NORANDA ALUMINUM HOLDING CORPORATION (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2010 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
CREDIT AGREEMENTdated as of February 29, 2012amongNORANDA ALUMINUM HOLDING CORPORATION,NORANDA ALUMINUM ACQUISITION CORPORATION, as Borrower,THE LENDERS FROM TIME TO TIME PARTY HERETO,BANK OF AMERICA, N.A., as Administrative Agent,andCITIBANK, N.A.,...Credit Agreement • March 12th, 2012 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
NORANDA ALUMINUM HOLDING CORPORATION (a Delaware corporation) 22,840,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2015 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
175,000,000 11% Senior Notes due 2019Indenture • April 29th, 2013 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
INDENTURE dated as of March 8, 2013 among NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation (the “Issuer”), the GUARANTORS (as defined herein) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
Exhibit 10.1 ------------ TERMINATION AND CONSULTING AGREEMENT This Termination and Consulting Agreement (this "Agreement") by and among Noranda Aluminum Holding Corporation ("Parent"), Noranda Aluminum, Inc. (the "Company"), and Richard Anderson (the...Termination and Consulting Agreement • October 29th, 2008 • Noranda Aluminum Holding CORP • Primary production of aluminum • Delaware
NORANDA ALUMINUM HOLDING CORPORATION (a Delaware corporation) [ ] Shares of Common Stock FORM OF PURCHASE AGREEMENTPurchase Agreement • April 26th, 2010 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
ABL CREDIT AGREEMENT dated as of February 29, 2012Credit Agreement • March 12th, 2012 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
BANK OF AMERICA, N.A., CITIGROUP GLOBAL MARKETS INC., UBS SECURITIES LLC, BARCLAYS CAPITAL, CREDIT SUISSE SECURITIES (USA) LLC, and GOLDMAN SACHS BANK USA, as Joint Bookrunners
ContractNon Qualified Stock Option Agreement • November 16th, 2009 • Noranda Aluminum Holding CORP • Primary production of aluminum • Delaware
AMENDED AND RESTATED NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of November 12, 2009 (the “Amendment Date”), between NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).
ContractGuarantee and Collateral Agreement • March 12th, 2012 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
THIS AGREEMENT AND ANY LIEN CREATED HEREIN IS SUBJECT TO THE LIEN PRIORITY AND OTHER PROVISIONS SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY 29, 2012 AMONG BANK OF AMERICA, N.A., AS ABL AGENT FOR THE ABL SECURED PARTIES, BANK OF AMERICA, N.A., AS TERM AGENT FOR THE TERM SECURED PARTIES, NORANDA ALUMINUM HOLDING CORPORATION, NORANDA ALUMINUM ACQUISITION CORPORATION AND THE OTHER SUBSIDIARIES OF NORANDA ALUMINUM ACQUISITION CORPORATION FROM TIME TO TIME PARTY THERETO, AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME.
AMENDMENT TO ESTABLISHMENT AGREEMENTEstablishment Agreement • July 30th, 2010 • Noranda Aluminum Holding CORP • Primary production of aluminum
This Amendment to Establishment Agreement (the “Amendment”) is made as of the 24th day of June, 2010 between THE GOVERNMENT OF JAMAICA acting through the Minister of Finance and Planning and the Minister of Mining and Energy (hereinafter called the “Government”) and ST. ANN BAUXITE LIMITED, a company organized and existing under the laws of Jamaica and now known as NORANDA BAUXITE LIMITED (hereinafter called “St. Ann Bauxite”).
SPECIAL MINING LEASE NO. 165 ST. ANN BAUXITE LIMITEDSpecial Mining Lease • February 25th, 2009 • Noranda Aluminum Holding CORP • Primary production of aluminum
This SPECIAL MINING LEASE is granted to St. Ann Bauxite Limited of 21 East Street, Kingston (hereinafter called the “Lessee”) for the purposes of mining bauxite, in, under or upon approximately one hundred seventy-seven point three three (177.33) square kilometres (17,733 hectares) of land in the Parish of St. Ann as the same is delineated in red on the plan annexed hereto as Exhibit A1 and in, under or upon such other lands as may be included in this Special Mining Lease pursuant to the under noted Special Conditions for a term of twenty-six (26) years commencing on the first day of October, 2004, subject to the provisions of the Mining Act now in force and of the Regulations made thereunder now in force save as hereinafter negatived, varied or modified, as well as to any Regulations which may come into force during the continuance of this Special Mining Lease and relating to the safe working of the mines or to the health or welfare of the persons employed therein and subject also to
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among NORANDA ALUMINUM HOLDING CORPORATION and the other HOLDERS that are parties hereto DATED AS OF MAY 19, 2010Securityholders Agreement • May 19th, 2010 • Noranda Aluminum Holding CORP • Primary production of aluminum • Delaware
This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of May 19, 2010 (this “Agreement”), by and among NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the “Company”), and the HOLDERS that are parties hereto (the “Holders,” and together with the Company, the “Parties”), amends and restates that certain Amended and Restated Securityholders Agreement, dated as of October 23, 2007 (the “Old Agreement”), by and among the Parties.
