Amendment No. 8 dated June 12, 2006 to Amended and Restated Loan Agreement



 Exhibit 10.30 
 [Execution]  
 AMENDMENT NO. 8 TO AMENDED AND RESTATED LOAN AGREEMENT 
 This AMENDMENT NO. 8 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of June 12, 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”), and Wachovia
Bank, National Association, successor by merger to Congress Financial Corporation, in its capacity as administrative agent (in such capacity, “Agent”) for Lenders (as hereinafter defined). 
 W I T N E S S E T H: 
 WHEREAS, Agent and the financial institutions from time to time parties to the Loan Agreement (as hereinafter defined) as lenders (each individually, a
“Lender” and collectively, “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, Amendment No. 5 to Amended and Restated Loan Agreement, dated as of March 3, 2006, Amendment No. 6 to Amended and
Restated Loan Agreement, dated as of March 31, 2006, and Amendment No. 7 to Amended and Restated Loan Agreement, dated as of April 28, 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, in accordance with Section 2.5 of the Loan Agreement, Administrative Borrower has delivered a written request to Agent to
increase the Maximum Credit from $180,000,000 to $200,000,000, and Agent has notified each of the Lenders of such request; 







 WHEREAS, Agent has received a new Commitment from an Eligible Transferee in the amount of $20,000,000 in
connection with such increase in the Maximum Credit; 
 WHEREAS, Section 2.5 of the Loan Agreement provides that, as of the effective
date of such increase in the Maximum Credit, (a) each reference to the “Maximum Credit” shall be deemed to have been amended to mean the amount of the Maximum Credit specified in the most recent notice from Agent to Administrative
Borrower of the increase in the Maximum Credit and (b) Schedule 1.27 of the Loan Agreement shall be deemed to have been amended to reflect the Commitments and Pro Rata Shares of each Lender and each Eligible Transferee providing a new
Commitment after giving effect to such increase in the Maximum Credit; and 
 WHEREAS, Borrowers, Guarantors and Agent desire to enter into
this Amendment to memorialize the modifications that have been deemed to have been made to the Loan Agreement in accordance with Section 2.5 of the Loan Agreement; 
 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) Amendment to Definition of Maximum Credit. The definition of “Maximum Credit” in Section 1.84 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

 “1.84 ‘Maximum Credit’ shall mean the amount of $200,000,000.” 
 (b) Interpretation. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in
the Loan Agreement. 
 2. Permitted Indebtedness and Liens under Indenture. Section 9.21 of the Loan Agreement is hereby amended
by deleting each reference to “$80,000,000” and replacing it with the following: 
 “the sum of (i) the
greater of (A) $75,000,000 and (B) Eligible Working Capital (as defined in the Indenture) and (ii) $5,000,000”. 
 3.
Schedules to Loan Agreement. Schedule 1.27 to the Loan Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with the Schedule attached hereto as Schedule 1. 
 4. Maximum Credit Increase Fee. In addition to all other fees, charges, interest and expenses payable by Borrowers to Agent and Lenders under the
Loan Agreement and the other Financing Agreements, Borrowers shall pay to Agent, for the account of the Eligible Transferee providing a new Commitment on the date hereof in accordance with Section 2.5 of the Loan Agreement, a Maximum Credit
increase fee in the amount of $75,000, which fee shall be fully earned and payable on the effective date of this Amendment and may be charged by Agent directly to any loan account of Borrowers maintained with Agent. 
  

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 5. 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: 
 (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) 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. 
 (d) After giving effect to the increase in the Commitments and the Maximum Credit provided for herein, the Indebtedness under
the Loan Agreement constitutes “Permitted Indebtedness” under (and as defined in) the Indenture. 
 (e) As of the date hereof, no
Default or Event of Default exists or has occurred and is continuing. 
  

