EX-10.1







	 	 	 	 	 



EXHIBIT
10.1




Amendment No. 1 to Credit Agreement




          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.




W i t n e s s e t h:




          Whereas, the Borrower, Holdings, the Administrative Agent, the Lenders and other
parties thereto are parties to the Credit Agreement;




          Whereas, the Borrower desires to have the ability to make certain Discounted
Voluntary Prepayments (as defined below) of the Term Loans and/or the Revolving Facility Loans;




          Whereas, the Borrower has notified the Administrative Agent that the Borrower may
from time to time seek to make open market purchases of Term Loans and/or Revolving Facility Loans,
in each case as set forth herein;




          Whereas, in connection with such contemplated Discounted Voluntary Prepayments and
open market purchases of Term Loans and/or Revolving Facility Loans by the Borrower, the Borrower
has requested that certain amendments be made to the Credit Agreement as set forth herein;




          Now, Therefore, in consideration of the foregoing, the mutual covenants and
obligations herein set forth and other good and valuable consideration, the adequacy and receipt of
which is hereby acknowledged, and in reliance upon the representations, warranties and covenants
herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:




SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.





     Effective as of the First Amendment Effective Date (as defined in Section 2 below) and subject
to the satisfaction (or due waiver) of the conditions set forth in Section 3 (Conditions Precedent)
hereof, the Credit Agreement is hereby amended as follows:



     1.1 The definition of “Agreement” in Section 1.01 (Defined Terms) of the Credit
Agreement is hereby amended by deleting the words “shall have the meaning assigned to such term in
the preamble to this Agreement” and inserting the following words:



     “shall mean, on any date, this Agreement as originally in effect on the Closing Date and as
thereafter amended, supplemented, amended and restated or otherwise modified from time to time and
in effect on such date.”



     1.2 Section 1.01 of the Credit Agreement is hereby amended by adding the following new
definitions (in correct alphabetical order):



 









 






     “Acceptable Discount” shall have the meaning assigned to such term in Section
2.11(g)(iii).




     “Acceptance Date” shall have the meaning assigned to such term in Section
2.11(g)(ii).




     “Applicable Discount” shall have the meaning assigned to such term in Section
2.11(g)(iii).




     “Available Cash” shall mean, as of any date, unrestricted available cash of the
Borrower and the Guarantors that as of such date is not otherwise required to be applied to
any Obligations pursuant to the Credit Agreement.




     “Deposit Account” shall mean a “deposit account” (as defined in the Uniform
Commercial Code) and also means and includes all demand, time, savings, passbook or similar
accounts maintained by a Loan Party with a bank or other financial institution, whether or
not evidenced by an instrument, all cash and other funds held therein and all passbooks
related thereto and all certificates and instruments, if any, from time to time
representing, evidencing or deposited into such deposit accounts.




     “Deposit Account Control Agreement” shall mean a deposit account control
agreement among the Collateral Agent, the Borrower or other Loan Party maintaining a Deposit
Account at any bank or financial institution (an “Account Bank”) and such Account Bank,
which agreement shall be on terms reasonably satisfactory to the Administrative Agent, as
the same may be amended, supplemented or otherwise modified from time to time.




     “Discount Range” shall have the meaning assigned to such term in Section
2.11(g)(ii).




     “Discounted Prepayment Option Notice” shall have the meaning assigned to such
term in Section 2.11(g)(ii).




     “Discounted Voluntary Prepayment” shall have the meaning assigned to such term
in Section 2.11(g)(i).




     “Discounted Voluntary Prepayment End Date” shall have the meaning assigned to
such term in Section 2.11(g)(i).




     “Discounted Voluntary Prepayment Notice” shall have the meaning assigned to
such term in Section 2.11(g)(v).




     “Eligible Transactions” shall have the meaning assigned to such term in the
Hedge Settlement Arrangement Letter.




     “Exempt Deposit Accounts” shall mean (i) Deposit Accounts the balance of which
consists exclusively of (A) withheld income taxes and federal, state or local employment
taxes in such amounts as are required in the reasonable judgment of the Borrower to be paid
to the Internal Revenue Service or state or local government agencies with respect to
employees of any of the Loan Parties, (B) amounts required to be paid over to an employee
benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of
employees of one or more Loan Parties and (ii) all segregated Deposit Accounts constituting
(and the balance of which consists solely of funds set aside in connection with) taxes
accounts, payroll accounts, trust or similar accounts and (C) other non-concentration
accounts containing less than $1,000,000 individually and in the aggregate for all such
other non-concentration accounts.




     “First Amendment” means the Amendment No. 1 and Consent, dated as of May 7,
2009.



 









 






     “First Amendment Effective Date” means the First Amendment Effective Date as
defined in Section 2 of the First Amendment.




     “Hedge Settlement Arrangement Letter” shall mean that certain Hedge Settlement
Arrangement Letter, dated as of March 3, 2009, between Noranda Aluminum, Inc. and Merrill
Lynch International, as the same may be amended, supplemented or otherwise modified from
time to time.




     “Lender Participation Notice” shall have the meaning assigned to such term in
Section 2.11(g)(iii).




