AMENDMENT NO. 14 TO AMENDED AND RESTATED LOAN AGREEMENT

Exhibit 10.54

[EXECUTION]

AMENDMENT NO. 14 TO AMENDED AND RESTATED LOAN AGREEMENT

This AMENDMENT NO. 14 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of October 8, 2008, 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 lenders from time to time party thereto, 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, Amendment No. 7 to Amended and Restated Loan Agreement, dated as of April 28, 2006, Amendment No. 8 to Amended and Restated Loan Agreement, dated as of June 12, 2006, Amendment No. 9 and Waiver to Amended and Restated Loan Agreement, dated as of August 4, 2006, Amendment No. 10 to Amended and Restated Loan Agreement, dated as of December 31, 2006, Amendment No. 11 to Amended and Restated Loan Agreement, dated as of July 31, 2007, Amendment No. 12 to Amended and Restated Loan Agreement, dated as of February 25, 2008, and Amendment No. 13 and Waiver to Amended and Restated Loan Agreement, dated as of April 25, 2008 (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) Additional Definitions . As used herein, the following terms shall have the meanings given to them below and the Loan Agreement shall be deemed and is hereby amended to include, in addition and not in limitation, the following definitions:

(i) “Amendment No. 14” shall mean Amendment No. 14 to Amended and Restated Loan Agreement, dated as of October 8, 2008, among Agent, Lenders, Borrowers and Guarantors, as the same now exists and may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(ii) “Amendment No. 14 Effective Date” shall mean the first date on which all of the conditions precedent to the effectiveness of Amendment No. 14 shall have been satisfied or shall have been waived by Agent.

(iii) “Eligible Working Capital” shall have the meaning given to such term in the Indenture.

(iv) “Initial Tranche C Lender” shall mean Wachovia Bank National Association, in its capacity as a Tranche C Lender.

(v) “Revolving Loan Limit” shall mean, as to each Borrower, the amount equal to (a) the lesser of (i) $278,000,000 and (ii) the Eligible Working Capital minus (b) the then outstanding principal amount of the Revolving Loans and Letter of Credit Accommodations provided to the other Borrowers.

(vi) “Tranche C Commitment” shall mean, at any time, as to each Tranche C Lender, the principal amount set forth next to such Tranche C Lender’s name on Schedule 1.27 hereto designated as the Tranche C Commitment of such Tranche C Lender or on Schedule 1 to the Assignment and Acceptance Agreement pursuant to which such Tranche C Lender became a Tranche C Lender hereunder in accordance with the provisions of Section 13.7 hereof, as the same may be adjusted from time to time in accordance with the terms hereof; sometimes being collectively referred to herein as “Tranche C Commitments”.

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(vii) “Tranche C Lenders” shall mean, collectively, the Lenders having a Tranche C Commitment or all or a portion of the Tranche C Loan owing to it; each sometimes being referred to herein individually as a “Tranche C Lender”; provided , that , each Tranche C Lender shall, and shall agree in writing that it shall, have no right whatsoever (a) to consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of this Agreement or any of the other Financing Agreements, except as set forth in Sections 11.3(a)(i), (ii), (iv), (v), (vi), (vii) and (viii) hereof, (b) to vote on any other matter related to this Agreement or any of the other Financing Agreements, except as set forth in Sections 11.3(a)(i), (ii), (iv), (v), (vi), (vii) and (viii) hereof, (c) to require Agent or any Lender to undertake any action (or refrain from taking any action) with respect to this Agreement, any of the other Financing Agreements or the Collateral, or (d) to attend any meeting with Agent or any Lender or receive any information from Agent or any Lender to the extent that Agent reasonably and in good faith determines that the attendance by such Tranche C Lender at such meeting or the receipt of such information by such Tranche C Lender either (i) could reasonably be expected to represent a conflict of interest between such Tranche C Lender in its capacity as a Lender and in its capacity as an account debtor or customer of Borrowers or (ii) could reasonably be expected to be adverse in any material respect to the interests of Agent or any Lender (other than such Tranche C Lender) or confer an unfair advantage in any material respect to such Tranche C Lender in its capacity as an account debtor or customer of Borrowers.

(viii) “Tranche C Loan” shall mean the supplemental term loan in the principal amount of $22,000,000 made by the Initial Tranche C Lenders to Borrowers on the Amendment No. 14 Effective Date as set forth in Section 2.1(h) hereof.

(b) Amendments to Definitions .

