OPTION TO EXTEND 1986 AMENDED TOLL AGREEMENT
THIS OPTION TO EXTEND 1986 AMENDED TOLL AGREEMENT, dated as of March 1,
1992, is by and between NORTHWEST ALUMINUM COMPANY, an Oregon corporation
("NAC"), and CLARENDON LTD., a Zug, Switzerland corporation acting through its
Connecticut branch ("Clarendon").
RECITALS:
A. NAC and Clarendon have entered in an Aluminum Toll Conversion Agreement
dated as of September 15, 1986 and a certain Extension and Amendment Agreement
made as of October 1, 1991 (collectively, the "1986 Amended Toll Agreement")
pursuant to which Clarendon is currently providing NAC's alumina requirements
for both Potline Nos. 1 and 2 as provided therein, and NAC is converting such
alumina into aluminum as provided therein.
B. The parties now wish to provide an option to Clarendon to extend the
term of the 1986 Amended Toll Agreement for an additional four years and three
months.
AGREEMENT:
Accordingly, in consideration of the mutual covenants herein, the parties
agree:
1. Defined Terms. Terms defined in the 1986 Amended Toll Agreement shall
have the same meanings for purposes of this Agreement.
2. Option to Extend Term.
2.1 Clarendon shall have an option to extend the term of the 1986
Amended Toll Agreement for an additional period which shall commence on October
1, 1995 and end on December 31, 1999 (the "Optional Extension Period").
2.2 In order to exercise the option provided in Section 2.1 above,
Clarendon shall give NAC written notice to such effect, not later than September
30, 1994, in the manner provided in the 1986 Amended Toll Agreement.
2.3 Upon Clarendon giving the notice provided in Section 2.2 above,
the Extension Period defined and identified in the 1986 Amended Toll Agreement
shall be extended to include the Optional Extension Period (that is, the
Extension Period shall commence on October 1, 1991 and end on December 31, 1999)
and, except as specifically amended by this Agreement, all of the terms and
conditions of the 1986 Amended Toll Agreement, including without limitation the
provisions of Section 2.2 and Section 3 of the Extension and Amendment
Agreement, identified above, shall continue to be binding on each of the parties
during the Extension Period as so amended.
3. Miscellaneous.
3.1 Ratification of the 1986 Amended Toll Agreement, as Amended. The
1986 Amended Toll Agreement, as specifically amended by this Agreement, is
hereby ratified in all respects, and effective the date of this Agreement, the
term "this Agreement" as used in the 1986 Amended Toll Agreement shall be deemed
to refer to the 1986 Amended Toll Agreement as hereby amended.
3.2 No Implied Amendments, Undertakings or Waivers. No additional
amendment of the 1986 Amended Toll Agreement, nor any undertaking to further
amend or extend the 1986 Amended Toll Agreement nor any waiver of any right or
remedy arising under the 1986 Amended Toll Agreement prior to the date hereof
shall be implied by the fact that the parties have agreed to the terms of this
Agreement.
3.3 Incorporation of Provisions of Article 14 of the 1986 Toll
Agreement. The terms of Sections 14.1 (entire agreement; amendment), 14.3
(governing law, etc.), 14.6 (illegality; severability), 14.7 (no brokers, etc.)
and 14.8 (counterparts) of the 1986 Toll Agreement are incorporated into this
Agreement as if fully stated herein.
3.4 Interpretation. The parties acknowledge that this Agreement has
been the subject of full opportunity for negotiation and amendment and that the
party which has assumed initial responsibility for drafting this Agreement shall
not suffer adverse construction of any terms or language thereof because of such
role.
IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, in each
case effective as of the date first written above.
NORTHWEST ALUMINUM COMPANY
By: BRETT WILCOX
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Name: Brett Wilcox
Title: President
CLARENDON LTD.
By: SIMON TRINCA
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Name: Simon Trinca
Title: Authorized Signatory
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