EX-10.15






Exhibit 10.15




AGREEMENT




     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.



     WHEREAS, Noranda operates an aluminum smelter near or about New Madrid, Missouri, and in
operating said facility requires electricity and related services; and,



     WHEREAS, AmerenUE is a public utility selling and delivering electricity and related services
in a service territory in the State of Missouri; and,



     WHEREAS, Noranda is desirous of purchasing electricity and related services from AmerenUE,
subject to certain terms and conditions as expressed below; and,



     WHEREAS, AmerenUE is willing to sell and deliver electricity and related services to Noranda,
subject to certain terms and conditions as expressed below; and



     WHEREAS, AmerenUE and Noranda entered into a Letter of Intent on October 14, 2004, expressing
their intent and desire to reach this Agreement; and to have this Agreement be the full and
complete understanding of the Parties, and



     NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged by each of the Parties, the Parties agree as follows:




	 	1.	 	LTS Tariff And Electric Service Agreement.






	 	A.	 	Noranda agrees to take capacity and energy from AmerenUE under
the rates, terms and conditions of a proposed Missouri Large Transmission
Service (“LTS”) tariff and in accord with the accompanying Electric Service
Agreement (“ESA”), as set forth in Exhibit A attached hereto and incorporated
by reference. Regulatory approval of the LTS tariff as described in Exhibit A
is a condition precedent to AmerenUE providing service to Noranda.
	 
	 	B.	 	Exhibit A shall not be modified, amended, or waived in full or
in part in any manner unless agreed to by the Parties, and any such agreement
shall be in writing.
	 
	 	C.	 	Noranda and AmerenUE agree to cooperate and in good faith seek
regulatory approval of the LTS tariff.






	 	2.	 	Metro East Transfer And CTG Acquisitions. AmerenUE’s obligation to initiate
service hereunder is conditioned upon (i) receipt of all regulatory approvals with
respect to the Metro East Service area transfer pending before the Missouri Public
Service Commission (“MoPSC”) in Case No. EO-2004-0108 and acquisitions of the Kinmundy
and Pinckneyville CTGs, to AmerenUE’s satisfaction in its sole discretion, and (ii)
AmerenUE completing the transfer of its




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	 	 	 	Metro East Service area to AmerenCIPS by June 1, 2005, and completing the purchase
of the Kinmundy and Pinckneyville CTGs from Ameren Energy Generating Company by June
1, 2005.
	 
	 	3.	 	MoPSC Approval To Extend AmerenUE Service Territory And Additional Regulatory
Assurances. AmerenUE’s obligations hereunder, including without limitation its
obligations as provided for by Exhibit A, are conditioned upon AmerenUE receiving an
order satisfactory to AmerenUE in its sole discretion, from the MoPSC, granting
AmerenUE a certificate of public convenience and necessity extending its Missouri
service area to incorporate Noranda’s New Madrid premises, such that AmerenUE has the
obligation to provide electric service under Missouri law to Noranda under the LTS
tariff. AmerenUE and Noranda shall endeavor to obtain such an order not later than
March 15, 2005.
	 
	 	4.	 	Exclusive Supplier. In the event that all regulatory approvals are received
and all conditions as otherwise required are met and the MoPSC issues an order as
provided in Paragraphs 2 and 3 above, and, on or before April 22, 2005, AmerenUE
notifies Noranda pursuant to Paragraph 6 below that all necessary regulatory assurances
and approvals referred to therein are sufficient, Noranda commits to purchase all of
the electrical requirements for its aforementioned aluminum smelter near New Madrid,
Missouri, including energy losses incurred in order to deliver such electricity from
AmerenUE, for the entirety of the Term regardless of the rate or tariff under which
Noranda is taking service from AmerenUE. Noranda further agrees, subject to the above
conditions, to relinquish whatever rights or entitlement it has under law (including
but not limited to Section. 91.026 RSMo as now in effect or as may be amended from time
to time), rule, regulation, or tariff, to purchase, acquire or take delivery of power
and energy from other electrical providers during the Term. If AmerenUE does not
timely give Noranda the notice provided for above, this Agreement shall be void, and
the parties shall have no further obligations hereunder,
	 
