LIMITED LIABILITY COMPANY AGREEMENT OF WISE ALLOYS LLC

Exhibit 3.7

LIMITED LIABILITY COMPANY AGREEMENT

OF

WISE ALLOYS LLC

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”).

On December 9, 1998, the Member caused the Company to be formed as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Act”), by Xxxxx X. Xxxx, an authorized person, filing a Certificate of Formation with the Secretary of State of the State of Delaware.

1. Certificate. Effective as of the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, the powers of the above authorized person shall be deemed to have ceased and the Member shall thereafter be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates, instruments or agreements (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business, or for any other lawful purpose.

2. Name. The name of the limited liability company is Wise Alloys LLC.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5. Principal Business Office. The principal business office of the Company shall be located at such location as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o RL&F Service Corp., One Xxxxxx Square, 10th Floor, Tenth and Xxxx Xxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is RL&F Service Corp., One Xxxxxx Square, 10th Floor, Tenth and Xxxx Xxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.

8. Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

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9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10. Capital Contributions. The Member is deemed admitted as the Member of the Company upon the effective date of this Agreement. The Member has contributed the amount of United States Dollars to the Company as listed on Schedule A attached hereto as its initial capital contribution.

11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company with the written consent of the Member.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company.

15. Officers. The Member may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Executive Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office, including, without limitation, entering into agreements or contracts of any lawful nature or purpose on behalf of the Company. Any delegation pursuant to this Section 15 may be revoked at any time by the Member. The initial Officers are listed on Schedule B attached hereto. The Member may revise Schedule B in its sole discretion at any time.

16. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

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17. Exculpation and Indemnification. No Member or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

18. Assignments. A Member may assign in whole or in part its limited liability company interest with the written consent of the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

19. Resignation. A Member may resign from the Company with the written consent of the Member. If a Member is permitted to resign pursuant to this Section, an additional member shall be admitted to the Company, subject to Section 20, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

20. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

21. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

24. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

25. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

26. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement this 29 day of December, 1998, effective as of December 9, 1998.

WISE METALS CO., INC.
By:		/s/    XXXXXX X. XXXX
Name:		Xxxxxx X. Xxxx
Title:		Executive Vice President

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SCHEDULE A

TO WISE ALLOYS LLC

LIMITED LIABILITY COMPANY AGREEMENT

MEMBER

Name		Mailing Address		Agreed Value of Initial Capital Contribution			Date of Contribution		Percentage Interest
Wise Metals Co., Inc.		000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx, XX 00000		$	1.5 million		12/10/98		100	%

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SCHEDULE B

TO WISE ALLOYS LLC

LIMITED LIABILITY COMPANY AGREEMENT

Name		Title
Xxxx X. Xxxxxxx		President
Xxxxxx X. Xxxx		Executive Vice President
Xxxxxx X. Xxxx		Secretary
Xxxxxx X. Xxxx		Treasurer

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FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

WISE ALLOYS LLC

THIS FIRST AMENDMENT to the Limited Liability Company Agreement (“Agreement”) of Wise Alloys LLC (“Company”) is dated as of November 19, 2001 (“Amendment No. 1”) and is entered into by and between Wise Metals Group LLC (“Wise Group”) and Wise Metals Trading LLC (“Trading”) (collectively the “Members” and individually each a “Member”).

R E C I T A L S :

WHEREAS, the Company was formed by Wise Metals Co., Inc. (“Wise Inc.”) on December 9, 1998 as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (“Act”);

WHEREAS, pursuant to that certain Assignment of Membership Interests in Limited Liability Companies dated March 26, 1999, by and between Wise Inc. and Wise Group and that certain Assignment of Membership Interest in Wise Alloys LLC dated March 26, 1999, by and between Wise Group and Wise Metals Co., LLC (“Wise LLC”), Wise Group and Wise LLC became holders of membership interests in the Company as a result of the assignment by Wise Inc. to Wise Group of a 100% membership interest in the Company and by the concurrent assignment by Wise Group to Wise LLC of a 1% membership interest in the Company;

WHEREAS, pursuant to Section 18-209 of the Act and that certain Certificate of Merger of a Foreign Limited Liability Company into a Domestic Limited Liability Company filed with the Secretary of State of the State of Delaware on November 19, 2001, Wise LLC merged into Trading, and Trading thereby became the successor holder of Wise LLC’s 1% membership interest in the Company; and

WHEREAS, the Members desire to affirm their obligation and agreement to be bound by the terms and conditions set forth in the Agreement, as amended hereby; and

WHEREAS, the Members desire to amend the Agreement by updating Schedule A and Schedule B thereto in order to accurately reflect the ownership of the Company and the current officers of the Company;

NOW, THEREFORE, the undersigned, in consideration of the promises, covenants and agreements contained herein, do hereby agree as follows:

1. Agreement to be Bound. Pursuant to Section 18 of the Agreement, by executing this Amendment No. 1, the Members hereby agree to be bound by the terms and

conditions of the Agreement, as amended hereby. All references in the Agreement to “Member” shall be deleted and replaced with the term “Members.”

2. Schedule A. Schedule A of the Agreement is hereby deleted and replaced in its entirety by the schedule attached hereto as Schedule A.

3. Schedule B. Schedule B of the Agreement is hereby deleted and replaced in its entireyy by the schedule attached hereto as Schedule B.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment No. 1 shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, without giving effect to its principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the day and year first above written.

WISE METALS GROUP LLC
By:		/s/    XXXX X. XXXXXXX
Name:		Xxxx X. Xxxxxxx
Title:		President and Chief Executive Officer

WISE METALS TRADING LLC
By:		Wise Metals Group LLC
Its:		Sole Member
By:		/s/    XXXX X. XXXXXXX
Name:		Xxxx X. Xxxxxxx
Title:		President and Chief Executive Officer

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SCHEDULE A

Limited Liability Company

Agreement of Wise Alloys LLC

MEMBERS

Name		Mailing Address		Percentage   Interest
Wise Metals Group LLC		International Tower Bldg., Suite 600 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxx, Xxxxxxxx 00000		99%
Wise Metals Trading LLC		International Tower Bldg., Suite 600 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxx, Xxxxxxxx 00000		1%

SCHEDULE B

Limited Liability Company

Agreement of Wise Alloys LLC

OFFICERS

Name		Title
Xxxx X. Xxxxxxx		President and Chief Executive Officer
Xxxxx Xxxxxxxxx		Chief Financial Officer, Executive Vice President, Secretary and Treasurer
Xxx Xxxxxxx		Assistant Secretary and Assistant Treasurer