loan-amend1.htm


    AMENDMENT
No. 1 TO LOAN AND SECURITY AGREEMENT

    


    THIS AMENDMENT No. 1 TO LOAN AND
SECURITY AGREEMENT (this “Amendment”), dated as
of February 22, 2007, is entered into among the Lenders party hereto, the
Borrowers party hereto, and Bank of America, N.A., in its capacity as Agent (the
“Agent”), under
that certain Loan and Security Agreement, dated as of September 19, 2005, among
the Agent, the Lenders party thereto from time to time, and the Borrowers (as
amended, restated, supplemented, or otherwise modified from time to time, the
“Loan
Agreement”).  Capitalized terms used in this Amendment and not
otherwise specifically defined herein have the meanings assigned to them in the
Loan Agreement.

    


               WHEREAS,
pursuant to the Loan Agreement and subject to the terms and conditions set forth
therein, the Lenders have agreed to make the Loans and other financial
accommodations to the Borrowers;

    


    WHEREAS,
subsection 8.2.2 of the Loan Agreement provides, among other things, that the
Borrowers shall not, unless otherwise consented to by Majority Lenders in
writing in accordance with subsection 12.2.1 of the Loan Agreement, create,
incur, assume, or suffer to exist any Indebtedness, except as permitted by
subsection 8.2.2;

    


    WHEREAS,
Borrower Representative has informed Agent that it believes that clause (x) of
subsection 8.2.2 contains a drafting error and that the Loan Agreement should be
amended to accurately reflect the agreement of the parties to the Loan
Agreement; and

    


               WHEREAS,
the Lenders are willing to amend the Loan Agreement on the terms and subject to
the conditions set forth herein;

    


               NOW,
THEREFORE, on the terms and subject to the conditions set forth herein, the
Lenders, the Borrowers, and the Agent hereby agree as follows:

     

    
      	
              1.  

            	
              Clause
      (x) of subsection 8.2.2 of the Loan Agreement is hereby deleted and
      replaced in its entirety as
follows:

            


    

     

     

    “Indebtedness
to the extent not included in clauses (i) through (ix) above, which is permitted
“Debt” under Section 4.06 of the Indenture as in effect on the date of this
Agreement; and”

     

     

    
      	
              2.  

            	
              This
      Amendment shall be effective as of the date hereof (the “Effective
      Date”), but only upon the satisfaction of the following conditions
      precedent:

            


    

     

     

    
      	
              (a)  

            	
              Agent
      shall have received a duly executed copy of this Amendment from each of
      the Borrowers and the Majority
Lenders.

            


    

     

     

    
      	
              (b)  

            	
              The
      representations and warranties of the Borrowers and Guarantors set forth
      in each of the Loan Documents shall be true and correct in all material
      respects on and as of the Effective Date with the same effect as though
      made on and as of such date (except to the extent such representations and
      warranties by their terms expressly relate to an earlier date, in which
      case such representations and warranties shall have been true and correct,
      in all material respects, as of such earlier
  date).

            


    

     

     

    
      	
              (c)  

            	
              No
      Default or Event of Default shall have occurred and be continuing as of
      the Effective Date.

            


    

     

     

    
      	
              (d)  

            	
              The
      Borrowers shall have paid the costs, fees and expenses referred to in
      Section 3
      hereof.

            


    

     

     

    
      	
              3.  

            	
              The
      Borrowers jointly and severally agree to reimburse the Agent upon demand
      for all reasonable and documented costs, fees and expenses (including the
      reasonable fees and expenses of counsel to the Agent) incurred in
      connection with the preparation, execution and delivery of this
      Amendment.

            


    

     

     

    
      	
              4.  