     “Minimum Liquidity Condition” shall mean that the Borrower shall, both prior to
and after giving effect to a Discounted Voluntary Prepayment pursuant to Section
2.11(g)(i)(B) or a Permitted Loan Purchase pursuant to Section 9.04(i)(B), as the case may
be, have (i) Available Unused Commitments and (ii) Available Cash, in an aggregate amount of
not less than $125,000,000




     “Offered Loans” shall have the meaning assigned to such term in Section
2.11(g)(iii).




     “Permitted Loan Purchases” shall have the meaning assigned to such term in
Section 9.04(i).




     “Permitted Loan Purchase Assignment and Acceptance” shall mean an assignment
and acceptance entered into by a Lender as an Assignor and the Borrower as an Assignee, and
accepted by the Administrative Agent, in the form of Exhibit A-2 or such other form
as shall be approved by the Administrative Agent and the Borrower (such approval not to be
unreasonably withheld or delayed).




     “Pre-Acquisition Hedges” shall mean transactions under the MLI Swap Agreement
that were in effect as of April 10, 2007.




     “Proposed Discounted Prepayment Amount” shall have the meaning assigned to such
term in Section 2.11(g)(ii).




     “Qualifying Lenders” shall have the meaning assigned to such term in Section
2.11(g)(iv).




     “Qualifying Loans” shall have the meaning assigned to such term in Section
2.11(g)(iv).




     “Revolving Facility Reduction Percentage” shall have the meaning assigned to
such term in Section 2.05(m).



     1.3 Section 1.01 of the Credit Agreement is hereby amended by deleting clause (b) of the
definition of “Excess Cash Flow” in its entirety and inserting in its place the following:



          (b) the amount of (i) any voluntary prepayment permitted hereunder of term Indebtedness during
such Applicable Period, other than any voluntary prepayment of the Loans pursuant to Section
2.11(a), which shall be the subject of Section 2.11(c) and (ii) any Discounted Voluntary
Prepayments and Permitted Loan Purchases with respect to (x) Term Loans (without duplication of any
amounts under preceding clause (i)) and (y) Revolving Facility Loans (to the extent accompanied by
corresponding reduction in the Revolving Facility Commitments), in the case of each of clause (x)
and (y), to the extent such Discounted Voluntary Prepayments or Permitted Loan Purchases were made
with the proceeds of terminated Eligible Transactions in accordance with Sections 2.11(g)(i)(A) and
9.04(i)(A), respectively, and in the case of each of clause (i) and (ii), so long as the amount of
such prepayment is not already reflected in Debt Service and, for the avoidance of doubt, with
respect to any payment or



 









 







purchase of Indebtedness at a discount, in an amount equal to the cash expended in such
payment or purchase rather than the face amount of Indebtedness paid or purchased.



     1.4 Section 2.05 (Letters of Credit) of the Credit Agreement is hereby amended by adding the
following sentence at the end of clause (j) thereof:




“The provisions with respect to the deposit of cash collateral as set forth in this
Section 2.05(j) shall also apply to cash collateralization required pursuant to
Sections 2.11(d), 2.11(e), 2.11(g) and 9.04(i) of this Agreement.”



     1.5 Section 2.05 (Letters of Credit) of the Credit Agreement is hereby amended by adding the
following new clause (m):



          “(m) Automatic Reduction in Letter of Credit Sublimit. If the Borrower makes a
Discounted Voluntary Prepayment or a Permitted Loan Purchase, in either case, with respect to
Revolving Facility Loans, the Letter of Credit Sublimit in effect as of such date shall, on the
effective date of such Discounted Voluntary Prepayment or Permitted Loan Purchase, be automatically
and permanently reduced on a dollar-for-dollar basis by an amount equal to the Revolving Facility
Reduction Percentage multiplied by the Letter of Credit Sublimit. For the purposes hereof, the
“Revolving Facility Reduction Percentage” shall mean the quotient (expressed as a decimal) of (i)
the aggregate principal par amount of such Discounted Voluntary Prepayment or Permitted Loan
Purchase of a Revolving Facility Loan divided by (ii) the aggregate Revolving Facility Commitments
of all Revolving Lenders in effect immediately prior to such Discounted Voluntary Prepayment or
Permitted Loan Purchase. If following any such reduction of the Letter of Credit Sublimit pursuant
to this Section 2.05(m), the Revolving L/C Exposure exceeds the Letter of Credit Sublimit, the
Borrower shall deposit cash collateral in a Cash Collateral Account with the Administrative Agent
pursuant to Section 2.05(j) in an amount equal to such excess.”



     1.6 Section 2.08 (Termination and Reduction of Commitments) of the Credit Agreement is hereby
amended by adding the following new clause (d):



          “(d) Revolving Facility Commitments shall be permanently reduced pursuant to a Discounted
Voluntary Prepayment or a Permitted Loan Purchase, as the case may be, of Revolving Facility Loans
in a principal amount equal to the aggregate par amount of Revolving Facility Loans repaid pursuant
to such Discounted Voluntary Prepayment or Permitted Loan Purchase.”



     1.7 Section 2.10 (Repayment of Term Loans and Revolving Facility Loans) of the Credit
Agreement is hereby amended by adding the following new clause (iii) below clause (c):



          “(iii) any Discounted Voluntary Prepayments of the Term Loans pursuant to Section 2.11(g)
shall be applied in inverse order of maturity.”