	 	5.	 	Term. Noranda agrees to take service from AmerenUE initially pursuant to the
terms and conditions of the LTS tariff in Exhibit A, and then pursuant to the LTS
tariff or another applicable rate or tariff as subsequently approved by the MoPSC in a
later rate proceeding, for a period under such rates of fifteen (15) years, such period
to commence when Noranda begins taking service under the attached LTS tariff and ESA.
The Term shall automatically be extended in one-year increments unless or until the
Agreement is terminated at the end of the Term or any annual extension thereof by a
written notice of termination given by either Party and received not later than five
years prior to the date of termination.
	 
	 	6.	 	Other Regulatory Assurances. AmerenUE’s obligations hereunder, including
without limitation its obligations as provided for by Exhibit A, are conditioned upon
receipt of the regulatory assurances described in Paragraphs 2 and 3 above and any
related Federal Energy Regulatory Commission (“FERC”) approval(s), and a determination
by AmerenUE, in its sole discretion, that such regulatory assurances and FERC
approval(s) are sufficient. AmerenUE shall notify Noranda




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	 	 	 	in writing of any determination of sufficiency under this Paragraph immediately upon
its decision, but in no event later than 30 days after the MoPSC and FERC issue
their final orders addressing the subject matter of this Agreement.
	 
	 	7.	 	Enforceability. In the event that any provision of this Agreement shall be
held by any court of competent jurisdiction to be illegal, void or unenforceable as
applied in any particular circumstance, its illegality or unenforceability in such
circumstance shall neither affect nor impair the enforceability of such provision in
any other circumstance or impair the enforceability of any provision of this Agreement
to the maximum extent permitted by applicable law.
	 
	 	8.	 	Modification. The terms of this Agreement may not be amended, modified or
waived except by an instrument in writing signed by both Parties.
	 
	 	9.	 	Signed Counterparts. This Agreement may be signed in separate counterparts,
each of which shall be binding on the Parties who are signatory to a counterpart.
	 
	 	10.	 	Final Agreement. This Agreement is intended to supersede and control with
respect to the Parties’ understanding irrespective of the Letter of Intent and any
prior oral agreement.
	 
	 	11.	 	Limitation Of Damages. No Party (or any affiliate thereof) shall be liable to
the other Party (or any affiliate thereof) for indirect, consequential, special,
incidental, or punitive damages of any kind or nature whatsoever in connection with
this Agreement.
	 
	 	12.	 	Assignment. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors and permitted assigns. Noranda shall not
assign or transfer its rights or obligations under this Agreement, by operation of law
or otherwise, without the prior written consent of AmerenUE, which consent shall not be
unreasonably withheld. The Parties expressly agree, however, that a potential
assignee’s failure to satisfy the credit requirements as set forth in the LTS tariff in
Exhibit A shall be reasonable grounds for withholding consent.





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     IN WITNESS THEREOF, the undersigned have executed this Agreement as of the date first above
written.



Noranda Aluminum, Inc.




By  /s/ Keith Gregston                                        

Name Keith Gregston

Title President & General Manager, Noranda Aluminum, Inc. — Primary Division




Union Electric Company d/b/a AmerenUE




By  /s/ Steven R. Sullivan                                        

Name Steven R. Sullivan

Title Senior Vice President Gov’t / Regulatory Policy, General Counsel & Secretary





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Exhibit A to Agreement

Noranda Aluminum, Inc. and Union Electric Company

December 14, 2004




UNION ELECTRIC COMPANY ELECTRIC SERVICE




P. S. C. MO., SCHEDULE NO. ___

ORIGINAL SHEET NO. ___




APPLYING TO MISSOURI SERVICE AREA

SERVICE CLASSIFICATION NO. 12 (M)

