occurred and be continuing. 
 6. Effect of this Amendment; Entire Agreement. Except as expressly set forth herein, no other
changes 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 and
any 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 other
Financing 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 and
purposes of this Amendment. 
 8. Governing Law. The validity, interpretation and enforcement of this Amendment and any dispute
arising 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 that
would cause the application of the law of any jurisdiction other than the laws of the State of New York. 
 9. Binding Effect. This
Amendment 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 to
produce 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 a
manually executed and delivered counterpart. 
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 IN WITNESS WHEREOF, Agent, Lenders, Borrower and Guarantors have caused this Amendment to be duly
executed as of this day and year first above written. 
  

			
	BORROWERS
	
	WISE ALLOYS LLC
		
	By:	 	 /s/ Danny Mendelson

	Title:	 	
	
	WISE RECYCLING, LLC
		
	By:	 	 /s/ Danny Mendelson

	Title:	 	
	
	GUARANTORS
	
	WISE METALS GROUP LLC
		
	By:	 	 /s/ Danny Mendelson

	Title:	 	
	
	WISE ALLOYS FINANCE CORPORATION
		
	By:	 	 /s/ Danny Mendelson

	Title:	 	
	
	LISTERHILL TOTAL MAINTENANCE CENTER LLC
		
	By:	 	 /s/ Danny Mendelson

	Title:	 	
	
	WISE RECYCLING TEXAS, LLC
		
	By:	 	 /s/ Danny Mendelson

	Title:	 	


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	WISE WAREHOUSING, LLC
		
	By:	 	 /s/ Danny Mendelson

	Title:	 	
	
	WlSE RECYCLING WEST, LLC
		
	By:	 	 /s/ Danny Mendelson

	Title:	 	


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	AGENT AND LENDERS
	
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 successor by merger to Congress Financial Corporation,
 as Agent, as Collateral Agent and as
Lender

		
	By:	 	 /s/ James O’Connell

	Title:	 	Vice President
	
	BANK OF AMERICA, NA, as Lender
		
	By:	 	 /s/ Robert Anchudia

	Title:	 	Vice President
	
	PNC BANK, NATIONAL ASSOCIATION, as Lender
		
	By:	 	 /s/ Jacqueline Mackenzie

	Title:	 	VP
	
	RZB FINANCE LLC, as Lender
		
	By:	 	 /s/ Pamela E. Flynn

	Title:	 	Vice President
		
	By:	 	 /s/ Griselda Alvizo

	Title:	 	Vice President
	
	UPS CAPITAL CORPORATION, as Lender
		
	By:	 	 /s/ John P. Holloway

	Title:	 	Director of Portfolio Management
	
	THE CIT GROUP/BUSINESS CREDIT, INC., as Lender
		
	By:	 	 /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	%