     1.8 Section 2.11 (Prepayment of Loans) of the Credit Agreement is hereby amended by deleting
clause (c) thereof in its entirety and inserting in its place the following:




     “(c) Not later than (i) 105 days after the end of the first Excess Cash Flow Period and
(ii) 95 days after the end of each subsequent Excess Cash Flow Period, the Borrower shall
calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply an amount equal
to (x) the Required Percentage of such Excess Cash Flow, minus (y) the sum of (A)
the amount of any voluntary prepayments during such Excess Cash Flow Period of Term Loans
and (B) the amount of any permanent voluntary reductions during such Excess Cash Flow Period
of Revolving Facility Commitments to the extent that an equal amount of Revolving Facility
Loans was simultaneously repaid, to prepay Term Loans in accordance with paragraphs (c) and
(d) of Section 2.10, provided that, for purposes of this Section 2.11(c), Discounted
Voluntary Prepayments and Permitted Loan Purchases will not qualify as voluntary prepayments
of Term



 









 







Loans or permanent voluntary reductions of Revolving Facility Commitments. Not later
than the date on which the Borrower is required to deliver financial statements with respect
to the end of each Excess Cash Flow Period under Section 5.04(a), the Borrower will deliver
to the Administrative Agent a certificate signed by a Financial Officer of the Borrower
setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the
calculation thereof in reasonable detail.”



     1.9 Section 2.11 (Prepayment of Loans) of the Credit Agreement is hereby amended by adding the
following phrase in between the word “Sublimit” and the “,” in clause (e) thereof:



          “or the total Revolving Facility Commitments, including, without limitation as a result of
Discounted Voluntary Prepayments or Permitted Loan Purchases of Revolving Facility Loans,”




     1.10 Section 2.11 (Prepayments of Loans) of the Credit Agreement is hereby amended by adding
the following new clauses (g) and (h):




     “(g)(i) Notwithstanding anything to the contrary in Section 2.11(a) or 2.18(c), the
Borrower shall have the right at any time and from time to time to prepay Term Loans and
repay Revolving Facility Loans with, in the case of Revolving Facility Loans, a
corresponding permanent reduction in Revolving Facility Commitments, to the Lenders at a
discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted
Voluntary Prepayment”) during the period commencing on the First Amendment Effective
Date and ending on September 15, 2010 (such date, the “Discounted Voluntary Prepayment
End Date”) pursuant to the procedures described in this Section 2.11(g),
provided that (A) unless and until all Eligible Transactions, other than Eligible
Transactions pertaining to Pre-Acquisition Hedges, have been terminated pursuant to the
Hedge Settlement Arrangement Letter, Discounted Voluntary Prepayments shall only be made in
cash in amounts that will be reimbursed in full with proceeds to be received by the
Borrower or Noranda Aluminum Inc. pursuant to the termination of an Eligible Transaction
(other than an Eligible Transaction pertaining to Pre-Acquisition Hedges) under and in
accordance with the Hedge Settlement Arrangement Letter (provided that the Borrower delivers
a Termination Agreement to Merrill Lynch International under (and as such term is defined
in) the Hedge Settlement Arrangement Letter within 20 Business Days following such
Discounted Voluntary Prepayment), (B) following the termination of all Eligible Transactions
under the Hedge Settlement Arrangement Letter, other than Eligible Transactions pertaining
to Pre-Acquisition Hedges, and subject to satisfaction of the Minimum Liquidity Condition,
Discounted Voluntary Prepayments may be made using Available Cash, (C) in no event shall
proceeds of Revolving Facility Loans (excluding proceeds held as of the First Amendment
Effective Date) or Incremental Term Loans be used to finance any Discounted Voluntary
Prepayment, (D) to the extent the Borrower is making a Discounted Voluntary Prepayment of
Revolving Facility Loans, upon giving effect to such Discounted Voluntary Prepayment, there
shall be sufficient aggregate Revolving Facility Commitments among the Revolving Facility
Lenders to apply to the aggregate Revolving L/C Exposure as of such date, unless the
Borrower shall concurrently with the payment of the purchase price by the Borrower for such
Revolving Facility Loans, deposit cash collateral in an account with the Administrative
Agent pursuant to Section 2.05(j) in the amount of any such excess Revolving L/C Exposure
and (E) the Borrower shall deliver to the Administrative Agent a certificate of the Chief
Financial Officer of the Borrower stating (1) that no Default or Event of Default has
occurred and is continuing or would result from the Discounted Voluntary Prepayment (after
giving effect to any related waivers or amendments obtained in connection with such
Discounted Voluntary Prepayment), (2) that each of the conditions to such Discounted
Voluntary Prepayment contained in this Section 2.11(g) has been satisfied and (3) the
aggregate principal amount of Term Loans and/or Revolving Facility Loans so prepaid pursuant
to such Discounted Voluntary Prepayment.