            	
              The
      amendments set forth herein are effective solely for the purposes set
      forth herein and shall be limited precisely as written, and shall not be
      deemed to (i) be a consent to, or acknowledgment of, any amendment, waiver
      or modification of any other term or condition of the Loan Agreement or of
      any other instrument or agreement referred to herein or therein or (ii)
      prejudice any right or remedy which the Agent or any other party may now
      have or may have in the future under or in connection with the Loan
      Agreement as amended hereby or any other instrument or agreement referred
      to therein.  This Amendment is a Loan Document executed pursuant
      to the Loan Agreement and shall be construed in connection with and as
      part of the Loan Agreement, and all terms, conditions, representations,
      warranties, covenants and agreements set forth in the Loan Agreement, each
      other Loan Document and each other instrument or agreement referred to
      therein, except as herein amended, are hereby ratified and confirmed and
      shall remain in full force and effect.  Neither this Amendment
      nor the replacement of the terms of the Loan Agreement by the terms of
      this Amendment shall extinguish the obligations for the payment of money
      outstanding under the Loan Agreement or discharge or release the Lien or
      priority of any security agreement, pledge agreement, or other security
      therefor.  Nothing herein contained shall be construed as a
      substitution or novation of the Obligations outstanding under the Loan
      Agreement or instruments securing the same, which shall remain in full
      force and effect, except as modified
hereby.

            


    

     

     

    
      	
              5.  

            	
              To
      induce Agent and each Lender to enter into this Amendment, Borrowers
      represent and warrant to Agent and each Lender, on a joint and several
      basis, that: (a) the execution, delivery and performance by each Borrower
      of this Amendment have been duly authorized by all necessary corporate or
      other relevant action and do not and will not:  (i) contravene,
      violate or result in a breach of or default under (A) any Borrower’s
      charter, articles or certificate of incorporation, certificate of
      formation, bylaws, limited liability company or partnership agreement, or
      other organizational documents (as the case may be), (B) any provision of
      any law, rule, regulation, order of any Governmental Authority, writ,
      judgment, injunction, decree, determination or award in effect having
      applicability to such Borrower, the violation of which would reasonably be
      expected to have a Material Adverse Effect, or (C) any indenture or loan
      or credit agreement or any other agreement, lease or instrument binding on
      a Loan Party or its Properties, the breach of or default under which would
      reasonably be expected to have a Material Adverse Effect; or (ii) result
      in, or require, the creation or imposition of any Lien (other than
      Permitted Liens) upon or with respect to any of the Collateral now owned
      or hereafter acquired by such Loan Party; and (b) this Amendment and the
      Loan Agreement as amended hereby are legal, valid and binding obligations
      of each Borrower, enforceable against it in accordance with its respective
      terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, fraudulent conveyance, or
      fraudulent transfer laws, or other similar laws affecting creditors’
      rights generally, and by general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law).

            


    

     

     

    
      	
              6.  

            	
              This
      Amendment may be executed in any number of counterparts and by different
      parties hereto in separate counterparts, each of which when so executed
      and delivered shall be deemed to be an original and all of which
      counterparts taken together shall constitute but one and the same
      instrument.

            


    

     

     

    
      	
              7.  

            	
              Wherever
      possible, each provision of this Amendment shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any
      provision of this Amendment shall be prohibited by or invalid under
      applicable law, such provision shall be ineffective only to the extent of
      such prohibition or invalidity, without invalidating the remainder of such
      provision or the remaining provisions of this
  Amendment.

            


    

     

     

    
      	
              8.  

            	
              THIS
      AMENDMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED IN AND SHALL BE
      DEEMED TO HAVE BEEN MADE IN NEW YORK, NY.  THIS AMENDMENT SHALL
      BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      NEW YORK.

            


    

     

          [REMAINDER
OF PAGE INTENTIONALLY BLANK]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Amendment has been duly executed on the day and year
specified at the beginning hereof.


    
      	
              BORROWERS

               

            
	
              NSA
      GNERAL PARTNERSHIP

               

            
	
              By:

            	
              CENTURY
      KENTUCKY INC.

            
	
              Its:

            	
              General
      Partner

            
	 
      	 
      	 
      
	
              By:

            	
              /s/ Michelle
      Lair                                                 

            
	 
      	
              Name:

            	
              Michelle
      Lair

            
	 
      	
              Title:

            	
              VP
      & Treasurer

            


    

    


    
      	
              By:

            	
              SKYLINER
      LLC

            
	
              Its:

            	
              General
      Partner

            
	 
      	 
      	 
      
	
              By:

            	
              /s/ Michelle Lair                                                  

            
	 
      	
              Name:

            	
              Michelle
      Lair

            
	 
      	
              Title:

            	
              VP
      & Treasurer

            


    

     

    
 

    
      	
              CENTURY
      ALUMINUM COMPANY

            
	
               

              By:

            	
               

              /s/ Michelle
      Lair                                                  

            
	 
      	
              Name:

            	
              Michelle
      Lair

            
	 
      	
              Title:

            	
              VP
      & Treasurer

            


    

     

    
 

    
      	
              BERKELEY
      ALUMINUM INC.