CONSULTING AGREEMENTConsulting Agreement • November 16th, 2010 • Noranda Aluminum Holding CORP • Primary production of aluminum • Delaware
This Consulting Agreement (this “Agreement”) by and among Noranda Aluminum Holding Corporation (“Parent”), Noranda Aluminum, Inc. (the “Company”), and Alan K. Brown (the “Consultant”) is dated as of the 15th day of November, 2010.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 30th, 2016 • Noranda Aluminum Holding CORP • Primary production of aluminum
AMENDMENT No. 1, dated as of February 26, 2016 (this “Amendment”) to that certain Debtor-in-Possession Term Loan Credit Agreement dated as of February 11, 2016 (as at any time amended, restated, modified or supplemented, the “Credit Agreement”), among NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation and a Debtor and Debtor-in-Possession under Chapter 11 of the U.S. Bankruptcy Code (“Holdings”), NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation and a Debtor and Debtor-in-Possession under Chapter 11 of the U.S. Bankruptcy Code (the “U.S. Borrower”), NORANDA BAUXITE LIMITED, a Jamaica limited liability company (the “Jamaican Borrower”, and together with the U.S. Borrower, each a “Borrower”, and together the “Borrowers”), NORANDA INTERMEDIATE HOLDING CORPORATION, a Delaware corporation (“Intermediate Holdings”), NORANDA ALUMINUM, INC., a Delaware corporation (“Noranda Aluminum”), GRAMERCY ALUMINA HOLDINGS INC., a Delaware corporation (“Gramercy I”), NORANDAL USA,
AMENDMENT TO LAYLE K. SMITH’S TERM SHEET DATED MARCH 3, 2008Noranda Aluminum Holding CORP • November 16th, 2009 • Primary production of aluminum
This Amendment (the “Amendment”) to the Management Equity Investment and Incentive Term Sheet (the “Termsheet”), dated as of March 3, 2008, between Noranda Aluminum Holding Corporation (the “Parent”), Noranda Aluminum, Inc. (the “Company”) and Layle K. Smith (the “Executive”), is made and entered into as of the 12th day of November, 2009.
INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 29th, 2013 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
Incremental Amendment No. 1 to Credit Agreement dated as of March 8, 2013 (this “First Incremental Amendment”) among NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as Incremental Term Lender (the “Incremental Term Lender”), BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and the Lenders party hereto (the “Lenders”).
INCREMENTAL AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 30th, 2013 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
Incremental Amendment No. 2 to Credit Agreement dated as of May 29, 2013 (this “Second Incremental Amendment”) among NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as Incremental Term Lender (the “Incremental Term Lender”), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
AGREEMENTAgreement • June 18th, 2008 • Noranda Aluminum Holding CORP • Primary production of aluminum
THIS AGREEMENT by and between Union Electric Company d/b/a AmerenUE (“AmerenUE”) and Noranda Aluminum, Inc. (“Noranda”), individually a “Party” or collectively the “Parties,” is entered into this 14th day of December, 2004.
POST-PETITION CREDIT AGREEMENTdated as of February 9, 2016 amongNORANDA ALUMINUM HOLDING CORPORATION,NORANDA ALUMINUM ACQUISITION CORPORATION, NORANDAL USA, INC., NORANDA ALUMINUM, INC.,NORANDA ALUMINA LLC,NORANDA INTERMEDIATE HOLDING...Petition Credit Agreement • March 30th, 2016 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
ABL INCREMENTAL ASSUMPTION AGREEMENT NO. 1Abl Incremental Assumption Agreement • July 30th, 2013 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
ABL Incremental Assumption Agreement No. 1 dated as of May 15, 2013 (this “First ABL Incremental Agreement”) among NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation (the “Company”); the Subsidiaries of the Company signatory hereto (collectively with the Company, the “Borrower”), BANK OF AMERICA, N.A., as Incremental Revolving Facility Lender (the “Incremental Revolving Facility Lender”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) under the ABL Credit Agreement referred to below.