     (ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the
Borrower will provide written notice to the Administrative Agent substantially in the form
of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the
Borrower desires to



 









 







prepay Term Loans and/or repay Revolving Facility Loans (with a corresponding permanent
reduction in Revolving Facility Commitments) in each case in an aggregate principal amount
specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”),
in each case at a discount to the par value of such Term Loans and/or Revolving Facility
Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans or
Revolving Facility Loans shall not be less than $5.0 million. The Discounted Prepayment
Option Notice shall further specify with respect to the proposed Discounted Voluntary
Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans and/or Revolving
Facility Loans, (B) a discount range (which may be a single percentage) selected by the
Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage
of par of the principal amount of Term Loans and/or Revolving Facility Loans (the
“Discount Range”), (C) the source of proceeds to be used to make such Discounted
Voluntary Prepayment and (D) the date by which Lenders are required to indicate their
election to participate in such proposed Discounted Voluntary Prepayment which shall be at
least five Business Days following the date of the Discounted Prepayment Option Notice (the
“Acceptance Date”). Upon receipt of a Discounted Prepayment Option Notice that
relates to a Discounted Voluntary Prepayment of Revolving Facility Loans, the Administrative
Agent shall notify the Issuing Bank thereof. Discounted Voluntary Prepayments of Revolving
Facility Loans shall be subject to the consent of the Issuing Bank, such consent not to be
unreasonably withheld or delayed.




     (iii) Upon receipt of a Discounted Prepayment Option Notice and, in the case of
Discounted Voluntary Prepayments of Revolving Facility Loans, receipt by the Administrative
Agent of consent from the Issuing Bank in accordance with Section 2.11(g)(ii), the
Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to
the Acceptance Date, each such Lender may specify by written notice substantially in the
form of Exhibit G hereto (each, a “Lender Participation Notice”) to the
Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”)
within the Discount Range (for example, a Lender specifying a discount to par of 20% would
accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a
maximum principal amount (subject to rounding requirements specified by the Administrative
Agent) of Term Loans and/or Revolving Facility Loans held by such Lender with respect to
which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable
Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts
of Term Loans and/or Revolving Facility Loans specified by the Lenders in the applicable
Lender Participation Notice, the Administrative Agent, in consultation with the Borrower,
shall determine the applicable discount for Term Loans and/or Revolving Facility Loans (the
“Applicable Discount”), which Applicable Discount shall be (A) the percentage
specified by the Borrower if the Borrower has selected a single percentage pursuant to
Section 2.11(g)(ii)) for the Discounted Voluntary Prepayment or (B) otherwise, the highest
Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount
in full (determined by adding the principal amounts of Offered Loans commencing with the
Offered Loans with the highest Acceptable Discount); provided, however, that in the
event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any
Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount
specified by the Lenders that is within the Discount Range. The Applicable Discount shall
be applicable for all Lenders who have offered to participate in the Voluntary Discounted
Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans
whose Lender Participation Notice is not received by the Administrative Agent by the
Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment
of any of its Loans at any discount to their par value within the Applicable Discount.




     (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term
Loans and/or Revolving Facility Loans (or the respective portions thereof) offered by the
Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to
or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable
Discount, provided that if the aggregate proceeds required to prepay all Qualifying
Loans (disregarding any interest payable at such time) would exceed the amount of aggregate
proceeds required to prepay the Proposed



 









 







Discounted Prepayment Amount, such amounts in each case calculated by applying the
Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the
Qualifying Lenders based on their respective principal amounts of such Qualifying Loans
(subject to rounding requirements specified by the Administrative Agent). If the aggregate
proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such
time) would be less than the amount of aggregate proceeds required to prepay the Proposed
Discounted Prepayment Amount, such amounts in each case calculated by applying the
Applicable Discount, the Borrower shall prepay all Qualifying Loans.




     (v) Each Discounted Voluntary Prepayment shall be made within five Business Days of the
Acceptance Date (or such later date as the Administrative Agent shall reasonably agree,
given the time required to calculate the Applicable Discount and determine the amount and
holders of Qualifying Loans), without premium or penalty (but subject to Section 2.16), upon
irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted
Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than
1:00 P.M. Local time, three Business Days prior to the date of such Discounted
Voluntary Prepayment, which notice shall specify the date and amount of the Discounted
Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent.
Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall
promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice
is given, the amount specified in such notice shall be due and payable to the applicable
Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified
therein together with accrued interest (on the par principal amount) to but not including
such date on the amount prepaid.




     (vi) To the extent not expressly provided for herein, each Discounted Voluntary
Prepayment shall be consummated pursuant to procedures (including as to timing, rounding,
minimum amounts, Type and Interest Periods and calculation of Applicable Discount in
accordance with Section 2.11(g)(ii) above) established by the Administrative Agent in
consultation with the Borrower. For the avoidance of doubt, no Revolving Facility Lender
shall, as a result of any Discounted Voluntary Prepayment or Permitted Loan Purchase of
Revolving Loans, be required to advance any amounts in excess of such Revolving Lender’s
Revolving Facility Commitment to fund Revolving Facility Loans, Swingline Loans or payments
in connection with its Revolving L/C Exposure.




     (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written
notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make a
Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B)
any Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment
pursuant to any Lender Participation Notice.”




     (h) Prior to the earlier of (i) the termination of all Eligible Transactions under the
Hedge Settlement Arrangement Letter, other than Eligible Transactions pertaining to
Pre-Acquisition Hedges and (ii) September 15, 2010, the Borrower shall not, and shall not
permit any of its Subsidiaries, to voluntarily redeem, make, or agree or offer to pay or
make, directly or indirectly, any payment or other distribution of or in respect of
principal on the Senior Notes, other than redemptions and purchases of Senior Notes made
with cash in amounts that will be reimbursed in full with proceeds to be received by the
Borrower or Noranda Aluminum Inc. pursuant to termination of an Eligible Transaction (other
than an Eligible Transaction pertaining to Pre-Acquisition Hedges) under and in accordance
with the Hedge Settlement Arrangement Letter (provided that the Borrower delivers a
Termination Agreement to Merrill Lynch International under (and as such term is defined in)
the Hedge Settlement Arrangement Letter within 20 Business Days following such redemption or
purchase).”