LARGE TRANSMISSION SERVICE RATE




Rates Based on Monthly Meter Readings




Summer Rate (Applicable during four (4) monthly billing periods of June through September)



          Customer Charge — per month $210.00



          Demand Charge — per kW of Billing Demand $11.816



          Energy Charge — per kWh $0.02242



          Reactive Charge — $0.24 per kVar



Winter Rate (Applicable during eight (8) monthly billing periods of October through May)



          Customer Charge — per month $210.00



          Demand Charge — per kW of Billing Demand $4.504



          Energy Charge — per kWh $0.01974



          Reactive Charge — $0.24 per kVar



Optional Time-of-Day Adjustments




     Additional Customer Charge — $14.00 per month



	 	 	 	 	 
	Energy Adjustment - per kWh	 	On-Peak Hours(1)	 	Off-Peak Hours(1)
	Summer kWh

	 	+$0.0045
	 	-$0.0025
	 
	Winter kWh

	 	+$0.0020
	 	-$0.0011








 




			
	(1)	 	On-peak and off-peak hours applicable shall be as specified within this service
classification.




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Energy Line Loss Rate. Compensation for Customer’s energy line losses from use of the
transmission system(s) outside Company’s control area shall be in the form of energy solely
supplied by Company to the transmission owner(s) and compensated by payment at a monthly
rate of $0.0325 per kWh after appropriate Rider C adjustment of meter readings.



Annual Contribution Factor. Customer shall pay an Annual Contribution Factor to Company,
calculated as follows:




The Annual Contribution Factor (“ACF”) shall be calculated as of the date of the
completion of each successive 12-month billing period, commencing with the first
annual anniversary date of service to Customer under the rate. In the event the ACF
is eliminated or discontinued prior to the said anniversary date, no Customer
payment is required.


The ACF shall be calculated so as to provide Company an annual net bundled kilowatt-hour
realization to Company of $0.0325/kWh, after appropriate Rider C adjustments to Customer’s monthly
kilowatt-hour and kilowatt meter readings. All energy and compensation due as a result of the
Energy Line Loss and Reactive Charge provisions herein, if any, shall be excluded in the
calculation of the ACF. The ACF shall be eliminated effective upon a Missouri Public Service
Commission (“MoPSC”) order in a Complaint case, rate case proceeding, or any other regulatory
proceeding where Company’s rates for its bundled Service Classifications are changed.





	1.	 	Transmission Service Requirements. Company’s obligation to provide service under this rate
is conditioned upon receipt of approval from the appropriate Regional Transmission
Organization (“RTO”) to incorporate Customer’s load within Company’s Network Integration
Transmission Service agreement without the obligation or requirement that Company construct,
upgrade, or improve any existing or new transmission plant or facilities.
	 
	 	 	Customer shall be responsible for securing firm transmission service throughout the Contract
Term outside of Company’s control area at no cost or charge to Company (except for Energy
Line Losses), if necessary, and Customer agrees to indemnify and hold Company harmless from
all such costs or charges imposed or billed. In any event, Customer shall be responsible
for all costs and charges imposed or billed to Company from an RTO that are based on the
fact that Customer’s load is not directly connected to Company’s system (e.g. Through and
Out rates imposed by the Midwest Independent System Operator, Inc.)
	 