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 6. 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 and Guarantors; 
 (b) Agent shall have
received, in form and substance satisfactory to Agent, an opinion letter of counsel to Borrowers and Guarantors with respect to this Amendment and such other matters as Agent may request (including, without limitation, an opinion as to no conflicts
with other Indebtedness); 
 (c) Agent shall have received, in form and substance satisfactory to Agent, a certificate of the Chief Financial
Officer of Administrative Borrower certifying, among other things, that: (A) after giving effect to the increase in the Maximum Credit, the Indebtedness under the Loan Agreement shall continue to be “Permitted Indebtedness” for all
purposes under the Indenture, and (B) after giving effect to any such increase in the Maximum Credit, the performance of the terms and conditions of the Loan Agreement and the other Financing Agreements and the incurrence of Obligations by
Borrowers and Guarantors thereunder (1) are within each Borrower’s and Guarantor’s corporate or limited liability company powers, (2) have been duly authorized by each Borrower and Guarantor, (3) are not in contravention of
law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, by laws, operating agreement or other organizational documentation, or any indenture (including the Indenture), agreement or
undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (4) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien,
security interest, charge or other encumbrance upon any property of any Borrower or Guarantor, other than the liens in favor of Agent; 
 (d)
all representations and warranties contained herein, in the Loan Agreement and in the other Financing Agreements shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on
and as of the date hereof and after giving effect hereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate
on and as of such earlier date); 
 (e) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no
action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of
the Loans or providing the Letter of Credit Accommodations, or (B) the consummation of the transactions contemplated pursuant to the terms of this Amendment, the Loan Agreement or the other Financing Agreements or (ii) has or has a reasonable
likelihood of having a Material Adverse Effect; 
 (f) Agent shall have received, in form and substance satisfactory to Agent, an Assignment
and Acceptance between Wachovia Bank, National Association (“Wachovia”) and 
  

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 an Eligible Transferee, pursuant to which Wachovia assigns $20,000,000 of its Commitment to such Eligible Transferee,
duly executed and delivered by Wachovia and such Eligible Transferee; and 
 (g) no Default or Event of Default shall exist or shall have
occurred and be continuing. 
 7. 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 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. 
 8. 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. 
 9. 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. 
 10. 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. 
 11.
Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment. 
 12. 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, Borrowers and Guarantors have caused this Amendment to be duly executed as of
the day and year first above written. 
  

			
	AGENT	 	
	
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 successor by merger to Congress Financial Corporation,
 as Agent

		
	By:	 	 



	
	Title: Vice President
	
	BORROWERS
	
	WISE ALLOYS LLC
		
	By:	 	  

		
	Title:	 	  

	
	WISE RECYCLING, LLC
		
	By:	 	  

		
	Title:	 	  

	
	GUARANTORS
	
	WISE METALS GROUP LLC
		
	By:	 	  

		
	Title:	 	  

	
	WISE ALLOYS FINANCE CORPORATION
		
	By:	 	  

		
	Title:	 	  



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 IN WITNESS WHEREOF, Agent, Borrowers and Guarantors have caused this Amendment to be duly executed as of
the day and year first above written. 
  

			
	AGENT	 	
	
	WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to Congress Financial Corporation, as Agent
		
	By:	 	  

		
	Title:	 	  

	
	BORROWERS
	
	WISE ALLOYS LLC
		
	By:	 	 



		
	Title:	 	Assistant Secretary
	
	WISE RECYCLING, LLC
		
	By:	 	 



		
	Title:	 	Assistant Secretary
	
	GUARANTORS
	
	WISE METALS GROUP LLC
		
	By:	 	 



		
	Title:	 	Treasurer
	
	WISE ALLOYS FINANCE CORPORATION
		
	By:	 	 



		
	Title:	 	Treasurer


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	LISTERHILL TOTAL MAINTENANCE CENTER LLC
		
	By:	 	 



		
	Title:	 	Assistant Secretary
	
	WISE RECYCLING TEXAS, LLC
		
	By:	 	 



		
	Title:	 	Assistant Secretary
	
	WISE WAREHOUSING, LLC
		
	By:	 	 



		
	Title:	 	Assistant Secretary
	
	WISE RECYCLING WEST, LLC
		
	By:	 	 



		
	Title:	 	Assistant Secretary









 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	  	25	%
	 Bank of America, N.A
	  	$	50,000,000	  	25	%
	 The CIT Group/Business Credit, Inc.
	  	$	30,000,000	  	15	%
	 Burdale Financial Limited
	  	$	20,000,000	  	10	%
	 PNC Bank, National Association
	  	$	20,000,000	  	10	%
	 UPS Capital Corporation
	  	$	18,000,000	  	9	%
	 RZB Finance LLC
	  	$	12,000,000	  	6	%
		  	 	 	  	 	 
	 TOTAL:
	  	$	200,000,000	  	100	%