     1.11 The first sentence of Section 2.18(c) of the Credit Agreement is hereby amended by
deleting clause (ii) thereof in its entirety and inserting in its place the following:



 









 






     “(ii) the provisions of this paragraph (c) shall not be construed to apply to (x) any
payment made by the Borrower pursuant to and in accordance with the express terms of this
Agreement (including but not limited to Section 2.11(g) hereof) or (y) any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its
Loans or participations in L/C Disbursements to any assignee or participant, other than to
the Borrower unless, in the case of an assignment of Loans to the Borrower, such assignment
is made in accordance with Section 9.04 hereof.”



     1.12 Section 5.04(c) of the Credit Agreement is hereby amended by deleting the word “and”
immediately preceding clause (x)(vi) thereof and adding the following new clause (x)(vii)
immediately following clause (x)(vi) thereof:




     “and (vii) setting forth (A) the aggregate amount of Permitted Loan Purchases made
during the fiscal period then ended and (B) the aggregate amount of Term Loans and/or
Revolving Facility Loans purchased and cancelled by the Borrower as of the date of such
certificate,”



     1.13 Section 5.10(g) of the Credit Agreement is hereby amended by deleting the words “cash,
deposit accounts and securities accounts” following clause (iii) thereof and adding “Exempt Deposit
Accounts and securities accounts” in place thereof.



     1.14 Section 5.10 of the Credit Agreement is hereby amended by adding the following new
clauses (h), (i) and (j) thereto:




(h) Within 30 days of the First Amendment Effective Date, the Borrower shall execute
and deliver to the Collateral Agent a Deposit Account Control Agreement with respect
to each Deposit Account of the Borrower and the Loan Parties in existence as of the
First Amendment Effective Date, other than any Exempt Deposit Account.




(i) Prior to any Loan Party establishing and funding a Deposit Account following the
First Amendment Effective Date, the Borrower shall notify the Collateral Agent
thereof and execute and deliver to the Collateral Agent a Deposit Account Control
Agreement with respect to each such Deposit Account, other than any Exempt Deposit
Account.




(j) Following the First Amendment Effective Date (and subject to the time period
provided for in Section 5.10(h)), the Loan Parties shall maintain effective Deposit
Account Control Agreements with respect to each Deposit Account, other than Exempt
Deposit Accounts, of the Loan Parties, at all times unless and until the Security
Interest (as defined in the Collateral Agreement) with respect to such Deposit
Account is released in accordance with this Agreement.



     1.15 Section 7.01(d) of the Credit Agreement is hereby amended by (1) adding the words
“2.11(h),” before “5.01(a)” and (2) deleting the word “or” preceding “5.08” and replacing it with a
”,” and adding the words “or 5.10(h)” following 5.08 but before the phrase “or in Article VI.”



     1.16 Section 9.04(b)(ii)(D) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:




     “(D) the Assignee shall not be (1) the Borrower (other than with respect to a Permitted
Loan Purchase) or (2) any of the Borrower’s Affiliates or Subsidiaries.”



     1.17 Section 9.04 (Successors and Assigns) of the Credit Agreement is hereby amended by adding
the following new clauses (i) and (j):



 









 






     “(i) The Borrower may purchase by way of assignment and become an Assignee with respect
to Term Loans and/or Revolving Facility Loans at any time during the period commencing on
the First Amendment Effective Date and ending on the Discounted Voluntary Prepayment End
Date, from Lenders in accordance with Section 9.04(b) hereof (“Permitted Loan
Purchases”) provided that (A) unless and until all Eligible Transactions, other
than Eligible Transactions pertaining to Pre-Acquisition Hedges, have been terminated
pursuant to the Hedge Settlement Arrangement Letter, Permitted Loan Purchases shall only be
made in cash in amounts that will be reimbursed in full with proceeds to be received by the
Borrower or Noranda Aluminum Inc. pursuant to termination of an Eligible Transaction (other
than an Eligible Transaction pertaining to Pre-Acquisition Hedges) under and in accordance
with the Hedge Settlement Arrangement Letter (provided that the Borrower delivers a
Termination Agreement to Merrill Lynch International under (and as such term is defined in)
the Hedge Settlement Arrangement Letter within 20 Business Days following such Permitted
Loan Purchase), (B) following the termination of all Eligible Transactions under the Hedge
Settlement Arrangement Letter, other than Eligible Transactions pertaining to
Pre-Acquisition Hedges, and subject to satisfaction of the Minimum Liquidity Condition,
Permitted Loan Purchases may be made using Available Cash, (C) in no event shall proceeds of
Revolving Facility Loans (excluding proceeds held as of the First Amendment Effective Date)
or Incremental Term Loans be used to finance any Permitted Loan Purchase, (D) the Borrower
shall deliver to the Administrative Agent a certificate of the Chief Financial Officer of
the Borrower stating (1) that no Default or Event of Default has occurred and is continuing
or would result from the Permitted Loan Purchase, (2) that each of the conditions contained
in this Section 9.04(i) has been satisfied and (3) the aggregate principal amount of Term
Loans and/or Revolving Facility Loans (and the purchase price(s) paid therefore), (E) upon
consummation of any such Permitted Loan Purchase, the Loans purchased pursuant thereto shall
be deemed to be automatically and immediately cancelled and extinguished in accordance with
Section 9.04(j), (F) to the extent the Borrower is making a Permitted Loan Purchase of
Revolving Facility Loans, upon giving effect to such Permitted Loan Purchase, there shall be
sufficient aggregate Revolving Facility Commitments among the Revolving Facility Lenders to
apply to the aggregate Revolving L/C Exposure as of such date, unless the Borrower shall
concurrently with the payment of the purchase price by the Borrower for such Revolving
Facility Loans, deposit cash collateral in an account with the Administrative Agent pursuant
to Section 2.05(j) in the amount of any such excess Revolving L/C Exposure and (G) in
connection with any such Permitted Loan Purchase, the Borrower and such Lender that is the
Assignor shall execute and deliver to the Administrative Agent a Permitted Loan Purchase
Assignment and Acceptance (and for the avoidance of doubt, shall not be required to execute
and deliver an Assignment and Acceptance pursuant to Section 9.04(b)(ii)(B)) and shall
otherwise comply with the conditions to Assignments under this Section 9.04.