	2.	 	Credit Requirements. A Customer taking service under this rate shall agree to the following
special credit terms and conditions, in addition to those that may be required pursuant to
Company’s rules, regulations, rates or tariffs: Company, upon request and in its sole
discretion, may demand of Customer a security deposit in the form of cash, letter of credit or
surety bond, equal to two times (2x) the highest monthly utility bill from the prior 12-month
period, upon the occurrence of any of the following:





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	 	a.	 	an assignment to Customer or Customer’s parent of a long-term public debt
rating by Moody’s that falls below the rating of Baa3;
	 
	 	b.	 	an assignment to Customer or Customer’s parent of a long-term public debt
rating by Standard & Poor’s that falls below the rating of BBB-;
	 
	 	c.	 	a significant change in ownership, as determined by Company, including but not
limited to a change in ownership or possession of the assets of Customer;
	 
	 	d.	 	the assessment of two (2) late payment charges within any 12 month rolling
period; or
	 
	 	e.	 	Customer makes an assignment for the benefit of creditors, or otherwise becomes
bankrupt or insolvent (however evidenced), in which case Company may pursue other
remedies available in law or equity, including a declaration that the agreement is in
default.






	3.	 	Payments. Bills are due and payable within ten (10) days from date of bill.
	 
	4.	 	Contract Term. A Customer taking service under this rate shall agree to an initial Contract
Term of 15 years. The Contract Term shall be extended in one-year increments unless or until
the contract is terminated at the end of the Contract Term or any annual extension thereof by
a written notice of termination given by either party and received not later than five years
prior to the date of termination. During the Contract Term, a Customer taking service under
this rate agrees that Company shall be the exclusive supplier of power and energy to
Customer’s premises, and waives any right or entitlement by virtue of any law, including but
not limited to Section 91.026 RSMo as it now exists or as amended from time to time, statute,
rule, regulation, or tariff, to purchase, acquire or take delivery of power and energy from
any other person or entity.
	 
	5.	 	Tax Adjustment. Any license, franchise, gross receipts, occupation or similar charge or tax
levied by any taxing authority on the amounts billed hereunder will be so designated and added
as a separate item to bills rendered to customers under the jurisdiction of the taxing
authority.
	 
	6.	 	Rate Application. This rate shall be applicable, at Customer’s request, to any Customer that
1) consumed 3 million MWh in the preceding 12 months, or can demonstrate to the Company’s
satisfaction that it will consume said amount in the next 12 months if historical data are
unavailable, 2) can demonstrate to Company’s satisfaction that such energy was routinely
consumed at a load factor of 98% or higher or that Customer will, in the ordinary course of
its operations, operate at a similar load factor, 3) arranges and pays for transmission
service necessary for the delivery of electricity over the transmission facilities of a third
party, 4) does not require use of Company’s distribution system, excepting Company’s metering
equipment, for service to Customer, and 5) meets all other required terms and conditions of
the rate.




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	7.	 	Character of Service Supplied. Company will supply a standard three-phase alternating
current transmission service voltage. The appropriate adjustments under Rider C will apply;
however, there will be no adjustments under Rider B.
	 
	8.	 	Demand Meters. Company will be responsible for the demand meters which have been installed
for the measurement of demands.
	 
	9.	 	Billing Demand. The billing demand in any month will be the highest demand established
during peak hours or 50% of the highest demand established during off-peak hours, whichever is
highest during the month, but in no event less than 5,000 kilowatts.
	 
	 	 	Peak hours and off-peak hours are defined as follows:
	 
	 	 	Peak hours: 10:00 A.M. to 10:00 P.M., Monday thru Friday.
	 
	 	 	Off-peak hours: All other hours including the entire 24 hours of the following days: New
Year’s Day, Independence Day, Thanksgiving Friday, Good Friday, Labor Day, Christmas Eve
Day, Memorial Day, Thanksgiving Day, Christmas Day.
	 
	 	 	All times stated above apply to the local effective time.
	 
	10.	 	Reactive Charge. The kVar charge specified in this rate shall be applicable to the kilovars
by which the Customer’s average metered kilovars exceed the Customer’s kilovars at an average
power factor of 90% lagging during the billing period. Such average kilovar billing units
shall be determined in accordance with the following formula:





          kVar = (kVarh/kWh – 0.4843)(kW)




where:




          kVar = kilovar billing units




          kVarh = metered kilovarhours




          kWh = metered kilowatthours




          kW = metered kilowatts




          0.4843 = kilovar requirement at 90% lagging power factor.