(i) Adjusted Loan Limit . The definition of “Adjusted Loan Limit” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“‘Adjusted Loan Limit’ shall mean, on any date, the amount equal to the lesser of (a) $278,000,000, (b) the amount of the aggregate Borrowing Bases of all Borrowers on such date and (c) the sum of (i) the amount of the Eligible Working Capital on such date, plus (ii) the amount of the Eligible Working Capital Variance on such date.”

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(ii) Applicable Margin . Effective as of September 1, 2009, the definition of “Applicable Margin” in Section 1.10 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“1.10 Applicable Margin ’ shall mean, at any time, as to the interest rate for Prime Rate Loans and for Eurodollar Rate Loans, the applicable percentage (on a per annum basis) set forth below if EBITDA of Group and its Subsidiaries for the immediately preceding three (3) or four (4) fiscal quarter period, as applicable (as set forth in the most recent consolidated financial statements of Group and its Subsidiaries delivered to Agent in accordance with Section 9.6(a) hereof), as determined by Agent is at or within the levels indicated for such percentage as of the last day of the immediately preceding fiscal quarter:

provided , that , (i) the Applicable Margin shall be calculated and established once each fiscal quarter (commencing with the fiscal quarter ending on or about June 30, 2009) and shall remain in effect until adjusted thereafter during the next fiscal quarter thereafter, (ii) each adjustment of the Applicable Margin shall be effective as of the first day of the second month of a fiscal quarter based on the EBITDA of Group and its Subsidiaries as of the end of the immediately preceding fiscal quarter, (iii) the Applicable Margin for the period from September 1, 2008 through and including July 31, 2009 shall be the amounts set forth in Tier 3 above. In the event that at any time after the end of a fiscal quarter, the EBITDA of Group and its Subsidiaries for the immediately preceding three (3) or four (4) fiscal quarter period, as applicable, used for the determination of the Applicable Margin was greater than the actual amount of the actual EBITDA of Group and its Subsidiaries for such three (3) or four (4) fiscal quarter period, as applicable, as a result of the inaccuracy of information provided by or on behalf of Borrowers to Agent for the calculation of EBITDA, the Applicable Margin for such preceding fiscal quarters shall be adjusted to the applicable percentage based on such actual EBITDA of Group and its Subsidiaries for such three (3) or four (4) fiscal quarter period, as applicable, and any additional interest for the applicable period as a result of such recalculation shall be promptly paid to Agent. The foregoing shall not be construed to limit the rights of Agent and Lenders with respect to the amount of interest payable after a Default or Event of Default whether based on such recalculated percentage or otherwise.”

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(iii) Commitment . The definition of “Commitment” in Section 1.27 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“1.27 ‘Commitments’ shall mean, collectively, the Tranche A Commitments, the Tranche B Commitments and the Tranche C Commitments; sometimes being individually referred to herein as a ‘Commitment’.”

(iv) Excess Availability . The definition of “Excess Availability” in Section 1.53 of the Loan Agreement is hereby amended by deleting the reference to “Loan Limit” and replacing it with “Revolving Loan Limit”.

(v) Interest Rate . The definition of “Interest Rate” in Section 1.73 of the Loan Agreement is hereby amended by (a) deleting the reference to “Loans” in clause (e)(ii) of such definition and replacing it with “Revolving Loans” and (b) deleting the reference to “Loan Limit” in clause (e)(ii) of such definition and replacing it with “Revolving Loan Limit”.

(vi) Inventory Loan Limit . The definition of “Inventory Loan Limit” in Section 1.75 of the Loan Agreement is hereby amended by deleting the reference to “Loans” and replacing it with “Revolving Loans”.

(vii) Loan Limit . The definition of “Loan Limit” in Section 1.80 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“1.80 [Intentionally Deleted] .”

(viii) Loans . The definition of “Loans” in Section 1.81 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“ ‘Loans’ shall mean, collectively, the Tranche A Loans, the Tranche B Loans and the Tranche C Loan.”

(ix) 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 $300,000,000.”

