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Exhibit 10.2
DEPARTMENT OF ENERGY
[SEAL] Bonneville Power Administration
P.O. Box 3621
Portland, Oregon 97208-3621
POWER BUSINESS LINE
June 28, 2001
In reply refer to: PTS
Amendment No. 1
Contract No. 01PB-10758
REMARKETING ADDENDUM
TO THE 1996 AGREEMENTS
Mr. Brett Wilcox
Golden Northwest Aluminum, Inc.
Goldendale Aluminum Company
Northwest Aluminum Company
Dear Mr. Wilcox:
This letter agreement (Amendment No. 1) constitutes an amendment to Contract No.
01PB-10758 (Addendum) among the Bonneville Power Administration (BPA), Golden
Northwest Aluminum, Inc. (Golden Northwest), Goldendale Aluminum Company (GAC),
and Northwest Aluminum Company (NAC). Capitalized terms not defined in this
Amendment No. 1 shall be as defined in the Addendum. GAC and NAC are
collectively referred to as the "Companies."
The Companies have agreed to contract for the purchase of power from Northwest
Energy Development, LLC (Northwest Energy), which has agreed to develop certain
conventional and renewable resources to provide power (the "Power Projects"), as
provided in the Plan and Agreement for Construction of Resources to Provide
Power for Future Operations of Goldendale Aluminum Company and Northwest
Aluminum Company (the "MOU").
Accordingly, BPA, Golden Northwest, GAC, and NAC agree:
1. EFFECTIVE DATE AND TERM. This Amendment No. 1 takes effect on the
date signed by the Parties, and shall continue in effect until
October 1, 2006.
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2. AMENDMENT OF ADDENDUM. The Addendum is amended as follows:
A new section 6(f) is added as follows:
"(f) Escrow
(1) A portion of the Excess Federal Power revenues under
Contract No. 01PB-23298, as amended, shall be
delivered by the purchaser of such Excess Federal
Power (the aggregate amount so delivered, the
"Deposited Amount") to a financial institution (the
"Escrow Agent") to be held in an escrow account (the
"Escrow") until October 1, 2006 (the "Termination
Date") on terms and subject to conditions set forth
in an escrow agreement, Contract No. 01PB-11015 (the
"Escrow Agreement"), approved by the Parties.
(2) BPA's obligation pursuant to sections 6(c) and 6(d)
of the Addendum to pay Net Proceeds to the Companies
or their respective designees shall, with respect to
the Deposited Amount, be suspended until the
Termination Date.
(3) The Escrow will be invested by the Escrow Agent in
certain investments described in the Escrow
Agreement (the "Permitted Investments"), including
notes issued by Northwest Energy (the "Notes"). No
investment in any Note will be made unless the
Escrow Agent shall have received BPA's written
authorization. BPA shall authorize the investment in
any Note upon receipt by BPA from Northwest Energy
of documentation reasonably acceptable to BPA that
evidences the proposed application of the proceeds
of such Note for expenditures or costs of Power
Projects. As provided in the Escrow Agreement, all
Permitted Investments will be liquidated by the
Escrow Agent on or immediately prior to the
Termination Date.
(4) Upon disbursement to BPA of all funds then held in
the Escrow Account, an amount equal to the sum of
the Deposited Amount, (net of any costs and fees
that, on the Termination Date, are deducted by the
Escrow Agent pursuant to the Escrow Agreement from
funds other than investment earnings on the
Deposited Amount), plus BPA's avoided interest cost
on the Deposited Amount (reduced by the face amount
of any unpaid Notes, plus accrued and unpaid
interest thereon) will thereafter be held by BPA for
application pursuant to sections 6(c) and 6(d) of
this Addendum.
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(5) The liquidation by the Escrow Agent of any unpaid
Notes, as provided in the Escrow Agreement, shall be
deemed to be a payment to the Companies of Net
Proceeds under sections 6(c) and 6(d) of this
Addendum and, as a result, the amount of Net
Proceeds available for payment pursuant to such
sections 6(c) and 6(d) shall be irrevocably reduced
dollar for dollar by such amount."
If the foregoing terms are acceptable, please sign both originals and return one
original of this Amendment to me. The remaining original is for your files.
Sincerely,
Account Executive
Name Scott K. Wilson
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(Print/Type)
ACCEPTED:
NORTHWEST ALUMINUM COMPANY GOLDEN ALUMINUM COMPANY
By /s/ BRETT WILCOX By /s/ BRETT WILCOX
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Name Brett Wilcox Name Brett Wilcox
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(Print/Type) (Print/Type)
Title President Title President
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Date June 28, 2001 Date June 28, 2001
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GOLDENDALE NORTHWEST ALUMINUM, INC.
By /s/ BRETT WILCOX
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Name Brett Wilcox
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(Print/Type)
Title President
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Date June 28, 2001
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