	 	 	Where in Company’s sole judgment application of the above formula would not be appropriate
to a Customer, an agreement between Company and Customer for the costs or charges associated
with reactive supply facilities may be substituted for said formula.




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	11.	 	Optional Time of Day (“TOD”) Service. Applicable at Customer’s option for all Large
Transmission Service usage, subject to the following provisions:






	 	a.	 	Customer will be transferred to this TOD rate option effective with TOD meter
installation and transferred from this TOD rate option to the applicable non-TOD rate
after the meter is removed.
	 
	 	b.	 	A Customer electing this TOD option shall remain on the option for a minimum
period of 12 months, provided however, that Customer may discontinue this option within
the first 90 days following election subject to the continued payment of the TOD
Customer Charge, in lieu of any other customer charge, for the full 12-month term of
this option.
	 
	 	c.	 	any Customer canceling this TOD option may not thereafter resume billing under
said option for a period of one year following the last billing period on the TOD
option.






	12.	 	General Rules and Regulations. In addition to the above specific rules and regulations, all
of Company’s General Rules and Regulations shall apply to the supply of service under this
rate.






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ELECTRIC SERVICE AGREEMENT




June 1, 2005




To: Union Electric Company d/b/a AmerenUE




     The undersigned (hereinafter called “Customer”) requests Union Electric Company d/b/a AmerenUE
(hereinafter called “Company”) to supply electric service to Customer under the following terms:




			
	First:	 	Company to supply and Customer to take and pay for all electric service required for the
operation of electric equipment installed or to be installed by Customer on property located
at St. Jude Industrial Park and used in the aluminum smelting business, under the terms and
conditions of Company’s Rules and Regulations and Company’s Service Classification No. 12(M)
Large Transmission Service Rate for Large Transmission Service.

Service hereunder to be delivered at:





	 	 	 	 	 	 	 	 	 	 	 
	Billing Periods	 	Nominal Voltage	 	Phase	 	kW Demand
	October thru May

	 	161,000 volts
	 	 	3	 	 	 	500,000	 
	 
	June thru September

	 	161,000 volts
	 	 	3	 	 	 	500,000	 







			
	Second:	 	Customer satisfies the terms and conditions of the Rate
Application paragraph for Service Classification No. 12(M).
Customer agrees to notify Company in writing of any contemplated
change in kW demand.






			
	Third:	 	This agreement shall become effective as of the date written above
and shall continue in force for an initial term of fifteen (15)
years, from and after the date Customer shall first receive
delivery hereunder which shall be on or before June 1, 2005, and
thereafter until terminated in the manner required or permitted by
Service Classification No. 12(M).






			
	Fourth:	 	This agreement is made subject to Service Classification No. 12(M)
and all other applicable rules, regulations and orders of the
Regulatory Authorities having jurisdiction, now or hereafter in
force. The terms of this agreement, including the rates herein
set forth, are subject to change to conform to any change made by
Company, with the approval of said Regulatory Authorities, in
Company’s rates, rules and regulations applicable to the class of
service rendered hereunder.






			
	Fifth:	 	This agreement shall be binding upon the parties hereto and their
successors and assigns. This agreement cannot be assigned by
Customer, by operation of law or otherwise, unless by written
consent, which consent shall not be unreasonably withheld.
Customer expressly agrees, however, that a potential assignee’s
failure to satisfy the credit requirements as set forth in Service
Classification No. 12(M) shall be reasonable grounds for
withholding consent to an assignment.






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Accepted:




	 	 	 	 	 	 	 	 	 	 	 
	UNION ELECTRIC COMPANY	 	 	 	NORANDA ALUMINUM, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ RC
	 	 	 	By:
	 	/s/ George E. Swogger
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	Vice President – Energy Delivery
	 	 	 	Title:
	 	Manager – Energy Procurement	 	 







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