2014.12.31 Q4 Ex 10.3


EXHIBIT 10.3


SECOND AMENDMENT 
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of January 15, 2014, by and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, "Agent"), CENTURY ALUMINUM COMPANY, a Delaware corporation ("Century"), BERKELEY ALUMINUM, INC., a Delaware corporation ("Berkeley Aluminum"), CENTURY ALUMINUM OF WEST VIRGINIA, INC., a Delaware corporation ("Century West Virginia"), CENTURY ALUMINUM OF KENTUCKY GENERAL PARTNERSHIP, a Kentucky general partnership ("Century of Kentucky GP"), NSA GENERAL PARTNERSHIP, a Kentucky general partnership ("NSA"), and CENTURY ALUMINUM SEBREE LLC, a Delaware limited liability company ("Century Sebree"; and together with Century, Berkeley Aluminum, Century West Virginia, Century of Kentucky GP and NSA, each a "Borrower" and collectively the "Borrowers"). 
WHEREAS, Borrowers, Agent, and Lenders are parties to that certain Amended and Restated Loan and Security Agreement dated as of May 24, 2013 (as amended, modified or supplemented from time to time, the "Loan Agreement");
WHEREAS, Borrowers, Agent and Lenders have agreed to amend the Loan Agreement in certain respects, subject to the terms and conditions contained herein.
NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
1.Defined Terms.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Loan Agreement.
2.    Amendments to Loan Agreement.  Subject to the satisfaction of the conditions set forth in Section 4 below and in reliance upon the representations and warranties of Borrowers set forth in Section 5 below, the Loan Agreement is amended as follows: 
(a)    The defined term "Unused Letter of Credit Subfacility" set forth in Appendix A of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
Unused Letter of Credit Subfacility – at any time, an amount equal to $80,000,000 minus the LC Exposure at such time; provided, that solely during the period commencing on January 15, 2014 and ending on March 31, 2014, Unused Letter of Credit Subfacility shall mean an amount equal to $105,000,000 minus the LC Exposure at such time.
3.    Ratification; Other Agreements.  This Amendment, subject to satisfaction of the conditions provided below, shall constitute an amendment to the Loan Agreement and all of the Loan Documents as appropriate to express the agreements contained herein.  In all other respects, the Loan Agreement and the Loan Documents shall remain unchanged and in full force and effect in accordance with their original terms.







4.    Conditions to Effectiveness.  This Amendment shall become effective as of the date hereof and upon the satisfaction of the following conditions precedent:
(a)    Agent shall have received a copy of this Amendment executed by each Borrower, Agent, Issuing Lender and Majority Lenders, together with the consent and reaffirmation attached hereto executed by each Guarantor; and
(b)    no Default or Event of Default shall exist on the date hereof or as of the date of the effectiveness of this Amendment.
5.    Representations and Warranties.  In order to induce Agent and Lenders to enter into this Amendment, each Borrower hereby represents and warrants to Agent and Lenders, after giving effect to this Amendment:
(a)    the representations and warranties set forth in each of the Loan Documents are true and correct in all material respects on and as of the Closing Date and on and as of the date hereof with the same effect as though made on and as of the date hereof (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);
(b)    no Default or Event of Default exists; and
(c)    the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate or other relevant action on the part of such Borrower.
6.    Miscellaneous.
(a)    Expenses.  Borrowers agree to pay on demand all reasonable and documented out-of-pocket costs and expenses of Agent (including legal fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith.  All obligations provided in this Section 6(a) shall survive any termination of this Amendment and the Loan Agreement as amended hereby.
(b)    Governing Law.  This Amendment shall be a contract made under and governed by the internal laws of the State of New York.
(c)    Counterparts.  This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.
[Signature Pages Follow]



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


	
			
	BORROWERS: 
 
CENTURY ALUMINUM COMPANY 


	By:
	  /s/ Michelle Harrison

	 
	Name:
	  Michelle Harrison

	 
	Title:
	  Treasurer






	
			
	BERKELEY ALUMINUM, INC. 

	By:
	  /s/ Michelle Harrison

	 
	Name:
	  Michelle Harrison

	 
	Title:
	  Treasurer






	
			
	CENTURY ALUMINUM OF WEST VIRGINIA, INC. 


	By:
	  /s/ Michelle Harrison

	 
	Name:
	  Michelle Harrison

	 
	Title:
	  Treasurer






	
			
	CENTURY ALUMINUM OF KENTUCKY GENERAL PARTNERSHIP 
 
By:    METALSCO LLC, its Managing Partner 


	By:
	  /s/ Michelle Harrison

	 
	Name:
	  Michelle Harrison

	 
	Title:
	  Treasurer

















Signature Page to Second Amendment to Amended and Restated Loan and Security Agreement








	
			
	NSA GENERAL PARTNERSHIP 
 
By:   CENTURY KENTUCKY, INC., 
   its Managing Partner



	By:
	  /s/ Michelle Harrison

	 
	Name:
	  Michelle Harrison

	 
	Title:
	  Treasurer






	
			
	CENTURY ALUMINUM SEBREE LLC 


	By:
	  /s/ Michelle Harrison

	 
	Name:
	  Michelle Harrison

	 
	Title:
	  Treasurer











Signature Page to Second Amendment to Amended and Restated Loan and Security Agreement










	
			
	AGENT AND LENDERS: 
 
WELLS FARGO CAPITAL FINANCE, LLC, 
as Agent, as Issuing Lender and as a Lender



	By:
	  /s/ Paras Shah

	 
	Name:
	  Paras Shah

	 
	Title:
	  Vice President









Signature Page to Second Amendment to Amended and Restated Loan and Security Agreement








CONSENT AND REAFFIRMATION


Each of the undersigned (collectively, the "Guarantors") hereby (i) acknowledges receipt of a copy of the foregoing Second Amendment to Amended and Restated Credit Agreement (the "Amendment"; terms defined therein and used, but not otherwise defined, herein shall have the meanings assigned to them therein); (ii) consents to each Borrower's execution and delivery thereof; (iii) acknowledges and agrees to the terms of the Amendment as if it were a signatory thereto; and (iv) except as specifically provided therein, affirms that nothing contained therein shall modify in any respect whatsoever its respective guaranty of the obligations of each Borrower to Agent and Lenders pursuant to the terms of the Guaranty Agreements executed in favor of Agent and Lenders, and reaffirms that each Guaranty Agreement is and shall continue to remain in full force and effect.  Although Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each Guarantor understands that Agent and Lenders have no obligation to inform Guarantors of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a duty.
[signature page follows]













	
			
	METALSCO, LLC,  
a Georgia limited liability company 


	By:
	  /s/ Michelle Harrison

	 
	Name:
	  Michelle Harrison

	 
	Title:
	  Treasurer

	 

	SKYLINER, LLC,  
a Delaware limited liability company 


	By:
	  /s/ Michelle Harrison

	 
	Name:
	  Michelle Harrison

	 
	Title:
	  Treasurer

	 

	CENTURY KENTUCKY, INC.,  
a Delaware corporation 


	By:
	  /s/ Michelle Harrison

	 
	Name:
	  Michelle Harrison

	 
	Title:
	  Treasurer

	 

	CENTURY MARKETER LLC,  
a Delaware limited liability company 


	By:
	  /s/ Michelle Harrison

	 
	Name:
	  Michelle Harrison

	 
	Title:
	  Treasurer

	 









Signature Page to Consent and Reaffirmation