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(x) Pro Rata Share . The definition of “Pro Rata Share” in Section 1.101 of the Loan Agreement is hereby amended by deleting clause (c) of such definition in its entirety and replacing it with the following:

“(c) with respect to a Tranche C Lender’s obligation to make the Tranche C Loan and receive payments of interest, fees, and principal with respect thereto, the fraction (expressed as a percentage) the numerator of which is such Tranche C Lender’s Tranche C Commitment and the denominator of which is the aggregate amount of all of the Tranche C Commitments of the Tranche C Lenders, as adjusted from time to time in accordance with the provisions hereof; provided , that , if the Tranche C Commitments have been terminated, the numerator shall be the unpaid amount of the Tranche C Loan owing to such Tranche C Lender and the denominator shall be the aggregate unpaid amount of the Tranche C Loan; and

(d) with respect to all other matters (including, without limitation, Special Agent Advances and the indemnification obligations arising under Section 11.5 hereof), at any time as to any Lender, the fraction (expressed as a percentage) the numerator of which is such Lender’s Commitment (provided, that, if the Commitments have been terminated, the numerator shall be the unpaid amount of such Lender’s Loans and its interest in Special Agent Advances and Letter of Credit Accommodations) and the denominator of which shall be the amount equal to the Commitments, as adjusted from time to time in accordance with the provisions hereof (provided, that, if the Commitments have been terminated, the denominator shall be the aggregate amount of all unpaid Loans, Special Agent Advances and Letter of Credit Accommodations).”

(xi) Required Lenders . The definition of “Required Lenders” in Section 1.113 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“1.113 ‘Required Lenders’ shall mean, at any time, those Lenders (other than Equity Affiliated Lenders and Tranche C Lenders) whose Pro Rata Shares aggregate sixty-six and two-thirds (66  ² / 3 %) percent or more of the aggregate of the Commitments of all Lenders (other than Equity Affiliated Lenders and Tranche C Lenders), or if the Commitments shall have been terminated or reduced to zero, Lenders (other than Equity Affiliated Lenders and Tranche C Lenders) to whom at least sixty-six and two-thirds (66  ² / 3 %) percent of the then outstanding Obligations (other than Obligations in respect of Tranche B Loans and Tranche C Loans) are owing.”

(xii) Reserves . The definition of “Reserves” in Section 1.114 of the Loan Agreement is hereby amended by deleting the reference to “Loans” and replacing it with “Revolving Loans”.

(xiii) Work-in-Process Sublimit . The definition of “Work-in-Process Sublimit” in the Loan Agreement is hereby amended by deleting the reference to “Loans” and replacing it with “Revolving Loans”.

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

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2. Loans .

(a) Section 2.1(a) of the Loan Agreement is hereby amended by deleting the proviso at the end of the first sentence of such Section in its entirety and replacing it with the following:

“ provided , that , in each case, after giving effect to any such Tranche A Loan or Tranche B Loan, (x)  the principal amount of the Tranche A Loans, Tranche B Loans and Letter of Credit Accommodations outstanding with respect to any Borrower shall not exceed the lesser of (1) the Borrowing Base of such Borrower at such time or (2) the Revolving Loan Limit of such Borrower at such time and (y) the aggregate principal amount of the Loans and Letter of Credit Accommodations outstanding to all Borrowers shall not exceed the lesser of (1) the Maximum Credit or (2) the Eligible Working Capital.”

(b) Sections 2.1(c), (d), (e), (f) and (g) of the Loan Agreement are hereby amended by deleting such Sections in their entirety and replacing them with the following:

“(c) Except in Agent’s discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of the Loans and Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit or the Eligible Working Capital, (ii) the aggregate amount of the Tranche A Loans and Letter of Credit Accommodations outstanding at any time to a Borrower shall not exceed the Tranche A Loan Limit of such Borrower, (iii) the aggregate amount of the Tranche B Loans outstanding at any time to a Borrower shall not exceed the Tranche B Loan Limit of such Borrower, (iv) the aggregate amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower shall not exceed the Borrowing Base of such Borrower or the Revolving Loan Limit of such Borrower, and (v) the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower based on the Eligible Inventory of such Borrower shall not exceed the Inventory Loan Limit for such Borrower.

(d) In the event that the aggregate amount of the Loans and Letter of Credit Accommodations outstanding at any time exceeds the Maximum Credit or the Eligible Working Capital, or the aggregate amount of the Tranche A Loans and Letter of Credit Accommodations outstanding at any time to a Borrower exceeds the Tranche A Loan Limit of such Borrower, or the aggregate amount of the Tranche B Loans outstanding at any time to a Borrower exceeds the Tranche B Loan Limit of such Borrower, or the aggregate amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower exceeds the Borrowing Base of such Borrower or the Revolving Loan Limit of such Borrower, or the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations based on Eligible Inventory of a Borrower exceeds the Inventory Loan Limit of such Borrower, or the aggregate amount of the outstanding Letter of Credit Accommodations exceeds the sublimit for Letter of Credit Accommodations set forth in Section 2.2(e) hereof, such event shall not

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limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the entire amount of any such excess(es) for which payment is demanded.