            
	
               

              By:

            	
               

              /s/ Michelle
      Lair                                                  

            
	 
      	
              Name:

            	
              Michelle
      Lair

            
	 
      	
              Title:

            	
              VP
      & Treasurer

            


    

     

    
 

    
      	
              CENTURY
      ALUMINUM OF WEST VIRGINIA, INC.

            
	
               

              By:

            	
               

              /s/ Michelle
      Lair                                                  

            
	 
      	
              Name:

            	
              Michelle
      Lair

            
	 
      	
              Title:

            	
              VP
      & Treasurer

            


    

     

    
 

    
      	
              CENTURY
      KENTUCKY, INC.

            
	
               

              By:

            	
               

              /s/ Michelle
      Lair                                                  

            
	 
      	
              Name:

            	
              Michelle
      Lair

            
	 
      	
              Title:

            	
              VP
      & Treasurer

            


    

     

     

    
      	
              CENTURY
      ALUMINUM OF KENTUCKY GENERAL PARTNERSHIP

            
	
              By:

            	
              METALSCO
      LLC

            
	
              Its:

            	
              General
      Partner

            
	 
      	 
      	 
      
	
              By:

            	
              /s/ Michelle
      Lair                                                  

            
	 
      	
              Name:

            	
              Michelle
      Lair

            
	 
      	
              Title:

            	
              VP
      & Treasurer

            


    

    


    
      	
              By:

            	
              SKYLINER
      LLC

            
	
              Its:

            	
              General
      Partner

            
	 
      	 
      	 
      
	
              By:

            	
              /s/ Michelle
      Lair                                                  

            
	 
      	
              Name:

            	
              Michelle
      Lair

            
	 
      	
              Title:

            	
              VP
      & Treasurer

            


    

     

    
 

    
      	
              BANK
      OF AMERICA N.A.

            
	
                as Agent and
      as a Lender

            
	
               

              By:

            	
               

              /s/
      Robert T.
      Lund                                                  

            
	 
      	
              Name:

            	
              Robert
      T. Lund

            
	 
      	
              Title:

            	
              Senior
      Vice President

            


    

     

    
 

    
      	
              CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH

            
	
               

              By:

            	
               

              /s/ Alain
      Daoust                                                  

            
	 
      	
              Name:

            	
              Alain
      Daoust

            
	 
      	
              Title:

            	
              Director

            
	
               

              By:

            	
               

              /s/
      Denise L. Alvarez

            
	 
      	
              Name:

            	
              Denise
      L. Alvarez

            
	 
      	
              Title:

            	
              Associate

            


    

    


    


    
      	
              CITIBANK,
      N.A.

            
	
                as Agent and
      as a Lender

            
	
               

              By:

            	
               

              /s/ Raymond G.
      Dunning                                                      

            
	 
      	
              Name:

            	
              Raymond
      G. Dunning

            
	 
      	
              Title:

            	
              Vice
      President

            


    

     

    
 

    
      	
              JPMORGAN
      CHASE BANK, N.A.

            
	
               

              By:

            	
               

              /s/ Mark
      Cuccinello                                                  

            
	 
      	
              Name:

            	
              Mark
      Cuccinello

            
	 
      	
              Title:

            	
              Vice
      President

            


    

     

    
 

    
      	
              WACHOVIA
      CAPITAL FINANCE CORPORATION (WESTERN)

            
	
                as Agent and
      as a Lender

            
	
               

              By:

            	
               

              /s/ D.B.
      Laughton                                                  

            
	 
      	
              Name:

            	
              D.B.
      Laughton

            
	 
      	
              Title:

            	
              Managing
      Director

            
	
               

               

              By:

            	
               

               

              /s/ D.B.
      Laughton                                                  

            
	 
      	
              Name:

            	
              D.B.
      Laughton

            
	 
      	
              Title:

            	
              Managing
      Director