REGISTRATION RIGHTS AGREEMENT Dated as of May 5, 2004 Among WISE METALS GROUP LLC WISE ALLOYS FINANCE CORPORATION and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK SECURITIES INC., and WACHOVIA CAPITAL MARKETS, LLC as Initial Purchasers 10...Registration Rights Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • New York
This Agreement is entered into in connection with the Purchase Agreement by and among the Company, Finance, the Guarantors and the Initial Purchasers, dated as of April 30, 2004 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company and Finance to the Initial Purchasers of $150,000,000 aggregate principal amount of their 10 ¼% Senior Secured Notes due 2012 (the “Notes”) guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are collectively referenced to herein as the “Securities”. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Securities under the Purchase Agreement.
ACCOUNTS PURCHASE AND SALE AGREEMENTAccounts Purchase and Sale Agreement • September 29th, 2004 • Listerhill Total Maintenance Center LLC • Primary production of aluminum • New York
THIS ACCOUNTS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 30, 2004, is by and among Wise Alloys LLC, a Delaware limited liability company (“Seller”), and Congress Financial Corporation, a Delaware corporation (“Purchaser”).
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTTrademark Collateral Assignment and Security Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • New York
THIS TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated May 5, 2004, is by and between WISE ALLOYS LLC, a Delaware limited liability company (“Debtor”), with its chief executive office at International Tower Building, 857 Elkridge Landing Road, Suite 600, Linthicum, Maryland 21090, and The Bank of New York, a New York banking corporation, in its capacity as trustee (the “Trustee”) pursuant to the indenture (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Indenture”), dated as of the date hereof by and among Wise Metals Group LLC, a Delaware limited liability company (the “Company”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance Corp.”), the guarantors party thereto and the Trustee, acting for and on behalf of the holders (the “Noteholders”) of the Notes described below (in such capacity, “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2004 • Listerhill Total Maintenance Center LLC • Primary production of aluminum • Delaware
This Employment Agreement (“Agreement”), dated as of July 1, 2004 is made by and between Wise Metals Group, LLC, a Delaware limited liability company, having an office at 857 Elkridge Landing Road, Suite 600, Linthicum, MD 21090 (the “Corporation”), and Randall R. Powers (“Executive”). The Corporation and Executive are referred to jointly below as the “Parties.”
ENVIRONMENTAL COOPERATION AGREEMENTEnvironmental Cooperation Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Alabama
COLLATERAL ASSIGNMENT OF ACQUISITION AGREEMENTSListerhill Total Maintenance Center LLC • July 23rd, 2004 • New York
THIS COLLATERAL ASSIGNMENT OF ACQUISITION AGREEMENTS (“Assignment”), dated as of May 5, 2004, is by WISE ALLOYS LLC, a Delaware limited liability company (“Assignor”), with its chief executive office at 857 Elkridge Landing Road, Suite 600, Linthicum, Maryland 21090, in favor of The Bank of New York, a New York banking corporation, in its capacity as trustee (the “Trustee”) pursuant to the indenture (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Indenture”), dated as of the date hereof by and among Wise Metals Group LLC, a Delaware limited liability company (the “Company”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance Corp.”), the guarantors party thereto and the Trustee, acting for and on behalf of the holders (the “Noteholders”) of the Notes described below (in such capacity, “Assignee”).
MORTGAGEMortgage • July 23rd, 2004 • Listerhill Total Maintenance Center LLC
WISE RECYCLING WEST, LLC, for consideration paid, grant, to TOMBRA of North America Finance Corporation whose address is 480 Lordship Boulevard, Stratford, Connecticut, 06615 the following described real estate at 4300 Ellison N.E., Albequerque, Bernalillo County, New Mexico, as more particularly described in Exhibit “A” attached.
LISTERHILL TOTAL MAINTENANCE CENTER LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 1, 2003Limited Liability Company Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Listerhill Total Maintenance Center LLC (the “Company”) is made and entered into as of October 1, 2003 by and between the Company and Wise Metals Group LLC, a Delaware limited liability company (“Wise”), as the sole member of the Company, pursuant to the provisions of the Delaware Limited Liability Company Act (the “Delaware Act”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • New York
THIS INTERCREDITOR AGREEMENT (“Intercreditor Agreement”) dated as of May 5, 2004 is by and between CONGRESS FINANCIAL CORPORATION, a Delaware corporation, in its capacity as administrative and collateral agent (in such capacity, “Agent” as hereinafter further defined) pursuant to the Revolving Loan Agreement (as hereinafter defined) acting for and on behalf of the Lenders (as hereinafter defined), and THE BANK OF NEW YORK, a New York banking corporation, in its capacity as trustee (in such capacity, “Trustee” as hereinafter further defined) pursuant to the Indenture (as hereinafter defined) acting for and on behalf of the Noteholders (as hereinafter defined). Agent, Trustee and each other Person that from time to time becomes a party hereto pursuant to Section 3.3 are sometimes individually referred to herein as a “Creditor” and collectively as “Creditors”.