(e) If any Borrower (or Administrative Borrower on behalf of such Borrower) desires to borrow a Tranche B Loan, such Borrower (or Administrative Borrower on behalf of such Borrower) shall, pursuant to the terms of Section 2.1(f) hereof, give Agent no less than five (5) Business Days’ prior notice thereof. Notwithstanding this notice requirement, it is the intention of the Tranche A Lenders and the Tranche B Lenders that the aggregate outstanding principal amount of Revolving Loans be allocated among the Tranche A Lenders and the Tranche B Lenders ratably in accordance with their respective Pro Rata Shares (determined in accordance with the terms of clause (d) of the definition of Pro Rata Share based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders or, if the Tranche A Commitments and Tranche B Commitments are terminated, based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders in effect immediately preceding such termination).

(f) By no later than 11:00 a.m. (New York City time) on the last Business Day of each week or such other Business Day as Agent may from time to time request or as Administrative Borrower may desire (each such date, a “Tranche B Loan Deemed Borrowing Request Date”), Administrative Borrower shall deliver to Agent a forecast (each, a “Borrowing Forecast”) which projects in good faith the aggregate amount of Revolving Loans that Borrowers or Administrative Borrower will request to be borrowed on each of the next succeeding five (5) Business Days. By no later than 12:00 noon (New York City time) on each Tranche B Loan Deemed Borrowing Request Date, Administrative Borrower shall be deemed to have made a request to Agent for the borrowing of Tranche B Loans which are Prime Rate Loans on the fifth Business Day immediately following such Tranche B Loan Deemed Borrowing Request Date, or, if such Business Day is a day on which any Tranche B Lender is required to close under the laws of the State of Alabama, the next Business Day (each such date, a “Tranche B Loan Deemed Funding Date”), in an amount which, when combined with the then outstanding aggregate principal amount of all Tranche B Loans, would equal 34.532% percent of the sum of (i) the aggregate outstanding principal amount of all Revolving Loans on such Tranche B Loan Deemed Borrowing Request Date plus (ii) the aggregate amount of Revolving Loans projected to be borrowed for the five (5) Business Days commencing on such Tranche B Loan Deemed Borrowing Request Date as set forth in the Borrowing Forecast delivered on such Tranche B Loan Deemed Borrowing Request Date (or such lesser amount as may be borrowed without contravening the terms of Section 2.1(c) hereof).

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(g) Agent shall, by no later than 3:00 p.m. (New York City time) on each Tranche B Loan Deemed Borrowing Request Date, provide written notice to the Tranche B Lenders setting forth the amount of the Tranche B Loans deemed to have been requested to be borrowed by Administrative Borrower and the date that such Tranche B Loans are requested to be borrowed, which date shall be the fifth Business Day immediately following such Tranche B Loan Deemed Borrowing Request Date. Provided that the weekly Borrowing Base Certificate most recently delivered to Agent pursuant to Section 7.1(a)(i)(E) hereof is made available to the Tranche B Lenders, each Tranche B Lender shall remit, in immediately available funds, the amount of such Tranche B Lender’s Pro Rata Share of the requested borrowing of Tranche B Loans to an account designated by Agent by no later than 12:00 p.m. (New York City time) on the Tranche B Loan Deemed Funding Date. Agent may apply the proceeds of all Tranche B Loans to repay the outstanding principal amount of the Tranche A Loans, it being the intention of the Tranche A Lenders and the Tranche B Lenders that the aggregate outstanding principal amount of Revolving Loans be allocated ratably among the Tranche A Lenders and the Tranche B Lenders in accordance with their respective Pro Rata Shares (determined in accordance with the terms of clause (d) of the definition of Pro Rata Share based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders or, if the Tranche A Commitments and Tranche B Commitments are terminated, based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders in effect immediately preceding such termination)

(h) Subject to and upon the terms and conditions contained herein, in Amendment No. 14 and in the other Financing Agreements, the Initial Tranche C Lender agrees to fund the Tranche C Loan to or for the benefit of Borrowers on the Amendment No. 14 Ef