EXHIBIT 10.2
THIRD AMENDMENT TO ALUMINA SUPPLY AGREEMENT
THIS THIRD AMENDMENT TO ALUMINA SUPPLY AGREEMENT (this "Amendment"), dated
as of September 7, 2001, between Glencore AG, a Swiss corporation (the
"Seller"), and Northwest Aluminum Company, an Oregon corporation (the "Buyer,"
and collectively with the Seller, the "Parties"). Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the Alumina
Supply Agreement dated as of October 15, 1999 between the Parties ("Base
Agreement") as amended by the Amendment to Alumina Supply Agreement dated as of
October 1, 2000 ("First Amendment") and as further amended by the Second
Amendment to Alumina Supply Agreement dated as of January 5, 2001 ("Second
Amendment") (the Base Agreement as amended by the First Amendment and the Second
Amendment being the "Alumina Agreement").
WITNESSETH
WHEREAS, the Parties entered into the Alumina Agreement; and
WHEREAS, the Parties now desire to amend the Alumina Agreement as set
forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound here, the
Parties do hereby agree as follows:
ARTICLE I.
QUANTITY AMENDMENT
1.1 The Buyer shall not be obligated to purchase any Alumina from Seller
in 2001.
1.2 No later than December 15, 2001 the Buyer shall pay the Seller an
additional cancellation fee of $1,600,000 in consideration for the cancellation
as provided in Section 1.1 of this Amendment of the Buyer's obligation to
purchase 40,000 MT of Alumina from Seller in 2001.
ARTICLE II.
GENERAL PROVISIONS
2.1 Ratification of Alumina Agreement. The amendments set forth herein
are limited precisely as written and shall not be deemed to be a consent or
waiver to, or modification of, any other term or condition set forth in the
Alumina Agreement. Except as expressly amended hereby, all the terms and
conditions of the Alumina Agreement shall continue in full force and effect and,
as amended hereby, the Alumina Agreement is ratified and confirmed in all
respects.
2.2 Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the State of New York, excluding those relating to
choice or
conflicts of laws and excluding the United Nations Convention for the
International Sale of Goods.
2.3 Assignment. This Amendment is binding upon the Parties and their
respective successors and assigns. No Party may assign this Amendment or its
rights or obligations hereunder without the prior written consent of the other
Party (which consent shall not be unreasonably withheld) and any purported
assignment without such express written consent shall be null and void.
2.4 Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.
IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to execute this Third Amendment to Alumina Supply Agreement.
GLENCORE AG
By: XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title:
NORTHWEST ALUMINUM COMPANY
By: XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: President
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