     (j) Each Permitted Loan Purchase shall, for purposes of this Agreement (including,
without limitation, Section 2.08(b)) be deemed to be an automatic and immediate cancellation
and extinguishment of such Term Loans and/or Revolving Facility Loans (with a corresponding
permanent reduction in Revolving Facility Commitments) and the Borrower shall, upon




     consummation of any Permitted Loan Purchase, notify the Administrative Agent that the
Register be updated to record such event as if it were a prepayment of such Loans (and in
the case of Revolving Facility Loans, a permanent reduction in Revolving Facility
Commitments).



     1.18 The Credit Agreement is hereby amended by adding as a new “Exhibit A-2” thereto the
Permitted Loan Purchase Assignment and Acceptance as set forth in Annex I attached hereto.



     1.19 The Credit Agreement is hereby amended by adding as a new “Exhibit F” thereto the
Discounted Prepayment Option Notice as set forth in Annex II attached hereto.



     1.20 The Credit Agreement is hereby amended by adding as a new “Exhibit G” thereto the Lender
Participation Notice as set forth in Annex III attached hereto.



 









 





     1.21 The Credit Agreement is hereby amended by adding as a new “Exhibit H” thereto the
Discounted Voluntary Prepayment Notice as set forth in Annex IV attached hereto.



     1.22 Section 4.02(c) of the Collateral Agreement is hereby amended by replacing the word “and”
appearing before clause “(iii)” thereof with a comma and inserting the following new clause (iv)
after clause (iii): “and (iv) a perfected security interest in all Article 9 Collateral comprising
Deposit Accounts as to which a Deposit Account Control Agreement (as defined in the Credit
Agreement) has been executed and delivered by the parties thereto.”



     1.23 Section 5.01 of the Collateral Agreement is hereby amended by replacing the word “and”
appearing immediately before clause (b) thereof with a comma and inserting the following new clause
(c) after clause (b): “and (c) give notice and take sole possession and control of all amounts on
deposit in or credited to any Deposit Account pursuant to the related Deposit Account Control
Agreement and apply all such funds in accordance with this Agreement.”



SECTION 2. CONDITIONS PRECEDENT




     This Amendment shall become effective as of 5:30 p.m. New York City time, on the first
Business Day on which each of the following conditions precedent shall have been satisfied or duly
waived following the filing and acceptance by the Securities and Exchange Commission of the
Borrower’s quarterly earnings report on Form 8-K for the fiscal quarter ended March 31, 2009 (the
“First Quarter Earnings Report”) (such date and time of effectiveness, the “First
Amendment Effective Date”):



     2.1 Certain Documents. The Administrative Agent shall have received each of the
following, in form and substance satisfactory to the Administrative Agent:



          (a) this Amendment, duly executed by each of the Borrower and Holdings, on behalf of itself
and each other Loan Party, the Administrative Agent, the Issuing Bank(s) and the Required Lenders;




          (b) an Acknowledgement and Consent, substantially in the form of Exhibit A hereto, duly
executed by each of the Persons (other than Holdings and the Borrower) who are or are required by
the Loan Documents to be Loan Parties;




          (c) an opinion of counsel to the Borrower addressed to the Administrative Agent and the
Lenders covering customary matters, including enforceability of this Amendment and no conflicts
with or contravention of any of the Loan Documents; and




          (d) such additional documentation, instruments, agreements or information related to this
Amendment as the Administrative Agent may reasonably require. All corporate and legal proceedings
and all instruments and agreements relating to the transactions contemplated by this Amendment or
in any other document delivered in connection herewith shall be reasonably satisfactory in form and
substance to the Administrative Agent, and the Administrative Agent shall have received all
information and copies of all documents and papers, including records of corporate proceedings,
governmental approvals, good standing certificates and bring-down telegrams, if any, which the
Administrative Agent may reasonably have requested, such documents and papers where appropriate to
be certified by proper corporate or governmental authorities.