PURCHASE AGREEMENTPurchase Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Delaware
PURCHASE AGREEMENT (the “Agreement”) dated as of October 31, 2003, and effective as of June 30, 2003 (the “Effective Date”) by and among David D’Addario (“D’Addario”) and John Cameron (“Cameron”) (D’Addario and Cameron collectively “Sellers”) and Wise Recycling LLC, a Maryland limited liability company (“Buyer”).
FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING BY WISE ALLOYS LLC, a Delaware limited liability company Mortgagor, TO THE BANK OF NEW YORK, as Trustee, Mortgagee Securing Aggregate Principal...Security Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC
FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Mortgage”), dated as of May 5, 2004, made by WISE ALLOYS LLC, a Delaware limited liability company, having an office at International Tower Building, 857 Elkridge Road, Suite 600, Linthicum, Maryland 21090, as mortgagor, assignor and debtor (in such capacities and together with any successors in such capacities, the “Mortgagor”), in favor of THE BANK OF NEW YORK, a New York banking corporation having an office at 101 Barclay Street, Floor 8W, New York, New York 10286, in its capacity as Trustee pursuant to the Indenture (as hereinafter defined), as mortgagee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Mortgagee”).
LIMITED LIABILITY COMPANY AGREEMENT OF WISE RECYCLING TEXAS, LLCLimited Liability Company Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Delaware
This Limited Liability Company Agreement (this “Agreement’) of Wise Recycling Texas, LLC (the “Company”) is made effective as of June 4, 2002, by Wise Recycling, ‘LLC, a Maryland limited liability company (the “Sole Member”).
LEASE AGREEMENT (Locomotive Shed and Maintenance Building)Lease Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Alabama
GROUND LEASE AGREEMENT (Southern Reclamation Plant)Ground Lease Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Alabama
WISE METALS GROUP LLC WISE ALLOYS FINANCE CORPORATION, as Issuers ANY GUARANTORS PARTY HERETO, as Guarantors 10.25% Senior Secured Notes due 2012Indenture • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • New York
INDENTURE dated as of May 5, 2004 among Wise Metals Group LLC, a Delaware limited liability company (the “Company”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance Corp.” and together with the Company, the “Issuers”), the Guarantors (as defined herein), if any, and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
Wise Metals Group LLC Wise Alloys Finance CorporationPurchase Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • New York
Wise Metals Group LLC, a Delaware limited liability company (the “Company”) and Wise Alloys Finance Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“Finance Corp.”, and, together with the Company, the “Issuers”), hereby confirm their agreement with you (the “Initial Purchasers”), as set forth below.
INVESTMENT PROPERTY PLEDGE AND SECURITY AGREEMENTInvestment Property Pledge and Security Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • New York
THIS INVESTMENT PROPERTY PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”), dated May 5, 2004, is by WISE ALLOYS LLC, a Delaware limited liability company (“Pledgor”), in favor of The Bank of New York, a New York banking corporation, in its capacity as trustee (the “Trustee”) pursuant to the indenture (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Indenture”), dated as of the date hereof by and among Wise Metals Group LLC, a Delaware limited liability company (the “Company”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance Corp.”), the guarantors party thereto and the Trustee, acting for and on behalf of the holders (the “Noteholders”) of the Notes described below (in such capacity, “Pledgee”).
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Virginia
This TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) dated as of the Second Closing Date, is made among REYNOLDS METALS COMPANY, a Delaware corporation (“Reynolds”), SOUTHERN RECLAMATION COMPANY, INC., an Alabama corporation (“Southern”), REYNOLDS ALUMINUM PARTNERS, a Virginia general partnership (“RAP”, and together with Reynolds and Southern, “Seller”), and WISE ALLOYS LLC, a Delaware limited liability company (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Maryland
This Employment Agreement (“Agreement”) is entered into as of this 1st day of April, 1999, by and between Wise Metals Group LLC (“Wise Metals” or the “Company”), a Delaware limited liability company, with its principal office at 857 Elkridge Landing Road, Linthicum, Maryland 21090, and John J. Cameron (“Employee”), whose residence is at 10 East Lee Street, Apt. 2301, Baltimore, Maryland 21202.
WISE ALLOYS CONFIDENTIAL DATE: April 22, 2004 TO: RICH NUNN, ED VESEY - CROWN CORK & SEAL USA, Inc. COPY: Danny Mendelson, Sam Glasscock FROM: Don Farrington SUBJECT: SUPPLY AGREEMENT 2004-2008 BEVERAGE NORTH AMERICAListerhill Total Maintenance Center LLC • September 29th, 2004 • Primary production of aluminum • Pennsylvania
This document is an outline summary of the key elements in the Supply Agreement between Wise Alloys, LLC (“WISE”) and Crown Cork & Seal USA, Inc. (“Crown”) - Beverage North America for calendar years 2004 through 2008.