SECURITIES PURCHASE AGREEMENT by and among CENTURY LOUISIANA INC., CENTURY BERMUDA I LIMITED, CENTURY ALUMINUM COMPANY, NSA GENERAL PARTNERSHIP, ST. ANN BAUXITE HOLDINGS LIMITED, GRAMERCY ALUMINA LLC, GRAMERCY ALUMINA HOLDINGS INC., GRAMERCY ALUMINA...Securities Purchase Agreement • August 7th, 2009 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 3, 2009, is entered into by and among Century Louisiana Inc., a Delaware corporation (“CLI”), Century Bermuda I Limited, a Bermuda exempted company (“CBI” and, together with CLI, “Sellers”), Century Aluminum Company, a Delaware corporation (“CAC”), NSA General Partnership, a Kentucky general partnership (“NSA”), St. Ann Bauxite Holdings Limited, a St. Lucia international business company (“SAB”), Gramercy Alumina Holdings Inc., a Delaware corporation (“GAH”), Gramercy Alumina Holdings II Inc., a Delaware corporation (“GAH II”), Gramercy Alumina LLC, a Delaware limited liability company (“Gramercy” and, together with GAH, “Purchasers”), St. Ann Bauxite Limited, a Jamaican private limited company (“St. Ann”), and Noranda Aluminum Acquisition Corporation, a Delaware corporation (“NAAC”). Capitalized terms used herein are defined in Article VIII.
INTERCREDITOR AGREEMENTdated as of February 29, 2012amongBANK OF AMERICA, N.A., as ABL Agent,BANK OF AMERICA, N.A., as Term Agent,NORANDA ALUMINUM HOLDING CORPORATION, NORANDA ALUMINUM ACQUISITION CORPORATION and THE SUBSIDIARIES OF NORANDA ALUMINUM...Intercreditor Agreement • March 12th, 2012 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
INTERCREDITOR AGREEMENT dated as of February 29, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent for the ABL Credit Parties (such term and any other capitalized terms used without definition in this preamble or in the recitals below having the respective meanings set forth below) and as collateral agent for each of the other ABL Secured Parties (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Agent”), BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent for the Term Credit Parties and as collateral agent each of the other Term Secured Parties (in such capacity, with its successors and assigns, and as more specifically defined below, the “Term Agent”), NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (“Holdings”), NORANDA ALUMINUM ACQUISITION CORPORATION
This letter agreement (this “Agreement”) formalizes our discussions regarding the terms and conditions of your separation from Noranda Aluminum Holding Corporation (the “Company”) and its affiliates. This Agreement supersedes the Management Equity...Letter Agreement • July 24th, 2013 • Noranda Aluminum Holding CORP • Primary production of aluminum
AMENDMENT NO. 1 TO ABL DIP CREDIT AGREEMENTAbl Dip Credit Agreement • March 30th, 2016 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
This Amendment No. 1 (this “Amendment”) to that certain Post-Petition Credit Agreement dated as of February 9, 2016 (as at any time amended, restated, modified or supplemented, the "DIP Credit Agreement"), is made as of February 26, 2016, by and among NORANDA ALUMINUM HOLDING CORPORATION, NORANDA ALUMINUM ACQUISITION CORPORATION, NORANDAL USA, INC., NORANDA ALUMINUM, INC., NORANDA ALUMINA LLC, NORANDA INTERMEDIATE HOLDING COMPANY, GRAMERCY ALUMINA HOLDINGS INC., GRAMERCY ALUMINA HOLDINGS II, INC., and NHB CAPITAL, LLC (each a “Borrower” and collectively, the “Borrowers”), BANK OF AMERICA, N.A., as administrative and collateral agent ("Agent") and the lenders from time to time party thereto (each, a "Lender" and collectively, "Lenders"). Capitalized terms used herein but not defined herein are used as defined in the DIP Credit Agreement.
ALUMINA PURCHASE AGREEMENTAlumina Purchase Agreement • June 18th, 2008 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
The Alumina Price per mt in any period shall equal the aggregate of Operating Costs incurred by Seller, net of any revenue realized by Seller, including, without limitation, revenue arising from sales by Seller of products or assets, excluding any sales of Alumina to Buyer or to Gramercy Alumina Holdings Inc. or one of its Affiliates, divided by the total production of Alumina during that period.
