GUARANTEECentury Aluminum Co • October 24th, 2014 • Primary production of aluminum
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Alumax Inc., a Delaware corporation (herein with its successors and assigns, called "Seller") to enter into that certain Stock Purchase Agreement, dated of even date herewith (the "Purchase Agreement"), with Berkeley Aluminum, Inc., a Delaware corporation ("Buyer"), the undersigned hereby absolutely and unconditionally guaranties to Seller the full and prompt payment and performance, when due, of all amounts and obligations of Buyer under the Purchase Agreement (collectively, the "Obligation").
CONSENT AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 24th, 2014 • Century Aluminum Co • Primary production of aluminum
THIS CONSENT AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of October 23, 2014, by and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, "Agent"), Century Aluminum Company, a Delaware corporation ("Century"), Berkeley Aluminum, Inc., a Delaware corporation ("Berkeley Aluminum"), Century Aluminum of West Virginia, Inc., a Delaware corporation ("Century West Virginia"), CENTURY ALUMINUM OF KENTUCKY GENERAL PARTNERSHIP, a Kentucky general partnership ("Century of Kentucky GP"), NSA general partnership, a Kentucky general partnership ("NSA"), and CENTURY ALUMINUM SEBREE LLC, a Delaware limited liability company ("Century Sebree"; and together with Century, Berkeley Aluminum, Century West Virginia, Century of Kentucky GP and NSA, each a "Borrower" and collectively the "Borrowers").
STOCK PURCHASE AGREEMENT by and between BERKELEY ALUMINUM, INC. and ALUMAX INC. Dated as of October 23, 2014Stock Purchase Agreement • October 24th, 2014 • Century Aluminum Co • Primary production of aluminum • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of this 23rd day of October, 2014, is by and between BERKELEY ALUMINUM, INC., a Delaware corporation (the “Buyer”), and ALUMAX INC., a Delaware corporation (the “Seller”). The Buyer and the Seller are referred to herein individually as a “Party” and collectively as the “Parties.”