LIMITED LIABILITY COMPANY AGREEMENT OF WISE ALLOYS LLCLimited Liability Company Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Wise Alloys LLC (the “Company”) is entered into by Wise Metals Co., Inc., a Maryland corporation (the “Member”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WISE METALS GROUP LLC A Delaware Limited Liability Company dated as of May 25, 2004Limited Liability Company Agreement • September 29th, 2004 • Listerhill Total Maintenance Center LLC • Primary production of aluminum • 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 20th day of September, 2004 by and among Silver Knot, LLC, a Delaware limited liability company (“Silver Knot”); Messrs. John Cameron, George Stoe, Robert David Danny Mendelson, and YR Holdings Family Limited Partnership, a Maryland limited partnership (“YR”), and (such person, and each other person identified as a “Member” on Exhibit A attached hereto, 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”); and Messrs. John Cameron, George Stoe, Robert David, Greg Wittbecker, Danny Mendelson and Tristan Kuo as Economic Interest Holders (as hereinafter defined) in the Company (togethe
GENERAL SECURITY AGREEMENTGeneral Security Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • New York
This General Security Agreement (“Agreement”), dated as of May 5, 2004, is by Wise Metals Group LLC, a Delaware limited liability company (the “Company”), Wise Alloys Finance Corporation, a Delaware corporation (“Finance Corp.”, and together with the Company, the “Issuers”), Wise Alloys LLC, a Delaware limited liability company ( “Wise Alloys”), Wise Recycling, LLC, a Maryland limited liability company (“Recycling”), 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”) and Wise Recycling West, LLC, a Delaware limited liability company (“Recycling West”, and together with the Issuers, Wise Alloys, Recycling, Listerhill, Warehousing, Recycling Texas, Recycling West and each Subsidiary that becomes a party hereto pursuant to Section 7 of this Agreement, individually, each a “Debtor”, and co
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • September 29th, 2004 • Listerhill Total Maintenance Center LLC • Primary production of aluminum • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of June 30, 2004, 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”), and 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
GROUND LEASE AGREEMENT (Drinking Water Plant)Ground Lease Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Alabama
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WISE RECYCLING WEST, LLCLimited Liability Company Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Wise Recycling West, LLC (the “Company”) is made this 31st day of October, 2003, effective as of June 30, 2003 (the “Effective Date”), by and between Wise Recycling, LLC, a Maryland limited liability company (“Member”) and the Company.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • New York
THIS PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”), dated May 5, 2004, is by Wise Metals Group LLC, a Delaware limited liability company (the “Company”), Wise Alloys LLC, a Delaware limited liability company ( “Wise Alloys”), Wise Recycling LLC, a Maryland limited liability company (“Trading”, and together with the Company, Wise Alloys and each Subsidiary that becomes a party hereto pursuant to Section 8 of this Agreement, individually, each a “Pledgor”, and collectively, the “Pledgors”), in favor of The Bank of New York, a New York banking corporation, in its capacity as trustee (the “Trustee”) pursuant to the indenture (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Indenture”), dated as of the date hereof by and among the Company, Wise Alloys Finance Corporation, a Delaware corporation (“Finance Corp.”), the guarantors party thereto and the Trustee, acting for and on behalf of the holders (the “Noteholde
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Maryland
Agreement made as of the day 31st of December, 2001 by and between Wise Metals Group, LLC, a limited liability company organized and existing under the laws of the State of Delaware, and having its principal place of business located at International Tower Building, Suite 600, 857 Elkridge Landing Road, Linthicum, Maryland 21070 (the “Company”) and Jerry David, an individual residing at 8 Moales Lane, Owings Mills, Maryland 21117 (the “Executive”).
GROUND LEASE AGREEMENT (Sewage Treatment Plant)Ground Lease Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Alabama
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WISE RECYCLING, LLCLimited Liability Company Operating Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Maryland
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of Wise Recycling, LLC, a Maryland limited liability company (the “Company”), is made effective as of the close of business on the 30th day of June, 2003 (the “Effective Date”) by and among Wise Metals Group LLC, a Delaware limited liability company (“Wise Metals” or the “Member”) and the Company.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WISE WAREHOUSING, LLCLimited Liability Company Operating Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • Delaware
This Limited Liability Company Operating Agreement (this “Agreement”) of Wise Warehousing, LLC (the “Company”) is made effective as of December 22, 2003, by Wise Recycling, LLC ( “Member”).
AMENDED AND RESTATED LOAN AGREEMENT by and among WISE ALLOYS LLC WISE RECYCLING, LLC, as Borrowers and WISE METALS GROUP LLC WISE ALLOYS FINANCE CORPORATION WISE WAREHOUSING, LLC WISE RECYCLING TEXAS, LLC WISE RECYCLING WEST, LLC LISTERHILL TOTAL...Loan Agreement • July 23rd, 2004 • Listerhill Total Maintenance Center LLC • New York
This Amended and Restated Loan Agreement, dated May 5, 2004, 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”), and 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 hereto
