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Exhibit 10.1
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTIAN PORTIONS OF
THIS EXHIBIT PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION UNDER RULE 24b-2 OF THE EXCHANGE ACT OF
1934 AS AMENDED.
DEPARTMENT OF ENERGY
Bonneville Power Administration
P.O. Box 3621
Portland, Oregon 97208-3621
POWER BUSINESS LINE
June 22, 2001
In reply refer to: PT-5
Amendment No. 1
Contract No. 00PB-12197
BLOCK POWER SALES AGREEMENT
Mr. Brett Wilcox
Golden Northwest Aluminum, Inc.
8000 NE Parkway Drive, Suite 300
Vancouver, WA 98662-6744
Dear Mr. Wilcox:
This letter agreement (Amendment No. 1) constitutes an amendment to Contract No.
00PB-12197 (Block Power Sales Agreement) between the Bonneville Power
Administration (BPA) and Golden Northwest Aluminum, Inc. (Golden Northwest). As
a result of a curtailment by Golden Northwest from October l, 2001, through
March 31, 2002, the Parties have agreed to amend the Block Power Sales Agreement
as follows:
1. EFFECTIVE DATE. This Amendment No. 1 shall become effective on the date
signed by the Parties.
2. AMENDMENT OF BLOCK POWER SALES AGREEMENT.
(a) Section 4 is deleted and replaced by the following:
"4. INDUSTRIAL FIRM POWER PRODUCT
During the period that begins on October 1, 2001, and
continues through March 31, 2002, BPA has agreed to
purchase 236 MW on every hour from Golden Northwest for
power curtailed by Golden Northwest under Contract No.
01PB-42021 and, as a result of such curtailment, Golden
Northwest shall take delivery of zero (0) MW each hour
during such period. During the period that begins on April
1, 2002, and continues through September 30, 2006, Golden
Northwest shall purchase 236 MW each hour."
(b) A new section 20 is added as follows:
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"20. SPECIAL PROVISIONS
(a) GOLDEN NORTHWEST CURTAILMENT
BPA shall pay Golden Northwest $*** per MWh for
curtailed power under Contract No. 01PB-42021.
(b) EMPLOYEE COMPENSATION
During the curtailment, Golden Northwest will
continue to maintain full-time (40 hours per week
equivalent) and part-time wages and benefits for its
union and non-union employees, as applicable, that
would have been employed if Golden Northwest was
operating using the full amount of BPA power that
would have been available under this Agreement.
PROVIDED, however, that Golden Northwest may
distribute an equivalent amount of benefits to
employees in an alternative manner, if agreed to by
its unions.
(c) TAX REVENUES
Golden Northwest's facilities provide a substantial
portion of the tax revenues for the communities in
which they operate. The Parties intend that the
six-month curtailment under this Amendment No. 1
shall not affect the assessed value of the
facilities, and Golden Northwest agrees to notify
the tax assessors of this intention.
(d) PRICING STRUCTURE FOR ANY FUTURE CURTAILMENTS
Under this Amendment No. 1, Golden Northwest has
chosen to limit its curtailment to 6 months, even
though BPA had offered a term of up to two years.
The amount BPA is paying for this shorter
curtailment reflects the fact that the curtailment
has higher value to BPA during the October 1, 2001,
through March 31, 2002, period. Should BPA and
Golden Northwest agree in the future to extend this
curtailment, the prices BPA would pay for the
extended curtailment would reflect tho lower
curtailment value of future periods such that
payments would be comparable to what BPA has paid
other direct service industries for a similar
duration.
(e) POST 2006 SERVICE
Golden Northwest hereby reaffirms that it will not
argue in any legal or political forum that it has a
statutory right to, or should be allocated under
current statutes, any direct service of Federal
power after September 30, 2006.
*** Omitted and filed separately with the Commission
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(f) INABILITY TO PURCHASE STATION SERVICE POWER AT
LOWEST PF RATE
If, during the curtailment period under this
Amendment No. l, Golden Northwest is unable to
purchase station service power from Klickitat and
Northern Wasco PUDs at the lowest PF Rate, then,
upon Golden Northwest's request, the Parties shall
execute amendments effective October 1, 2001, to:
(1) increase the amount of power purchased from
October 1, 2001 through March 31, 2002, under this
Agreement by up to 35 MW on every hour; and (2)
reduce the amount curtailed under Contract No.
01PB-42021 by the amount and duration of such
increase in (1) above. Any such request shall be
made in writing to BPA no later than 10 business
days following publication of BPA's final Record of
Decision on its New Large Single Load policy.
(g) RESOURCE DEVELOPMENT SUPPORT
BPA's resource development support for Golden
Northwest and its affiliates will be limited to
providing the means to facilitate new wind
resources. Such support will be negotiated between
the parties to be consistent with detailed
principles established by BPA, limited to 200 MW of
wind for a 10-year term, and conditioned on any
resource being fully permitted and priced comparably
with BPA's spring 2001 wind RFP project results.
If this Amendment No. 1 is acceptable to Golden Northwest, please so indicate by
signing both originals and return one original to me. The remaining original is
for your files.
Sincerely, ACCEPTED:
GOLDEN NORTHWEST ALUMINUM, INC.
/s/ SCOTT K. WILSON
Scott K. Wilson By: /s/ BRETT WILCOX
Account Executive -------------------------------------
Name: Brett Wilcox
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(Print/Type)
Title: President
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Date: June 22, 2001
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