     2.2 Payment of Costs and Expenses. The Administrative Agent and each Lender which
shall have delivered (by facsimile or otherwise) an executed signature page to this Amendment to
the Administrative Agent on or prior to 1:00 pm on April 29, 2009 and not withdrawn such consent
prior to the First Amendment Effective Date shall have received payment of (i) as to the
Administrative Agent, all fees, costs and expenses (including, without limitation, the reasonable
fees and out-of-pocket expenses of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the
Administrative Agent (“Fried Frank”)) incurred in connection with this Amendment, the Credit
Agreement and each other Loan Document, for



 









 







which an invoice has been delivered by the First Amendment Effective Date and (ii) as to the
Lenders, as consideration for the execution of this Amendment, a non-refundable and fully earned
amendment fee equal to 0.10% of the respective Commitments of such Lenders.



     2.3 Representations and Warranties. Each of the representations and warranties
contained in Section 3 below shall be true and correct.



SECTION 3. REPRESENTATIONS AND WARRANTIES




     In order to induce the Lenders to consent to the amendments contained herein, each of Holdings
and the Borrower, on behalf of itself and each Loan Party, hereby represents and warrants to the
Administrative Agent and each Lender, with respect to all Loan Parties, as follows:



          (a) After giving effect to this Amendment, the Credit Agreement, as amended, does not impair
the validity, effectiveness or priority of the Liens granted pursuant to the Security Documents,
and such Liens continue unimpaired with the same priority to secure repayment of all Obligations,
whether heretofore or hereafter incurred. The position of the Lenders with respect to such Liens,
the Collateral in which a security interest was granted pursuant to the Security Documents and the
ability of the Administrative Agent or the Collateral Agent to realize upon such Liens pursuant to
the terms of the Security Documents have not been adversely affected in any material respect by the
amendments to the Credit Agreement effected pursuant to this Amendment or by the execution,
delivery, performance or effectiveness of this Amendment.



          (b) Each of Holdings and the Borrower reaffirms as of the date hereof and the First Amendment
Effective Date its covenants and agreements contained in the Credit Agreement and each Security
Document and other Loan Document to which it is a party, including, in each case, as such covenants
and agreements may be modified by this Amendment on the First Amendment Effective Date. Each of
Holdings and the Borrower further confirms that each Security Document and other Loan Document to
which it is a party is, and shall continue to be, in full force and effect, and the same are hereby
ratified, approved and confirmed in all respects, except as the Credit Agreement may be amended by
this Amendment.



          (c) Each of Holdings and the Borrower, for itself and each Loan Party, hereby ratifies and
confirms its respective Obligations under the Credit Agreement and any of the other Loan Documents,
as amended hereby, and hereby represents and warrants that, as of the date hereof, it neither has
nor claims any offsets or defenses to its respective Obligations under the Credit Agreement or any
of the other Loan Documents (as amended hereby).



          (d) Immediately after giving effect to this Amendment, the representations and warranties set
forth in Article III of the Credit Agreement and each other Loan Document are, in each
case, true and correct in all material respects (unless stated to relate solely to an earlier date,
in which case such representations and warranties shall be true and correct in all material
respects as of such earlier date).



          (e) This Amendment constitutes the legal, valid and binding obligation of each of Holdings and
the Borrower enforceable in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors’ rights generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and fair dealing.



          (f) The parties signatory to the Acknowledgment and Consent delivered pursuant to Section
2.1(b) of this Amendment constitute all of the Persons who (together with Holdings and the
Borrower) are or are required under the terms of the Loan Documents to be Loan Parties.



 









 





          (g) The written statements and information contained in this Amendment and the other
documents, certificates and statements furnished or made to the Administrative Agent and the
Lenders on or prior to the First Amendment Effective Date by or on behalf of any Loan Party for use
in connection with the transactions contemplated by this Amendment, taken as a whole, do not, as of
the First Amendment Effective Date, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained therein not materially
misleading.



          (h) Each of Holdings and the Borrower has all requisite corporate power and authority to enter
into this Amendment and to carry out the transactions contemplated by, and perform its obligations
under, this Amendment and the Credit Agreement as amended by this Amendment.



          (i) As of the First Amendment Effective Date (and giving effect to this Amendment), no event
has occurred and is continuing or will result from the consummation of the transactions
contemplated by this Amendment or the Credit Agreement as amended by this Amendment that would
constitute an Event of Default or a Default.



          (j) From the time of the release by the Borrower of the First Quarter Earnings Report to and
including the First Amendment Effective Date, Holdings and the Borrower (i) had and have no
knowledge, after reasonable inquiry, of the existence of any event or circumstance (actual or
contingent), individually or in the aggregate, that will or would reasonably be expected to give
rise to a mandatory prepayment of the Loans pursuant to Section 2.11 of the Credit Agreement (other
than the accrual of Excess Cash Flow in the ordinary course) and (ii) had and have no Material
Information with respect to Holdings, Borrower or any of their respective Subsidiaries or
securities that had not been disclosed to the Administrative Agent for the benefit of the Lenders
or to the public at or before the time of issuance of the First Quarter Earnings Report. “Material
Information” shall mean disclosure of the occurrence of a material effect, or any event or
condition that, individually or in the aggregate, has had or could reasonably be expected to have a
material effect (in each case whether positive or negative), on (1) the business, property,
operations, condition, liabilities (contingent or otherwise) or prospects of the Borrower and its
Subsidiaries, taken as a whole, (2) the ability of the Borrower or its Subsidiaries to perform
their obligations under the Credit Documents or (3) the rights or remedies available to the Agent
and the Lenders under the Credit Documents.



