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                                                                    Exhibit 10.2

                              DEPARTMENT OF ENERGY
[SEAL]                   Bonneville Power Administration
                                  P.O. Box 3621
                           Portland, Oregon 97208-3621
                                                             POWER BUSINESS LINE



June 28, 2001

In reply refer to:  PTS

                                                         Amendment No. 1
                                                         Contract No. 01PB-10758
                                                         REMARKETING ADDENDUM
                                                         TO THE 1996 AGREEMENTS

Mr. Brett Wilcox
Golden Northwest Aluminum, Inc.
Goldendale Aluminum Company
Northwest Aluminum Company

Dear Mr. Wilcox:

This letter agreement (Amendment No. 1) constitutes an amendment to Contract No.
01PB-10758 (Addendum) among the Bonneville Power Administration (BPA), Golden
Northwest Aluminum, Inc. (Golden Northwest), Goldendale Aluminum Company (GAC),
and Northwest Aluminum Company (NAC). Capitalized terms not defined in this
Amendment No. 1 shall be as defined in the Addendum. GAC and NAC are
collectively referred to as the "Companies."

The Companies have agreed to contract for the purchase of power from Northwest
Energy Development, LLC (Northwest Energy), which has agreed to develop certain
conventional and renewable resources to provide power (the "Power Projects"), as
provided in the Plan and Agreement for Construction of Resources to Provide
Power for Future Operations of Goldendale Aluminum Company and Northwest
Aluminum Company (the "MOU").


Accordingly, BPA, Golden Northwest, GAC, and NAC agree:

       1.     EFFECTIVE DATE AND TERM. This Amendment No. 1 takes effect on the
              date signed by the Parties, and shall continue in effect until
              October 1, 2006.


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       2.     AMENDMENT OF ADDENDUM. The Addendum is amended as follows:

              A new section 6(f) is added as follows:

              "(f)   Escrow

                     (1)    A portion of the Excess Federal Power revenues under
                            Contract No. 01PB-23298, as amended, shall be
                            delivered by the purchaser of such Excess Federal
                            Power (the aggregate amount so delivered, the
                            "Deposited Amount") to a financial institution (the
                            "Escrow Agent") to be held in an escrow account (the
                            "Escrow") until October 1, 2006 (the "Termination
                            Date") on terms and subject to conditions set forth
                            in an escrow agreement, Contract No. 01PB-11015 (the
                            "Escrow Agreement"), approved by the Parties.

                     (2)    BPA's obligation pursuant to sections 6(c) and 6(d)
                            of the Addendum to pay Net Proceeds to the Companies
                            or their respective designees shall, with respect to
                            the Deposited Amount, be suspended until the
                            Termination Date.

                     (3)    The Escrow will be invested by the Escrow Agent in
                            certain investments described in the Escrow
                            Agreement (the "Permitted Investments"), including
                            notes issued by Northwest Energy (the "Notes"). No
                            investment in any Note will be made unless the
                            Escrow Agent shall have received BPA's written
                            authorization. BPA shall authorize the investment in
                            any Note upon receipt by BPA from Northwest Energy
                            of documentation reasonably acceptable to BPA that
                            evidences the proposed application of the proceeds
                            of such Note for expenditures or costs of Power
                            Projects. As provided in the Escrow Agreement, all
                            Permitted Investments will be liquidated by the
                            Escrow Agent on or immediately prior to the
                            Termination Date.

                     (4)    Upon disbursement to BPA of all funds then held in
                            the Escrow Account, an amount equal to the sum of
                            the Deposited Amount, (net of any costs and fees
                            that, on the Termination Date, are deducted by the
                            Escrow Agent pursuant to the Escrow Agreement from
                            funds other than investment earnings on the
                            Deposited Amount), plus BPA's avoided interest cost
                            on the Deposited Amount (reduced by the face amount
                            of any unpaid Notes, plus accrued and unpaid
                            interest thereon) will thereafter be held by BPA for
                            application pursuant to sections 6(c) and 6(d) of
                            this Addendum.


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                     (5)    The liquidation by the Escrow Agent of any unpaid
                            Notes, as provided in the Escrow Agreement, shall be
                            deemed to be a payment to the Companies of Net
                            Proceeds under sections 6(c) and 6(d) of this
                            Addendum and, as a result, the amount of Net
                            Proceeds available for payment pursuant to such
                            sections 6(c) and 6(d) shall be irrevocably reduced
                            dollar for dollar by such amount."

If the foregoing terms are acceptable, please sign both originals and return one
original of this Amendment to me. The remaining original is for your files.


                                        Sincerely,




                                        Account Executive

                                        Name          Scott K. Wilson
                                            ------------------------------------
                                        (Print/Type)


ACCEPTED:

NORTHWEST ALUMINUM COMPANY              GOLDEN ALUMINUM COMPANY


By    /s/ BRETT WILCOX                  By     /s/ BRETT WILCOX
     ------------------------------           ----------------------------------

Name  Brett Wilcox                      Name   Brett Wilcox
     ------------------------------           ----------------------------------
(Print/Type)                            (Print/Type)

Title President                         Title  President
     ------------------------------           ----------------------------------

Date  June 28, 2001                     Date   June 28, 2001
     ------------------------------           ----------------------------------


GOLDENDALE NORTHWEST ALUMINUM, INC.


By    /s/ BRETT WILCOX
     ------------------------------

Name  Brett Wilcox
     ------------------------------
(Print/Type)

Title President
     ------------------------------

Date  June 28, 2001
     ------------------------------