AMENDMENT NO. 1 TO ABL CREDIT AGREEMENTAbl Credit Agreement • April 30th, 2012 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
This Amendment No. 1, dated as of March 21, 2012 (this “Amendment”), to that certain ABL Credit Agreement, dated as of February 29, 2012 (the “Credit Agreement”), among NORANDA ALUMINUM Holding CORPORATION, a Delaware corporation (“Holdings”); NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation (the “Company”); the Subsidiaries of the Company party thereto (collectively with the Company, the “Borrowers”), the banks and other financial institutions or entities from time to time parties thereto (the “Lenders”); BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent (in such capacities, the “Administrative Agent”); CITIBANK, N.A.; UBS SECURITIES LLC; BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC; CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS BANK USA, as co-syndication agents and co-documentation agents, is entered into among Holdings, the Company, the other Borrowers, the Administrative Agent and the Lenders party hereto. Capit
AGREEMENTAgreement • February 25th, 2009 • Noranda Aluminum Holding CORP • Primary production of aluminum
THIS AGREEMENT by and between Union Electric Company d/b/a AmerenUE (“AmerenUE”) and Noranda Aluminum, Inc. (“Noranda”), individually a “Party” or collectively the “Parties,” is entered into this 14th day of December, 2004.
ESTABLISHMENT AGREEMENT dated September 30, 2004 between the Government of Jamaica and St. Ann Bauxite LimitedEstablishment Agreement • February 25th, 2009 • Noranda Aluminum Holding CORP • Primary production of aluminum
THIS AGREEMENT is made on the 30th day of September, 2004 by and between THE GOVERNMENT OF JAMAICA acting through the Minister of Finance and Planning and the Minister of Development (hereinafter called the “Government”) and ST. ANN BAUXITE LIMITED, a company organized and existing under the laws of Jamaica (hereinafter called “St. Ann Bauxite”).
Amendment No. 1 to Credit AgreementCredit Agreement • May 11th, 2009 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
This Amendment No. 1 and Consent, dated as of May 7, 2009 (this “Amendment”), to that certain Credit Agreement, dated as of May 18, 2007 (the “Credit Agreement”), among NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (“Holdings”), NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation (the “Borrower”), the banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent (in such capacities, the “Administrative Agent”), CITIBANK, N.A., as Syndication Agent and as an Issuing Bank, GOLDMAN SACHS CREDIT PARTNERS L.P. and UBS SECURITIES LLC, as co-Documentation Agents and FIFTH THIRD BANK as an Issuing Bank, is entered into among Holdings, the Borrower, the Administrative Agent and the Lenders party hereto. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.
ConfidentialNoranda Aluminum Holding CORP • February 25th, 2009 • Primary production of aluminum
Dr. Carlton Davis Cabinet Secretary Jamaica House Hope Road Kingston 10 Jamaica Re: St Ann Bauxite Limited (“SABL”) Dear Dr. Davis: We agree to the proposed revision of Section 5.02 of the Establishment Agreement that was emailed to us by Sonia Mitchell on February 7, 2006 that maintains the $[***]/DMT transfer price through December 31, 2008 on condition that SABL maintains the agreed capital expenditure threshold. We have trust that without the need to make it explicit, SABL and the Government would certainly confer on an appropriate adjustment to this schedule should there be any unforeseen change in business conditions. We greatly appreciate the consideration shown SABL by you and your colleagues and look forward to a successful future for SABL in partnership with Jamaica.
PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCTPrivileged And • November 16th, 2009 • Noranda Aluminum Holding CORP • Primary production of aluminum • Delaware
NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of November _____, 2009, between NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).
DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENTdated as of February 11, 2016amongNORANDA ALUMINUM HOLDING CORPORATION,NORANDA ALUMINUM ACQUISITION CORPORATION, as the Borrower Representative, NORANDA BAUXITE LIMITED, as the Jamaican Borrower,NORANDA...Loan Credit Agreement • March 30th, 2016 • Noranda Aluminum Holding CORP • Primary production of aluminum
ALUMINA PURCHASE AGREEMENTAlumina Purchase Agreement • February 25th, 2009 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York
The Alumina Price per mt in any period shall equal the aggregate of Operating Costs incurred by Seller, net of any revenue realized by Seller, including, without limitation, revenue arising from sales by Seller of products or assets, excluding any sales of Alumina to Buyer or to Gramercy Alumina Holdings Inc. or one of its Affiliates, divided by the total production of Alumina during that period.
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASESeparation of Employment Agreement and General Release • November 16th, 2010 • Noranda Aluminum Holding CORP • Primary production of aluminum • Tennessee
THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this 15th day of November, 2010, by and between Noranda Aluminum Holding Corporation (the “Company”), Noranda Intermediate Holding Corporation (“Noranda Intermediate”), and Kyle D. Lorentzen (“Employee”).
ContractNon Qualified Stock Option Agreement • November 16th, 2009 • Noranda Aluminum Holding CORP • Primary production of aluminum • Delaware
AMENDED AND RESTATED NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of November 12, 2009 (the “Amendment Date”), between NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).