SECTION 4. CONSENT OF LENDERS




     4.1 The Lenders hereby consent to the transactions described in Section 1 notwithstanding
anything to the contrary in the Credit Agreement and hereby waive the requirements of any provision
of the Credit Agreement that might otherwise result in a Default or Event of Default as a result of
any Discounted Voluntary Prepayment or Permitted Loan Purchase.



     4.2 This Amendment shall neither (i) require the Borrower to undertake any Discounted
Voluntary Prepayment nor (ii) limit or restrict the Borrower from making voluntary prepayments of
the Loans in accordance with the other provisions of the Credit Agreement.



SECTION 5. MISCELLANEOUS




     5.1 Headings. Section headings used herein are for convenience of reference only, are
not part of this Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.



     5.2 Execution in Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which, when taken together,
shall constitute but one contract, and shall become effective as provided in Section 2. Delivery of
an executed counterpart to this Agreement by facsimile transmission (or other electronic
transmission pursuant to procedures approved by the Administrative Agent) shall be as effective as
delivery of a manually signed original.



 









 





     5.3 Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.



     5.4 Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF
THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.



     5.5 Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States of America sitting
in New York City, and any appellate court from any thereof (collectively, “New York Courts”), in
any action or proceeding arising out of or relating to this Amendment, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in
such New York State or, to the extent permitted by law, in such federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Amendment shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Amendment in the courts of any jurisdiction, except that each
of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court
other than New York Courts (it being acknowledged and agreed by the parties hereto that any other
forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who
would be affected by any such action or proceeding have contacts with the State of New York than
any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in
any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other
affirmative relief, except to the extent that the failure to assert the same will preclude such
Loan Party from asserting or seeking the same in the New York Courts.



     (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or the other Loan Documents in any New York State or federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.



     5.6 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AMENDMENT IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.



     5.7 Entire Agreement. This Amendment constitutes the entire understanding among the
parties hereto with respect to the subject matter hereof and supersedes any prior agreements,
written or oral, with respect thereto. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



     5.8 Fees and Expenses. The Borrower agrees to pay all reasonable out-of-pocket
expenses incurred by the Administrative Agent in connection with the preparation, negotiation,
execution,



 









 







delivery and enforcement of this Amendment and the other documents and instruments referred to
herein or contemplated hereby, including, but not limited to, the fees and disbursements of Fried
Frank, counsel to the Administrative Agent.



     5.9 Loan Document Pursuant to Credit Agreement. This Amendment is a Loan Document
executed pursuant to the Credit Agreement and shall be construed, administered and applied in
accordance with all of the terms and provisions of the Credit Agreement (and, following the date
hereof, the Credit Agreement, as amended hereby).



     5.10 Effects of this Amendment.



          (a) On the First Amendment Effective Date, the Credit Agreement will be automatically amended
to reflect the amendments thereto provided for in this Amendment. The rights and obligations of
the parties hereto shall be governed (i) prior to the First Amendment Effective Date, by the Credit
Agreement and (ii) on and after the First Amendment Effective Date, by the Credit Agreement as
amended by this First Amendment. Once the First Amendment Effective Date has occurred, all
references to the Credit Agreement in any document, instrument, agreement, or writing shall be
deemed to refer to the Credit Agreement as amended by this First Amendment.




          (b) Other than as specifically provided herein, this First Amendment shall not operate as a
waiver or amendment of any right, power or privilege of the Administrative Agent or any Lender
under the Credit Agreement or any other Loan Document or of any other term or condition of the
Credit Agreement or any other Loan Document, nor shall the entering into of this First Amendment
preclude the Administrative Agent and/or any Lender from refusing to enter into any further waivers
or amendments with respect thereto. This First Amendment is not intended by any of the parties
hereto to be interpreted as a course of dealing which would in any way impair the rights or
remedies of the Administrative Agent or any Lender except as expressly stated herein, and no Lender
shall have any obligation to extend credit to the Borrower other than pursuant to the strict terms
of the Credit Agreement and the other Loan Documents, as amended or supplemented to date (including
by means of this First Amendment).




[Signature Pages Follow]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers and members thereunto duly authorized, as of the date indicated above.



	 	 	 	 	 
	 	NORANDA ALUMINUM HOLDING CORPORATION

 	 
	 	 	/s/ Kyle D. Lorentzen
 	 
	 	 	Kyle D. Lorentzen 	 
	 	 	Chief Financial Officer 	 
	 
	 	NORANDA ALUMINUM ACQUISITION CORPORATION

 	 
	 	 	/s/ Kyle D. Lorentzen
 	 
	 	 	Kyle D. Lorentzen 	 
	 	 	Chief Financial Officer 	 
	 




 









 





	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL CORPORATION, 

as Administrative Agent and Lender

 	 
	 	 	/s/ Don Burkitt
 	 
	 	 	Don Burkitt 	 
	 	 	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	[                                        ], as Lender

 	 
	 	 	/s/ [signatures of lenders]
 	 
	 	 	[Name of Lenders] 	 
	 	 	[Titles of lenders]